nxstexhibit.htm


    

      
        
           


        

        
           


           


        

        
           


          
            Final
Execution Version

            


            


          

        

      


      SECOND
AMENDMENT TO FOURTH

       

      AMENDED
AND RESTATED CREDIT AGREEMENT

       

      This
SECOND AMENDMENT TO FOURTH AMENDED AND
RESTATED CREDIT AGREEMENT, dated as of October 8, 2009 (this "Amendment"), is by
and among (a) NEXSTAR
BROADCASTING, INC. (the "Borrower"), a
Delaware corporation, (b) NEXSTAR BROADCASTING GROUP,
INC. (the "Ultimate Parent"), a
Delaware corporation, (c) NEXSTAR FINANCE HOLDINGS, INC.
("Nexstar
Finance Holdings"), a Delaware corporation, (d) certain Lenders (as
defined below) and (e) BANK OF AMERICA, N.A., as
administrative agent (the "Administrative
Agent") for itself and the other Lenders party to that certain Fourth
Amended and Restated Credit Agreement, dated April 1, 2005, as amended by
that certain First Amendment to Credit Agreement, dated as of October 18,
2005 (as further amended, supplemented, and restated or otherwise modified and
in effect from time to time, the "Credit Agreement"),
by and among the Borrower, the Ultimate Parent, Nexstar Finance Holdings, the
lending institutions party thereto (the "Lenders"), the
Administrative Agent.  Capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Credit
Agreement as set forth on Annex I.

       

      WHEREAS, the Borrower, the
Ultimate Parent, Nexstar Finance Holdings, the Majority Lenders and the
Administrative Agent have agreed to modify certain terms and conditions of the
Credit Agreement as specifically set forth in this Amendment;

       

      NOW THEREFORE, in
consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Borrower, the Ultimate Parent, Nexstar Finance Holdings, the Lenders and the
Administrative Agent hereby agree as follows:

       

      Sec.1.           Amendment
to Credit Agreement.  The Credit
Agreement is hereby amended in its entirety and replaced with the document
attached hereto as Annex I.

       

      Sec.2.           Amendment
to Exhibit C to Credit Agreement.  Exhibit C to the
Credit Agreement is hereby amended in its entirety and replaced with the
document attached hereto as Exhibit C to Annex II.

       

      Sec.3.           Amendment
to Exhibit G to Credit Agreement.  Exhibit G to the
Credit Agreement is hereby amended in its entirety and replaced with the
document attached hereto as Exhibit G to Annex II.

       

      Sec.4.           Amendment
to Schedule 1.01(B) to Credit Agreement.  Schedule 1.01(B) to
the Credit Agreement is hereby amended in its entirety and replaced with the
document attached hereto as Schedule 1.01(B) to
Annex II.

       

      Sec.5.           Amendment
to Schedule 5.09 to Credit Agreement.  Schedule 5.09 to the
Credit Agreement is hereby amended in its entirety and replaced with the
document attached hereto as Schedule 5.09 to
Annex II.

       


      
        
          
            


            


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      Sec.6.           Amendment
to Schedule 5.16 to Credit Agreement.  Schedule 5.16 to the
Credit Agreement is hereby amended in its entirety and replaced with the
document attached hereto as Schedule 5.16 to
Annex II.

       

      Sec.7.           Amendment
to Schedule 5.17 to Credit Agreement.  Schedule 5.17 to the
Credit Agreement is hereby amended in its entirety and replaced with the
document attached hereto as Schedule 5.17 to
Annex II.

       

      Sec.8.           Amendment
to Schedule 5.21 to Credit Agreement.  Schedule 5.21 to the
Credit Agreement is hereby amended in its entirety and replaced with the
document attached hereto as Schedule 5.21 to
Annex II.

       

      Sec.9.           Amendment
to Schedule 7.05(a) to Credit Agreement.  Schedule 7.05(a) to
the Credit Agreement is hereby amended in its entirety and replaced with the
document attached hereto as Schedule 7.05(l) to
Annex II.

       

      Sec.10.                      Amendment
to Schedule 7.11 to Credit Agreement.  Schedule 7.11 to the
Credit Agreement is hereby amended in its entirety and replaced with the
document attached hereto as Schedule 7.11 to
Annex II.

       

      Sec.11.                      Amendment
to Add a New Schedule 1.01(A) to Credit Agreement.  A new Schedule 1.01(A) to
the Credit Agreement is hereby added in its entirety in the form attached hereto
as Schedule
1.01(A) to Annex II.

       

      Sec.12.                      Amendment
to Add a New Schedule 5.17(c) to Credit Agreement.  A new Schedule 5.17(c) to
the Credit Agreement is hereby added in its entirety in the form attached hereto
as Schedule
5.17(c) to Annex II.

       

      Sec.13.                      Amendment
to Add a New Schedule 6.17(a) to Credit Agreement.  A new Schedule 6.17(a) to
the Credit Agreement is hereby added in its entirety in the form attached hereto
as Schedule
6.17(a) to Annex II.

       

      Sec.14.                      Amendment
to Add a New Schedule 6.17(b) to Credit Agreement.  A new Schedule 6.17(b) to
the Credit Agreement is hereby added in its entirety in the form attached hereto
as Schedule
6.17(b) to Annex II.

       

      Sec.15.                      Amendment
to Add a New Schedule 7.02 to Credit Agreement.  A new Schedule 7.02 to the
Credit Agreement is hereby added in its entirety in the form attached hereto as
Schedule 7.02
to Annex II.

       

      Sec.16.                      Amendment
to Add a New Schedule 7.06 to Credit Agreement.  A new Schedule
7.06 to the Credit Agreement is hereby added in its entirety in the form
attached hereto as Schedule 7.06 to
Annex II.

       

      Sec.17.                      Amendment
to Add a New Schedule 8.01(a) to Credit Agreement.  A new Schedule
8.01(a) to the Credit Agreement is hereby added in its entirety in the form
attached hereto as Schedule 8.01(a) to
Annex II.

       


      
        
          
            


            


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      Sec.18.                      Amendment
to Add a New Schedule 8.01(b) to Credit Agreement.  A new Schedule
8.01(b) to the Credit Agreement is hereby added in its entirety in the form
attached hereto as Schedule 8.01(b) to
Annex II.

       

      Sec.19.                      One-time
Limited Waiver.  In accordance with Section 10.01 of the
Credit Agreement, the Administrative Agent, the Majority Lenders and the
Majority Revolver Lenders hereby agree to waive any Default arising under Section 8.01(c) or
Section 8.01(e)
of the Credit Agreement as a result of any breach of Section 7.09(a) or
(b) of the
Credit Agreement, but only to the extent such breach occurred during the period
from July 1, 2009 through the Second Amendment Effective Date.  This waiver
shall be effective only for the specific instance and for the specific purpose
set forth herein.  Except as set forth in this Section 19, nothing in
this Amendment constitutes a waiver of (i) any existing or future Defaults under
the Loan Documents or (ii) any other provision of the Credit Agreement or other
Loan Documents.

       

      Sec.20.                      Conditions
to Effectiveness.  This Amendment
shall become effective as of the date set forth above upon the receipt by the
Administrative Agent of the following items:

       

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

       

      (b)           the
Administrative Agent shall have received a counterpart signature page to this
Amendment, duly executed and delivered by the Borrower, the Ultimate Parent,
Nexstar Finance Holdings, each Guarantor, the Majority Lenders, the Majority
Revolver Lenders and Majority Term B Lenders; and

       

      (c)           the
Administrative Agent and the Lenders shall have received a legal opinion of
counsel to the Credit Parties, which shall be in form, scope and substance
reasonably satisfactory to the Administrative Agent and include, without
limitation (i) opinions regarding FCC matters,  and (ii) an
unqualified no conflicts opinion with respect to (A) the Credit Agreement, (B)
the Loan Documents, (C) the Mission Loan Documents, and (D) all public and
other indebtedness of each Nexstar Entity and each Mission Entity, including
without limitation, the Unsecured Notes; and

       

      (d)           the
representations and warranties set forth in Section 22 of this Amendment shall
be true and correct as of the date of this Amendment; and

       

      (e)           the
Administrative Agent shall have received, in form and substance reasonably
acceptable to it, all resolutions, incumbency certificates, certificates of no
default, and such other certificates and documents as reasonably requested by
the Administrative Agent or Majority Lenders; and

       

      (f)           the
Administrative Agent shall have received, for the pro rata account of the
Lenders timely executing and delivering a signature page to this Amendment, an
amendment fee equal to one hundred basis points (1.00%) of the Commitment of,
and outstanding principal amount of the Term B Loan held by, each such
Lender; and

       

      (g)           the
Administrative Agent shall have received all other invoiced fees and expenses
due and owing in connection with this Amendment; and

       

      (h)           amendments
and restatements of each of the Security Documents and each Guaranty Agreement,
and, at the request of the Administrative Agent, confirmations and affirmations
of any of the other Loan Documents by the applicable Credit Parties, in each
case reasonably acceptable to the Administrative Agent and the Majority Lenders,
provided that, amendments and restatements of the Security Documents and
Guaranty Agreements shall contain a provision incorporating by reference all
covenants and agreements of the Borrower and the Mission Borrower contained in
Articles VI and VII of the Credit Agreement and the Mission Credit Agreement
(including all exhibits, schedules and defined terms referred to therein) and
all such covenants and agreements so incorporated shall survive any termination,
cancellation, discharge or replacement of either (i) the Credit Agreement or
(ii) the Mission Credit Agreement); and

       

      (i)           the
Administrative Agent shall have received a duly-executed First Amendment to the
Mission Credit Agreement on terms acceptable to the Administrative Agent and
Majority Lenders; and

       

      (j)           evidence
satisfactory to the Administrative Agent of the removal of all anti-assignment
or anti-encumbrance clauses in all Nexstar/Mission Agreements; and

       

      (k)           the
Administrative Agent shall have received a Compliance Certificate in the form of
Exhibit C attached hereto, which attaches a schedule in form and detail
reasonably satisfactory to the Administrative Agent of Consolidated Total Debt,
Consolidated Operating Cash Flow, Consolidated Net Income, Consolidated Total
Leverage Ratio, Consolidated Senior Leverage Ratio, Consolidated Interest
Coverage Ratio, Consolidated Fixed Charge Coverage Ratio and other financial
covenant related calculations, each calculated pursuant to the applicable
definitions set forth in the Credit Agreement attached as Annex I hereto and as
of the date hereof (provided that with respect to Consolidated Operating Cash
Flow and Consolidated Net Income, such calculation shall be for the Measurement
Period ending on the last day of the most recently completed fiscal quarter of
the Borrower for which financial statements have been delivered) in each case
demonstrating compliance with the applicable financial covenants set forth in
Section 7.09 of the Credit Agreement as set forth in Annex I hereto,
prepared by the principal financial or accounting officer of the Borrower;
and

       

      (l)           the
Borrower shall have paid all reasonable invoiced fees and expenses of the
Administrative Agent's counsel, Winstead PC.

       

      Sec.21.                      Affirmation
of Nexstar Entities.  Each of the
Nexstar Entities hereby affirms its Obligations under the Credit Agreement, each
of the other Loan Documents to which each is a party, and each of the Mission
Loan Documents to which each is a party, and each hereby affirms its absolute
and unconditional promise to pay to the Lenders the Loans and all other amounts
due (i) under the Credit Agreement (as amended hereby) and the other Loan
Documents and (ii) under the Mission Credit Agreement and the Mission Loan
Documents.

       

      Sec.22.                      Representations
and Warranties.  Each of the
Nexstar Entities represents and warrants to the Administrative Agent and the
Lenders as follows:

       

      (a)           Representations and
Warranties.  Each of the representations and warranties
contained in Article V of the Credit Agreement were true and correct in all
material respects (except
to the extent such representations and warranties are already qualified by
materiality, in which case, such representations and warranties were true and
correct in all respects) when made.  Each of the representations and
warranties contained in Article V of the Credit Agreement are true and
correct in all material respects on and as of the date hereof (giving effect to
this Amendment and giving effect to the amended and added Schedules to the
Credit Agreement attached in Annex II hereto), except to the extent such
representations and warranties are already qualified by materiality, in which
case, such representations and warranties are true and correct in all respects
and to the extent that such representations and warranties relate specifically
to a prior date.  Each of the Schedules attached to the Credit
Agreement, as amended by this Amendment, and attached to each of the Loan
Documents as amended in connection with this Amendment, reflects disclosures and
information that is true, complete and accurate.

       

      (b)           Enforceability.  The
execution and delivery by the Nexstar Entities of this Amendment, and the
performance by the Nexstar Entities of this Amendment and the Credit Agreement,
as amended hereby, and each of the Loan Documents (and amendments, restatements
and substitutions therefore in connection with this Amendment) are within the
corporate authority of each of the Nexstar Entities and have been duly
authorized by all necessary corporate proceedings.  This Amendment and
the Credit Agreement, as amended, and each of the Loan Documents (and
amendments, restatements and substitutions therefore in connection with this
Amendment) hereby, constitute valid and legally binding obligations of each of
the Nexstar Entities, enforceable against it in accordance with their terms,
except as limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to or affecting the enforcement of creditors' rights in
general.

       

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

       

      (d)           Disclosure.  None
of the information provided to the Administrative Agent and the Lenders on or
prior to the date of this Amendment contained any untrue statement of material
fact or omitted to state any material fact (known to any of the Nexstar Entities
in the case of any document or information not furnished by any such Nexstar
Entity) necessary in order to make the statements herein or therein not
misleading.  On the date hereof, none of the Nexstar Entities possess
any material information with respect to the operations, business, assets,
properties, liabilities (actual or contingent) or financial condition of the
Nexstar Entities taken as a whole as to which the Lenders do not have
access.

       

      
        
          
            
              


              


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      Sec.23.                      No Other
Amendments, etc.  Except as expressly provided in this
Amendment, (a) all of the terms and conditions of the Credit Agreement and
the other Loan Documents (as amended and restated in connection herewith, if
applicable) remain unchanged, and (b) all of the terms and conditions of
the Credit Agreement, as amended hereby, and of the other Loan Documents (as
amended and restated in connection herewith, if applicable) are hereby ratified
and confirmed and remain in full force and effect.  Nothing herein
shall be construed to be an amendment, consent or a waiver of any requirements
of any Nexstar Entity or of any other Person under the Credit Agreement or any
of the other Loan Documents except as expressly set forth herein or pursuant to
a written agreement executed in connection herewith.  Nothing in this
Amendment
shall be construed to imply any willingness on the part of the Administrative
Agent or any Lender to grant any similar or future amendment, consent or waiver
of any of the terms and conditions of the Credit Agreement or the other Loan
Documents.

       

      Sec.24.                      Release.  In order to
induce the Administrative Agent and the Lenders to enter into this Amendment,
each of the Nexstar Entities acknowledges and agrees
that:  (i) none of the Nexstar Entities, Credit Parties or any of
their Affiliates have any claim or cause of action against the Administrative
Agent or any Lender (or any of their respective directors, officers, employees
or agents); (ii) none of the Nexstar Entities, Credit Parties or any of
their Affiliates have any offset right, counterclaim, right of recoupment or any
defense of any kind against the Nexstar Entities', Credit Parties' or any of
their Affiliates' obligations, indebtedness or liabilities to the Administrative
Agent or any Lender; and (iii) each of the Administrative Agent and the
Lenders has heretofore properly performed and satisfied in a timely manner all
of its obligations to the Nexstar Entities, Credit Parties and any of their
Affiliates.  Each of the Nexstar Entities, Credit Parties and their
Affiliates wishes to eliminate any possibility that any past conditions, acts,
omissions, events, circumstances or matters would impair or otherwise adversely
affect any of the Administrative Agent's and the Lenders' rights, interests,
contracts, collateral security or remedies.  Therefore, each of the
Nexstar Entities, Credit Parties and each of their Affiliates unconditionally
releases, waives and forever discharges (A) any and all liabilities,
obligations, duties, promises or indebtedness of any kind of the Administrative
Agent or any Lender to the Borrower, except the obligations to be performed by
the Administrative Agent or any Lender on or after the date hereof as expressly
stated in this Amendment, the Credit Agreement and the other Loan Documents, and
(B) all claims, offsets, causes of action, right of recoupment, suits or
defenses of any kind whatsoever (if any), whether arising at law or in equity,
whether known or unknown, which any Nexstar Entity, Credit Party or any of their
Affiliates might otherwise have against the Administrative Agent, any Lender or
any of their respective directors, officers, employees or agents (the
Administrative Agent, the Lenders and their respective directors, officers,
employees and agents, are collectively referred to herein as the "Lender Parties") in
either case (A) or (B), on account of any past or presently existing condition,
act, omission, event, contract, liability, obligation, indebtedness, claim,
cause of action, defense, circumstance or matter of any kind.  Each of
the Nexstar Entities, Credit Parties and each of their Affiliates agree not to
sue any of the Lender Parties or in any way assist any other person or entity in
suing any of the Lender Parties with respect to any claim released
herein.  This release provision may be pleaded as a full and complete
defense to, and may be used as the basis for an injunction against, any action,
suit, or other proceeding which may be instituted, prosecuted, or attempted in
breach of the release contained herein

       

      Sec.25.                      Execution
in Counterparts.  This Amendment
may be executed in any number of counterparts and by each party on a separate
counterpart, each of which when so executed and delivered shall be an original,
but all of which together shall constitute one instrument.  In proving
this Amendment, it shall not be necessary to produce or account for more than
one such counterpart signed by the party against whom enforcement is
sought.

       

      Sec.26.                      Interpretation.  This Amendment,
the Credit Agreement and the other Loan Documents are the result of negotiation
among, and have been reviewed by counsel to, among others, the Administrative
Agent and the Borrower and are the product of discussions and negotiations among
all parties.  Accordingly, this Amendment, Credit Agreement and the
other Loan
Documents are not intended to be construed against the Administrative Agent or
any of the Lenders merely on account of the Administrative Agent's or any
Lender's involvement in the preparation of such documents.

       

      Sec.27.                      Loan
Document.  This Amendment is a Loan Document under the terms of
the Credit Agreement, and any breach of any provision of this Amendment shall be
a Default under the Credit Agreement (as applicable).

       

      Sec.28.                      Consent
regarding Security Documents and Guaranty Agreements.  The Majority
Lenders and Majority Revolver Lenders hereby consent to amendments and
restatements of each of the Security Documents and the Guaranty Agreements to
conform to the provisions of this Amendment.  The Majority Lenders and
Majority Revolver Lenders hereby authorize the Collateral Agent and the
Administrative Agent, on behalf of the Lenders, to execute and deliver such
amendments and restatements to each of the Security Documents and each of the
Guaranty Agreements.

       

      Sec.29.                      Miscellaneous.  This Amendment
shall be governed by, an construed in accordance with, the law of the State of
New York applicable to agreements made and to be performed entirely within such
state; provided
that the Administrative Agent and each Lender shall retain all rights arising
under Federal Law.  The captions in this Amendment are for convenience
of reference only and shall not define or limit the provisions
hereof.  The Borrower agrees to pay to the Administrative Agent, on
demand by the Administrative Agent, all reasonable costs and expenses incurred
or sustained by the Administrative Agent in connection with the preparation of
this Amendment, including reasonable legal fees in accordance with Section 10.04
of the Credit Agreement.

       

      [Remainder
of Page Intentionally Left Blank]

       


      
        
          
            


            


            5432462v.2
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        IN
WITNESS WHEREOF, the undersigned have duly executed this Amendment as a sealed
instrument as of the date first set forth above.

        


        The
Borrower:

        NEXSTAR BROADCASTING,
INC.

        


        By:  /s/ Shirley E.
Green

        Name:  Shirley E.
Green

        Title:  Secretary & VP
Controller

        


        The Parent
Guarantors:

        NEXSTAR BROADCASTING GROUP,
INC.

        


        By:  /s/ Shirley E.
Green

        Name:  Shirley E.
Green

        Title:  Secretary & VP
Controller

        


        NEXSTAR FINANCE HOLDINGS,
INC.

        


        By:  /s/ Shirley E.
Green

        Name:  Shirley E.
Green

        Title:  Secretary & VP
Controller



       

       


      
        
          
            [Signature
Page to Second Amendment to

            Fourth
Amended and Restated Credit Agreement]

            


            


            5432462v.2
25690/684

          

           


        

        
           


           


        

        
           


        

      


      

        The Administrative
Agent:

        BANK OF AMERICA, N.A.,

        as Administrative Agent

        


        By:  /s/ Renita
Cummings

        Name:  Renita
Cummings

        Title:  Assistant Vice
President

        


        The
Lenders:

        BANK OF AMERICA, N.A.,

        as a Lender

        


        By:                                           

        Name:

        Title:

        



        The Administrative
Agent:

        BANK OF AMERICA, N.A.,

        as Administrative Agent

        


        By:                                           

        Name:

        Title:

        


        The
Lenders:

        BANK OF AMERICA, N.A.,

        as a Lender

        


        By:  /s/ Ross
Evans

        Name:  Ross
Evans

        Title:  Senior Vice
President




      
        
          
            [Signature
Page to Second Amendment to

            Fourth
Amended and Restated Credit Agreement]

            


            


            5432462v.2
25690/684

          

           


        

        
           


           


        

        
           


        

      

      
        The
Lenders:

        


        ARES
IIIR/IVR CLO LTD, as a Lender

        


        


        


        ARES
IIIR/IVR CLO LTD.

        


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

        


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

        


        By:  ARES
MAMAGEMENT LLC, ITS MANAGER

        


        


        By: /s/ Americo
Cascella

        Name:  Americo
Cascella

        Title:  Vice
President

        



        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

        


        Ares VR
CLO, Ltd, as a Lender

        


        


        


        Ares VR
CLO, Ltd

        


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

        Investment Manager

        


        By:  Ares
CLO GP VR, LLC,

        Its General Partner

        


        


        By: /s/ Americo
Cascella

        Name:  Americo
Cascella

        Title:  Vice
President


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

        


        Ares VIII
CLO, Ltd, as a Lender

        


        


        


        Ares VIII
CLO, Ltd

        


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

        Investment Manager

        


        By:  Ares
CLO GP VIII, LLC,

        Its General Partner

        


        


        By: /s/ Americo
Cascella

        Name:  Americo
Cascella

        Title:  Vice
President


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

        


        Ares XI
CLO, Ltd, as a Lender

        


        


        


        Ares XI
CLO, Ltd

        


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

        Investment Manager

        


        By:  Ares
CLO GP XI, LLC,

        Its General Partner

        


        


        By: /s/ Americo
Cascella

        Name:  Americo
Cascella

        Title:  Vice
President


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

        


        Ares IX
CLO, Ltd, as a Lender

        


        


        


        Ares IX
CLO, Ltd

        


        By:  ARES
CLO Management IX, L.P.,

        


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

        


        By:  Ares
MANAGEMENT LLC, ITS MANAGER

        


        


        By: /s/ Americo
Cascella

        Name:  Americo
Cascella

        Title:  Vice
President


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

        


        ARES
ENHANCED LOAN INVESTMENT STRATEGY IR LTD, as a Lender

        


        


        


        ARES
ENHANCED LOAN INVESTMENT STRATEGY IR LTD.

        


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

        


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

        


        By:  Ares
Management LLC, as its Manager

        


        


        By: /s/ Americo
Cascella

        Name:  Americo
Cascella

        Title:  Vice
President


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

        


        


        


        Atrium
IV

        Atrium
V

        Castle
Garden

        Credit
Suisse Syndicated Loan Fund

        Credit
Suisse Senior Loan Fund

        CSAM
Funding I

        CSAM
Funding III

        CSAM
Funding IV

        Madison
Park Funding I Ltd.

        Madison
Park Funding II Ltd.

        Madison
Park Funding III Ltd.

        Madison
Park Funding IV Ltd.

        Madison
Park Funding V Ltd.

        Madison
Park Funding VI Ltd., as a Lender

        


        By: /s/ Linda
Karn

        Name:  Linda
Karn

        Title:  Authorized
Signatory


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

        


        BABSON
CLO LTD. 2004-I

        BABSON
CLO LTD. 2004-II

        BABSON
CLO LTD. 2005-I

        BABSON
CLO LTD. 2006-II

        BABSON
MID-MARKET CLO LTD. 2007-II

        SAPPHIRE
VALLEY CDO I, LTD.

        By:  Babson
Capital Management LLC as Collateral Manager

        


        By: /s/ Kenneth M
Gacevich

        Name:  Kenneth
M Gacevich

        Title:  Managing
Director

        


        CASCADE
INVESTMENT LLC

        HOLLY
INVESTMENT CORPORATION

        MAPLEWOOD
(CAYMAN) LIMITED

        OLYMPIC
PARK LIMITED

        BABSON
CAPITAL LOAN PARTNERS I, LP

        By:  Babson
Capital Management LLC as Investment Manager

        


        By: /s/ Kenneth M
Gacevich

        Name:  Kenneth
M Gacevich

        Title:  Managing
Director

        


        MASSACHUSETTS
MUTUAL LIFE INSURANCE COMPANY

        BILL
& MELINDA GATES FOUNDATION TRUST

        By:  Babson
Capital Management LLC as Investment Adviser

        


        By: /s/ Kenneth M
Gacevich

        Name:  Kenneth
M Gacevich

        Title:  Managing
Director

        


        XELO VII
LIMITED

        By:  Babson
Capital Management LLC as Sub-Advisor

        


        By: /s/ Kenneth M
Gacevich

        Name:  Kenneth
M Gacevich

        Title:  Managing
Director


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

        


        


        


        BIG SKY
III SENIOR LOAN TRUST, LENDER

        By:  EATON
VANCE MANAGEMENT

        AS INVESTMENT ADVISOR

        


        By: /s/ Michael B
Botthoff

        Name:  Michael
B Botthoff

        Title:  Vice
President

        



        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

        


        BlackRock
Floating Rate Income Trust

        BlackRock
Limited Duration Income Trust

        BlackRock
Senior Income Series

        BlackRock
Senior Income Series II

        Magnetite
V CLO, Limited, as a Lender

        


        By: /s/ Zachary
Alpern

        Name:  Zachary
Alpern

        Title:  Authorized
Signatory


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        CALYON,
NEW YORK BRANCH,

        as a
Lender

        


        By: /s/ Tanya
Crossley

        Name:  Tanya
Crossley

        Title:  Managing
Director

        


        By: /s/ Priya
Vrat

        Name:  Priya
Vrat

        Title:  Director

        



        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

        


        Commingled
Pension Trust Fund (High Yield Bond)

        of JP
Morgan Chase Bank NA

        


        By: /s/ William
Morgan

        Name:  William
Morgan

        Title:  Managing
Director


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

        


        Credit
Suisse Candlewood Private Finance Master Fund Ltd,

        as a
Lender

        


        By: /s/ Michael
Lau

        Name:  Michael
Lau

        Title:  Authorized
Signatory


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

        


        


        


        Eaton
Vance CDO VIII, Ltd.

        By:  Eaton
Vance Management

        as
Investment Advisor

        


        By: /s/ Michael B
Botthoff

        Name:  Michael
B Botthoff

        Title:  Vice
President


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

        


        


        


        Eaton
Vance CDO IX, Ltd.

        By:  Eaton
Vance Management

        as
Investment Advisor

        


        By: /s/ Michael B
Botthoff

        Name:  Michael
B Botthoff

        Title:  Vice
President


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

        


        


        


        Eaton
Vance Floating Rate Income Trust

        By:  Eaton
Vance Management

        as
Investment Advisor

        


        By: /s/ Michael B
Botthoff

        Name:  Michael
B Botthoff

        Title:  Vice
President


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

        


        


        


        Eaton
Vance Institutional Senior Loan Fund

        By:  Eaton
Vance Management

        as
Investment Advisor

        


        By: /s/ Michael B
Botthoff

        Name:  Michael
B Botthoff

        Title:  Vice
President


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

        


        


        


        Eaton
Vance Limited Duration Income Fund

        By:  Eaton
Vance Management

        as
Investment Advisor

        


        By: /s/ Michael B
Botthoff

        Name:  Michael
B Botthoff

        Title:  Vice
President


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

        


        


        


        Eaton
Vance Medallion

        Floating-Rate
Income Portfolio

        By:
Eaton Vance Management

        As
Investment Advisor

        


        By: /s/
Michael B. Botthof

        Name:
Michael B. Botthof

        Title:
Vice President


        
          
             


          

          
             


             


          

          
             


          

        


        The
Lenders:

        EATON
VANCE SENIOR

        FLOATING-RATE
TRUST        as a Lender

        BY:
EATON VANCE MANAGEMENT

        AS
INVESTMENT ADVISOR

        


        BY: /s/
Michael B. Botthof

        Name:
Michael B. Botthof

        Title:
Vice President


        
          
             


          

          
             


             


          

          
             


          

        


        


        The
Lenders:

         
 

        EATON VANCE SENIOR INCOME TRUST as a
Lender

                                      BY:
EATON VANCE MANAGEMENT

                                    AS
INVESTMENT ADVISOR

                                                          BY:
/s/ Michael B. Botthof

                              Name:
Michael B. Botthof

                              Title:
Vice President


        
          
             


          

          
             


             


          

          
             


          

        


        The
Lenders:

        


        


        EATON
VANCE SHORT DURATION as a Lender

        DIVERSIFIED
INCOME FUND

        BY:
EATON VANCE MANAGEMENT

        AS
INVESTMENT ADVISOR

        


        BY: /s/
Michael B. Botthof

        Name:
Michael B. Botthof

        Title:
Vice President


        
          
             


          

          
             


             


          

          
             


          

        


        The
Lenders:

                               EATON
VANCE   as a Lender

                                  VT
FLOATING-RATE INCOME FUND

                                               BY:
EATON VANCE MANAGEMENT

                                AS
INVESTMENT ADVISOR

                                    BY:
/s/ Michael B. Botthof

                   Name:
Michael B. Botthof

                   Title:
Vice President


        
          
             


          

          
             


             


          

          
             


          

        


        The
Lenders:

         
 

        


                                     ESSEX
PARK CDO
LTD.                                                                

        By:
Blackstone Debt Advisors L.P.

        as Collateral Manager, as a
Lender

        


        


        


                  BY:
/s/ Dean T. Criares

                   Name:
Dean T. Criares

                   Title:
Authorized Signatory


        
          
             


          

          
             


             


          

          
             


          

        


        The
Lenders:

        Fidelity
Advisors Series I: Fidelity Advisor

               Floating
Rate High Income Fund, as a Lender

                                                                 BY:
/s/ Paul Murphy

                                           Name:
Paul Murphy

                                           Title:
Assistant Treasurer


        
          
             


          

          
             


             


          

          
             


          

        


        The
Lenders:

         

             Fidelity
Central Investment Portfolios LLC:

                                          Fidelity
Floating Rate Central Investment

                    Portfolio,
as a Lender

         
 

        


                                                                                       BY:
/s/ Paul Murphy

                                                    Name:
Paul Murphy

                                                    Title:
Assistant Treasurer


        
          
             


          

          
             


             


          

          
             


          

        


        The
Lenders:

        Franklin
Floating Rate Daily Access Fund,

            as a
Lender

        


                                                                 BY:
/s/ Richard Hsu

                              Name:
Richard Hsu

                               Title:
Vice President


        
          
             


          

          
             


             


          

          
             


          

        


        The
Lenders:

        Franklin
Floating Rate Master Series,

               as a
Lender

        


                                                                 BY:
/s/ Richard Hsu

                              Name:
Richard Hsu

                               Title:
Vice President


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

        Franklin
Templeton Duration Income

           Trust, as a
Lender

        


                                                                 BY:
/s/ Richard Hsu

                              Name:
Richard Hsu

                               Title:
Vice President


        
          
             


          

          
             


             


          

          
             


          

        


        The
Lenders:

        Franklin
Templeton Series II Funds Floating

           Rate II Fund, as a
Lender

        


                                                                 BY:
/s/ Richard Hsu

                              Name:
Richard Hsu

                               Title:
Vice President


        
          
             


          

          
             


             


          

          
             


          

        


        The
Lenders:

        


         

        FUTURE
FUND BOARD OF GUARDIANS, as a Lender

         

        


         

        


         

        FUTURE
FUND BOARD OF GUARDIANS

         

        


         

        By: Ares
Enhanced Loan Investment Strategy Advisor IV, L.P., its investment
manager

         

        By: Ares
Enhanced Loan Investment Strategy Advisor IV GP, LLC, its general
partner

         

        By: Ares
Management LLC, its managing member

         

        


         

        BY: /s/
Americo Cascella

        Name:
Americo Cascella

        Title:
Vice President


        
          
             


          

          
             


             


          

          
             


          

        


        The
Lenders:

         

        (Galaxy
IV CLO, LTD

        By:  AIG
Global Investment Corp.

        its
Collateral Manager

        


        Galaxy V
CLO, LTD

        By: AIG
Global Investment Corp.

        its
Collateral Manager), as a Lender

        


         

        BY: /s/
Julie Bothamley

        Name:
Julie Bothamley

        Title:
Managing Director


        
          
             


          

          
             


             


          

          
             


          

        


        The
Lenders:

         

        GE
BUSINESS FINANCIAL SERVICES INC.,

        as a
Lender

        


         

        BY: /s/
James R. Persico

        Name:
James R. Persico

        Title:
Duly Authorized Signatory


        
          
             


          

          
             


             


          

          
             


          

        


        The
Lenders:

         

        GENERAL
ELECTRIC CAPITAL

        CORPORATION, as a
Lender

        


         

        BY: /s/
Jason Soto

        Name:
Jason Soto

        Title: As
Authorized Signatory


        
          
             


          

          
             


             


          

          
             


          

        


        The
Lenders:

         

        (Other Lenders), as a
Lenders

         

        


         

        BY: /s/
CLAUDE A. BAUM, ESQ.

        Name: CLAUDE A. BAUM, ESQ.

        Title:
GENERAL COUNSEL

        ORE HILL PARTNERS LLC

        


        GENESIS
CLO 2007-1 Ltd.

        


        BY: Ore
Hill Partners LLC

        Its:
Investment Advisor


        
          
             


          

          
             


             


          

          
             


          

        


        The
Lenders:

         

        GRAYSON
& CO, as a Lender

         

        By:
BOSTON MANAGEMENT AND RESEARCH

         

        AS
INVESTMENT ADVISOR

         

        By: /s/
Michael B. Botthof

        Name: Michael B. Botthof

        Title: Vice President


        
          
             


          

          
             


             


          

          
             


          

        


        The
Lenders:

         

        ING Prime
Rate Trust

        By: ING
Investment Management Co.,

               as
its investment manager

        


        ING
Senior Income Fund

        By: ING
Investment Management Co.,

               as
its investment manager

        


        ING
Investment Management CLO III, LTD.

        By: ING
Alternative Asset Management LLC,

               as
its investment manager

        


        ING
International (II) – Senior Bank Loans Euro

        By: ING
Investment Management Co.,

               as
its investment manager

        


        ING
Investment Trust Co. Plan for Employee Benefit

        Investment
Funds – Senior Loan Fund

        By:  ING
Investment Trust Co. as its trustee

        


        By: /s/
Michel Prince, CFA

        Name: Michel Prince, CFA

        Title: Senior Vice
President


        
          
             


          

          
             


             


          

          
             


          

        


        The
Lenders:

         
 

        


        INWOOD
PARK CDO
LTD.                                           

        By:
Blackstone Debt Advisors L.P.

        as
Collateral Manager, as a Lender

        


        


        


        BY: /s/
Dean T. Criares

        Name:
Dean T. Criares

        Title:
Authorized Signatory


        
          
             


          

          
             


             


          

          
             


          

        


        The
Lenders:  JPMORGAN DISTRESSED DEBT OPPORTUNITIES

        MASTER FUND, LTD.

        (Other
Lenders), as a Lender

        


        BY: /s/
James P. Shanahan

        Name:
James P. Shanahan

        Title:
Managing Director


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

        (Other Lenders), as a
Lender

        JPMORGAN
HIGH YIELD BOND FUND

        


        BY: /s/
William Morgan

        Name:
William Morgan

        Title:
Managing Director

        


         


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:  JP Morgan Strategic Income Opportunities
Fund ,
as a Lender

         

        By: /s/ James P.
Shanahan

         

        Name:  James
P. Shanahan

         

        Title:
Managing Director

         


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

         

        LOAN
FUNDING VI LLC,

         

        for
itself or as agent for Corporate Loan Funding VI
LLC                            ,
as a Lender

         

        


         

        By: /s/ Dean T.
Criares

         

        Name:  Dean
T. Criares

         

        Title:  Authorized
Signatory

         


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

         

        Magnolia
Funding                                    ,
as a Lender

         

        By: /s/ ARLENE
ARELLANO

         

        Name:
ARLENE ARELLANO

         

        Title:
AUTHORIZED SIGNATORY

         


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

         

        


         

        MOUNMENT
PARK CDO LTD.

         

        By:
Blackstone Debt Advisors L.P, as a Lender

         

        as
Collateral Manager

         

        By: /s/ Dean T
Criares

         

        Name:  Dean
T Criares

         

        Title:  Authorized
Signatory

         


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        National
City Bank, as a Lender

         

        By: /s/ Timothy J.
Ambrose

         

        Name:
Timothy J. Ambrose

         

        Title:
Vice President

         


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        NYLIM
Flatiron CLO 2006 -1 Ltd

        By:
New York Life Investment Management LLC,

        As
Collateral Manager and Attorney-in fact

        By: /s/ Michelle
Lim

        Name:
Michelle Lim

        Title:
Vice President

        


        New
York Life Insurance Company

        By: /s/ Michelle
Lim

        Name:
Michelle Lim

        Title:
Corporate Vice President

        


        New
York Life Insurance and Annuity Corporation

        By:
New York Life Investment Management LLC,

        its
Investment Manager

        By: /s/ Michelle
Lim

        Name:
Michelle Lim

        Title:
Vice President

        


        NYLIM
Institutional Floating Rate Fund L.P

        By:
New York Life Investment Management, LLC,

        its
Investment Manager

        By: /s/ Michelle
Lim

        Name:
Michelle Lim

        Title:
Vice President

        


        MainStay
Floating Rate Fund, a series of Eclipse

        Funds
Inc. By: New York Life Investment

        Management
LLC

        By: /s/ Michelle
Lim

        Name:
Michelle Lim

        Title:
Vice President

        


        MainStay
VP Floating Rate Portfolio, a series of

        Mainstay
VP Series Fund, Inc.  By: New York Life

        Investment
Management LLC

        By: /s/ Michelle
Lim

        Name:
Michelle Lim

        Title:
Vice President


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

         

        O’Connor Credit Opportunity Master
Limited, as a Lender

         

        


         

        By: /s/ Joshua
Karlin

         

        Name:
Joshua Karlin

         

        AS
ATTORNEY-IN-FACT

         


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        


         

        The
Lenders:

         

        Potential CLO I, Ltd., as a
Lender

         

        By:  Octagon
Credit Investor, LLC

         

        as
Attorney in Fact

         

        By: /s/ Donald C,
Young

         

        Name:
Donald C, Young

         

        Title:  Portfolio
Manger

         


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

         

        PPM Shadow Creek Funding LLC,
as a Lender

         

        


         

        By: /s/ Stacy
Lai

         

        Name:
Stacy Lai

         

        Title:
Assistant Vice President

         


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

         

        Royal Bank of Canada, as a
Lender

         

        


         

        By: /s/ Mustafa S.
Topiwalla

         

        Name:
Mustafa S. Topiwalla

         

        Title:
Authorized Signatory

         


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

         

        Sankaty Credit Opportunities IV,
LP, as a Lender

         

        


         

        By: /s/ Alan K.
Halfenger

         

        Name:
Alan K. Halfenger

         

        Title:
Chief Compliance Officer

         

                   Assistant
Secretary

         


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

         

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

         

        


         

        By: /s/ Alan K.
Halfenger

         

        Name:
Alan K. Halfenger

         

        Title:
Chief Compliance Officer

         

                   Assistant
Secretary

         


        
          
             


          

          
             


             


          

          
             


          

        


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

         

        


         

        By: /s/ James P.
Shanahan

         

        Name:  James
P. Shanahan

         

        Title:  Managing
Director

         


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        


         

        The
Lenders:

         

        SENIOR
DEBT PORTFOLIO

         

        Boston
Management and Research

         

        As Investment Advisor, as a
Lender

         

        


         

        By: /s/ Michael B.
Botthof

         

        Name:
Michael B. Botthof

         

        Title:
Vice President

         


        
          
             


          

          
             


             


          

          
             


          

        


        


         

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

         

        


         

        T. Rowe
Price institutional Floating Rate Fund

         

        By:  T
Rowe Price Associates, Inc., as investment advisor:

         

        By: /s/ Jonathan D.
Siegel

         

        Name:  Jonathan
D. Siegel

         

        Title:  Vice
President

         


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

         

        


         

        THE
NORINCHUKIN BANK, NEW YORK BRANCH,

         

        Through
State Street Bank and Trust Company N.A as

         

        Fiduciary
Custodian

         

        By: Eaton
Vance Management, Attorney-in-fact

         

        By: /s/ Michael B.
Botthof

         

        Name:
Michael B. Botthof

         

        Title:  Vice
President

         


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

         

        


         

        The
Sumitomo Trust & Banking Co., Ltd., New

         

        York Branch, as a
Lender

         

        By: /s/ Frances E.
Wynne

         

        Name:  Frances
E. Wynne

         

        Title:  Senior
Director

         


        
          
             


          

          
             


             


          

          
             


          

        


        


         

        The
Lenders:

         

        Wellington
Management Company, LLP as a Lender

         

        


         

        Each of the persons listed on Annex
A,

         

        Severally but not jointly, as
Lender

         

        By: Wellington Management Company,
LLP

         

        As investment adviser

         

        


         

        By: /s/ Donald M.
Caiazza

         

        Donald M.
Caiazza

         

        Vice
President and Counsel

         

      

      
        
          
            [Signature
Page to Second Amendment to

            Fourth
Amended and Restated Credit Agreement]

            


            


            5432462v.2
25690/684

          

           


        

        
           


           


        

        
           


          
            Final
Execution Version

            


            


          

        

      


      RATIFICATION OF
GUARANTORS

       

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

       

      The
Guarantors:

       

      


       

      MISSION
BROADCASTING, INC.

       

      


       

      


       

      By:   /s/ 
David S. Smith,
President                                                                        

       

      David S. Smith, President

       

      NEXSTAR
BROADCASTING GROUP, INC.

       

      NEXSTAR
FINANCE HOLDINGS, INC.

       

      


       

      


       

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

       

      Name:  Shirley E.
Green

       

      Title:    Secretary
& VP Controller

       


      
        
          
            [Signature
Page to Second Amendment to

            Fourth
Amended and Restated Credit Agreement]

            


            


            5432462v.2
25690/684

          

           


        

        
           


           


        

        
           


          
            Annex
I to the Second Amendment

            


            


            


          

        

      


      Annex I

       

      [See
Attached]

       


      
        
          
            Annex I
to Second Amendment to

            Fourth
Amended and Restated Credit Agreement

            


            


            5432462v.2
25690/684

          

           


        

        
           


           


        

        
           


          
            Annex
I to the Second Amendment

            


            


            


          

        

      


      FOURTH
AMENDED AND RESTATED CREDIT AGREEMENT

       

      AMONG

      


      NEXSTAR
BROADCASTING, INC.,

      


      NEXSTAR
BROADCASTING GROUP, INC.

      AND
CERTAIN OF ITS SUBSIDIARIES

      FROM
TIME TO TIME PARTIES HERETO,

      


      THE
SEVERAL FINANCIAL INSTITUTIONS

      FROM
TIME TO TIME PARTIES HERETO,

      


      


      BANK
OF AMERICA, N.A.,

      AS
ADMINISTRATIVE AGENT,

      


      UBS
SECURITIES LLC

      AND

      MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

      AS
CO-SYNDICATION AGENTS

      


      __________________________________

      


      BANK OF
AMERICA SECURITIES LLC,

      AND

      UBS
SECURITIES LLC,

      AS JOINT
LEAD ARRANGERS

      


      AND

      


      BANK OF
AMERICA SECURITIES LLC,

      AND

      MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

      AS JOINT
BOOK MANAGERS

      __________________________________

      


      DATED AS
OF APRIL 1, 2005

      __________________________________

      


      



      
        
          
            


            


            5432462v.2
25690/684

          

           


        

        
           


           


        

        
           


          
            


             

            


             

            TABLE OF
CONTENTS

             

            Page

          

        

      


      
        	
                ARTICLE
      I.

              	
                DEFINITIONS

              	
                1

              
	
                1.01.

              	
                Defined Terms

              	
                1

              
	
                1.02.

              	
                Other
      Definitional Provisions

              	
                21

              
	
                1.03.

              	
                Accounting Principles

              	
                21

              
	
                1.04.

              	
                Classes and Types of Loans and
      Borrowings

              	
                21

              
	
                1.05.

              	
                Rounding

              	
                21

              
	
                1.06.

              	
                Times of Day

              	
                21

              
	
                1.07.

              	
                Letter of Credit Amounts

              	
                21

              
	
                ARTICLE
      II.

              	
                THE
      CREDIT FACILITIES

              	
                22

              
	
                2.01.

              	
                Amounts
      and Terms of Commitments

              	
                22

              
	
                2.02.

              	
                Borrowings, Conversions and Continuations of
      Loans

              	
                22

              
	
                2.03.

              	
                Letters
      of Credit.

              	
                22

              
	
                2.04.

              	
                Reduction and Termination of
      Commitments.

              	
                25

              
	
                2.05.

              	
                Voluntary Prepayments

              	
                25

              
	
                2.06.

              	
                Mandatory Prepayments

              	
                25

              
	
                2.07.

              	
                Repayment of Loans

              	
                26

              
	
                2.08.

              	
                Interest.

              	
                21

              
	
                2.09.

              	
                Fees

              	
                21

              
	
                2.10.

              	
                Computation of Interest and
      Fees

              	
                27

              
	
                2.11.

              	
                Evidence of Debt.

              	
                27

              
	
                2.12.

              	
                Payments Generally; Administrative Agent's
      Clawback

              	
                27

              
	
                2.13.

              	
                Sharing of Payments by
    Lenders

              	
                27

              
	
                2.14.

              	
                Security Documents and Guaranty
      Agreements

              	
                27

              
	
                ARTICLE
      III.

              	
                TAXES,
      YIELD PROTECTION AND ILLEGALITY

              	
                28

              
	
                3.01.

              	
                Taxes.

              	
                28

              
	
                3.02.

              	
                Illegality

              	
                28

              
	
                3.03.

              	
                Inability to Determine
Rates

              	
                29

              
	
                3.04.

              	
                Increased Costs; Reserves on Eurodollar
      Loans

              	
                29

              
	
                3.05.

              	
                Compensation for Losses

              	
                29

              
	
                3.06.

              	
                Mitigation Obligations; Replacement of
      Lenders

              	
                29

              
	
                3.07.

              	
                Survival

              	
                29

              
	
                ARTICLE
      IV.

              	
                CONDITIONS
      PRECEDENT

              	
                30

              
	
                4.01.

              	
                Conditions to the Effective
      Date

              	
                31

              
	
                4.02.

              	
                Additional Conditions to the Effective
      Date

              	
                31

              
	
                4.03.

              	
                Conditions to All Borrowings and the Issuance of
      Any Letters of Credit

              	
                32

              
	
                ARTICLE
      V.

              	
                REPRESENTATIONS
      AND WARRANTIES

              	
                34

              
	
                5.01.

              	
                Existence; Compliance with
    Law

              	
                34

              
	
                5.02.

              	
                Corporate, Limited Liability Company or
      Partnership Authorization; No Contravention

              	
                34

              
	
                5.03.

              	
                Governmental Authorization

              	
                34

              
	
                5.04.

              	
                Binding Effect

              	
                35

              
	
                5.05.

              	
                Litigation

              	
                35

              
	
                5.06.

              	
                No Default

              	
                35

              
	
                5.07.

              	
                ERISA Compliance

              	
                35

              
	
                5.08.

              	
                Use of Proceeds; Margin
      Regulations

              	
                36

              
	
                5.09.

              	
                Ownership of Property; Intellectual
      Property.

              	
                36

              
	
                5.10.

              	
                Taxes

              	
                36

              
	
                5.11.

              	
                Financial Statements.

              	
                36

              
	
                5.12.

              	
                Securities Law, etc.;
      Compliance

              	
                37

              
	
                5.13.

              	
                Governmental Regulation

              	
                37

              
	
                5.14.

              	
                Accuracy of Information

              	
                37

              
	
                5.15.

              	
                Environmental Laws

              	
                37

              
	
                5.16.

              	
                Environmental
      Compliance.

              	
                37

              
	
                5.17.

              	
                FCC Licenses.

              	
                37

              
	
                5.18.

              	
                Subsidiaries

              	
                39

              
	
                5.19.

              	
                Solvency

              	
                39

              
	
                5.20.

              	
                Labor Controversies

              	
                39

              
	
                5.21.

              	
                Security Documents.

              	
                39

              
	
                5.22.

              	
                Network Affiliation
    Agreements

              	
                39

              
	
                5.23.

              	
                Condition of Stations

              	
                39

              
	
                5.24.

              	
                Special Purpose Entities

              	
                39

              
	
                5.25.

              	
                Information Certificate

              	
                39

              
	
                5.26.

              	
                Maintenance of Insurance

              	
                39

              
	
                5.27.

              	
                Security Documents

              	
                39

              
	
                5.28.

              	
                Nexstar/Mission Agreements

              	
                39

              
	
                ARTICLE
      VI.

              	
                AFFIRMATIVE
      COVENANTS

              	
                40

              
	
                6.01.

              	
                Financial Statements

              	
                40

              
	
                6.02.

              	
                Certificates; Other
    Information

              	
                40

              
	
                6.03.

              	
                Notices

              	
                41

              
	
                6.04.

              	
                FCC Information

              	
                41

              
	
                6.05.

              	
                FCC Licenses and Regulatory
      Compliance

              	
                42

              
	
                6.06.

              	
                License Lapse

              	
                42

              
	
                6.07.

              	
                Maintenance of Corporate, Limited Liability
      Company or Partnership Existence, etc

              	
                42

              
	
                6.08.

              	
                Foreign Qualification, etc

              	
                42

              
	
                6.09.

              	
                Payment of Taxes, etc

              	
                42

              
	
                6.10.

              	
                Maintenance of Property;
      Insurance

              	
                42

              
	
                6.11.

              	
                Compliance with Laws, etc

              	
                42

              
	
                6.12.

              	
                Books and Records.

              	
                42

              
	
                6.13.

              	
                Use of Proceeds

              	
                42

              
	
                6.14.

              	
                End of Fiscal Years; Fiscal
      Quarters

              	
                42

              
	
                6.15.

              	
                Interest Rate Protection

              	
                42

              
	
                6.16.

              	
                Additional Security; Further
      Assurances.

              	
                42

              
	
                6.17.

              	
                Post Second Amendment Effective Date Collateral
      Requirements

              	
                44

              
	
                6.18.

              	
                Lien Searches.

              	
                45

              
	
                6.19.

              	
                Designation as Senior Debt

              	
                45

              
	
                6.20.

              	
                Operating Accounts as
      Collateral

              	
                45

              
	
                6.21.

              	
                Compliance with Environmental
      Laws

              	
                45

              
	
                6.22.

              	
                Preparation of Environmental
      Reports

              	
                46

              
	
                6.23.

              	
                Further Assurances

              	
                46

              
	
                6.24.

              	
                Compliance with Terms of
      Leaseholds

              	
                46

              
	
                6.25.

              	
                Cooperation

              	
                46

              
	
                ARTICLE
      VII.

              	
                NEGATIVE
      COVENANTS

              	
                47

              
	
                7.01.

              	
                Changes in Business

              	
                47

              
	
                7.02.

              	
                Limitation on Liens

              	
                47

              
	
                7.03.

              	
                Disposition of Assets

              	
                47

              
	
                7.04.

              	
                Consolidations, Mergers, Acquisitions,
      etc

              	
                48

              
	
                7.05.

              	
                Limitation on Indebtedness

              	
                48

              
	
                7.06.

              	
                Transactions with
Affiliates

              	
                50

              
	
                7.07.

              	
                Use of Credits; Compliance with Margin
      Regulations

              	
                50

              
	
                7.08.

              	
                Environmental Liabilities

              	
                50

              
	
                7.09.

              	
                Financial
      Covenants.

              	
                50

              
	
                7.10.

              	
                Restricted Payments

              	
                51

              
	
                7.11.

              	
                Advances, Investments and
    Loans

              	
                51

              
	
                7.12.

              	
                Limitation on Business Activities of the Nexstar
      Entities.

              	
                51

              
	
                7.13.

              	
                Sales or Issuances of Capital
      Stock

              	
                51

              
	
                7.14.

              	
                No Waivers, Amendments or Restrictive Agreements;
      Charter Documents

              	
                51

              
	
                7.15.

              	
                Prepayments, Etc. of
      Indebtedness

              	
                51

              
	
                7.16.

              	
                Debt Repurchases

              	
                52

              
	
                7.17.

              	
                Nexstar and Mission

              	
                52

              
	
                ARTICLE
      VIII.

              	
                EVENTS
      OF DEFAULT

              	
                53

              
	
                8.01.

              	
                Event of Default

              	
                53

              
	
                8.02.

              	
                Remedies

              	
                55

              
	
                8.03.

              	
                Rights Not Exclusive

              	
                55

              
	
                8.04.

              	
                Application of Funds

              	
                55

              
	
                ARTICLE
      IX.

              	
                 ADMINISTRATIVE
      AGENT

              	
                57

              
	
                9.01.

              	
                Appointment and Authority

              	
                57

              
	
                9.02.

              	
                Rights as a Lender

              	
                57

              
	
                9.03.

              	
                Exculpatory Provisions

              	
                57

              
	
                9.04.

              	
                Reliance by Administrative
      Agent

              	
                57

              
	
                9.05.

              	
                Delegation of Duties

              	
                57

              
	
                9.06.

              	
                Resignation of Administrative
      Agent

              	
                57

              
	
                9.07.

              	
                Non-Reliance on Administrative Agent and Other
      Lenders

              	
                58

              
	
                9.08.

              	
                No Other Duties, Etc

              	
                58

              
	
                9.09.

              	
                Administrative Agent May File Proofs of
      Claim

              	
                58

              
	
                9.10.

              	
                Collateral and Guaranty
    Matters

              	
                59

              
	
                9.11.

              	
                Secured Cash Management Agreements and Secured
      Hedge Agreements

              	
                59

              
	
                9.12.

              	
                Intercreditor Agreement.

              	
                59

              
	
                ARTICLE
      X.

              	
                MISCELLANEOUS

              	
                60

              
	
                10.01.

              	
                Amendment
      and Waivers.

              	
                60

              
	
                10.02.

              	
                Notices; Effectiveness; Electronic
      Communication.

              	
                60

              
	
                10.03.

              	
                No Waiver; Cumulative
    Remedies

              	
                61

              
	
                10.04.

              	
                Expenses; Indemnity; Damage
      Waiver.

              	
                61

              
	
                10.05.

              	
                Payments Set Aside

              	
                62

              
	
                10.06.

              	
                Successors and Assigns.

              	
                62

              
	
                10.07.

              	
                Treatment of Certain Information;
      Confidentiality

              	
                64

              
	
                10.08.

              	
                Right of Setoff

              	
                64

              
	
                10.09.

              	
                Interest Rate Limitation

              	
                64

              
	
                10.10.

              	
                Counterparts; Integration;
      Effectiveness

              	
                64

              
	
                10.11.

              	
                Survival of Representations and
      Warranties

              	
                64

              
	
                10.12.

              	
                Severability

              	
                64

              
	
                10.13.

              	
                Replacement of Lenders

              	
                65

              
	
                10.14.

              	
                Governing Law; Jurisdiction;
      Etc.

              	
                65

              
	
                10.15.

              	
                WAIVER OF JURY TRIAL

              	
                65

              
	
                10.16.

              	
                Effectiveness.

              	
                65

              
	
                10.17.

              	
                USA Patriot Act Notice

              	
                66

              
	
                10.18.

              	
                Termination

              	
                66

              
	
                10.19.

              	
                Additional Mandatory
      Prepayments

              	
                66

              
	
                10.20.

              	
                ENTIRE AGREEMENT

              	
                67

              
	
                10.21.

              	
                No Advisory or Fiduciary Responsibility

              	
                67

              
	
                10.22.

              	
                Time of the Essence

              	
                67

              


      


      
        
          
             

            


            


            5432462v.2
25690/684

          

           


        

        
           


           


        

        
           


        

      


      Schedules
and Exhibits

       

      
        	
                SCHEDULE
      1.01(A)

              	
                NEXSTAR/MISSION
      AGREEMENTS

              
	
                SCHEDULE
      1.01(B)

              	
                PRO
      FORMA ADJUSTMENTS TO CONSOLIDATED OPERATING CASH FLOW

              
	
                SCHEDULE
      1.01(C)

              	
                DESCRIPTION
      OF PERMITTED REVOLVER REALLOCATION

              
	
                SCHEDULE
      2.01

              	
                COMMITMENTS

              
	
                SCHEDULE
      5.07

              	
                ERISA
      COMPLIANCE

              
	
                SCHEDULE
      5.09

              	
                OWNED
      AND LEASED REAL PROPERTIES

              
	
                SCHEDULE
      5.16

              	
                FCC
      LICENSES

              
	
                SCHEDULE
      5.17

              	
                SUBSIDIARIES

              
	
                SCHEDULE
      5.17(c)

              	
                FCC
      DISCLOSURE

              
	
                SCHEDULE
      5.21

              	
                NETWORK
      AFFILIATION AGREEMENTS

              
	
                SCHEDULE
      6.17(a)

              	
                STATIONS
      WITH TOWERS AND TRANSMITTERS

              
	
                SCHEDULE
      6.17(b)

              	
                PETTY
      CASH ACCOUNTS

              
	
                SCHEDULE
      7.02

              	
                LIENS
      IN EXISTENCE ON THE SECOND AMENDMENT EFFECTIVE DATE

              
	
                SCHEDULE
      7.05(l)

              	
                EXISTING
      INDEBTEDNESS ON THE SECOND AMENDMENT EFFECTIVE DATE

              
	
                SCHEDULE
      7.06

              	
                EXISTING
      AFFILIATE TRANSACTIONS ON THE SECOND AMENDMENT EFFECTIVE
    DATE

              
	
                SCHEDULE
      7.11

              	
                INVESTMENTS
      ON THE SECOND AMENDMENT EFFECTIVE DATE

              
	
                SCHEDULE
      8.01(a)

              	
                MISSION
      ENTITIES REPRESENTATIONS AND WARRANTIES

              
	
                SCHEDULE
      8.01(b)

              	
                MISSION
      ENTITIES COVENANTS

              
	
                SCHEDULE
      10.02

              	
                ADMINISTRATIVE
      AGENT'S OFFICE; CERTAIN ADDRESSES FOR NOTICES

              
	
                SCHEDULE
      10.06

              	
                PROCESSING
      AND RECORDATION FEES

              


      

      


      


      
        	
                EXHIBIT
      A

              	
                Form
      of Assignment and Assumption

              
	
                EXHIBIT
      B

              	
                Form
      of Closing Certificate

              
	
                EXHIBIT
      C

              	
                Form
      of Compliance Certificate

              
	
                EXHIBIT
      D-1

              	
                Form
      of Confirmation Agreement for the Security Agreement

              
	
                EXHIBIT
      D-2

              	
                Form
      of Confirmation Agreement for the Pledge and Security
      Agreement

              
	
                EXHIBIT
      D-3

              	
                Form
      of Confirmation Agreement for the Nexstar Guaranty
    Agreement

              
	
                EXHIBIT
      D-4

              	
                Form
      of Confirmation Agreement for the Nexstar Guaranty of Mission
      Obligations

              
	
                EXHIBIT
      E

              	
                Form
      of Information Certificate

              
	
                EXHIBIT
      F

              	
                Form
      of Revolving Loan Note

              
	
                EXHIBIT
      G

              	
                Form
      of Revolving Loan Notice

              
	
                EXHIBIT
      H

              	
                Form
      of Solvency Certificate

              
	
                EXHIBIT
      I

              	
                Form
      of Term B Loan Note

              
	
                EXHIBIT
      J

              	
                Form
      of Term B Loan Notice

              


      


      
        
          
             

            


            


            5432462v.2
25690/684

          

           


        

        
           


           


        

        
           


        

      


      FOURTH
AMENDED AND RESTATED CREDIT AGREEMENT

       

      THIS FOURTH AMENDED AND RESTATED
CREDIT AGREEMENT, dated as of April 1, 2005, is among NEXSTAR BROADCASTING, INC., a
corporation organized under the Laws of the State of Delaware, NEXSTAR BROADCASTING GROUP,
INC., a corporation organized under the Laws of the State of Delaware,
certain of its Subsidiaries from time to time parties to this Agreement, the
several banks and other financial institutions or entities from time to time
parties hereto (the "Lenders"), BANK OF AMERICA, N.A., as the
Administrative Agent for the Lenders, and UBS SECURITIES LLC and MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED, as the Co-Syndication Agents.

       

      RECITALS

       

      A.           The
Borrower, the Ultimate Parent, the Subsidiaries of the Ultimate Parent, the
Administrative Agent, and the several banks parties thereto entered into that
certain Third Amended and Restated Credit Agreement, dated as of December 30,
2003 (as amended through the date hereof, the "Existing Nexstar Credit
Agreement").

       

      B.           The
parties wish to amend and restate the Existing Nexstar Credit Agreement, which
amendment and restatement is in extension and renewal, and not in extinguishment
or novation, of the indebtedness outstanding under the Existing Nexstar Credit
Agreement, as herein provided, it being acknowledged and agreed by the Borrower,
the Ultimate Parent and the other Parent Guarantors that the Indebtedness under
this Agreement constitutes an extension, renewal, increase and ratification of
the outstanding indebtedness under the Existing Nexstar Credit Agreement, and
that all Liens and Guaranty Agreements that secure the repayment of outstanding
indebtedness under the Existing Nexstar Credit Agreement shall continue to
secure Indebtedness under this Agreement.

       

      In
consideration of the mutual agreements, provisions and covenants contained
herein, the parties agree that the Existing Nexstar Credit Agreement shall be
and hereby is amended and restated in its entirety as follows:

       

      ARTICLE
I.

       

      


       

      DEFINITIONS

       

      1.01           Defined
Terms.  All capitalized terms used and not otherwise defined in
this Agreement, including in the Preamble hereto, shall have the meanings
specified below:

       

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

       

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


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

       

      "ABRY L.P. IV" means
ABRY Partners IV, L.P., a limited partnership organized under the Laws of the
State of Delaware.

       

      "Acquisition" means,
with respect to any Person, the occurrence of any of the following specified
events:  (i) any transaction or series of transactions for the
purpose of, or resulting in, directly or indirectly, any of the following
(including without limitation, any such transaction or transactions in
connection with a like-kind exchange or otherwise): (a) the acquisition by
such Person of all or substantially all of the assets of another Person, or of
any business or division of another Person, or any television broadcasting
station, (b) the acquisition by such Person of more than 50% of any class
of Capital Stock (or similar ownership interests) of any other Person,
(c) a merger, consolidation, amalgamation, or other combination by such
Person with another Person or (ii) the entering into of any Local Marketing
Agreement, Joint Sales Agreement and/or Shared Services Agreement, or other
similar agreement by such Person.  The terms "Acquire," "Acquired" and "Acquisition of" shall
have correlative meanings.

       

      "Additional Security
Documents" has the meaning specified in Section 6.16(a).

       

      "Adjusted Current
Liabilities" means for any Person on any date of determination, current
liabilities of such Person on such date minus the sum of (a) the current portion
of any long-term Indebtedness (including, without limitation, the current
portion of any Capital Lease Obligations) of such Person on such date, plus (b)
deferred income tax liabilities of such Person on such date.

       

      "Adjusted Working
Capital" means for any Person on any date of determination, (a) the
current assets of such Person on such date, minus (b) the sum of (i) cash and
Cash Equivalents of such Person on such date, plus (ii) the Adjusted Current
Liabilities of such Person on such date, in each case as determined on a
consolidated basis.

       

      "Administrative Agent"
means Bank of America, N.A. in its capacity as Administrative Agent for the
Lenders hereunder, and any successor to such agent.

       

      "Administrative
Agent's Office" means the
Administrative Agent's address and, as appropriate, account as set forth on
Schedule 10.02,
or such other address or account of the Administrative Agent as the
Administrative Agent may from time to time notify to the Borrower and the
Lenders.

       

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

       

      "Affiliate" means,
with respect to any Person, another Person that directly, or indirectly through
one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.

       

      "Agents" means the
Administrative Agent and the Co-Syndication Agents.

       


      
        
          
             

            


            


            5432462v.2
25690/684

          

           


        

        
          1

           


        

        
           


        

      


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

       

      "Aggregate Combined Revolving
Commitment" means the Aggregate Revolving Commitment.

       

      "Aggregate Outstanding Term B
Loan Balance" means the sum of the aggregate outstanding principal
balances of all Term B Loans, as such amount may be adjusted from time to time
pursuant to this Agreement.

       

      "Aggregate Revolving
Commitment" means the sum of the Revolving Commitments of all of the
Lenders, in the amount of $82,500,000 as of the Second Amendment Effective Date,
as such amount may be reduced from time to time pursuant to this Agreement.1

       

      "Agreement" means this
Fourth Amended and Restated Credit Agreement, including the Schedules and
Exhibits hereto, as the same may be amended, modified, restated, supplemented,
renewed, extended, increased, rearranged and/or substituted from time to
time.

       

      "Anticipated Reinvestment
Amount" [Intentionally Deleted].

       

      "Applicable Law" means
(a) in respect of any Person, all provisions of Laws applicable to such
Person, and all orders and decrees of all courts and determinations of
arbitrators applicable to such Person and (b) in respect of contracts made
or performed in the State of Texas, "Applicable Law" shall
also mean the Laws of the United States of America, including, without limiting
the foregoing, 12 USC Sections 85 and 86, as amended to the date
hereof and as the same may be amended at any time and from time to time
hereafter, and any other statute of the United States of America now or at any
time hereafter prescribing the maximum rates of interest on loans and extensions
of credit, and the Laws of the State of Texas, including, without limitation,
Chapter 303 of the Texas Finance Code, as amended, and any other statute of
the State of Texas now or at any time hereafter prescribing maximum rates of
interest on loans and extensions of credit; provided that the parties hereto
agree pursuant to Texas Finance Code Section 346.004 that the provisions of
Chapter 346 of the Texas Finance Code, shall not apply to Loans, the
Letters of Credit, this Agreement, the Notes or any other Loan
Documents.

       

      "Applicable Margin"
means

       

      (i)           with
respect to Loans which are Eurodollar Loans, a rate per annum equal to 4.00%;
and

       

      (ii)           with
respect to Loans which are Base Rate Loans, a rate per annum equal to
3.00%.

       

      

        

      

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

         

      


      
        
          
             

            


            


            5432462v.2
25690/684

          

           


        

        
          2

           


        

        
           


        

      


      "Approved Fund" means
any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages
a Lender.

       

      "Assignee Group" means
two or more Eligible Assignees that are Affiliates of one another or two or more
Approved Funds managed by the same investment advisor.

       

      "Assignment and
Assumption" means an assignment and assumption entered into by a Lender
and an Eligible Assignee (with the consent of any party whose consent is
required by Section 10.06(b)),
and accepted by the Administrative Agent, in substantially the form of Exhibit A or any
other form approved by the Administrative Agent.

       

      "Audited Financial
Statements" means the audited consolidated balance sheet of the Ultimate
Parent and its consolidated Subsidiaries for the Fiscal Year ended December 31,
2004, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such Fiscal Year of the Ultimate Parent
and its consolidated Subsidiaries, including the notes thereto.

       

      "Authorization" means
any filing, recording and registration with, and any validation or exemption,
approval, order, authorization, consent, License, certificate, franchise and
permit from, any Governmental Authority, including, without limitation, FCC
Licenses.

       

      "Available Revolving
Commitment" means, at any time as to any Lender, an amount equal to the
excess, if any, of (i) the amount of the Revolving Commitment of such
Lender at such time, over (ii) the
sum of the outstanding principal balances of all Revolving Loans of such Lender
plus the sum of
all participations of such Lender in L/C Obligations at such time.

       

      "Bank of America"
means Bank of America, N.A., a national banking association.

       

      "Bankruptcy Code"
means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. Sec. 101, et seq.).

       

      "Base Rate" means for
any day a fluctuating rate per annum equal to the highest of (a) the sum of
1/2 of 1% plus the Federal Funds Rate for such day, (b) the Prime Rate for
such day and (c) the sum of (i) 1.00% plus (ii) the Eurodollar
Rate (for an Interest Period of one month, determined in accordance with
subsection (b) of the definition of Eurodollar Base Rate).

       

      "Base Rate Loan" means
any Loan that bears an interest rate based on the Base Rate.

       

      "Beneficial Owner" has
the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under
the Securities and Exchange Act of 1934, as amended.

       

      "Board of Directors"
means, as to any Person, either (a) the board of directors of such Person
(or, in the case of any Person that is a limited liability company, the managers
of such Person) or (b) any duly authorized committee thereof.

       


      
        
          
             

            


            


            5432462v.2
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          3

           


        

        
           


        

      


      "Board Resolution"
means, as to any Person, a copy of a resolution of such Person certified by the
Secretary or an Assistant Secretary of such Person to have been duly adopted by
requisite action of the Board of Directors of such Person and to be in full
force and effect on the date of such certification.

       

      "Borrower" means
Nexstar Broadcasting, Inc., a Delaware corporation.

       

      "Borrowing" has the
meaning specified in Section 1.04.

       

      "Borrowing Date"
means, in relation to any Loan, the date of the borrowing of such Loan as
specified in the Revolving Loan Notice or Term B Loan Notice, as
applicable.

       

      "Business Day" means
any day other than a Saturday, Sunday or other day on which commercial banks in
Dallas, Texas or, New York City are authorized or required by Law to close and,
if such term is used in relation to any Eurodollar Loan or the Interest Period
therefor, on such day dealings are carried on by and between banks in Dollar
deposits in the applicable interbank market.

       

      "Capital Expenditures"
means, for any period and with respect to any Person, the aggregate of all
expenditures by such Person and its Subsidiaries with respect to such period
which should be capitalized according to GAAP on a consolidated balance sheet of
such Person and its Subsidiaries, including all expenditures with respect to
fixed or capital assets which should be so capitalized and, without duplication,
the amount of all Capital Lease Obligations incurred during such period; it
being understood that "Capital Expenditures"
shall not include, without duplication, non-cash payments and payments made or
accrued in respect of Film Obligations or Consolidation Expenses.

       

      "Capital Lease" has
the meaning specified in the definition of "Capital Lease
Obligations".

       

      "Capital Lease
Obligations" means, with respect to any Person, all monetary obligations
of such Person under any leasing or similar arrangement which, in accordance
with GAAP, is classified as a capital lease (a "Capital
Lease").

       

      "Capital Stock" means
(i) any capital stock, partnership, membership, joint venture or other
ownership or equity interest, participation or securities (whether voting or
non-voting, whether preferred, common or otherwise, and including any stock
appreciation, contingent interest or similar right) and (ii) any option,
warrant, security or other right (including debt securities or other evidence of
Indebtedness) directly or indirectly convertible into or exercisable or
exchangeable for, or otherwise to acquire directly or indirectly, any capital
stock, partnership, membership, joint venture or other ownership or equity
interest, participation or security described in clause
(i) above.

       

      “Cash Collateral
Account” means a blocked, non-interest bearing deposit account of one or
more of the Credit Parties at Bank of America in the name of the Administrative
Agent and under the sole dominion and control of the Administrative Agent, and
otherwise established in a manner satisfactory to the Administrative
Agent.

       


      
        
          
             

            


            


            5432462v.2
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      "Cash Collateralize"
with respect to any Person, means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the Administrative Agent, the L/C
Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit
account balances of such Person pursuant to documentation in form and substance
satisfactory to the Administrative Agent and the L/C Issuer (which documents are
hereby consented to by the Lenders) ("Cash
Collateral").  Derivatives of such term shall have
corresponding meanings.  The Borrower hereby grants to the
Administrative Agent, for the benefit of the Administrative Agent, the L/C
Issuer and the Lenders, a security interest in all such cash and deposit account
balances of the Borrower.  Cash Collateral shall be invested in Cash
Equivalents of a tenor satisfactory to the Administrative Agent and as
instructed by the Borrower, which Cash Equivalents shall be held in the name of
the Borrower and under the control of the Administrative Agent in a manner
satisfactory to the Administrative Agent.

       

      "Cash Equivalents"
means any or all of the following: (i) obligations of, or guaranteed as to
interest and principal by, the United States government maturing within one year
after the date on which such obligations are purchased; (ii) open market
commercial paper of any corporation (other than any Nexstar Entity, other Credit
Party or any Affiliate of any Nexstar Entity or other Credit Party) incorporated
under the Laws of the United States or any State thereof or the District of
Columbia rated P-1 or its equivalent by Moody's or A-1 or its equivalent or
higher by S&P; (iii) time deposits or certificates of deposit maturing
within one year after the issuance thereof issued by commercial banks organized
under the Laws of any country which is a member of the OECD and having a
combined capital and surplus in excess of $250,000,000 or which is a Lender or
Brown Brothers Harriman & Co.; (iv) repurchase agreements with respect
to securities described in clause (i) above
entered into with an office of a bank or trust company meeting the criteria
specified in clause
(iii); and (v) money market funds investing only in investments
described in clauses
(i) through (iv).

       

      "Cash Management
Agreement" means any agreement to provide cash management services,
including treasury, depository, overdraft, credit or debit card, electronic
funds transfer and other cash management arrangements.

       

      "Cash Management Bank"
means Bank of America and its Affiliates and any other Person that, at the time
it enters into a Cash Management Agreement, is a Lender or an Affiliate of a
Lender, in its capacity as a party to such Cash Management
Agreement.

       

      “CERCLA” means the
Comprehensive Environmental Response, Compensation and Liability Act of
1980.

       

      “CERCLIS” means the
Comprehensive Environmental Response, Compensation and Liability Information
System maintained by the U.S. Environmental Protection Agency.

       

      "Change in Law" means
the occurrence, after the date of this Agreement, of any of the
following:  (a) the adoption or taking effect of any Law, rule,
regulation or treaty, (b) any change in any Law, rule, regulation or treaty or
in the administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental
Authority.

       


      
        
          
             

            


            


            5432462v.2
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          5

           


        

        
           


        

      


      "Change of Control"
means any of the following:

       

      (i)           the
consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any Person, other than a Principal,
becomes the Beneficial Owner, directly or indirectly, of more than 35% of the
Voting Stock of the Ultimate Parent, measured by voting power rather than number
of shares;

       

      (ii)           a
majority of the Board of Directors of the Ultimate Parent shall cease to be
Continuing Directors;

       

      (iii)           at
any time during the first 18 months after the consummation of the Initial Public
Offering, the Principals, taken together, shall cease to directly or indirectly
own and hold at least 35% on a fully diluted basis of the Voting Stock of the
Ultimate Parent, measured by voting power rather than number of
shares;

       

      (iv)           the
Ultimate Parent shall cease to own, directly or indirectly, 100% on a fully
diluted basis of the Capital Stock of Nexstar Finance Holdings; or

       

      (v)           Nexstar
Finance Holdings shall cease to own 100% on a fully diluted basis of the Capital
Stock of the Borrower.

       

      "Charter Documents"
means, with respect to any Person, (i) the articles or certificate of
formation, incorporation or organization (or the equivalent organizational
documents) of such Person, (ii) the bylaws, partnership agreement, limited
liability company agreement or regulations (or the equivalent governing
documents) of such Person and (iii) each document setting forth the
designation, amount and relative rights, limitations and preferences of any
class or series of such Person's Capital Stock or of any rights in respect of
such Person's Capital Stock, and any shareholder or stockholder agreement or
other like agreement or arrangement to which such Person is a party or by which
it is bound and, with respect to the Nexstar Entities, the term "Charter
Documents" shall include the Nexstar Stockholders Agreement.

       

      "Class" has the
meaning specified in Section 1.04.

       

      "Closing Certificate"
means a Closing Certificate substantially in the form of Exhibit B.

       

      "Code" means the
Internal Revenue Code of 1986, as amended from time to time, and any regulations
promulgated thereunder.

       

      "Collateral" means the
Pledged Collateral, the Security Agreement Collateral and the Mortgaged
Properties, and any other property or assets of any Credit Party subject to a
Lien to secure all or any portion of the Obligations.

       

      "Collateral Agent"
means the Administrative Agent acting as collateral agent pursuant to the
Security Documents (or any other Collateral Agent specifically permitted under
the terms hereof, provided that no such other "Collateral Agent" shall be
considered a "Collateral Agent" for the purposes of Section
10.01).

       


      
        
          
             

            


            


            5432462v.2
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          6

           


        

        
           


        

      


      "Commitment" means,
for each Lender, its Revolving Commitment.

       

      "Communications Act"
has the meaning specified in Section 5.17.

       

      "Compliance
Certificate" means, as to any Person, a certificate of such Person
executed on its behalf by the Chief Executive Officer, President, Chief
Financial Officer or Vice President of such Person, substantially in the form of
Exhibit C,
with such changes as acceptable to the Administrative Agent.

       

      "Confirmation
Agreements" means (i) a First Amendment and Confirmation Agreement
for the Security Agreement, substantially in the form of Exhibit D-1,
(ii) a First Amendment and Confirmation Agreement for the Pledge and
Security Agreement, substantially in the form of Exhibit D-2,
(iii) a First Amendment and Confirmation Agreement for the Nexstar Guaranty
Agreement, substantially in the form of Exhibit D-3 and
(iv) a First Amendment and Confirmation Agreement for the Nexstar Guaranty
of Mission Obligations, substantially in the form of Exhibit D-4.

       

      "Consolidated Amortization
Expense" means, for any period, for any Person, the consolidated
amortization expense (including amortization of Film Obligations and goodwill)
of such Person and its Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP.

       

      "Consolidated Cash Interest
Expense" means, for any period, for any Person, Consolidated Interest
Expense for such Person for such period, but excluding to the extent otherwise
included therein, (i) interest expense to the extent not payable in cash
(e.g., interest
or dividends on securities which must (or may, at the election of such Person or
any of its Subsidiaries) be paid in additional securities, imputed interest,
amortization of original issue discount and/or by an addition to the accreted
value thereof, or non-cash accounting adjustments relating to derivatives
transactions or contracts) during such period, (ii) amortization of
discount during such period, and (iii) deferred financing costs during such
period.

       

      "Consolidated Depreciation
Expense" means, for any period, for any Person, the depreciation expense
of such Person and its Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP.

       

      "Consolidated Fixed Charge
Coverage Ratio" means, on any date, the ratio of (a) Consolidated
Operating Cash Flow of the Borrower and it Subsidiaries for the applicable
Measurement Period to (b) the sum of (without duplication)
(i) Consolidated Cash Interest Expense of the Ultimate Parent and it
Subsidiaries, plus (ii) all scheduled principal payments on Indebtedness of
the Ultimate Parent and its Subsidiaries on a consolidated basis, excluding with
respect to this subsection (ii) only, the payment of principal of the Loans
due on their respective Maturity Dates, plus (iii) Capital Expenditures of
the Ultimate Parent and it Subsidiaries, plus (iv) accrued current income
tax expense for the Ultimate Parent and its Subsidiaries (other than any such
expense paid or payable during such period with respect to extraordinary gains)
on a consolidated basis, in each case for the Measurement Period relating to
such date.

       


      
        
          
             

            


            


            5432462v.2
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          7

           


        

        
           


        

      


      "Consolidated Interest
Coverage Ratio" means, on any date, the ratio of (i) Consolidated
Operating Cash Flow of the Borrower and its Subsidiaries for the Measurement
Period relating to such date to (ii) the
Consolidated Cash Interest Expense of the Ultimate Parent and its Subsidiaries
for such Measurement Period.

       

      "Consolidated Interest
Expense" means, for any period, for any Person, the interest expense of
such Person and its Subsidiaries for such period, determined on a consolidated
basis in accordance with GAAP, including, without duplication, total interest
expense for such period (including interest attributable to Capital Leases) with
respect to all outstanding Indebtedness of such Person and its
Subsidiaries, capitalized interest and all commissions, discounts and other fees
and charges owed with respect to letters of credit and bankers' acceptance
financing, as such amounts may be increased or decreased by the net income (or
loss) from Interest Rate Protection Agreements of such Person for such
period.

       

      "Consolidated Net
Income" means, for any period, for any Person, the net income (or loss)
of such Person and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP; provided
that there shall be excluded, without duplication, (i) income of any Subsidiary of
such Person which is not a Wholly-Owned Subsidiary of such Person, except to the
extent of the amount of any dividends or other distributions actually paid by a
Subsidiary which is not a Wholly-Owned Subsidiary to the Borrower or any
Wholly-Owned Subsidiary of the Borrower during such period, (ii) income of
any other Person accrued prior to the date (A) any such other Person
becomes a Subsidiary of the Person whose net income is being determined,
(B) any such other Person is merged into such Person whose net income is
being determined or any Subsidiary of such Person whose net income is being
determined or (C) the assets of any such other Person are acquired by the
Person whose net income is being determined or by any Subsidiary of such Person
whose net income is being determined, (iii) the income of any Subsidiary of
such Person during such period to the extent that the declaration or payment of
dividends or similar distributions by that Subsidiary of such income is not at
the time permitted by operation of the terms of its Charter Documents or any
other agreement binding on such Subsidiary or any Requirement of Law applicable
to such Subsidiary or such Person or any of its other Subsidiaries,
(iv) any after-tax gains and after-tax losses attributable to extraordinary
and non-recurring items, including Recovery Events, Extraordinary Receipts and
Dispositions outside the ordinary course of business and any after-tax gains on
pension reversions received by such Person or its Subsidiaries, and (v) to
the extent included in calculating such net income, non-cash revenue and
non-cash expenses earned or incurred by such Person or any of its
Subsidiaries.

       

      "Consolidated Operating Cash
Flow" means, for any period, for any Person,

       

      (a)            Consolidated
Net Income of such Person for such period, plus

       

      (b)            (to
the extent deducted in calculating such Consolidated Net Income) the sum of,
without duplication, (i) Consolidated Depreciation Expense,
(ii) Consolidated Amortization Expense, (iii) Consolidated Interest
Expense, (iv) income tax expense for such Person and its Subsidiaries
(other than any such expense with respect to extraordinary gains),
(v) recurring and non-recurring non-cash losses and expenses (determined on
a consolidated basis), and (vi) fees and expenses incurred in connection
with the Second Amendment and paid in cash in the third

       


      
        
          
             

            


            


            5432462v.2
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          8

           


        

        
           


        

      


      and
fourth quarter of fiscal 2009, including fees and expenses of advisors and legal
counsel, and the costs incurred in connection with the requirements under the
Loan Documents with respect to the Collateral, in each case only to the extent
that such fees and expenses are treated as operating expenses and, less

       

      (c)            the
sum of (i) Film Cash Payments becoming due and payable during such period,
and (ii) (to the extent included in calculating such Consolidated Net
Income) non-cash revenues, in each case (notwithstanding clause (ii) of the
proviso in the definition of "Consolidated Net Income") calculated, if
applicable, on a Pro Forma Basis (except for purposes of calculating the
Consolidated Fixed Charge Coverage Ratio and the Consolidated Interest Coverage
Ratio) after giving effect to (A) any sale or Disposition of any Station as
if the same were consummated or became effective on the first day of such period
and (B) subject to the provisos set forth below, any Local Marketing
Agreement, Joint Sales Agreement and/or Shared Services Agreement, as if the
same were consummated or became effective on the first day of such period, each
as determined on a consolidated basis in accordance with GAAP after eliminating
all intercompany items;

       

      provided
that

       

      (1)            in
the case of any Local Marketing Agreement, Joint Sales Agreement and/or Shared
Services Agreement,

       

      (x)            Consolidated
Operating Cash Flow shall reflect adjustments thereto for anticipated changes in
network compensation for such period to be effected within 120 days after the
entering into of any such Local Marketing Agreement, Joint Sales Agreement
and/or Shared Services Agreement, commissions for national representatives and
other items of revenue or expense (including as the result of a reduction in the
number of employees within 120 days after the date of entering into any such
Local Marketing Agreement, Joint Sales Agreement and/or Shared Services
Agreement), in each case as may be satisfactory to the Administrative Agent
and

       

      (y)            notwithstanding
the foregoing or anything else in this Agreement to the contrary only net
amounts receivable that are subject to no contingency with respect to any such
Local Marketing Agreement, Joint Sales Agreement and/or Shared Services
Agreement may be treated on a Pro Forma Basis in calculating Consolidated
Operating Cash Flow; and

       

      (2)            Consolidated
Operating Cash Flow shall also reflect the adjustments thereto set forth on
Schedule
1.01(B); and

       

      (3)            notwithstanding
the foregoing or anything in this Agreement to the contrary, in no event shall
(A) any gain realized by the Borrower or any Subsidiary as a result of the
purchase, forgiveness or other cancellation of any Indebtedness of the Borrower
or any Subsidiary for less than the face value of such Indebtedness be included
in Consolidated Operating Cash Flow and (B) any cash flow or net income
attributable to any
Subsidiary of the Borrower that is not a Wholly-Owned Subsidiary be included in
the calculation of Consolidated Operating Cash Flow of the
Borrower.

       

      "Consolidated Senior Leverage
Ratio" means, on any date, the ratio of

       

      (a)           the
amount of Consolidated Total Debt of the Borrower and its Subsidiaries on such
date

       

      minus, to the
extent included in Consolidated Total Debt, the sum of the outstanding
face amount of (i) the 7% Senior Subordinated Notes issued by Borrower on
December 30, 2003, and due 2014, plus (ii) the 12% Senior Subordinated
PIK Notes due 2014 issued by Borrower, plus (iii)  any Subordinated Notes
issued in accordance with the terms of Section 7.05;
to

       

      (b)           the
Consolidated Operating Cash Flow of the Borrower and its Subsidiaries for the
applicable Measurement Period relating to such date.

       

      "Consolidated Total
Debt" means, for any Person on any date, the Indebtedness of such Person
and its Subsidiaries on such date, determined on a consolidated basis in
accordance with GAAP.  Consolidated Total Debt shall be calculated on
such date giving effect to all transactions (and all resulting borrowings and
other consequences) consummated or to be consummated on such date.

       

      "Consolidated Total Leverage
Ratio" means, on any date, the ratio of

       

      (a)           the
sum of (i) the Consolidated Total Debt of the Borrower and its Subsidiaries
on such date minus the sum of outstanding principal amount of any Unsecured
Notes that meet each of the following characteristics:  (A) the
Indebtedness under such Unsecured Note matures after the latest maturity date of
the Loans, (B) such Indebtedness is subject to payment-in kind interest
payments and requires no cash interest or other payment, but in each case only
(1) for so long as such interest payments are payment-in-kind under the
documentation of any such Unsecured Notes as it exists on the Second Amendment
Effective Date (all extensions, refinancings, refundings, renewals and increases
of any such Indebtedness, or extensions or renewals of payment-in-kind features
of such Indebtedness shall NOT meet this requirement) and (2) until such
Indebtedness begins accruing interest that will require any cash payment, and
(ii) all Indebtedness of Nexstar Finance Holdings requiring interest and/or
principal payments in cash on or before such date to

       

      (b)           the
Consolidated Operating Cash Flow of the Borrower and its Subsidiaries for the
applicable Measurement Period relating to such date.

       

      "Consolidation
Expenses" means, for any period and with respect to any Person, the
aggregate of all expenditures by such Person and its Subsidiaries on a
consolidated basis during such period related to the consolidation of
Stations.

       

      "Continuing Directors"
means, as of any date of determination, any member of the Board of Directors of
the Ultimate Parent who (i) was a member of such Board of Directors or
similar governing persons of the Ultimate Parent on the Effective Date;
(ii) was nominated for election or
elected to such Board of Directors with approval of a majority of the Continuing
Directors who were members of such Board of Directors at the time of such
nomination or election; or (iii) was nominated by one or more Principals
owning at least 20% of the Voting Stock (measured by voting power rather than
the number of shares) of the Ultimate Parent at the time of such
nomination.

       

      "Contractual
Obligation" means, as to any Person, any provision of any security issued
by such Person or of any agreement, undertaking, contract, lease, loan
agreement, indenture, mortgage, deed of trust or other instrument, document or
agreement to which such Person is a party or by which it or any of its property
is bound.

       

      "Control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  "Controlling" and
"Controlled"
have meanings correlative thereto.

       

      "Co-Syndication
Agents" means UBS Securities LLC and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, in their capacity as Co-Syndication Agents for the Lenders
hereunder, and any successor to such agents.

       

      "Credit Event" means
the making of any Loan or the issuance of any Letter of Credit.

       

      "Credit Parties" means
the collective reference to the Parent Guarantors (including but not limited to
Nexstar Finance Holdings), the Borrower, the Subsidiary Guarantors, the Mission
Entities and any other Person hereafter executing and delivering a Security
Document or a Guaranty Agreement or any equivalent document for the benefit of
the Administrative Agent and/or any Lender; provided
that David S. Smith will not be deemed to be a Credit Party.

       

      "Debtor Relief Laws"
means the Bankruptcy Code, and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.

       

      "Default" means any
event or circumstance that constitutes an Event of Default or that, with the
giving of notice, the lapse of time, or both, would (if not cured or otherwise
remedied during such time) constitute an Event of Default.

       

      "Default Rate" means
(a) when used with respect to Obligations other than Letter of Credit Fees,
an interest rate equal to (i) the Base Rate plus (ii) the
Applicable Margin, if any, applicable to Base Rate Loans plus (iii) 2%
per annum; provided, however, that with
respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate
equal to the interest rate (including any Applicable Margin) otherwise
applicable to such Loan plus 2% per annum, and (b) when used with respect
to Letter of Credit Fees, a rate equal to the Applicable Margin plus 2% per
annum.

       


      
        
          
             

            


            


            5432462v.2
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          9

           


        

        
           


        

      


      "Defaulting Lender"
means any Mission Defaulting Lender or any Lender, as determined by the
Administrative Agent, that has (a) failed to fund any portion of the Loans
or participations in L/C Obligations required to be funded by it hereunder
within one Business Day after the date required to be funded by it hereunder,
(b) notified the Borrower, the Administrative Agent or the L/C Issuer in
writing that it does not intend to comply with any of its funding obligations
under this Agreement or has made a public statement to the effect that it does
not intend to comply with its funding obligations under this Agreement or under
other agreements generally in which it commits to extend credit,
(c) failed, within three Business Days after request by the Administrative
Agent, to confirm that it will comply with the terms of this Agreement relating
to its obligations to fund prospective Loans and participations in then
outstanding L/C Obligations, (d) otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by
it hereunder within one Business Day after the date when due, unless the subject
of a good faith dispute, or (e) (i) become or is insolvent or
(ii) become the subject of a bankruptcy or insolvency proceeding, or has
had a receiver, conservator, trustee, administrator, assignee for the benefit of
creditors or similar Person charged with reorganization or liquidation of its
business or custodian, appointed for it, or has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such
proceeding or appointment.

       

      "Disposition" means
the direct or indirect sale, assignment, lease (as lessor), transfer, conveyance
or other disposition (including, without limitation, dispositions of or pursuant
to Local Marketing Agreements, Joint Sales Agreement or Shared Services
Agreements or pursuant to Sale and Leaseback Transactions), in a single
transaction or a series of related transactions, by any Nexstar Entity to any
Person (other than the Borrower or any Wholly-Owned Subsidiary of the Borrower)
of any assets or property of any Nexstar Entity; provided
that in any event the term "Disposition" shall
mean and include sales, assignments, leases (as lessor), transfers, conveyances
or other dispositions (including, without limitation, pursuant to Local
Marketing Agreements, Joint Sales Agreements or Shared Services Agreements) of
principal divisions, or lines of business of, any Nexstar Entity including,
without limitation, any Station of any Nexstar Entity or the Capital Stock of
any Subsidiary of any Nexstar Entity.  The terms "Dispose" and "Disposed of" shall
have correlative meanings.

       

      "Disqualified Stock"
means any Capital Stock which, by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable), at the option of
the holder thereof or upon the happening of any event, matures or is mandatorily
redeemable pursuant to a sinking fund obligation or otherwise, or is redeemable,
at the option of the holder thereof, in whole or in part.

       

      "Dividend" means, with
respect to any Person, that such Person has authorized, declared or paid a
dividend or returned any equity capital to holders of its Capital Stock as such
or made any other distribution, payment or delivery of property or cash to
holders of its Capital Stock as such.

       

      "Dollars" and "$" each mean lawful
money of the United States.

       

      "Domestic Lending
Office" shall have the meaning specified in the definition of "Lending
Office".

       

      "Effective Date" has
the meaning specified in Section 10.16.

       

      "Eligible Assignee"
means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved
Fund; and (d) any other Person (other than a natural person) approved by
(i) the Administrative Agent and the L/C Issuer, and (ii) unless an
Event of Default has occurred and is continuing, the Borrower (each such
approval not to be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, "Eligible Assignee"
shall not include the Borrower or any of the Borrower's Affiliates or
Subsidiaries.

       

      “Environmental Laws”
means any and all Federal, state, local, and foreign statutes, Laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
hazardous substances or wastes, air emissions and discharges to waste or public
systems.

       

      “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower, any other Credit Party or any of their respective
Subsidiaries directly or indirectly resulting from or based upon
(a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or
(e) any contract, agreement or other consensual arrangement pursuant to
which liability is assumed or imposed with respect to any of the
foregoing.

       

      "ERISA" means the
Employee Retirement Income Security Act of 1974, and the rules and regulations
promulgated thereunder as from time to time in effect.

       

      "ERISA Affiliate"
means any trade or business (whether or not incorporated) under common control
with any Nexstar Entity within the meaning of Section 414(b) or (c) of the
Code (and Sections 414(m) and (o) for purposes of provisions relating to
Sections 412, 414(t)(2) and 4971 of the Code).

       

      "ERISA Event" means
(i) a Reportable Event with respect to a Pension Plan or a Multiemployer
Plan which could reasonably be expected to result in a material liability to any
Nexstar Entity; (ii) a withdrawal by any Nexstar Entity or any ERISA
Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan
year in which it was a substantial employer (as defined in Section 4001(a)(2) of
ERISA) or a cessation of operations which is treated as such a withdrawal under
Section 4062(e) of ERISA where such withdrawal or cessation could reasonably be
expected to result in a material liability to any Nexstar Entity; (iii) a
complete or partial withdrawal by any Nexstar Entity or any ERISA Affiliate from
a Multiemployer Plan which could reasonably be expected to result in a material
liability to any Nexstar Entity or notification that a Multiemployer Plan is
insolvent or in reorganization; (iv) the filing of a notice of intent to
terminate other than under a standard termination pursuant to Section 4041(b) of
ERISA
where such standard termination or the process of affecting such standard
termination will not result in a material liability to any Nexstar Entity or an
ERISA Affiliate, the treatment of a plan amendment as a termination under
Section 4041 or 4041A of ERISA or the commencement of proceedings by the PBGC to
terminate a Pension Plan or Multiemployer Plan; (v) a failure by any
Nexstar Entity or any ERISA Affiliate to make required contributions to a
Pension Plan, Multiemployer Plan or other Plan subject to Section 412 of the
Code; (vi) an event or condition which might reasonably be expected to
constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan or Multiemployer Plan;
(vii) the imposition of any material liability under Title IV of ERISA,
other than PBGC premiums due but not delinquent under Section 4007 of ERISA,
upon any Nexstar Entity or any ERISA Affiliate; or (viii) an application
for a funding waiver or an extension of any amortization period pursuant to
Section 412 of the Code with respect to any Plan.

       

      "Eurodollar Base Rate"
means:

       

      (a)           For
any Interest Period with respect to a Eurodollar Loan, the rate per annum equal
to (i) the British Bankers Association LIBOR Rate as published by Reuters
(or other commercially available source providing quotations of BBA LIBOR as
designated by the Administrative Agent from time to time) (“BBA LIBOR”), at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, for Dollar deposits (for delivery on the
first day of such Interest Period) with a term equivalent to such Interest
Period or (ii) if such published rate is not available at such time for any
reason, the rate determined by the Administrative Agent to be the rate at which
deposits in Dollars for delivery on the first day of such Interest Period in
same day funds in the approximate amount of the Eurodollar Loan being made,
continued or converted by Bank of America and with a term equivalent to such
Interest Period would be offered by Bank of America’s London Branch to major
banks in the London interbank Eurodollar market at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period; provided that, for an Interest
Period of less than three months, if the Eurodollar Base Rate would, but for the
application of this proviso, be less than the Eurodollar Base Rate for an
Interest Period of three months, the Eurodollar Base Rate shall be the
Eurodollar Base Rate for an Interest Period of three months.

       

      (b)           For
any interest rate calculation with respect to a Base Rate Loan, the rate per
annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time on the
date of determination (provided that if such day is not a Business Day in
London, the next preceding London Business Day) for Dollar deposits being
delivered in the London interbank market for a term of one month commencing that
day or (ii) if such published rate is not available at such time for any reason,
the rate determined by the Administrative Agent to be the rate at which deposits
in Dollars for delivery on the date of determination in same day funds in the
approximate amount of the Base Rate Loan being made, continued or converted by
Bank of America and with a term equal to one month would be offered by Bank of
America’s London Branch to major banks in the London interbank Eurodollar market
at their request at the date and time of determination.

       


      
        
          
             

            


            


            5432462v.2
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          10

           


        

        
           


        

      


      "Eurodollar Loan"
means any Loan that bears interest rate computed on the basis of the Eurodollar
Rate.

       

      "Eurodollar Rate"
means for any Interest Period with respect to any Eurodollar Loan, a rate per
annum equal to the greater of (a) 1.00% and (b) the rate determined by the
Administrative Agent pursuant to the following formula:

       

      
        	
                Eurodollar
      Rate  =

              	
                               Eurodollar
      Base
      Rate                                                       

                1.00
      – Eurodollar Reserve Percentage

              


      

       

      "Eurodollar Reserve
Percentage" means, for any day during any Interest Period, the reserve
percentage (expressed as a decimal, carried out to five decimal places) in
effect on such day, whether or not applicable to any Lender, under regulations
issued from time to time by the Federal Reserve Board for determining the
maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as "Eurocurrency liabilities").  The Eurodollar Rate for
each outstanding Eurodollar Loan shall be adjusted automatically as of the
effective date of any change in the Eurodollar Reserve Percentage.

       

      "Event of Default"
means any of the events or circumstances specified in Section 8.01.

       

      "Excess Cash Flow"
means for any Person for any period,

       

      (a)            the
sum for such period of (i) Consolidated Net Income; plus
(ii) Consolidated Amortization Expense and Consolidated Depreciation
Expense, in each case to the extent deducted in determining such Consolidated
Net Income; plus (iii) non-cash charges, to the extent deducted in
determining such Consolidated Net Income;

       

      less (to
the extent not already deducted in determining Consolidated Net
Income);

       

      (b)            the
sum for such period of (i) Capital Expenditures of such Person and its
consolidated Subsidiaries and payments becoming due and payable during such
period by such Person and its consolidated Subsidiaries in respect of Film
Obligations; plus (ii) Consolidation Expenses of such Person for such
period; plus (iii) (A) Adjusted Working Capital of such Person as
determined on the last day of such period minus (B) Adjusted Working
Capital of such Person as determined on the first day of such period; plus
(iv) regularly scheduled payments of principal and voluntary prepayments of
principal of (x) Term B Loans, (y) to the extent accompanied by a
Commitment reduction, Revolving Loans and (z) other Indebtedness, by such
Person and its consolidated Subsidiaries, to the extent not prohibited
hereunder; plus (v) all non-cash revenues and gains, to the extent included
in determining such Consolidated Net Income; plus (vi) gains realized in
respect of Dispositions, to the extent included in determining such Consolidated
Net Income.

       

      "Excluded Proceeds"
means none.

       

      "Excluded Taxes"
means, with respect to the Administrative Agent, any Lender, the L/C Issuer or
any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder, (a) taxes imposed on or measured by its overall
net income (however denominated), and franchise taxes imposed on it (in lieu of
net income taxes), by the jurisdiction (or any political subdivision thereof)
under the Laws of which such recipient is organized or in which its principal
office is located or, in the case of any Lender, in which its applicable Lending
Office is located, (b) any branch profits taxes imposed by the United
States or any similar tax imposed by any other jurisdiction in which the
Borrower is located and (c) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 10.13),
any withholding tax that is imposed on amounts payable to such Foreign Lender at
the time such Foreign Lender becomes a party hereto (or designates a new Lending
Office) or is attributable to such Foreign Lender's failure or inability (other
than as a result of a Change in Law) to comply with Section 3.01(e),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new Lending Office (or assignment), to
receive additional amounts from the Borrower with respect to such withholding
tax pursuant to Section 3.01(a).

       

      "Existing Nexstar Credit
Agreement" has the meaning specified in Recital A.

       

      "Extraordinary
Receipt" means any cash received by or paid to or for the account of any
Person not in the ordinary course of business (net of any taxes paid or payable
as a result of the receipt of such cash (or reasonably and in good faith
reserved for the payment of any such taxes after taking into account all
available credits and deductions)), including tax refunds, pension plan
reversions, proceeds of insurance (other than proceeds of business interruption
insurance to the extent such proceeds constitute compensation for lost
earnings), condemnation awards (and payments in lieu thereof), indemnity
payments and any purchase price adjustments, provided that
any amounts deducted from Extraordinary Receipts that are not immediately due
and payable shall be delivered to the Administrative Agent to be held as
collateral in accordance with the terms of Section
10.19(l).

       

      "Facility Percentage"
means, as to any Lender at any time, the quotient (expressed as a percentage) of
(i) the sum of (A) such Lender's Revolving Commitment (as in effect at such
time) or, if such Revolving Commitment has been terminated in full, such
Lender's outstanding Revolving Loans and participations in L/C Obligations (or,
without duplication, obligations held by the L/C Issuer in respect of L/C
Obligations, in the case of the L/C Issuer), plus (B) such Lender's outstanding
Term B Loans, divided by (ii) the sum of (A) the Aggregate Revolving Commitment
(as in effect at such time) or, if the Aggregate Revolving Commitment has been
terminated in full, the aggregate principal amount of outstanding Revolving
Loans and L/C Obligations, plus (B) the Aggregate Outstanding Term B Loan
Balance.

       

      "FCC" means the
Federal Communications Commission.

       

      "FCC License" has the
meaning specified in Section 5.17.

       

      "Federal Funds
Rate" means,
for any day, the rate per annum equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the
Federal Reserve Bank of New York on the Business Day next succeeding such day;
provided that (a) if such day is not a Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next preceding Business
Day as so published on the next succeeding Business Day, and (b) if no such rate
is so published on such next succeeding Business Day, the Federal Funds Rate for
such day shall be the average rate (rounded upward, if necessary, to a whole
multiple of 1/100 of 1%) charged to Bank of America on such day on such
transactions as determined by the Administrative Agent.

       

      "Federal Reserve
Board" means the Board of Governors of the Federal Reserve System or any
successor thereto.

       

      "Fee Letters" means
(i) the letter agreement, dated March 15, 2005, among the Borrower, the Mission
Borrower, the Administrative Agent and BAS, (ii) the letter agreement, dated
March 15, 2005, among the Borrower, the Mission Borrower, the Administrative
Agent, the Joint Lead Arrangers, the Joint Book Managers, UBS Loan Finance LLC
and Merrill Lynch Capital Corporation, and (iii) any other fee letter entered
into by the Borrower any Agent, Joint Lead Arranger, Joint Book Manager or
Lender in connection with this Agreement.

       

      "Film Cash Payments"
means, for any period for any Person, the sum (determined on a consolidated
basis and without duplication) of all payments by such Person and its
Subsidiaries becoming due and payable during such period in respect of Film
Obligations; provided
that amounts applied to the prepayment of Film Obligations owing under
Prepayable Film Contracts shall not be deemed to be Film Cash
Payments.

       

      "Film Obligations"
means obligations in respect of the purchase, use, license or acquisition of
programs, programming materials, films, and similar assets used in connection
with the business and operations of the Borrower and its
Subsidiaries.

       

      "Fiscal Quarter" means
each of the following quarterly periods: (i) January 1 of each calendar
year through and including March 31 of such calendar year, (ii) April 1 of
each calendar year through and including June 30 of such calendar year,
(iii) July 1 of each calendar year through and including September 30 of
such calendar year and (iv) October 1 through and including December 31 of
such calendar year.

       

      "Fiscal Year" means a
calendar year.

       

      "Foreign Lender" means
any Lender that is organized under the Laws of a jurisdiction other than that in
which the Borrower is resident for tax purposes.  For purposes of this
definition, the United States, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.

       

      "Former Major Network
Affiliate" at any time means any Station that, at such time, is not
subject to a Network Affiliation Agreement with a Major Television Network, if
either (i) such Station is subject to a Network Affiliation Agreement with
a Major Television Network on the Effective Date, or (ii) if such Station
is not a Station on the Effective Date, then such Station was subject to a
Network Affiliation Agreement with a Major Television Network on the date it
became a
Station; provided
that, for purposes of this definition and Section 8.01(p),
two or more Stations that substantially simulcast the same programming will be
deemed to be a single Station so long as they do so.

       

      "Fund" means any
Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business.

       

      "GAAP" means generally
accepted accounting principles in the United States set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute
of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or such other principles as may be approved
by a significant segment of the accounting profession in the United States, that
are applicable to the circumstances as of the date of determination,
consistently applied.

       

      "Governmental
Authority" means the government of the United States or any other nation,
or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central
Bank).

       

      
        
          
            
               

              


              


              5432462v.2
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            11

             


          

          
             


          

        

      

       

      "Granting Lender" has
the meaning specified in Section
10.06(h).

       

      "Guarantor" means each
Credit Party which is a party to a Guaranty Agreement.

       

      "Guaranty Agreements"
means the Nexstar Guaranty Agreement, the Mission Guaranty of Nexstar
Obligations, the Nexstar Guaranty of Mission Obligations, each Guaranty
Supplement to each of the foregoing and any other agreement executed and
delivered to the Administrative Agent guaranteeing any of the Obligations, and
any and all amendments, modifications, restatements, extensions, increases,
rearrangements and/or substitutions of any of the foregoing.

       

      "Guaranty Obligation"
means, as applied to any Person, any direct or indirect liability of that Person
with respect to any Indebtedness, lease, dividend, letter of credit or other
obligation (the "primary obligations")
of another Person (the "primary obligor"),
including any obligation of that Person, whether or not contingent, without
duplication (i) to purchase, repurchase or otherwise acquire such primary
obligations or any property constituting direct or indirect security therefor;
(ii) to advance or provide funds (x) for the payment or discharge of any such
primary obligation, or (y) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency or any
balance sheet item, level of income or financial condition of the primary
obligor; (iii) to purchase property, securities or services primarily for the
purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation; or (iv)
otherwise to assure or hold harmless the holder of any such primary obligation
against loss in respect thereof; in each case, including arrangements ("non-recourse guaranty
arrangements") wherein the rights and remedies of the holder of the
primary obligation are limited to repossession or sale of certain property of
such Person.  The amount of any Guaranty Obligation shall be deemed
equal to the stated or
determinable amount of the primary obligation in respect of which such Guaranty
Obligation is made (or if less, the stated or determinable amount of such
Guaranty Obligation) or, if not stated or if indeterminable, the maximum
reasonably anticipated liability in respect thereof; provided
that the amount of any non-recourse guaranty arrangement shall not be deemed to
exceed the fair value of the property which may be repossessed or sold by the
holder of the primary obligation in question.

       

      "Guaranty Supplements"
means each of the Guaranty Supplements which are attached to the Guaranty
Agreements as Annex A thereto.

       

      “Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or
toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law.

       

      "Hedge Bank" means (a)
any Person that, at the time it entered into an Interest Rate Protection
Agreement permitted under Article VII, was a
Lender or an Affiliate of a Lender and (b) the Administrative Agent and
each of its Affiliates party to an Interest Rate Protection Agreement, in its
capacity as a party to such Interest Rate Protection Agreement.

       

      "Highest Lawful Rate"
means at the particular time in question the maximum rate of interest which,
under Applicable Law, any Lender is then permitted to charge on the
Obligations.  If the maximum rate of interest which, under Applicable
Law, any Lender is permitted to charge on the Obligations shall change after the
date hereof, the Highest Lawful Rate shall be automatically increased or
decreased, as the case may be, from time to time as of the effective time of
each change in the Highest Lawful Rate without notice to the
Borrower.  For purposes of determining the Highest Lawful Rate under
Texas Law (if applicable), on each day, if any, that Chapter 303 of the
Texas Finance Code, as amended, establishes the Highest Lawful Rate, such rate
shall be the weekly ceiling computed in accordance with Section 303.003 of
the Texas Finance Code, as amended, for that day.

       

      "Holders" means the
requisite holders of any of the Senior Second Lien Secured Notes or Subordinated
Notes, as applicable, of any class or type, or the trustee of any indenture
executed in connection with such Senior Second Lien Secured Notes or
Subordinated Notes, as applicable, in each case as applicable such that such
holders or trustee is authorized to act on behalf of all such holders of the
Senior Second Lien Secured Notes or Subordinated Notes of such class or
type.

       

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

       

      "Impacted Lender"
means a Defaulting Lender, a Mission Impacted Lender or a Lender as to which (a)
the L/C Issuer or the Administrative Agent has a good faith belief that the
Lender has defaulted in fulfilling its obligations under one or more other
syndicated credit facilities or (b) an entity that Controls the Lender has been
deemed insolvent or become subject to a bankruptcy or other similar
proceeding.

       

      "Incremental Facility"
[Intentionally Deleted].

       

      "Incremental Revolving
Commitments" [Intentionally Deleted].

       

      "Incremental Revolving
Lenders" [Intentionally Deleted].

       

      "Incremental Revolving
Loans" [Intentionally Deleted].

       

      "Indebtedness" of any
Person means, without duplication, (i) all indebtedness for borrowed money;
(ii) all obligations issued, undertaken or assumed as the deferred purchase
price of property or services (other than (x) trade payables entered into in the
ordinary course of business pursuant to ordinary terms and (y) ordinary course
purchase price adjustments); (iii) all reimbursement or payment obligations
with respect to letters of credit or non-contingent reimbursement or payment
obligations with respect to bankers' acceptances, surety bonds and similar
documents; (iv) all obligations evidenced by notes, bonds, debentures or
similar instruments, including obligations so evidenced incurred in connection
with the acquisition of property, assets or businesses; (v) all
indebtedness created or arising under any conditional sale or other title
retention agreement or sales of accounts receivable, in any such case with
respect to property acquired by the Person (even though the rights and remedies
of the seller or bank under such agreement in the event of default are limited
to repossession or sale of such property); (vi) all Capital Lease
Obligations; (vii) all net obligations with respect to Interest Rate
Protection Agreements; (viii) Disqualified Stock; (ix) all indebtedness
referred to in clauses
(i) through (viii) above secured
by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien upon or in property
(including accounts and contracts rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness (in
which event the amount thereof shall not be deemed to exceed the fair value of
such property); and (x) all Guaranty Obligations in respect of obligations
of the kinds referred to in clauses (i) through
(ix)
above.

       

      "Indemnified Taxes"
means Taxes other than Excluded Taxes.

       

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

       

      "Information" has the
meaning specified in Section
10.07.

       

      "Information
Certificate" means a certificate of the Borrower executed on the
Borrower's behalf by a Responsible Officer of the Borrower, substantially in the
form of Exhibit
E.

       

      "Initial Borrowing
Date" means the date, occurring on the Effective Date, on which the
initial Credit Event occurs.

       

      "Initial Excess Cash
Flow" means for any Person for any period,

       

      (a)            the
sum for such period of (i) Consolidated Net Income; plus (ii) Consolidated
Amortization Expense and Consolidated Depreciation Expense, in each case to the
extent deducted in determining such Consolidated Net Income; plus (iii) non-cash
charges, to the extent deducted in determining such Consolidated Net Income;
less (to
the extent not already deducted in determining Consolidated Net
Income);

       

      (b)            the
sum for such period of (i) Capital Expenditures of such Person and its
consolidated Subsidiaries and payments becoming due and payable during such
period by such Person and its consolidated Subsidiaries in respect of Film
Obligations; plus (ii) Consolidation Expenses of such Person for such
period; plus (iii) (A) Adjusted Working Capital of such Person as determined on
the last day of such period minus (B) Adjusted Working Capital of such
Person as determined on the first day of such period; plus (iv) regularly
scheduled payments of principal and voluntary prepayments of principal of (x)
Term B Loans, (y) to the extent accompanied by a Commitment reduction, Revolving
Loans and (z) other Indebtedness, by such Person and its consolidated
Subsidiaries, to the extent not prohibited hereunder; plus (v) all Restricted
Payments paid by such Person or any of its consolidated Subsidiaries (other than
to such Person or any such Subsidiary) permitted by Section 7.10 of this
Agreement as it existed immediately prior to the Second Amendment Effective
Date; plus (vi) all non-cash revenues and gains, to the extent included in
determining such Consolidated Net Income; plus (vii) gains realized in respect
of Dispositions, to the extent included in determining such Consolidated Net
Income.

       

      
        
          
            
               

              


              


              5432462v.2
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            12

             


          

          
             


          

        

      

       

      "Initial Public
Offering" means the sale by the Ultimate Parent of shares of its common
stock in a public offering registered under the Securities Act of
1933.

       

      "Insolvency
Proceeding" means (i) any case, action or proceeding before any
court or other Governmental Authority relating to bankruptcy, reorganization,
insolvency, liquidation, receivership, dissolution, winding-up or relief of
debtors, or (ii) any general assignment for the benefit of creditors,
composition, marshalling of assets for creditors, or other, similar arrangement
in respect of its creditors generally; in each case undertaken under U.S.
Federal, State or foreign Law, including the Bankruptcy Code.

       

      "Intellectual
Property" has the meaning specified in Section
5.09.

       

      "Intercreditor
Agreement" has the meaning specified in Section
7.05(s).

       

      "Interest Payment
Date" means (i) with respect to any Base Rate Loan, the last
Business Day of each calendar quarter and the Maturity Date, (ii) with
respect to any Eurodollar Loan, the last day of each Interest Period applicable
to such Eurodollar Loan and the date such Eurodollar Loan is repaid or prepaid;
provided,
however, that if any Interest Period for any Eurodollar Loan exceeds three
months, then the date which falls three months after the beginning of such
Interest Period or, if applicable, at the end of any three-month interval
thereafter shall also be an "Interest Payment
Date" for such Eurodollar Loan.

       

      "Interest Period"
means, in relation to any Eurodollar Loan, the period commencing on the date
such Eurodollar Loan is disbursed or converted to or continued as a Eurodollar
Loan and ending on the date one, two, three or six months thereafter (or, nine
or twelve months thereafter upon the request of the Borrower and the consent of
the Administrative Agent and each Lender that is making or has made such Loan,
which shall not be unreasonably withheld, if loans of such duration are
generally available in the London interbank Eurodollar market), as selected or
deemed
selected by the Borrower in its Revolving Loan Notice or Term B Loan Notice, as
the case may be; provided
that:

       

      (i)           if
any Interest Period would otherwise end on a day which is not a Business Day,
such Interest Period shall be extended to the next succeeding Business Day
unless the result of such extension would be to carry such Interest Period into
another calendar month, in which event such Interest Period shall end on the
immediately preceding Business Day;

       

      (ii)           any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of the
calendar month which is one, two, three, six, nine or twelve months, as the case
may be, after the calendar month in which such Interest Period began;
and

       

      (iii)           no
Interest Period for any Loan shall extend beyond the Maturity Date.

       

      "Interest Rate Protection
Agreement" means an interest rate swap, cap, collar, option or similar
arrangement entered into to hedge interest rate risk (and not for speculative
purposes), including without limitation, fixed to floating and floating to
fixed, and any other derivative product, so long as such other derivative
product is consented to by Administrative Agent.

       

      "Internal Control
Event" means a material weakness in, or fraud that involves management or
other employees who have a significant role in, the Borrower’s or Ultimate
Parent's internal controls over financial reporting, in each case as described
in the Securities Laws.

       

      "ISP" means, with
respect to any Letter of Credit, the "International Standby Practices 1998"
published by the Institute of International Banking Law & Practice (or
such later version thereof as may be in effect at the time of
issuance).

       

      "Issuer Documents"
means with respect to any Letter of Credit, the Letter of Credit Application,
and any other document, agreement and instrument entered into by the L/C Issuer
and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating
to any such Letter of Credit.

       

      "Joinder to Pledge and
Security Agreement" means a supplement to the Pledge and Security
Agreement in the form of Annex B thereto, whereby a Nexstar Entity becomes a
party to, and assumes all obligations of, a pledgor under the Pledge and
Security Agreement.

       

      "Joinder to Security
Agreement" means a supplement to the Security Agreement in the form of
Annex C thereto, whereby a Nexstar Entity becomes a party to, and assumes all
obligations of, a grantor under the Security Agreement.

       

      "Joint Book Managers"
means Bank of America Securities LLC and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, in their capacity as Joint Book Managers.

       

      "Joint Lead Arrangers"
means Bank of America Securities LLC and UBS Securities LLC, in their capacity
as Joint Lead Arrangers.

       

      "Joint Sales
Agreement" means an agreement for the sale of commercial or advertising
time or any similar arrangement pursuant to which a Person obtains the right to
(i) sell at least a majority of the time for commercial spot
announcements, and/or resell to advertisers such time on, (ii) provide the
sales staff for the sale of the advertising time or the collection of accounts
receivable with respect to commercial advertisements broadcast on,
(iii) set the rates for advertising on and/or (iv) provide the
advertising material for broadcast on, a television broadcast station the FCC
License of which is held by a Person other than an Affiliate of such
Person.

       

      "Laws" means,
collectively, all international, foreign, Federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative
or judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.

       

      "L/C Advance" means,
with respect to each Lender, such Lender's funding of its participation in any
L/C Borrowing in accordance with its Revolving Commitment
Percentage.

       

      "L/C Borrowing" means
an extension of credit resulting from a drawing under any Letter of Credit which
has not been reimbursed on the date when made or refinanced as a Revolving
Borrowing.

       

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

       

      "L/C Issuer" means
Bank of America in its capacity as issuer of Letters of Credit hereunder, or any
successor issuer of Letters of Credit hereunder.

       

      "L/C Obligations"
means, as at any date of determination, the aggregate amount available to be
drawn under all outstanding Letters of Credit plus the aggregate of
all Unreimbursed Amounts, including all L/C Borrowings.  For purposes
of computing the amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance with Section 1.07.  For
all purposes of this Agreement, if on any date of determination a Letter of
Credit has expired by its terms but any amount may still be drawn thereunder by
reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be
deemed to be "outstanding" in the amount so remaining available to be
drawn.

       

      "Leasehold" of any
Person means all of the right, title and interest of such Person as lessee or
licensee in, to and under leases or licenses of land, improvements and/or
fixtures.

       


      
        
          
             

            


            


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      "Lenders" has the
meaning specified in the Preamble hereto and such term shall also include the
L/C Issuer, the Administrative Agent in its capacity as a lender hereunder and
the Co-Syndication Agents in their capacities as lenders hereunder.

       

      "Lending Office"
means, as to any Lender, the office or offices of such Lender described as such
in such Lender's Administrative Questionnaire, or such other office or offices
as a Lender may from time to time notify the Borrower and the Administrative
Agent.

       

      "Letter of Credit"
means any standby letter of credit issued hereunder.

       

      "Letter of Credit
Application" means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C
Issuer.

       

      "Letter of Credit Expiration
Date" means the day that is seven days prior to the Stated Revolving
Credit Maturity Date (or, if such day is not a Business Day, the next preceding
Business Day).

       

      "Letter of Credit Fee"
has the meaning specified in Section 2.03(i).

       

      "Letter of Credit
Sublimit" means an amount equal to $1,000,000. The Letter of Credit
Sublimit is part of, and not in addition to, the Aggregate Revolving
Commitments.

       

      "License" means any
authorization, permit, consent, franchise, ordinance, registration, certificate,
license, agreement or other right filed with, granted by or entered into with a
Governmental Authority or other Person which permits or authorizes the use of an
electromagnetic transmission frequency or the construction or operation of a
broadcast television station system or any part thereof or any other
authorization, permit, consent, franchise, ordinance, registration, certificate,
license, agreement or other right filed with, granted by or entered into with a
Governmental Authority or other Person which is necessary for the lawful conduct
of the business of constructing or operating a broadcast television
station.

       

      "Lien" means, with
respect to any property or asset (or any revenues, income or profits
therefrom) of any Person (in each case whether the same is consensual or
nonconsensual or arises by contract, operation of law, legal process or
otherwise), (i) any mortgage, lien, security interest, pledge, attachment,
levy or other charge or encumbrance of any kind thereupon or in respect thereof
or (ii) any other arrangement under which the same is transferred,
sequestered or otherwise identified with the intention of subjecting the same
to, or making the same available for, the payment or performance of any
liability in priority to the payment of the ordinary, unsecured creditors of
such Person.  For purposes of this Agreement, a Person shall be deemed
to own subject to a Lien any asset that it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, Capital
Lease or other title retention agreement relating to such asset.

       

      "Liquidity" means, on
any date of determination for the Borrower and its Subsidiaries on a
consolidated basis, the sum of (a) aggregate available cash on hand of the
Borrower on such date (not including cash in Cash Collateral Accounts or used to
Cash Collateralize any of the Obligations), plus (b) the Available
Revolving Commitment on such date.

       

      "Loan" means any
extension of credit made by any Lender pursuant to this Agreement.

       

      "Loan Documents" means
this Agreement, all Guaranty Agreements, all Security Documents, all
Confirmation Agreements, all Issuer Documents, any Request for Credit Extension,
any Notes executed and delivered pursuant to Section 2.11(a)
or in connection with any reallocation of the Revolving Commitment under the
Revolver Reallocation Letter, the Revolver Reallocation Letter, all Secured Cash
Management Agreements, and all other waivers, consents, agreements and
amendments executed in connection with the Revolver Reallocation Letter, any
Secured Hedge Agreement, any other subordination agreement entered into with any
Person with respect to the Obligations, the Fee Letters and any other agreements
between any Person and any Lender respecting fees payable in connection with
this Agreement, and any amendment and/or other agreements executed in connection
with any Replacement Term B Loans and all other written agreements, documents,
instruments and certificates now or hereafter executed and delivered by any
Credit Party or any other Person to or for the benefit of the Administrative
Agent, any Lender or any Affiliate of any Lender pursuant to or in connection
with any of the foregoing, and any and all amendments, increases, supplements
and other modifications thereof and all renewals, extensions, restatements,
rearrangements and/or substitutions from time to time of all or any part of the
foregoing; provided,
that, for the purposes of Sections 8.02 and
10.01 of this
Agreement, the term "Loan Documents" shall
not include any Interest Rate Protection Agreement, Secured Hedge Agreement or
any Secured Cash Management Agreement.

       

      "Local Marketing
Agreement" means a local marketing arrangement, time brokerage agreement,
management agreement or similar arrangement pursuant to which a Person, subject
to customary preemption rights and other limitations, obtains the right to
exhibit programming and sell advertising time during more than fifteen percent
(15%) of the air time of a television broadcast station licensed to another
Person.

       

      "Major Television
Network" means any of ABC, Inc., National Broadcasting Company, Inc.,
CBS, Inc., FOX Television Network, or any other television network which
produces and makes available more than 15 hours of weekly prime time television
programming.

       

      "Majority Lenders"
means, at any time, (i) Lenders that are not Defaulting Lenders and whose
Facility Percentages aggregate more than 50% of the aggregate Facility
Percentages of the Lenders that are not Defaulting Lenders, and (ii) Mission
Lenders (whether or not also Lenders) that are not Defaulting Lenders and whose
respective Mission Facility Percentages aggregate more than 50% of the aggregate
Mission Facility Percentages of the Mission Lenders that are not Defaulting
Lenders.

       

      "Majority Revolver
Lenders" means, at any time, Revolving Lenders that are not Defaulting
Lenders having more than 50% of the Aggregate Combined Revolving Commitment (as in effect at such
time) of the Revolving Lenders that are not Defaulting Lenders or, if the
Aggregate Combined Revolving Commitment has been terminated in full, the
aggregate principal amount of outstanding Revolving Loans and L/C Obligations of
the Revolving Lenders that are not Defaulting Lenders.

       


      
        
          
             

            


            


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      "Margin Stock" means
"margin stock" as such term is defined in Regulation T, U or X of the Federal
Reserve Board.

       

      "Material Adverse
Effect" means, relative to any occurrence of whatever nature (including
any adverse determination in any litigation, arbitration or governmental
investigation or proceeding), a material adverse effect (i) on the operations,
business, assets, properties, condition (financial or otherwise) or prospects of
the Nexstar Entities taken as a whole, (ii) the ability of any Credit Party
to perform its obligations under the Loan Documents to which it is a party or
(iii) the validity or enforceability of this Agreement or any other Loan
Document or the rights and remedies of the Administrative Agent or the Lenders
under this Agreement or any of the other Loan Documents.

       

      "Maturity Date" for
any Loan means (i) with respect to Revolving Loans, the Stated Revolving Credit
Maturity Date, and (ii) with respect to Term B Loans, the Stated Term B Maturity
Date.

       

      "Measurement Period"
means, with respect to any date, the most recently ended four consecutive Fiscal
Quarter period for which financial statements have been or were required to have
been delivered to the Administrative Agent pursuant to Section 6.01(a)
or (b) prior to
such date.

       

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

       

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

       

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

       

      "Mission Credit
Agreement" means that Third Amended and Restated Credit Agreement, dated
as of the date of this Agreement among Mission Borrower, as borrower, the
financial institutions from time to time parties thereto, Bank of America, N.A.,
as administrative agent, UBS Securities LLC and Merrill Lynch, Pierce, Fenner
& Smith Incorporated, as the co-syndication agents, as the same may be
further amended, modified, restated, supplemented, renewed, extended, increased,
rearranged and/or substituted from time to time.

       

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

       

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

       

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

       


      "Mission Guaranty of Nexstar
Obligations" means the First Restated Guaranty Agreement, dated as of
December 30, 2003, executed by the Mission Entities in favor of the Lenders,
whereby the Mission Entities have guaranteed the Obligations.

       

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

       

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

       

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

       

      "Mission Loan" means
any extension of credit made by any Lender under or pursuant to the Mission
Credit Agreement.

       

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

       

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

       

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

       

      "Moody's" means
Moody's Investors Service, Inc., and its successors.

       

      "Mortgage Policies"
means the Mortgage Policies under, and as defined in, the Existing Nexstar
Credit Agreement, and all other New Mortgage Policies and other title policies
delivered in connection with this Agreement, the Loan Documents and the Mission
Loan Documents.

       

      "Mortgaged Properties"
means all Real Property owned or leased by any Nexstar Entity or Mission Entity
and listed on Schedule
5.09 (and not one of the two properties listed on such schedule
asterisked as not to be mortgaged), and all other real property owned by any
Credit Party which is subject to a New Mortgage or other mortgage or deed of
trust Lien to secure all or any part of the Obligations.

       

      "Mortgages" means all
Mortgages (as defined in the Existing Nexstar Credit Agreement) granted by
certain of the Nexstar Entities pursuant to the Existing Nexstar Credit
Agreement (or any predecessor credit agreement which was amended and restated by
the Existing Nexstar Credit Agreement) and which have not been released prior to
the Effective Date, together with all New Mortgages and all other mortgages and
deeds of trust granted by any of the Credit Parties to secure all or any portion
of the Obligations, whether pursuant to the terms of Sections 6.16
and 6.17 or
otherwise.

       

      "Multiemployer Plan"
means a "multiemployer plan" (within the meaning of Section 4001(a)(3) of
ERISA) and to which any Nexstar Entity or any ERISA Affiliate makes, is
making,
or is obligated to make contributions or, during the preceding three calendar
years, has made, or been obligated to make, contributions.

       

      "Net Cash Proceeds"
means, in connection with any Disposition (including any Sale and Leaseback
Transaction), the cash proceeds (including any cash payments received by way of
deferred payment pursuant to a promissory note, receivable or otherwise, but
only as and when received in cash, this provision not permitting any payment to
be made by means other than cash) of such Disposition net of (i) reasonable
transaction costs (including any underwriting, brokerage or other selling
commissions and reasonable legal, advisory and other fees and expenses,
including title and recording expenses, associated therewith actually incurred
and satisfactorily documented), and (ii) taxes estimated to be paid as a
result of such Disposition, provided that
any amounts deducted from Net Cash Proceeds that are not immediately due and
payable shall be delivered to the Administrative Agent to be held as collateral
in accordance with the terms of Section
10.19(l).

       

      "Net Debt Proceeds"
means, with respect to the incurrence or issuance of any Indebtedness by any
Nexstar Entity, (i) the gross cash proceeds received in connection with
such incurrence or issuance, as and when received, minus (ii) all
reasonable out-of-pocket transaction costs (including legal, investment banking
or other fees and disbursements) associated therewith actually incurred (whether
by such Nexstar Entity or an Affiliate thereof), satisfactorily documented and
paid or payable (whether on behalf of such Nexstar Entity or an Affiliate
thereof) to any Person not an Affiliate of a Nexstar Entity, provided that
any amounts deducted from Net Debt Proceeds that are not immediately due and
payable shall be delivered to the Administrative Agent to be held as collateral
in accordance with the terms of Section
10.19(l).

       

      "Net Issuance
Proceeds" means, with respect to the sale or issuance of Capital Stock,
or any capital contribution to, any Nexstar Entity from a source other than a
Nexstar Entity, (i) the gross cash proceeds received in connection with
such sale or issuance or such capital contribution, as and when received minus (ii) all
reasonable out-of-pocket transaction costs (including legal, investment banking
or other fees and disbursements) associated therewith actually incurred (whether
by such Nexstar Entity or an Affiliate thereof), satisfactorily documented and
paid (whether on behalf of such Nexstar Entity or an Affiliate thereof) to any
Person not an Affiliate of a Nexstar Entity, provided that
any amounts deducted from Net Issuance Proceeds that are not immediately due and
payable shall be delivered to the Administrative Agent to be held as collateral
in accordance with the terms of Section
10.19(l).

       

      "Network Affiliation
Agreements" means each agreement set forth on Schedule 5.21
and each other agreement entered into by a Television Company with any Major
Television Network pursuant to which a Television Company and such Major
Television Network agree to be affiliated and such Major Television Network
agrees that such Television Company shall serve as that Major Television
Network's primary outlet within any defined market for television programming
provided by such Major Television Network for broadcast by its station
affiliates.

       

      "New Mortgages" has
the meaning specified in Section
6.17(a).

       

      "New Mortgage
Policies" has the meaning specified in Section
6.17(a)(ii).

       


      
        
          
             

            


            


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

       

      "Nexstar Finance
Holdings" means Nexstar Finance Holdings, Inc., a Delaware corporation
and a Nexstar Entity.

       

      "Nexstar Guaranty
Agreement" means that certain First Restated Guaranty Agreement, dated as
of December 30, 2003, executed and delivered by the Parent Guarantors and the
Subsidiary Guarantors in favor of the Lenders, whereby the Parent Guarantors and
the Subsidiary Guarantors guaranty the obligations of the Borrower under the
Loan Documents.

       

      "Nexstar Guaranty of Mission
Obligations" means that certain First Restated Guaranty Agreement, dated
as of December 30, 2003, executed and delivered by the Nexstar Entities in favor
of the Mission Lenders, whereby the Nexstar Entities guaranty the obligations of
the Mission Entities under the Mission Loan Documents.

       

      "Nexstar/Mission
Agreements" means any and all agreements executed between or among the
Borrower and the Mission Borrower, or any Nexstar Entity and any Mission Entity,
including, without limitation, those agreements listed on Schedule
1.01A.

       

      "Nexstar Stockholders
Agreement" means the Stockholders Agreement, dated as of November 26,
2003, among the Ultimate Parent, ABRY L.P. II, ABRY L.P. III, Banc of America
Capital Investors and Sook, without giving effect to any amendments or waivers
thereto.

       

      "Notes" means,
collectively, the Revolving Loan Notes and the Term B Loan Notes.

       

      “NPL” means the
National Priorities List under CERCLA.

       

      "Obligations" means
all advances to, and debts, liabilities, obligations, covenants and duties of,
any Credit Party arising under any Loan Document or otherwise with respect to
any Loan, Letter of Credit or other obligations and liabilities of any Credit
Party to the Administrative Agent or to any Lender (or, in the case of any
Secured Hedge Agreement or Secured Cash Management Agreement, any Affiliate of
any Lender), whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or
hereafter arising and including interest and fees that accrue after the
commencement by or against any Credit Party or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in
such proceeding.

       

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

       

      "Other Taxes" means
all present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of,
or otherwise with respect to, this Agreement or any other Loan
Document.

       

      "Outstanding Amount"
means (i) with respect to Revolving Loans and Term B Loans on any date, the
aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of Revolving Loans and Term B Loans, as
the case may be, occurring on such date; and (ii) with respect to any L/C
Obligations on any date, the amount of such L/C Obligations on such date after
giving effect to any L/C Credit Extension occurring on such date and any other
changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements by the Borrower of Unreimbursed
Amounts.

       

      "Parent Guarantor"
means the Ultimate Parent and all Subsidiaries of the Ultimate Parent other than
the Borrower and the Subsidiary Guarantors.

       

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

       

      "PBGC" means the
Pension Benefit Guaranty Corporation or any entity succeeding to any of its
principal functions under ERISA.

       

      "Pension Plan" means a
pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA
which any Nexstar Entity or any ERISA Affiliate sponsors or maintains, or to
which it makes, is making, or is obligated to make contributions, or in the case
of a multiple employer plan (as described in Section 4064(a) of ERISA) has made
contributions at any time during the immediately preceding five (5) plan years,
but excluding any Multiemployer Plan.

       

      “Permitted
Encumbrances” has the meaning specified in the New
Mortgages.

       

      "Permitted Liens" has
the meaning specified in Section 7.02.

       

      "Permitted Parent Preferred
Equity" means none.

       

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

       

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

       

      "Plan" means an
employee benefit plan (as defined in Section 3(3) of ERISA) which any Nexstar
Entity or any ERISA Affiliate sponsors or maintains or to which any Nexstar
Entity or any ERISA Affiliate makes, is making, or is obligated to make
contributions and includes any Pension Plan or Multiemployer Plan.

       

      "Platform" has the
meaning specified in Section
6.02.

       

      "Pledge and Security
Agreement" means the First Restated Pledge and Security Agreement, dated
as of December 30, 2003, pursuant to which each Credit Party has pledged or
collaterally assigned 100% of the Capital Stock of each of its Subsidiaries, and
any intercompany notes held by it.

       


      
        
          
             

            


            


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      "Pledged Collateral"
has the meaning specified in the Nexstar Pledge and Security
Agreement.

       

      "Prepayable Film
Contract" means a contract evidencing a Film Obligation in which the
amount owed by a Person or any of its Subsidiaries under such contract exceeds
the remaining value of such contract to such Person or such Subsidiary, as
reasonably determined by such Person.

       

      "Prime Rate" means the
rate of interest in effect for such day as publicly announced from time to time
by Bank of America as its “prime rate.”  The “prime rate” is a rate
set by Bank of America based upon various factors including Bank of America’s
costs and desired return, general economic conditions and other factors, and is
used as a reference point for pricing some loans, which may be priced at, above,
or below such announced rate.  Any change in such rate announced by
Bank of America shall take effect at the opening of business on the day
specified in the public announcement of such change.

       

      "Principal" means ABRY
Partners, LLC or any Person that (i) directly or indirectly, is in control of,
is controlled by, or is under common control with, ABRY Partners, LLC, and (ii)
is organized primarily for the purpose of making equity or debt investments in
one or more companies or a Person controlled by ABRY Partners,
LLC.  For purposes of this definition, "control" of a Person means the
power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person whether by contract or
otherwise.

       

      "Pro Forma Basis"
means a method of calculation using financial information of a specified date
(and/or the applicable Measurement Period relating to such specified date, as
applicable), but including in such calculation the financial effect of the
relevant or proposed transactions (in connection with which such calculation is
required to be made), as if such transactions had been consummated on the first
day of the applicable Measurement Period or the date being tested (as
applicable).  Any calculation or preparation pursuant to the foregoing
shall be made in good faith by the Borrower and shall be set forth in a
certificate, as provided herein, furnished to the Lenders showing such
calculation (and the methodology used) in reasonable detail (with supporting
schedules as to the results of operations of the assets Acquired or Disposed of,
if applicable), which calculation or preparation and methodology shall be
reasonably satisfactory to the Administrative Agent.

       

      "Pro Forma Compliance
Certificate" means, for any Person, a Compliance Certificate with respect
to the financial covenants in Section 7.09,
prepared on a Pro Forma Basis with respect to the relevant proposed transaction
for which such Pro Forma Compliance Certificate is required to be delivered and
any other transactions relating thereto certifying and demonstrating that no
Default exists both before and after giving effect to such proposed transaction,
with such changes as acceptable to the Administrative Agent.

       

      "Quorum Contingent
Note" means the Second Amended and Restated Subordinated Promissory Note,
dated as of December 30, 2003, made by the Ultimate Parent and payable to
Midwest Television Statutory Trust, II.

       

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

       

      "Recovery Event" means
the receipt by any Nexstar Entity of any insurance or other cash proceeds
payable by reason of theft, loss, physical destruction, condemnation or damage
or any other similar event with respect to any property or assets of any Nexstar
Entity.

       

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

       

      "Registered Public Accounting
Firm" has the meaning specified in the Securities Laws and shall be
independent of the Borrower as prescribed by the Securities Laws.

       

      "Reinvestment Assets"
[Intentionally Deleted].

       

      "Reinvestment Notice"
[Intentionally Deleted].

       

      "Reinvestment Period"
[Intentionally Deleted].

       

      "Reinvestment Prepayment
Date" [Intentionally Deleted].

       

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

       

      "Replacement Term B
Loans" has the meaning specified in Section
2.01(c).

       

      "Reportable Event"
means, any of the events set forth in Section 4043(c) of ERISA or the
regulations thereunder, other than any such event for which the 30-day notice
requirement under ERISA has been waived in regulations issued by the
PBGC.

       

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

       

      "Requirement of Law"
means, as to any Person, any law (statutory or common), treaty, rule or
regulation or determination of a court or of a Governmental Authority, in each
case applicable to or binding upon such Person or any of its property or to
which such Person or any of its property is subject.

       

      "Responsible Officer"
means, for each Credit Party, its chief executive officer, its president, any
vice-president, its chief financial officer, controller, vice president-finance,
treasurer or assistant treasurer, or any other officer having substantially the
same authority and responsibility, in each case acting solely in such capacity
and without personal liability.

       

      
        
          
            
               

              


              


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      "Restricted Payment"
means, as to any Credit Party, (i) the authorization, declaration or
payment of any Dividend by such Person, (ii) the redemption, retirement,
purchase or other acquisition,
directly or indirectly, for consideration by such Person of any Capital Stock of
such Person, or (iii) the making of any payment of principal or interest
(or any comparable reduction of principal or yield provision) by any such Person
on any Unsecured Notes, Senior Second Lien Secured Notes or Subordinated Notes
(including, without limitation, any redemption, defeasance, setting aside of
funds, or other provision for, or assurance of, payment).

       

      "Restructuring
Advisor" means, if any, the restructuring advisor to the Administrative
Agent hired by the Administrative Agent or its counsel, in its sole discretion
or at the request of the Majority Lenders or the Majority Revolver Lenders,
provided that the Administrative Agent shall have (i) notified the Borrower of
the identity of the proposed restructuring advisor prior to hiring such
restructuring advisor and (ii) provided the Borrower an opportunity to consult
with the Administrative Agent regarding such proposed hire.

       

      "Revolver Reallocation
Letter" means that certain letter among the Revolving Lenders permitting
under certain circumstances the reallocation of the Revolving Commitment as
described on Schedule
1.01(C).

       

      "Revolving Borrowing"
means a Borrowing hereunder consisting of Revolving Loans made to the Borrower
on the same Borrowing Date and, in the case of Eurodollar Loans, having the same
Interest Periods.

       

      "Revolving Commitment"
means, as to any Lender, the obligation of such Lender, if any, to make
Revolving Loans to, and issue or participate in L/C Obligations on behalf of,
the Borrower hereunder in an aggregate principal amount not to exceed at any one
time the amount set forth under the heading "Revolving Commitment"
opposite such Lender's name on Schedule 2.01
or, in the case of any Lender that is an Eligible Assignee, the amount of the
Revolving Commitment of the assigning Lender which is assigned to such Eligible
Assignee in accordance with Section 10.06
and set forth in the applicable Assignment and Assumption (in each case as the
same may be adjusted from time to time as provided herein), as such Revolving
Commitment may be adjusted in accordance with the terms of the Revolver
Reallocation Letter.

       

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

       

      "Revolving Commitment
Percentage" means, as to any Lender at any time, (i) the percentage
(carried out to the ninth decimal place) which the amount of such Lender's
Revolving Commitment then constitutes of the sum of the amount of all Revolving
Commitments, or (ii) at any time after the Revolving Commitments shall have
expired or terminated, the percentage which the aggregate principal amount of
such Lender's Revolving Loans made under its Revolving Commitment then
outstanding constitutes of the aggregate principal amount of all Revolving Loans
made under the Revolving Commitments then outstanding. The initial Revolving
Commitment Percentage of each Lender is set forth opposite the name of such
Lender on Schedule
2.01, or in the Assignment and Assumption pursuant to which such Lender
becomes a party thereto, as applicable.

       

      "Revolving Commitment
Period" means the period from and including the Effective Date to but not
including the Stated Revolving Credit Maturity Date.

       

      "Revolving Facility"
means the revolving loan facility provided for in Section 2.01(b).

       

      "Revolving Facility
Percentage" means, as to any Lender at any time, (i) the percentage
(carried out to the ninth decimal place) which (x) the amount of such Lender's
Revolving Commitment then constitutes of (y) the amount of the Aggregate
Revolving Commitment, or (ii) at any time after the Revolving Commitments
have expired or terminated, the percentage which the aggregate principal amount
of such Lender's Revolving Loans then outstanding constitutes of the aggregate
principal amount of all Revolving Loans then outstanding.

       

      "Revolving Lender"
means each Lender that has a Revolving Commitment or that is a holder of a
Revolving Loan made under the Revolving Commitments.

       

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

       

      "Revolving Loan Note"
means a promissory note made by the Borrower in favor of a Lender evidencing
Revolving Loans made by such Lender substantially in the form of Exhibit
F.

       

      "Revolving Loan
Notice" means a notice of (a) a Revolving Borrowing, (b) a conversion of
Revolving Loans from one Type to the other, or (c) a continuation of Revolving
Loans, pursuant to Section 2.02(a),
which, if in writing, shall be substantially in the form of Exhibit
G.

       

      "S&P" means
Standard & Poor's Ratings Group, a division of The McGraw-Hill Companies,
Inc., and its successors.

       

      "Sale and Leaseback
Transaction" means any arrangement, directly or indirectly, with any
Person whereby a seller or transferor shall sell or otherwise transfer any real
or personal property and then or thereafter such Person or an Affiliate or
Subsidiary of such Person shall lease, or repurchase under an extended purchase
contract, conditional sales or other title retention agreement, the same or
similar property.

       

      "Sarbanes-Oxley" means
the Sarbanes-Oxley Act of 2002.

       

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

       

      "Second Amendment"
means that certain Second Amendment to Fourth Amended and Restated Credit
Agreement, dated as of October 8, 2009, among Nexstar Broadcasting, Inc.,
Nexstar Broadcasting Group, Inc., Nexstar Finance Holdings, Inc., the Lenders
and the Administrative Agent.

       

      "Second Amendment Effective
Date" means the date that all applicable conditions of effectiveness set
forth in the Second Amendment are satisfied.

       

      "Secured Cash Management
Agreement" means any Cash Management Agreement that is entered into by
and between any one or more Credit Parties and any Cash Management
Bank.

       


      
        
          
             

            


            


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      "Secured Hedge
Agreement" means any Interest Rate Protection Agreement permitted under
Article VII
that was entered into by and between any Credit Party and any Hedge
Bank.

       

      "Secured Parties"
means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the
Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by
the Administrative Agent from time to time pursuant to Section 9.05, and the
other Persons the Obligations owing to which are or are purported to be secured
by the Collateral under the terms of the Security Documents.

       

      "Securities Laws"
means the Securities Act of 1933, the Securities Exchange Act of 1934,
Sarbanes-Oxley and the applicable accounting and auditing principles, rules,
standards and practices promulgated, approved or incorporated by the SEC or the
Public Company Accounting Oversight Board, as each of the foregoing may be
amended and in effect on any applicable date hereunder.

       

      "Security Agreement"
means the First Restated Security Agreement, dated as of December 30,
2003, pursuant to which each Nexstar Entity has granted security interests in
its assets.

       

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

       

      "Security Documents"
means collectively the Pledge and Security Agreement, the Security Agreement,
each Mortgage and each Joinder to Pledge and Security Agreement and Joinder to
Security Agreement, and any other pledge agreement, security agreement, guaranty
or other document granting a Lien or security interest to secure payment of all
or any portion of the Obligations, or otherwise assuring payment of all or any
portion of the Obligations, executed and delivered by any Credit Party, David
Smith or any other Person, pursuant to any Loan Document or otherwise, that
certain Omnibus Consent, dated as of October 8, 2009, by and among the Nexstar
Entities and the Mission Entities, and acknowledged and agreed to by the
Administrative Agent, and any Intercreditor Agreement, other intercreditor
agreement or similar agreement executed by the Collateral Agent or the
Administrative Agent from time to time in connection with this Agreement or any
Loan Document or any of the Collateral, each of the mortgages, collateral
assignments, security agreement supplements, intellectual property security
agreement supplements, security agreements, pledge agreements or other similar
agreements delivered to the Administrative Agent pursuant to Section 6.16 or Section 6.17, and
each of the other agreements, instruments or documents that creates or purports
to create a Lien in favor of the Administrative Agent for the benefit of the
Secured Parties.

       

      "Senior Second Lien Secured
Notes" has the meaning specified in Section
7.05(s).

       

      "Settlement
Securities" means any and all Capital Stock received in connection with
the bankruptcy or reorganization of suppliers and customers and in settlement of
delinquent obligations of, and other disputes with, customers and suppliers
arising in the ordinary course of business.

       

      "Shared Services
Agreement" means a shared services arrangement or other similar
arrangement pursuant to which two Persons owning separate television broadcast
stations agree to share
the costs of certain services and procurements which they individually require
in connection with the ownership and operation of one television broadcast
station, whether through the form of joint or cooperative buying arrangements or
the performance of certain functions relating to the operation of one television
broadcast station by employees of the owner and operator of the other television
broadcast station, including, but not limited to, the co-location of the studio,
non-managerial administrative and/or master control and technical facilities of
such television broadcast station and/or the sharing of maintenance, security
and other services relating to such facilities.

       

      "Significant Station"
on any date means any Station, if the Consolidated Operating Cash Flow for such
Station exceeds 10% of the sum of the Consolidated Operating Cash Flow for all
Stations and the corporate overhead expenses for all Stations, in each case
determined for the Measurement Period for such date; provided
that, for purposes of this definition and Section 8.01(p),
two or more Stations that substantially simulcast the same programming will be
deemed to be a single Station so long as they do so.

       

      "Solvency Certificate"
means a certificate of the Nexstar Entities executed on their behalf by the
Chief Financial Officer of each of the Nexstar Entities, substantially in the
form of Exhibit H.

       

      "Solvent" means, when
used with respect to any Person, means that, as of any date of determination,
(a) the amount of the "fair value" or "present fair saleable value" of the
assets of such Person (on a going-concern basis) will, as of such date, exceed
the amount of all "liabilities of such Person, contingent or otherwise," as of
such date, as such quoted terms are determined in accordance with applicable
federal and state laws governing determinations of the insolvency of debtors,
(b) such fair value or present fair saleable value of the assets of such Person
(on a going-concern basis) will, as of such date, be greater than the amount
that will be required to pay the liability of such Person on its debts as such
debts become absolute and matured, (c) such Person will not have, as of such
date, an unreasonably small amount of capital with which to conduct its
business, and (d) such Person will be able to pay its debts as they
mature.  For purposes of this definition, (i) "debt" means
liability on a "claim," (ii) "claim" means any (x) right to payment,
whether or not such a right is reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured or unsecured or (y) right to an equitable remedy for breach of
performance if such breach gives rise to a right to payment, whether or not such
right to an equitable remedy is reduced to judgment, fixed, contingent, matured
or unmatured, disputed, undisputed, secured or unsecured and
(iii) unliquidated, contingent, disputed and unmatured claims shall be
valued at the amount that can be reasonably expected to be actual and
matured.

       

      "Sook" means Perry
Sook, an individual residing on the Effective Date in the State of
Texas.

       

      "Stated Revolving Credit
Maturity Date" means the earlier of (i) April 1, 2012 and
(ii) the date on which Revolving Loans become due and payable in full
pursuant to acceleration or otherwise.

       


      
        
          
             

            


            


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      "Stated Term B Maturity
Date" means the earlier of (i) October 1, 2012 and (ii) the
date on which Term B Loans become due and payable in full pursuant to
acceleration or otherwise.

       

      "Station" means, at
any time (i) each television station listed in Schedule 5.16
hereto, (ii) any television station licensed by the FCC to any Nexstar
Entity on, or at any time after, the Effective Date and (iii) any
television station that is the subject of a Local Marketing Agreement, Joint
Sales Agreement or Shared Services Agreement consented to by the Majority
Lenders or otherwise permitted under Section 7.04.  This
definition of "Station" may be used with respect to any single television
station meeting any of the preceding requirements or all such television
stations, as the context requires.

       

      "Subject Leased Space"
means either (a) the leased property in Beaumont-Port Arthur that is used for
the Station KBTV, or (b) leased property, that in each case of (a) and (b)
preceding to the extent that each such lease meets each of the following
qualifications:

       

      (i)           a
Credit Party is the lessee,

       

      (ii)           such
leased property is noted on Schedule 5.09 as a
line item with a double asterisk,

       

      (iii)           the
terms of each such lease require the consent of the landlord or lessor in order
to grant a security interest and Lien,

       

      (iv)           the
Administrative Agent has received a true and correct copy of the executed lease
and all related documentation for such leased property, as such documentation is
in effect on the Second Amendment Effective Date, and

       

      (v)           the
Borrower has used its commercially reasonable efforts to obtain the consent of
the landlord to the grant of a security interest or Lien in favor of the
Administrative Agent for the benefit of the Secured Parties.

       

      "Subordinated Notes"
has the meaning specified in Section
7.05(s).

       

      "Subsidiary" means, as
to any Person, (i) any corporation more than 50% of whose Capital Stock of
any class or classes having by the terms thereof ordinary voting power to elect
a majority of the directors of such corporation (irrespective of whether or not
at the time stock of any class or classes of such corporation shall have or
might have voting power by reason of the happening of any contingency) is at the
time owned by such Person directly or indirectly through Subsidiaries, and
(ii) any partnership, limited liability company, association, joint venture
or other entity in which such Person, directly or indirectly through
Subsidiaries, has more than a 50% equity interest at the time.  With
respect to the Borrower and its Subsidiaries, in calculating financial covenants
or financial performance (including the calculation of Excess Cash Flow) and for
financial reporting purposes, the financial position and results of the Mission
Borrower shall be included as if it were a Wholly-Owned Subsidiary of the
Borrower and any television station owned by a Mission Entity were a "Station" so long as
Joint Sales Agreements, Shared Services Agreements and/or Local Marketing
Agreements between the Mission Entities and one or more
Subsidiaries of the Borrower, covering all of the television broadcast stations
of the Mission Entities, are in full force and effect.

       

      "Subsidiary Guarantor"
means each Subsidiary of the Borrower.

       

      "Taxes" means all
present or future taxes, levies, imposts, duties, deductions, withholdings,
assessments, fees or other charges imposed by any Governmental Authority,
including any interest, additions to tax or penalties applicable
thereto.

       

      "Television Broadcasting
Business" means a business substantially all of which consists of the
construction, ownership, operation, management, promotion, extension or other
utilization of any type of television broadcasting system or any similar
television broadcasting business, including the syndication of television
programming, the obtaining of a License or franchise to operate such a system or
business, and activities incidental thereto, such as providing production
services.

       

      "Television Company"
means any Nexstar Entity, to the extent such Person owns or operates a
Station.

       

      "Term B Facility
Percentage" means, as to any Lender at any time, the percentage (carried
out to the ninth decimal place) which (i) the sum of all of such Lender's Term B
Loans then outstanding constitutes of (ii) the sum of the Aggregate Outstanding
Term B Loan Balance.  The initial Term B Facility Percentage of each
Lender is set forth opposite the name of such Lender on Schedule 2.01, or in
the Assignment and Assumption pursuant to which such Lender becomes a party
thereto, as applicable.

       

      "Term B Lender" means
each Lender that is the holder of a Term B Loan.

       

      "Term B Loan" has the
meaning specified in Section 2.01(a)(i)
and shall also include any Replacement Term B Loan.

       

      "Term B Loan Amount"
means, as to any Lender, the aggregate principal amount of the Term B Loans to
be made by such Lender to the Borrower hereunder, as set forth under the heading
"Term B Loan Amount" opposite such Lender's name on Schedule
2.01.

       

      "Term B Loan
Borrowing" means a Borrowing hereunder consisting of Term B Loans made to
the Borrower on the same Borrowing Date and, in the case of Eurodollar Loans,
having the same Interest Periods.

       

      "Term B Loan Note"
means a promissory note made by the Borrower in favor of a Lender evidencing
Term B Loans made by such Lender substantially in the form of Exhibit
I.

       

      "Term B Loan Notice"
means a notice of (a) a Borrowing of Term B Loans, (b) a conversion of Term B
Loans from one Type to the other, or (c) a continuation of Term B Loans as the
same Type, pursuant to Section 2.02(a),
which, if in writing, shall be substantially in the form of Exhibit
J.

       


      
        
          
             

            


            


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      "Termination Value"
means, in respect of any one or more Interest Rate Protection Agreements, after
taking into account the effect of any legally enforceable netting agreement
relating to such Interest Rate Protection Agreements, (a) for any date on or
after the date such Interest Rate Protection Agreements have been closed out and
termination value(s) determined in accordance therewith, such termination
value(s), and (b) for any date prior to the date referenced in clause (a), the
amount(s) determined as the mark-to-market value(s) for such Interest Rate
Protection Agreements, as determined based upon one or more mid-market or other
readily available quotations provided by any recognized dealer in such Interest
Rate Protection Agreements (which may include a Lender or any Affiliate of a
Lender).

       

      "Tranche" means the
collective reference to Eurodollar Loans made by the Lenders to the Borrower,
the then current Interest Periods with respect to which begin on the same date
and end on the same later date, whether or not such Loans shall originally have
been made on the same day.

       

      "Transaction" means
collectively, the incurrence of the Loans and other extensions of credit to be
made to the Nexstar Entities on the Effective Date and the refinancing of the
Loans under the Existing Nexstar Credit Agreement.

       

      "Type" has the meaning
specified in Section
1.04.

       

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

       

      "Unfunded Pension
Liability" means the excess of a Pension Plan's benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Plan's assets,
determined in accordance with the assumptions used for funding the Pension Plan
pursuant to Section 412 of the Code for the applicable plan
year.

       

      "United States" and
"U.S." each
means the United States of America.

       

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

       

      "Unsecured Notes"
means collectively, (1) the 11.375% Senior Discount Notes issued by Nexstar
Finance Holdings, Inc., (2) the 7% Senior Subordinated PIK Notes due 2014,
issued by Nexstar Broadcasting, Inc., (3) the 7% Senior Subordinated Notes due
2014, issued by Nexstar Broadcasting, Inc. and (4) the Senior Subordinated PIK
Notes due 2014, issued by Nexstar Broadcasting, Inc.

       

      "Voting Stock" of any
Person as of any date means the Capital Stock of such Person that is at the time
entitled to vote in the election of the Board of Directors of such
Person.

       

      "Wholly-Owned
Subsidiary" means, as to any Person, (i) any corporation 100% of
whose common stock (other than director's or other qualifying shares) is at the
time owned by such Person and/or one or more direct or indirect Wholly-Owned
Subsidiaries of such Person and (ii) any partnership, limited liability
company, association or other entity in which such Person and/or one or more
direct or indirect Wholly-Owned Subsidiaries of such Person has a 100% equity
interest at such time.

       


      1.02           Other
Definitional Provisions.

       

      (a)           Unless
otherwise specified herein or therein, all terms defined in this Agreement shall
have such defined meanings when used in any Exhibit, Schedule or other Loan
Document or any certificate or other document made or delivered pursuant
hereto.  The meanings of defined terms shall be equally applicable to
the singular and plural forms of the defined terms.

       

      (b)           The
words "hereof",
"herein",
"hereunder" and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
Section, Schedule and Exhibit references are to this Agreement unless otherwise
specified.  All references in a Loan Document to Articles, Sections,
Preliminary Statements, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to,
the Loan Document in which such references appear.

       

      (c)           The
term "documents" includes
any and all instruments, documents, agreements, certificates, indentures,
notices and other writings, however evidenced.

       

      (d)           The
terms "including" or "include" are not
limiting and mean "including without limitation" or "include without
limitation".

       

      (e)           References
in this Agreement or any other Loan Document to knowledge by any Credit Party of
events or circumstances shall be deemed to refer to events or circumstances of
which a Responsible Officer of such Person has actual knowledge or reasonably
should have knowledge.

       

      (f)           References
in this Agreement or any other Loan Document to financial statements shall be
deemed to include all related schedules and notes thereto.

       

      (g)           Except
as otherwise specified herein, all references to any Governmental Authority or
Requirement of Law defined or referred to herein shall be deemed references to
such Governmental Authority or Requirement of Law or any successor Governmental
Authority or Requirement of Law, and any rules or regulations promulgated
thereunder from time to time, in each case as the same may have been or may be
amended or supplemented from time to time.

       

      (h)           References
herein to a certification or statement of an officer of a Person or other
individual shall mean a certification or statement of such Person, which is
executed on behalf of such Person by such individual in his or her capacity as
an officer of such Person.

       

      (i)           Subject
to the definitions of the terms "Interest Period" and "Interest Payment Date" in
Section 1.01,
whenever any performance obligation hereunder shall be stated to be due or
required to be satisfied on a day other than a Business Day, such performance
shall be made or satisfied on the next succeeding Business Day.  In
the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including";
the words "to"
and "until"
each mean "to but
excluding," and the word "through" means "to and including." If
any provision of this Agreement refers to any action taken or to be taken by any
Person, or which such Person is prohibited from taking, such provision shall be
interpreted to encompass any and all means, direct or indirect, of taking, or
not taking, such action.

       

      (j)           Unless
otherwise expressly provided herein, references to agreements and other
contractual instruments shall be deemed to include all amendments and other
modifications thereto, but only to the extent such amendments and other
modifications are not prohibited by the terms of any Loan Document.

       

      (k)           References
to any statute or regulation are to be construed as including all statutory and
regulatory provisions consolidating, amending or replacing such statute or
regulation.

       

       

      1.03           Accounting
Principles.  Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted in accordance with
GAAP.  Unless the context otherwise clearly requires, all financial
computations required under this Agreement shall be made in accordance with
GAAP; provided
that if the Borrower notifies the Administrative Agent that the Borrower wishes
to amend any covenant in Article VII or the definition of any term used therein
to eliminate the effect of any change in GAAP occurring after the Effective Date
or the operation of such covenant (or if the Administrative Agent notifies the
Borrower that the Majority Lenders wish to amend Article VII or any such
definition for such purpose), then compliance with such covenant shall be
determined on the basis of GAAP in effect immediately before the relevant change
in GAAP became effective, until either such notice is withdrawn or such covenant
or definition is amended in a manner satisfactory to the Borrower and the
Majority Lenders. Borrower shall notify the Administrative Agent of any change
in GAAP that would have a material effect whether or not the Borrower wishes to
adopt that change.

       

      1.04           Classes and Types of Loans
and Borrowings.  The term "Borrowing" denotes
the aggregation of Loans of one or more Lenders to be made to the Borrower
pursuant to Section 2.02 on
the same date, all of which Loans are of the same Class and Type and, in the
case of Eurodollar Loans, have the same initial Interest
Period.  Loans made under this Agreement are distinguished by "Class" and by "Type".  The
"Class" of a
Loan (or of a commitment to make such a Loan or of a Borrowing comprised of such
Loans) refers to whether such commitment or Loan is (a) a Revolving Commitment
or a Revolving Loan made under the Revolving Commitments or (b) a Term B Loan,
each of which constitutes a "Class".  The
"Type" of a
Loan refers to whether such Loan is a Eurodollar Loan or a Base Rate Loan, each
of which constitutes a "Type".  Identification
of a Loan (or of a Commitment to make such a Loan or of a Borrowing comprised of
such Loans) by both Class and Type.

       

      1.05           Rounding.  If
any rounding of any financial ratio shall occur, such financial ratio shall be
calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such
ratio is expressed herein and rounding the result up or down to the nearest
number (with a rounding up if there is no nearest number).

       


      1.06           Times of
Day.  Unless otherwise specified, all references herein to
times of day shall be references to central time (daylight or standard, as
applicable).

       

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

       

      
        
          
            
               

              


              


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      ARTICLE
II.

       

       

      THE CREDIT
FACILITIES

       

      2.01           Amounts and Terms of
Commitments.

       

      (a)           The Term B
Loans.

       

      (i)           Each
Term B Lender severally agrees, subject to the terms and conditions hereinafter
set forth, to make a term loan (each, a "Term B Loan") to the
Borrower on the Effective Date (and not thereafter) in an aggregate principal
amount not to exceed the Term B Loan Amount of such Term B Lender; provided
however that after giving effect to any Term B Loan, the aggregate principal
amount of all outstanding Term B Loans shall not exceed the aggregate Term B
Loan Amounts for all of the Term B Lenders.  Within such limits, and
subject to the other terms and conditions of this Agreement, the Borrower may
borrow Term B Loans under this Section 2.01(a)(i);
provided that amounts borrowed as Term B Loans which are repaid or prepaid may
not be reborrowed.

       

      (ii)           Term
B Loans may from time to time be (i) Eurodollar Loans or (ii) Base Rate Loans or
a combination thereof, as determined by the Borrower pursuant to Section
2.02.

       

      (b)           The Revolving
Loans.  Each Revolving Lender severally agrees, subject to the
terms and conditions hereinafter set forth, to make revolving loans (each, a
"Revolving
Loan") to the Borrower from time to time on any Business Day, during the
Revolving Commitment Period, in an aggregate principal amount not to exceed at
any time outstanding the Revolving Commitment of such Revolving Lender; provided,
however that after giving effect to any Revolving Loan made under a Revolving
Commitment, the aggregate principal amount of all outstanding Revolving Loans
made under the Revolving Commitments plus the aggregate amount of all
outstanding L/C Obligations shall not exceed the Aggregate Revolving
Commitment.  Within such limits, and subject to the other terms and
conditions hereof, the Borrower may borrow Revolving Loans under this Section 2.01(b),
prepay Revolving Loans pursuant to Section 2.05,
2.06 or 10.19 and reborrow
Revolving Loans pursuant to this Section 2.01(b).  Revolving
Loans may from time to time be (i) Eurodollar Loans or

       


      (ii) Base
Rate Loans or a combination thereof, as determined by the Borrower pursuant to
Section
2.02.

       

      (c)           Refinancing of Term
Loans.  Notwithstanding anything in this Section 2.01 or
elsewhere in this Agreement to the contrary, this Agreement may be amended with
the written consent of the Administrative Agent, the Borrower and the Lenders
providing the relevant Replacement Term B Loans (as defined below) to permit the
refinancing, replacement or modification of all (but not less than all)
outstanding Term B Loans ("Refinanced Term B
Loans") with a replacement term loan tranche hereunder ("Replacement Term B
Loans"), provided that (i) the aggregate principal amount of such
Replacement Term B Loans shall not exceed the aggregate principal amount of such
Refinanced Term B Loans, (ii) the Applicable Margin for such Replacement
Term B Loans shall not be higher than the Applicable Margin for such Refinanced
Term B Loans, (iii) the weighted average life to maturity of such Replacement
Term B Loans shall not be shorter than the weighted average life to maturity of
such Refinanced Term B Loans at the time of such refinancing, (iv) the
Majority Revolver Lenders have consented in writing to such Replacement Term B
Loans prior to the issuance thereof, (v) the Administrative Agent shall have
received not less than 30 days prior written notice thereof (or such lesser
period as agreed to by the Administrative Agent) and (vi) all other terms
applicable to such Replacement Term B Loans shall be substantially identical to,
or less favorable to the Lenders providing such Replacement Term B Loans than,
those applicable to such Refinanced Term B Loans, except to the extent necessary
to provide for covenants and other terms applicable to any period after the
latest final maturity of the Term B Loans in effect immediately prior to such
refinancing.  The election by any Lender to provide or participate in
the Replacement Term B Loans shall not obligate any other Lender to so provide
or participate.  The Borrower shall repay to any Lender who elects not
to provide or participate in any Replacement Term B Loans the outstanding Term B
Loans held by such Lender (plus any accrued and unpaid interest or other amounts
due in connection therewith) prior to or simultaneously with any refinancing,
replacement or modification of outstanding Term B Loans hereunder.

       

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

       

      2.02           Borrowings, Conversions and
Continuations of Loans.

       

      (a)           Subject
to the terms and conditions of this Agreement, the Borrower may borrow, (x)
under the Revolving Commitments on any Business Day during the Revolving
Commitment Period and (y) Term B Loan Amounts on the Effective
Date.

       


      Each
Borrowing, each conversion of Loans from one Type to the other, and each
continuation of Eurodollar Loans shall be made upon the Borrower's irrevocable
notice to the Administrative Agent, which may be given by
telephone.  Each such notice must be received by the Administrative
Agent not later than 10:00 a.m. (i) three Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of Eurodollar Loans or
of any conversion of Eurodollar Loans to Base Rate Loans, and (ii) on the
requested date of any Borrowing of Base Rate Loans; provided, however, that if the
Borrower wishes to request Eurodollar Loans having an Interest Period other than
one, two, three or six months in duration as provided in the definition of
"Interest Period" then: (I) the applicable notice must be received by the
Administrative Agent not later than 10:00 a.m. four Business Days prior to the
requested date of such Borrowing, conversion or continuation, whereupon the
Administrative Agent shall give prompt notice to each Lender that is making or
had made such Loan of such request and determine whether the requested Interest
Period is acceptable to all of them, and (II) not later than 10:00 a.m., three
Business Days before the requested date of such Borrowing, conversion or
continuation, the Administrative Agent shall notify the Borrower (which notice
may be by telephone) whether or not the requested Interest Period has been
consented to by all such Lenders.  Each telephonic notice by the
Borrower pursuant to this Section 2.02(a) must
be confirmed promptly by delivery to the Administrative Agent of a written
Revolving Loan Notice or Term Loan Notice, as applicable, appropriately
completed and signed by a Responsible Officer of the Borrower.  Each
Borrowing of, conversion to or continuation of Eurodollar Loans shall be in a
principal amount of $1,000,000 or a whole multiple of $500,000 in excess
thereof.  Except as provided in Sections 2.03(c),
each Borrowing of or conversion to Base Rate Loans shall be in a principal
amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if
the Aggregate Available Revolving Commitment is less than $1,000,000, such
lesser amount).  Each Revolving Loan Notice or Term Loan Notice, as
applicable (whether telephonic or written), shall specify (i) whether the
Borrower is requesting a Borrowing, a conversion of Loans from one Type to the
other, or a continuation of Eurodollar Loans, (ii) the requested date of the
Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Loans to be borrowed,
converted or continued, (iv) the Type of Loans to be borrowed or to which
existing Loans are to be converted, and (v) if applicable, the duration of the
Interest Period with respect thereto.  If the Borrower fails to
specify a Type of Loan in a Revolving Loan Notice or Term Loan Notice, as
applicable, or if the Borrower fails to give a timely notice requesting a
conversion or continuation, then the applicable Loans shall be made as, or
converted to, Base Rate Loans.  Any such automatic conversion to Base
Rate Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Eurodollar Loans.  If the
Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar
Loans in any such Revolving Loan Notice or Term Loan Notice, as applicable, but
fails to specify an Interest Period, it will be deemed to have specified an
Interest Period of one month.

       

      (b)           Following
receipt of a Revolving Loan Notice or Term Loan Notice, as applicable, the
Administrative Agent shall promptly notify each Lender of the amount of its pro
rata share of the applicable Loans, and if no timely notice of a conversion or
continuation is provided by the Borrower, the Administrative Agent shall notify
each Lender of the details of any automatic conversion to Base Rate Loans
described in the preceding subsection.  Each Revolving Lender will
make the amount of its pro rata share of each
requested Borrowing made under the Revolving Facility available to the
Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 12 noon on the Business Day specified in the
Revolving Loan Notice.  Each Term B Lender will make the amount of its
pro rata share of each requested Borrowing made under the Term B Loans available
to the Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 12:00 noon on the Business Day specified in
the Term B Loan Notice.  Upon satisfaction of the applicable
conditions set forth in Section 4.03 (and, if
such Borrowing is the initial Credit Event, Sections 4.02 and
4.01), the
Administrative Agent shall make all funds so received available to the Borrower
in like funds as received by the Administrative Agent either by (i) crediting
the account of the Borrower on the books of Bank of America with the amount of
such funds or (ii) wire transfer of such funds, in each case in accordance
with instructions provided to (and reasonably acceptable to) the Administrative
Agent by the Borrower; provided, however, that if, on
the date the Revolving Loan Notice with respect to such Borrowing is given by
the Borrower, there are L/C Borrowings outstanding, then the proceeds of such
Borrowing, first, shall be
applied to the payment in full of any such L/C Borrowings, and second, shall be made
available to the Borrower as provided above.

       

      (c)           Except
as otherwise provided herein, a Eurodollar Loan may be continued or converted
only on the last day of an Interest Period for such Eurodollar
Loan.  During the existence of an Event of Default, no Loans may be
requested as, converted to or continued as Eurodollar Loans.

       

      (d)           The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Interest Period for Eurodollar Loans upon
determination of such interest rate.  At any time that Base Rate Loans
are outstanding, the Administrative Agent shall notify the Borrower and the
Lenders of any change in Bank of America's prime rate used in determining the
Base Rate promptly following the public announcement of such
change.

       

      (e)           After
giving effect to all Borrowings, all conversions of Loans from one Type to the
other, and all continuations of Loans as the same Type, there shall not be more
than five different Interest Periods in effect in respect of all Loans which are
Eurodollar Loans.

       

      2.03           Letters of
Credit.

       

      (a)           The Letter of Credit
Commitment.

       

      (i)           Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
reliance upon the agreements of the Lenders set forth in this Section 2.03,
(1) from time to time on any Business Day during the period from the Effective
Date until the Letter of Credit Expiration Date, to issue Letters of Credit for
the account of the Borrower or its Subsidiaries, and to amend or extend Letters
of Credit previously issued by it, in accordance with subsection (b) below, and
(2) to honor drawings under the Letters of Credit; and (B) the Lenders severally
agree to participate in Letters of Credit issued for the account of
the

       

      Borrower
or its Subsidiaries and any drawings
thereunder; provided that after
giving effect to any L/C Credit Extension with respect to any Letter of Credit,
(x) the aggregate Outstanding Amount of all Revolving Loans and all L/C
Obligations shall not exceed the Aggregate Revolving Commitments, (y) the
aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender's
Revolving Commitment Percentage of the Outstanding Amount of all L/C Obligations
shall not exceed such Lender's Revolving Commitment, and (z) the
Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit
Sublimit.  Each request by the Borrower for the issuance or amendment
of a Letter of Credit shall be deemed to be a representation by the Borrower
that the L/C Credit Extension so requested complies with the conditions set
forth in the proviso to the preceding sentence.  Within the foregoing
limits, and subject to the terms and conditions hereof, the Borrower's ability
to obtain Letters of Credit shall be fully revolving, and accordingly the
Borrower may, during the foregoing period, obtain Letters of Credit to replace
Letters of Credit that have expired or that have been drawn upon and
reimbursed.

       

      (ii)           The
L/C Issuer shall not issue any Letter of Credit, if:

       

      (A)           the
expiry date of such requested Letter of Credit would occur more than twelve
months after the date of issuance or last extension, unless the Majority Lenders
have approved such expiry date in writing; or

       

      (B)           the
expiry date of such requested Letter of Credit would occur after the Letter of
Credit Expiration Date, unless all the Lenders have approved such expiry
date.

       

      (iii)           The
L/C Issuer shall not be under any obligation to issue any Letter of Credit
if:

       

      (A)           any
order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter
of Credit, or any Law applicable to the L/C Issuer or any request or directive
(whether or not having the force of law) from any Governmental Authority with
jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon the L/C Issuer with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which the
L/C Issuer is not otherwise compensated hereunder) not in effect on the
Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost
or expense which was not applicable on the Effective Date and which the L/C
Issuer in good faith deems material to it;

       

      (B)           the
issuance of such Letter of Credit would violate one or more generally applicable
policies of the L/C Issuer not implemented in contemplation of such proposed
Letter of Credit;

       


      
        
          
             

            


            


            5432462v.2
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          22

           


        

        
           


        

      


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

       

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

       

      (E)           a
default of any Lender's obligations to fund under Section 2.03(c)
exists or any Lender is at such time an Impacted Lender hereunder, unless the
L/C Issuer has entered into satisfactory arrangements with the Borrower or such
Lender to eliminate the L/C Issuer's risk with respect to such
Lender.

       

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

       

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

       

      (vi)           The
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith, and the L/C Issuer
shall have all of the benefits and immunities (A) provided to the
Administrative Agent in Article IX with
respect to any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and Issuer
Documents pertaining to such Letters of Credit as fully as if the term
"Administrative Agent" as used in Article IX included
the L/C Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the L/C Issuer.

       

      (b)           Procedures for Issuance and
Amendment of Letters of Credit; Auto-Extension Letters of
Credit.

       

      (i)           Each
Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Borrower delivered to the L/C Issuer (with a copy to the
Administrative Agent) in the form of a Letter of Credit Application,
appropriately completed and signed by a Responsible Officer of the
Borrower.  Such Letter of Credit Application must be received by the
L/C Issuer and the Administrative Agent not later than 10:00 a.m. at least two
Business Days (or such later date and time as the Administrative Agent and the
L/C Issuer may agree in a particular instance in their sole discretion) prior to
the proposed issuance date or date of amendment, as the case may
be.  In the case of a request for an initial issuance of a Letter of
Credit, such Letter of Credit Application shall specify in form and detail
satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested
Letter of Credit (which shall be a Business Day); (B) the amount thereof;
(C) the expiry date thereof; (D) the name and address of the beneficiary
thereof; (E) the documents to be presented by such beneficiary in case of any
drawing thereunder; (F) the full text of any certificate to be presented by such
beneficiary in case of any drawing thereunder; and (G) such other matters as the
L/C Issuer may require.  In the case of a request for an amendment of
any outstanding Letter of Credit, such Letter of Credit Application shall
specify in form and detail satisfactory to the L/C Issuer (A) the Letter of
Credit to be amended; (B) the proposed date of amendment thereof (which shall be
a Business Day); (C) the nature of the proposed amendment; and (D) such other
matters as the L/C Issuer may require.  Additionally, the Borrower
shall furnish to the L/C Issuer and the Administrative Agent such other
documents and information pertaining to such requested Letter of Credit issuance
or amendment, including any Issuer Documents, as the L/C Issuer or the
Administrative Agent may require.

       

      (ii)           Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm
with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application
from the Borrower and, if not, the L/C Issuer will provide the Administrative
Agent with a copy thereof.  Unless the L/C Issuer has received written
notice from any Lender, the Administrative Agent or any Credit Party, at least
one Business Day prior to the requested date of issuance or amendment of the
applicable Letter of Credit, that one or more applicable conditions contained in
Article IV
shall not then be satisfied, then, subject to the terms and conditions hereof,
the L/C Issuer shall, on the requested date, issue a Letter of Credit for the
account of the Borrower (or the applicable Subsidiary) or enter into the
applicable amendment, as the case may be, in each case in accordance with the
L/C Issuer's usual and customary business practices.  Immediately upon
the issuance of each Letter of Credit, each Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a
risk participation in such Letter of Credit in an amount equal to the product of
such Lender's Revolving Commitment Percentage times the amount of
such Letter of Credit.

       

      (iii)           Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof,
the L/C Issuer will also deliver to the Borrower and the Administrative Agent a
true and complete copy of such Letter of Credit or amendment.

       

      (c)           Drawings
and Reimbursements; Funding of Participations.

       

      (i)           Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing
under such Letter of Credit, the L/C Issuer shall notify the Borrower and the
Administrative Agent thereof.  Not later than 10:00 a.m. on the date
of any payment by the L/C Issuer under a Letter of Credit (each such date, an
"Honor Date"),
the Borrower shall reimburse the L/C Issuer through the Administrative Agent in
an amount equal to the amount of such drawing.  If the Borrower fails
to so reimburse the L/C Issuer by such time, the Administrative Agent shall
promptly notify each Lender of the Honor Date, the amount of the unreimbursed
drawing (the "Unreimbursed
Amount"), and the amount of such Lender's Revolving Commitment Percentage
thereof.  In such event, the Borrower shall be deemed to have
requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in an
amount equal to the Unreimbursed Amount, without regard to the minimum and
multiples specified in Section 2.02 for the
principal amount of Base Rate Loans, but subject to the amount of the unutilized
portion of the Aggregate Revolving Commitments and the conditions set forth in
Section 4.03
(other than the delivery of a Revolving Loan Notice).  Any notice
given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i)
may be given by telephone if immediately confirmed in writing; provided that the
lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.

       

      (ii)           Each
Lender shall upon any notice pursuant to Section 2.03(c)(i)
make funds available to the Administrative Agent for the account of the L/C
Issuer at the Administrative Agent's Office in an amount equal to its Revolving
Commitment Percentage of the Unreimbursed Amount not later than 12:00 noon on
the Business Day specified in such notice by the Administrative Agent,
whereupon, subject to the provisions of Section 2.03(c)(iii),
each Lender that so makes funds available shall be deemed to have made a Base
Rate Loan to the Borrower in such amount.  The Administrative Agent
shall remit the funds so received to the L/C Issuer.

       

      (iii)           With
respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing
of Base Rate Loans because the conditions set forth in Section 4.03
cannot be satisfied or for any other reason, the Borrower shall be deemed to
have incurred from the L/C Issuer an L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due
and payable on demand (together with interest) and shall bear interest at the
Default Rate.  In such event, each Lender's payment to the
Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii)
shall be deemed payment in respect of its participation in such L/C Borrowing
and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section
2.03.

       

      (iv)           Until
each Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c)
to reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Lender's Revolving Commitment Percentage of such
amount shall be solely for the account of the L/C Issuer.

       

      (v)           Each
Lender's obligation to make Revolving Loans or L/C Advances to reimburse the L/C
Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c),
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the L/C Issuer, the Borrower or
any other Person for any reason whatsoever; (B) the occurrence or continuance of
a Default, or (C) any other occurrence, event or condition,
whether or not similar to any of the foregoing; provided, however, that each
Lender's obligation to make Revolving Loans pursuant to this Section 2.03(c)
is subject to the conditions set forth in Section 4.03 (other
than delivery by the Borrower of a Revolving Loan Notice).  No such
making of an L/C Advance shall relieve or otherwise impair the obligation of the
Borrower to reimburse the L/C Issuer for the amount of any payment made by the
L/C Issuer under any Letter of Credit, together with interest as provided
herein.

       

      (vi)           If
any Lender fails to make available to the Administrative Agent for the account
of the L/C Issuer any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.03(c) by
the time specified in Section 2.03(c)(ii),
the L/C Issuer shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the L/C Issuer at a rate per annum equal to the
greater of the Federal Funds Rate and a rate determined by the L/C Issuer in
accordance with banking industry rules on interbank compensation.  A
certificate of the L/C Issuer submitted to any Lender (through the
Administrative Agent) with respect to any amounts owing under this clause (vi)
shall be conclusive absent manifest error.

       

      (d)           Repayment of
Participations.

       

      (i)           At
any time after the L/C Issuer has made a payment under any Letter of Credit and
has received from any Lender such Lender's L/C Advance in respect of such
payment in accordance with Section 2.03(c), if
the Administrative Agent receives for the account of the L/C Issuer any payment
in respect of the related Unreimbursed Amount or interest thereon (whether
directly from the Borrower or otherwise, including proceeds of Cash Collateral
applied thereto by the Administrative Agent), the Administrative Agent will
distribute to such Lender its Revolving Commitment Percentage thereof
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Lender's L/C Advance was outstanding) in the same
funds as those received by the Administrative Agent.

       

      (ii)           If
any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.03(c)(i) is
required to be returned under any of the circumstances described in Section 10.05
(including pursuant to any settlement entered into by the L/C Issuer in its
discretion), each Lender shall pay to the Administrative Agent for the account
of the L/C Issuer its Revolving Commitment Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned by such Lender, at a rate per annum equal to the
Federal Funds Rate from time to time in effect.  The obligations of
the Lenders under this clause shall survive the payment in full of the
Obligations and the termination of this Agreement.

       


       

      
        
          
            
               

              


              


              5432462v.2
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      (e)           Obligations
Absolute. The obligation of the
Borrower to reimburse the L/C Issuer for each drawing under each Letter of
Credit and to repay each L/C Borrowing shall be absolute, unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including the following:

       

      (i)           any
lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other Loan Document;

       

      (ii)           the
existence of any claim, counterclaim, setoff, defense or other right that the
Borrower or any Subsidiary may have at any time against any beneficiary or any
transferee of such Letter of Credit (or any Person for whom any such beneficiary
or any such transferee may be acting), the L/C Issuer or any other Person,
whether in connection with this Agreement, the transactions contemplated hereby
or by such Letter of Credit or any agreement or instrument relating thereto, or
any unrelated transaction;

       

      (iii)           any
draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect; or any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;

       

      (iv)           any
payment by the L/C Issuer under such Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such Letter
of Credit; or any payment made by the L/C Issuer under such Letter of Credit to
any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other
representative of or successor to any beneficiary or any transferee of such
Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law; or

       

      (v)           any
other circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a
defense available to, or a discharge of, the Borrower or any
Subsidiary.

       

      The
Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer.  The Borrower shall
be conclusively deemed to have waived any such claim against the L/C Issuer and
its correspondents unless such notice is given as aforesaid.

       

      (f)           Role of L/C
Issuer. Each
Lender and the Borrower agree that, in paying any drawing under a Letter of
Credit, the L/C Issuer shall not have any responsibility to obtain any document
(other than any sight draft, certificates and documents expressly required by
the Letter of Credit) or to ascertain or inquire as to the validity or accuracy
of any such document or the authority of the Person executing or delivering any
such document.  None
of the L/C Issuer, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of the L/C Issuer shall
be liable to any Lender for (i) any action taken or omitted in connection
herewith at the request or with the approval of the Lenders or the Majority
Lenders, as applicable; (ii) any action taken or omitted in the absence of
gross negligence or willful misconduct; or (iii) the due execution,
effectiveness, validity or enforceability of any document or instrument related
to any Letter of Credit or Issuer Document.  The Borrower hereby
assumes all risks of the acts or omissions of any beneficiary or transferee with
respect to its use of any Letter of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude the Borrower's pursuing
such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement.  None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable or
responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e);
provided, however, that
anything in such clauses to the contrary notwithstanding, the Borrower may have
a claim against the L/C Issuer, and the L/C Issuer may be liable to the
Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Borrower which the Borrower
proves were caused by the L/C Issuer's willful misconduct or gross negligence or
the L/C Issuer's willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not
in limitation of the foregoing, the L/C Issuer may accept documents that appear
on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and the L/C Issuer
shall not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason.

       

      (g)           Cash
Collateral.  Upon (a) the request of the Administrative Agent,
(i) if the L/C Issuer has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in an L/C Borrowing hereunder, or
(ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any
reason remains outstanding and partially or wholly undrawn, or (b) the
occurrence of a Default or (c) the occurrence of the circumstances described in
Section
2.06(a)(ii) or Section 10.19(a)(ii)
requiring the Borrower to Cash Collateralize Letters of Credit, then the
Borrower shall, in each case, immediately Cash Collateralize the L/C Obligations
in an amount equal to the L/C Obligations (or in the case of clause (c) above,
the excess amount required pursuant to Section 2.06(a)(ii)
or Section
10.19(a)(ii) ) and such cash will be held as security for all Obligations
of the Borrower to the Lenders hereunder in a Cash Collateral Account to be
established by the Administrative Agent, and during the existence of an Event of
Default, the Administrative Agent may, upon the request of the Majority Lenders,
apply such amounts so held to the payment of such outstanding Obligations; provided
that on a date upon which no Default exists and no L/C Obligations remain
outstanding, the Administrative Agent, at the request and expense of the
Borrower, will duly release the cash held hereunder as security in any Cash
Collateral Account and shall assign, transfer and deliver to the Borrower
(without recourse and without any representation or warranty)
such cash as is then being released and has not theretofore been released
pursuant to this Agreement.

       

      (h)           Applicability of
ISP.  Unless otherwise expressly agreed by the L/C Issuer and
the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply
to each standby Letter of Credit.

       

      (i)           Letter of Credit
Fees.  The Borrower shall pay to the Administrative Agent for
the account of each Lender in accordance with its Revolving Commitment
Percentage a Letter of Credit fee for each Letter of Credit equal to the
Applicable Margin for Revolving Loans that are Eurodollar Loans (as in effect
from time to time during the period of calculation thereof) (the "Letter of Credit
Fee") times the daily
amount available to be drawn under such Letter of Credit; provided, however, during the
existence of an Event of Default under Section 8.01(a), the
Letter of Credit Fee shall be equal to the Default Rate.  For purposes
of computing the daily amount available to be drawn under any Letter of Credit,
the amount of such Letter of Credit shall be determined in accordance with Section 1.07.  Letter
of Credit Fees shall be (i) computed on a quarterly basis in arrears and
(ii) due and payable on the first Business Day after the end of each March,
June, September and December, commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Letter of Credit Expiration Date
and thereafter on demand.

       

      (j)           Fronting Fee and Documentary
and Processing Charges Payable to L/C Issuer.  The Borrower
shall pay directly to the L/C Issuer for its own account a fronting fee with
respect to each Letter of Credit, at the rate per annum specified in the Fee
Letters, computed on the daily amount available to be drawn under such Letter of
Credit on a quarterly basis in arrears.  Such fronting fee shall be
due and payable on the tenth Business Day after the end of each March, June,
September and December in respect of the most recently-ended quarterly period
(or portion thereof, in the case of the first payment), commencing with the
first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand.  For
purposes of computing the daily amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.07.  In
addition, the Borrower shall pay directly to the L/C Issuer for its own account
the customary issuance, presentation, amendment and other processing fees, and
other standard costs and charges, of the L/C Issuer relating to letters of
credit as from time to time in effect.  Such customary fees and
standard costs and charges are due and payable on demand and are
nonrefundable.

       

      (k)           Conflict with Issuer
Documents.  In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall
control.

       

      
        
          
            
               

              


              


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(l)           Letters of Credit Issued for
Subsidiaries.  Notwithstanding that a Letter of Credit issued
or outstanding hereunder is in support of any obligations of, or is for the
account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C
Issuer hereunder for any and all drawings under such Letter of
Credit.  The Borrower hereby acknowledges
that the issuance of Letters of Credit for the account of Subsidiaries inures to
the benefit of the Borrower, and that the Borrower's business derives
substantial benefits from the businesses of such Subsidiaries.

       

      2.04           Reduction and Termination of
Commitments.

       

      (a)           Voluntary.  The
Borrower may, upon not less than five Business Days' prior notice to the
Administrative Agent, terminate or permanently reduce the Aggregate Revolving
Commitment, without premium or penalty, by an aggregate minimum amount of
$1,000,000 or any multiple of $500,000 in excess thereof; provided,
however that no such termination or reduction shall be permitted if after giving
effect thereto and to any prepayment of Revolving Loans made under the Revolving
Commitments which are made on the effective date of such termination or
reduction (x) the then outstanding principal amount of all Revolving Loans made
under the Revolving Commitments plus the amount of
the then outstanding L/C Obligations would exceed the Aggregate Revolving
Commitment then in effect or (y) the aggregate amount of all L/C Obligations
would exceed the Letter of Credit Commitment then in effect; and provided
further that once reduced in accordance with this Section 2.04,
the Aggregate Revolving Commitment may not be increased. No voluntary
termination or reduction in the Aggregate Revolving Commitment shall be
effective unless the Mission Borrower makes a concurrent ratable reduction to
the Mission Aggregate Revolving Commitment.

       

      (b)           Mandatory.  The
Aggregate Revolving Commitment shall be automatically and immediately reduced
without notice to the Borrower or any other Credit Party:

       

      (i)           on
such date and by the amount of any prepayment required to be made under any of
Sections 2.06 (b),
(c), (d), (e) or (f) or Sections 10.19(b), (c), (d),
(e), (f) or (g) (without duplication) that is applied to prepay the
Revolving Loans in accordance with the terms of Section 2.06 or Section 10.19, provided
that, notwithstanding the foregoing, so long as there exists no Default
at such time, no such reduction in the Aggregate Revolving Commitment will be
made with respect to any prepayment required to be made under Section 10.19(g),
and

       

      (ii)           on
such date that any prepayment is required to be made under any of Sections 2.06(b), (c), (d),
(e), (f) or (g) or Sections 10.19(b), (c), (d),
(e), (f) or (g) and the Outstanding Amount of the Term B Loans is zero
(or has been reduced to zero by such prepayment), such reduction in the
Aggregate Revolving Commitment to be in such amount of the Net Cash Proceeds,
Net Debt Proceeds, Net Issuance Proceeds and/or Extraordinary Receipts, as
applicable, that are not applied to prepay the Term B Loans but would have been
if the Outstanding Amount of such Term B Loans was in excess of such proceeds,
provided
that, notwithstanding the foregoing, so long as there exists no Default
at such time, no such reduction in the Aggregate Revolving Commitment will be
made with respect to any prepayment required to be made under Section 10.19(g);
and

       



      (c)           Commitment Reductions,
Generally.  Once reduced in accordance with this Section 2.04,
the Aggregate Revolving Commitment may not be increased.  Any
reduction of the Aggregate Revolving Commitment pursuant to this Section 2.04
shall be applied pro rata to each Lender's Revolving Commitment.  All
accrued commitment and letter of credit fees to the effective date of any
reduction or termination of the Aggregate Revolving Commitment shall be paid on
the effective date of such reduction or termination.  The
Administrative Agent shall promptly notify the affected Lenders of any such
reduction or termination of the Aggregate Revolving Commitment.

       

      2.05           Voluntary
Prepayments.

       

      (a)           The
Borrower may, prior to 11:00 a.m., upon at least three Business Days' written
notice by the Borrower to the Administrative Agent in the case of Eurodollar
Loans, and prior to 9:00 a.m., upon two Business Days' written notice on any
Business Day in the case of Base Rate Loans, prepay Revolving Loans and/or Term
B Loans, as the Borrower may elect, in whole or in part, in amounts of
$1,000,000 or an integral multiple of $500,000 in excess thereof.

       

      (b)           Any
notice of prepayment delivered pursuant to this Section 2.05 shall
specify the date and amount of such prepayment, whether the prepayment is to be
made with respect to Revolving Loans and/or Term B Loans and the Type of Loans
to be prepaid.  The Administrative Agent will promptly notify each
affected Lender thereof and of such Lender's pro rata portion of such
prepayment.  If such notice is given by the Borrower and not
withdrawn, the Borrower shall make such prepayment, and the payment amount
specified in such notice shall be due and payable, on the date specified therein
together with accrued interest to each such date on the amount prepaid and the
amounts, if any, required pursuant to Section 3.05; provided
that interest to be paid in connection with any such prepayment of Base Rate
Loans (other than a prepayment in full) shall instead be paid on the next
occurring Interest Payment Date.

       

      (c)           Any
prepayment of Term B Loans pursuant to this Section 2.05 shall be
applied to the remaining scheduled installments of Term B Loans to be made
pursuant to Section
2.07(a) pro rata (based on the then remaining amounts of such remaining
installments).

       

      2.06           Mandatory
Prepayments.

       

      (a)

       

      (i)           If
on any date the aggregate unpaid principal amount of outstanding Revolving Loans
made under the Revolving Commitments, plus the outstanding
L/C Obligations (to the extent not Cash Collateralized pursuant to clause
(ii) below or as provided for in Section 2.03(g))
exceeds the Aggregate Revolving Commitment, then the Borrower shall immediately
prepay the amount of such excess.  Any payments on Revolving Loans
made under the Revolving Commitments pursuant to this Section 2.06(a)(i)
shall be applied pro rata among the Lenders with Revolving
Commitments.

       



      (ii)           If
on any date the aggregate amount of all L/C Obligations shall exceed the Letter
of Credit Commitment, the Borrower shall Cash Collateralize on such date an
amount equal to the excess of the L/C Obligations over the Letter of Credit
Commitment.

       

      (iii)           If
on any date the aggregate unpaid principal amount of outstanding Incremental
Revolving Loans made under an Incremental Facility exceeds the aggregate amount
of the Incremental Revolving Commitments relating to such Incremental Facility,
then the Borrower shall immediately prepay the amount of such
excess.  Any payments on Incremental Revolving Loans made under an
Incremental Facility pursuant to this Section 2.06(a)(iii)
shall be applied  pro rata among the applicable Incremental Revolving
Lenders having Incremental Revolving Commitments with respect to such
Incremental Facility.

       

      (b)

       

      (i)           If
on any date any Nexstar Entity shall make any Disposition, an amount equal to
100% of the Net Cash Proceeds from such Disposition shall be applied on such
date to prepay outstanding principal of the Term B Loans and the Revolving Loans
on a pro rata basis among such Loans, provided that with respect to no more than
$2,000,000 in the aggregate of the Net Cash Proceeds received in connection with
any Disposition, the Net Cash Proceeds therefrom shall not be required to be so
applied if no Default then exists and, provided further, that this requirement
for mandatory prepayment will be further reduced to the extent that the Borrower
elects, as hereinafter provided, to attempt to cause some or all of such Net
Cash Proceeds to be reinvested in Reinvestment Assets.  The Borrower
may elect to attempt to cause some or all of the Net Cash Proceeds from a
Disposition to be reinvested in Reinvestment Assets during the Reinvestment
Period (a "Reinvestment
Election") if (x) no Default exists on the date of such Reinvestment
Election and (y) such Reinvestment Election is made by the delivery of a
Reinvestment Notice to the Administrative Agent on or before the date of the
consummation of such Disposition, with such Reinvestment Election being
effective with respect to the Net Cash Proceeds of such Disposition equal to the
Anticipated Reinvestment Amount specified in such Reinvestment
Notice.

       

      (ii)           Nothing
in this Section 2.06 (b)
shall be deemed to permit any Disposition not otherwise permitted under this
Agreement.

       

      (iii)           On
the Reinvestment Prepayment Date with respect to a Reinvestment Election, an
amount equal to the Reinvestment Prepayment Amount, if any, for such
Reinvestment Election shall be applied to prepay outstanding principal of the
Term B Loans and the Revolving Loans on a pro rata basis among such
Loans.

       

      (c)           Within
90 days after any Nexstar Entity receives any proceeds from any Recovery Event,
an amount equal to 100% of the proceeds of such Recovery Event (net of
reasonable costs including, without limitation, legal costs and expenses and
taxes incurred in connection with such Recovery Event and the collection of the
proceeds thereof) shall be applied to prepay outstanding principal of the Term B
Loans and the Revolving Loans on a pro rata basis among such Loans; provided
that so long as no Default then exists, this requirement for mandatory
prepayment shall be reduced by any amounts (i) actually applied on or before
such 90th day or (ii) committed in writing on or before such 90th day to be
applied to the replacement or restoration of the assets subject to such Recovery
Event within 365 days after such Recovery Event and; provided
further that with respect to no more than $1,000,000 in the aggregate of the
proceeds received from any Recovery Event, the proceeds therefrom shall not be
required to be so applied if no Default then exists.

       

      (d)           On
each date which is 90 days after the last day of each Fiscal Year commencing
with the Fiscal Year ending on December 31, 2005, an amount equal to 75% of the
Excess Cash Flow of the Borrower for such Fiscal Year shall be applied to prepay
outstanding principal of the Term B Loans and the Revolving Loans on a pro rata
basis among such Loans; provided
that (A) if the Consolidated Total Leverage Ratio on the last day of each of the
last two consecutive Fiscal Quarters during such Fiscal Year is equal to or less
than 5.50:1.00, an amount equal to 50%, and not 75%, of the Excess Cash Flow of
the Borrower for such Fiscal Year shall be applied to prepay outstanding
principal of the Term B Loans and the Revolving Loans on a pro rata basis among
such Loans, and (B) if the Consolidated Total Leverage Ratio on the last day of
each of the last two consecutive Fiscal Quarters during such Fiscal Year is
equal to or less than 4.50:1.00, then no payment in respect of such Fiscal Year
shall be required pursuant to this Section 2.06(d) and,
provided further that with respect to each Fiscal Year, the amount which would
otherwise be payable pursuant to this Section 2.06(d) may
be reduced by $2,000,000 so long as no Default exists on such 90th
day.

       

      (e)           On
the Business Day after the date of the receipt by any Nexstar Entity of Net
Issuance Proceeds from any sale or issuance of Capital Stock (including the
Permitted Parent Preferred Equity described in Section 7.05(j)) or
cash capital contribution other than Excluded Proceeds, the Borrower shall
prepay outstanding principal of the Term B Loans and the Revolving Loans, on a
pro rata basis among such Loans, in an amount equal to 50% of such Net Issuance
Proceeds, provided
so long as no Default exists on the date of such issuance, the amount of the
prepayments required to be made under this Section 2.06(e) shall
be reduced to the extent (but only to the extent) that such Net Issuance
Proceeds are used or to be used in connection with an Acquisition made in
accordance with the terms of Section 7.04
(including by waiver or consent) which a Nexstar Entity commits to in writing
pursuant to a stock purchase agreement (or similar agreement) within six months
after the date of such issuance; provided further
that at any time after the expiration of such six month period, if (A) the
definitive agreement executed in connection with any such Acquisition is
terminated, expires or otherwise becomes ineffective prior to the consummation
of such Acquisition, (B) the Borrower is no longer pursuing the consummation of
the Acquisition in good faith or (C) such Acquisition is not consummated within
18 months from the date the Nexstar Entity committed in writing to such
Acquisition, then the amount of prepayments required to be made under this Section 2.06(e) shall
be increased by the amount of such Net Issuance Proceeds
that were not used to consummate such Acquisition; and provided
further
that during the existence of a Default, the Borrower shall prepay outstanding
principal of the Term B Loans and the Revolving Loans, on a pro rata basis among
such Loans, in an amount equal to 100% of such Net Issuance
Proceeds.

       

      
        
          
            
               

              


              


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      (f)           If
on any date any Nexstar Entity shall incur or issue any Indebtedness (other than
(x) the Permitted Parent Preferred Equity described in Section 7.05(j) and (y) Indebtedness
described in subsections (a) - (d), (f) - (i) of Section 7.05), then
on each such date of incurrence or issuance an amount equal to the amount of the
Net Debt Proceeds received with respect to such Indebtedness shall be applied to
prepay outstanding principal of the Term B Loans and the Revolving Loans, on a
pro rata basis among such Loans; provided
that so long as no Default exists on the date of such incurrence or issuance,
the amount of the prepayments required to be made under this Section 2.06(f) shall
be reduced to the extent (but only to the extent) that such Net Debt Proceeds
are used or to be used in connection with an Acquisition made in accordance with
Section 7.04
(including by waiver or consent) which a Nexstar Entity commits to in writing
pursuant to a stock purchase agreement (or similar agreement) within six months
after the date of such incurrence or issuance of Indebtedness; provided
further that at any time after the expiration of such six month period,
if (A) the definitive agreement executed in connection with any such Acquisition
is terminated, expires or otherwise becomes ineffective prior to the
consummation of such Acquisition, (B) the Borrower is no longer pursuing the
consummation of the Acquisition in good faith or (C) such Acquisition is not
consummated within 18 months from the date the Nexstar Entity committed in
writing to such Acquisition, then the amount of prepayments required to be made
under this Section
2.06(f) shall be increased by the amount of such Net Debt Proceeds that
were not used to consummate such Acquisition.

       

      (g)           Intentionally
Omitted.

       

      (h)           The
Borrower shall pay, together with each prepayment under this Section 2.06,
accrued interest on the amount prepaid and any amounts required pursuant to
Section 3.05;
provided
that interest to be paid in connection with any such prepayment of Base Rate
Loans (other than a prepayment in full) shall instead be paid on the next
occurring Interest Payment Date.

       

      (i)           Any
prepayments pursuant to this Section 2.06
made on a day other than an Interest Payment Date for any Loan shall be applied
first to any Base Rate Loans then outstanding and then to Eurodollar Loans with
the shortest Interest Periods remaining.

       

      (j)           Any
prepayment of Term B Loans pursuant to this Section 2.06 shall be
applied to the remaining scheduled installments of Term B Loans to be made
pursuant to Section
2.07(a), pro rata (based on the then remaining amounts of such remaining
installments).

       

      (k)           Notwithstanding
anything to the contrary contained in this Section 2.06, any
Term B Lender may elect, by delivering written notice to the Administrative
Agent prior to
the receipt thereof, not to receive its pro rata portion of any mandatory
prepayment that would otherwise be payable to such Term B Lender pursuant to
this Section
2.06, whereupon such portion shall be reallocated to prepay the
outstanding principal amount of all Term B Loans and Revolving Loans other than
the Term B Loans held by such Term B Lender and any other Term B Lender that has
elected not to receive its pro rata portion of such mandatory prepayment, on a
pro rata basis among such Loans.

       

      2.07           Repayment of
Loans.

       

      (a)           The Term B
Loans.  The Term B Loans shall mature, and the outstanding
principal amount thereof shall be due and payable in full (together with all
accrued and unpaid interest thereon), on the Stated Term B Maturity
Date.  In addition, on the last day of each Fiscal Quarter (or, in the
case of the final principal installment to be repaid in Fiscal Year 2012, on the
Stated Term B Maturity Date), commencing on December 30, 2005, the Borrower
shall repay, and there shall become due and payable, a quarterly principal
installment on the Term B Loans in an amount equal to 0.25% of the Aggregate
Outstanding Term B Loan Balance on December 30, 2005 (immediately prior to the
installment payable on such date); provided
that the final principal installment in the amount of the then unpaid principal
amount of the Term B Loans, together with all unpaid Obligations accrued in
connection with such Term B Loans, shall be due on the Stated Term B Maturity
Date.

       

      (b)           Application of Term B Loan
Payments.  Subject to Section 2.06(k) and
Section
10.19(k), any payment made on Term B Loans pursuant to this Section 2.07, Section 2.05, Section 2.06 or
Section 10.19
shall be applied pro rata to each Lender's Term B Loans in accordance with such
Lender's Term B Facility Percentage.

       

      (c)           The Revolving
Loans.  Each Revolving Loan shall mature, and the outstanding
principal amount thereof shall be due and payable in full (together with all
accrued and unpaid interest thereon) on the Stated Revolving Credit Maturity
Date.

       

      (d)           All
Obligations.  The aggregate amount of all outstanding and
unpaid Obligations shall be due and payable in full on October 1,
2012.

       

      (e)           Application of Revolving
Loan Payments.  Any payment made on Revolving Loans pursuant to
this Section 2.07,
Section 2.05,
Section 2.06 or
Section 10.19
shall be applied pro rata to each Lender's Revolving Loans in accordance with
such Lender's Revolving Facility Percentage.

       

      2.08           Interest.

       

      (a)           Subject
to the provisions of subsection (b) below, (i) each Eurodollar Loan shall bear
interest on the outstanding principal amount thereof for each Interest Period at
a rate per annum equal to the Eurodollar Rate for such Interest Period plus the
Applicable Margin, but in no event in excess of the Highest Lawful Rate; and
(ii) each Base Rate Loan shall bear interest on the outstanding principal amount
thereof from the applicable borrowing
date at a rate per annum equal to the Base Rate plus the Applicable Margin, but
in no event in excess of the Highest Lawful Rate.

       

      (b)

       

      (i)           If
(A) any amount of principal of any Loan, or any regularly scheduled amount
payable hereunder or under any other Loan Document, is not paid in full when due
(subject to any applicable grace periods), whether at stated maturity, by
acceleration or otherwise, or (B) an Event of Default shall have occurred and be
continuing, all amounts bearing interest hereunder shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by Applicable Laws, but in no event
in excess of the Highest Lawful Rate.

       

      (ii)           If
any amount (other than principal of any Loan) payable by the Borrower under any
Loan Document is not paid when due (subject to any applicable grace periods),
whether at stated maturity, by acceleration or otherwise, then all amounts
bearing interest hereunder shall thereafter bear interest at a fluctuating
interest rate per annum at all times equal to the Default Rate to the fullest
extent permitted by Applicable Laws, but in no event in excess of the Highest
Lawful Rate.

       

      (iii)           Accrued
and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.

       

      (c)           Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified
herein.  Interest hereunder shall be due and payable in accordance
with the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

       

      2.09           Fees.  In
addition to certain fees described in subsections (i) and (j) of Section 2.03:

       

      (a)           The
Borrower shall pay to the Administrative Agent for the ratable account of each
Lender with a Revolving Commitment, on the last Business Day of each March,
June, September and December and on the earlier of the Stated Revolving Credit
Maturity Date and the date on which the Aggregate Revolving Commitments shall
have been terminated in full, an aggregate commitment fee (the "Revolving Commitment
Fee") on the daily average amount for the quarterly period then ended of
the Aggregate Available Revolving Commitment equal to 0.75% per
annum.  The Revolving Commitment Fee shall begin to accrue on and
after the Effective Date and shall cease to accrue on the earlier of the Stated
Revolving Credit Maturity Date and the date on which the Aggregate Revolving
Commitments shall have been terminated in full.

       

      
        
          
            
               

              


              


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      (b)           Other
Fees.

       

      (i)           The
Borrower shall pay to the Joint Lead Arrangers, Joint Book Managers and the
Administrative Agent for their own respective accounts fees in the amounts and
at the times specified in the Fee Letters.  Such fees shall be fully
earned when paid and shall not be refundable for any reason
whatsoever.

       

      (ii)           The
Borrower shall pay to the Lenders such fees as shall have been separately agreed
upon in writing in the amounts and at the times so specified.  Such
fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever.

       

      (c)           Fees under Existing Nexstar
Credit Agreement.  Notwithstanding anything to the contrary in
this Agreement, all fees which, as of the Effective Date, remain outstanding
under the Existing Nexstar Credit Agreement will be due and payable on the first
payment date scheduled for payment of fees under this Agreement occurring after
the Effective Date.

       

      2.10           Computation of Interest and
Fees.  All computations of commitment fees, and interest
payable in respect of Base Rate Loans when the Base Rate is determined by Bank
of America's "prime rate" shall be made on the basis of a year of 365 or 366
days, as the case may be, and actual days elapsed.  All other
computations of fees and interest shall be made on the basis of a 360 day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365 day year).  Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any Loan that is repaid on the same day on which
it is made shall, subject to Section 2.12(a), bear
interest for one day.  Each determination by the Administrative Agent
of an interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error.

       

      2.11           Evidence of
Debt.

       

      (a)           The
Credit Events made by each Lender shall be evidenced by one or more accounts or
records maintained by such Lender and by the Administrative Agent in the
ordinary course of business.  The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Events made by the Lenders to the Borrower and
the interest and payments thereon.  Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrower hereunder to pay any amount owing with respect to the
Obligations.  In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest
error.  Upon the request of any Lender made through the Administrative
Agent, the Borrower shall execute and deliver to such Lender (through the
Administrative Agent) a Revolving Loan Note and/or a Term B Loan Note, as
applicable, which shall evidence such Lender's Loans in addition to such
accounts or records.  Each Lender may attach schedules to its Note and
endorse thereon the date, Type (if applicable), amount and maturity of its Loans
and payments with respect thereto.

       

      (b)           In
addition to the accounts and records referred to in subsection (a), each Lender
and the Administrative Agent shall maintain in accordance with its usual
practice accounts or records evidencing the purchases and sales by such Lender
of participations in Letters of Credit.  In the event of any conflict
between the accounts and records maintained by the Administrative Agent and the
accounts and records of any Lender in respect of such matters, the accounts and
records of the Administrative Agent shall control in the absence of manifest
error.

       

      2.12           Payments Generally;
Administrative Agent's Clawback.

       

      (a)           General.  All
payments (including prepayments) to be made by the Borrower shall be made
without condition or deduction for any counterclaim, defense, recoupment or
setoff.  Except as otherwise expressly provided herein, all payments
by the Borrower hereunder shall be made to the Administrative Agent, for the
account of the respective Lenders to which such payment is owed, at the
Administrative Agent's Office in Dollars and in immediately available funds not
later than 12:00 noon on the date specified herein.  The
Administrative Agent will promptly distribute to each Lender its share, if any,
of such payment in like funds as received by wire transfer to such Lender's
Lending Office.  All payments received by the Administrative Agent
after 12:00 noon shall be deemed received on the next succeeding Business Day
and any applicable interest or fee shall continue to accrue to (but excluding)
such next succeeding Business Day.  If any payment to be made by the
Borrower shall come due on a day other than a Business Day, payment shall
instead come due on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may
be.

       

      (b)

       

      (i)           Funding by Lenders;
Presumption by Administrative Agent.  Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any
Borrowing of Eurodollar Loans (or, in the case of any Borrowing of Base Rate
Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with Section 2.02 (or, in
the case of a Borrowing of Base Rate Loans, that such Lender has made such share
available in accordance with and at the time required by Section 2.02) and
may, in reliance upon such assumption, make available to the Borrower a
corresponding amount.  In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount in
immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (A) in the case of
a payment to be made by such Lender, the greater of the Federal Funds Rate and a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation and (B) in the case of a payment to be made by
the
Borrower, the interest rate applicable to Base Rate Loans.  If the
Borrower and such Lender shall pay such interest to the Administrative Agent for
the same or an overlapping period, the Administrative Agent shall promptly remit
to the Borrower the amount of such interest paid by the Borrower for such
period.  If such Lender pays its share of the applicable Borrowing to
the Administrative Agent, then the amount so paid shall constitute such Lender's
Loan included in such Borrowing.  Any payment by the Borrower shall be
without prejudice to any claim the Borrower may have against a Lender that shall
have failed to make such payment to the Administrative Agent.

       

      (ii)           Payments by Borrower;
Presumptions by Administrative Agent.  Unless the
Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of
the Lenders or the L/C Issuer hereunder that the Borrower will not make such
payment, the Administrative Agent may assume that the Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the
amount due.  In such event, if the Borrower has not in fact made such
payment, then each of the Lenders or the L/C Issuer, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or the L/C Issuer, in immediately available
funds with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation.

       

      A notice
of the Administrative Agent to any Lender or the Borrower with respect to any
amount owing under this subsection (b) shall be conclusive, absent manifest
error.

       

      (c)           Failure to Satisfy
Conditions Precedent.  If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided in
the foregoing provisions of this Article II, and such funds are not made
available to the Borrower by the Administrative Agent because the conditions to
the applicable Credit Event set forth in Article IV are not satisfied or waived
in accordance with the terms hereof, the Administrative Agent shall return such
funds (in like funds as received from such Lender) to such Lender, without
interest.

       

      (d)           Obligations of Lenders
Several.  The obligations of the Lenders hereunder to make
Loans, to fund participations in Letters of Credit and to make payments pursuant
to Section
10.04(c) are several and not joint.  The failure of any Lender
to make any Loan, to fund any such participation or to make any payment under
Section
10.04(c) on any date required hereunder shall not relieve any other
Lender of its corresponding obligation to do so on such date, and no Lender
shall be responsible for the failure of any other Lender to so make its Loan, to
purchase its participation or to make its payment under Section
10.04(c).

       

      (e)           Funding
Source.  Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

       

      2.13           Sharing of Payments by
Lenders.   If any Lender shall, by exercising any right of
setoff or counterclaim or otherwise, obtain payment in respect of any principal
of or interest on any of the Loans made by it, or the participations in L/C
Obligations held by it resulting in such Lender's receiving payment of a
proportion of the aggregate amount of such Loans or participations and accrued
interest thereon greater than its pro rata share thereof as provided herein,
then the Lender receiving such greater proportion shall (a) notify the
Administrative Agent of such fact, and (b) purchase (for cash at face value)
participations in the Loans and subparticipations in L/C Obligations of the
other Lenders, or make such other adjustments as shall be equitable, so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amount of principal of and accrued interest on
their respective Loans and other amounts owing them, provided that:

       

      (i)           if
any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest; and

       

      (ii)           the
provisions of this Section shall not be construed to apply to (A) any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement, (B) any payment obtained by a Lender as consideration
for the assignment of or sale of a participation in any of its Loans or
subparticipations in L/C Obligations to any assignee or participant, other than
to the Borrower or any Subsidiary or any Affiliate of either thereof (as to
which the provisions of this Section shall apply) or (C) any payment obtained by
the L/C Issuer in connection with Cash Collateralizing any L/C Obligations, any
other Cash Collateral or other arrangements made in respect of an Impacted
Lender.

       

      Each
Credit Party consents to the foregoing and agrees, to the extent it may
effectively do so under Applicable Law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Credit Party rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Credit
Party in the amount of such participation.

       

      2.14           Security Documents and
Guaranty Agreements.

       

      (a)           All
Obligations under this Agreement and all other Loan Documents shall be secured
in accordance with the Security Documents.

       

      (b)           All
Obligations under this Agreement and all other Loan Documents shall be
unconditionally guaranteed by the Parent Guarantors and the Subsidiary
Guarantors pursuant to the Nexstar Guaranty Agreement.

       


      
        
          
             

            


            


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      ARTICLE
III.

       

      TAXES,
YIELD PROTECTION AND ILLEGALITY

       

      3.01           Taxes.

       

      (a)           Payments Free of
Taxes.  Any and all payments by or on account of any obligation
of the Borrower hereunder or under any other Loan Document shall be made free
and clear of and without reduction or withholding for any Indemnified Taxes or
Other Taxes, provided that if the Borrower shall be required by Applicable Law
to deduct any Indemnified Taxes (including any Other Taxes) from such payments,
then (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section) the Administrative Agent, Lender or L/C Issuer, as
the case may be, receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower shall timely pay the full amount deducted to the relevant
Governmental Authority in accordance with Applicable Law.

       

      (b)           Payment of Other Taxes by
the Borrower.  Without limiting the provisions of subsection
(a) above, the Borrower shall timely pay any Other Taxes to the relevant
Governmental Authority in accordance with Applicable Law.

       

      (c)           Indemnification by the
Borrower.  The Borrower shall indemnify the Administrative
Agent, each Lender and the L/C Issuer, within 10 days after demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) paid by the Administrative Agent, such Lender or the L/C
Issuer, as the case may be, and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes
or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority.  A certificate as to the amount of such
payment or liability delivered to the Borrower by a Lender or the L/C Issuer
(with a copy to the Administrative Agent), or by the Administrative Agent on its
own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive
absent manifest error.

       

      (d)           Evidence of
Payments.  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

       

      (e)           Status of
Lenders.  Each Foreign Lender shall deliver to the Borrower
(with a copy to the Administrative Agent), at the time or times prescribed by
Applicable Law or reasonably requested by the Borrower or the Administrative
Agent, such properly completed
and executed documentation prescribed by Applicable Law as will permit payments
to be made hereunder without withholding.  In addition, any Lender, if
requested by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by Applicable Law or reasonably requested by the
Borrower or the Administrative Agent as will enable the Borrower or the
Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements.

       

      Without
limiting the generality of the foregoing, in the event that the Borrower is
resident for tax purposes in the United States, any Foreign Lender shall deliver
to the Borrower and the Administrative Agent (in such number of copies as shall
be requested by the recipient) on or prior to the date on which such Foreign
Lender becomes a Lender under this Agreement (and from time to time thereafter
upon the request of the Borrower or the Administrative Agent), whichever of the
following is applicable:

       

      (i)           duly
completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
for benefits of an income tax treaty to which the United States is a
party,

       

      (ii)           duly
completed copies of Internal Revenue Service Form W-8ECI,

       

      (iii)           in
the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under Section 881(c) of the Code, (x) a certificate to the
effect that such Foreign Lender is not (A) a "bank" within the meaning of
Section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of the Borrower
within the meaning of Section 881(c)(3)(B) of the Code, or (C) a "controlled
foreign corporation" described in Section 881(c)(3)(C) of the Code and (y) duly
completed copies of Internal Revenue Service Form W-8BEN, or

       

      (iv)           any
other form or similar documentation prescribed by Applicable Law as a basis for
claiming exemption from or a reduction in United States Federal withholding tax
duly completed together with such supplementary documentation as may be
prescribed by Applicable Law to permit the Borrower to determine the withholding
or deduction required to be made.

       

      (f)           Treatment of Certain
Refunds.  If the Administrative Agent, any Lender or the L/C
Issuer determines, in its sole discretion, that it has received a refund of any
Taxes or Other Taxes as to which it has been indemnified by the Borrower or with
respect to which the Borrower has paid additional amounts pursuant to this
Section, it shall pay to the Borrower an amount equal to such refund (but only
to the extent of indemnity payments made, or additional amounts paid, by the
Borrower under this Section with respect to the Taxes or Other Taxes giving rise
to such refund), net of all out-of-pocket expenses of the Administrative Agent,
such Lender or the L/C Issuer, as the case may be, and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund), provided that the
Borrower, upon the request of the Administrative Agent, such Lender or the L/C
Issuer, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent, such Lender or the L/C
Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is
required to repay such refund to such Governmental Authority.  This
subsection shall not be construed to require the Administrative Agent, any
Lender or the L/C Issuer to make available its tax returns (or any other
information relating to its taxes that it deems confidential) to the Borrower or
any other Person.

       

      3.02           Illegality.  If
any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurodollar Loans, or to
determine or charge interest rates based upon the Eurodollar Rate, or any
Governmental Authority has imposed material restrictions on the authority of
such Lender to purchase or sell, or to take deposits of, Dollars in the London
interbank market, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Loans or to convert Base Rate Loans to Eurodollar Loans shall be
suspended until such Lender notifies the Administrative Agent and the Borrower
that the circumstances giving rise to such determination no longer
exist.  Upon receipt of such notice, the Borrower shall, upon demand
from such Lender (with a copy to the Administrative Agent), prepay or, if
applicable, convert all Eurodollar Loans of such Lender to Base Rate Loans,
either on the last day of the Interest Period therefor, if such Lender may
lawfully continue to maintain such Eurodollar Loans to such day, or immediately,
if such Lender may not lawfully continue to maintain such Eurodollar
Loans.  Upon any such prepayment or conversion, the Borrower shall
also pay accrued interest on the amount so prepaid or converted.

       

      
        
          
            
               

              


              


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      3.03           Inability to Determine
Rates.  If the Majority
Lenders determine that for any reason in connection with any request for a
Eurodollar Loan or a conversion to or continuation thereof that (a) Dollar
deposits are not being offered to banks in the London interbank eurodollar
market for the applicable amount and Interest Period of such Eurodollar Loan,
(b) adequate and reasonable means do not exist for determining the Eurodollar
Base Rate for any requested Interest Period with respect to a proposed
Eurodollar Loan, or (c) the Eurodollar Base Rate for any requested Interest
Period with respect to a proposed Eurodollar Loan does not adequately and fairly
reflect the cost to such Lenders of funding such Loan, the Administrative Agent
will promptly so notify the Borrower and each Lender.  Thereafter, the
obligation of the Lenders to make or maintain Eurodollar Loans shall be
suspended until the Administrative Agent (upon the instruction of the Majority
Lenders) revokes such notice.  Upon receipt of such notice, the
Borrower may revoke any pending request for a Borrowing of, conversion to or
continuation of Eurodollar Loans or, failing that, will be deemed to have
converted such request into a request for a Borrowing of Base Rate Loans in the
amount specified therein.

       

      3.04           Increased Costs; Reserves on
Eurodollar Loans.

       

      (a)           Increased Costs
Generally.  If any Change in Law shall:

       

      (i)           impose,
modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for
the account of, or credit extended or participated in by, any Lender
(except any reserve requirement reflected in the Eurodollar Rate) or the L/C
Issuer;

       

      (ii)           subject
any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to
this Agreement, any Letter of Credit, any participation in a Letter of Credit or
any Eurodollar Loan made by it, or change the basis of taxation of payments to
such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes
or Other Taxes covered by Section 3.01 and the
imposition of, or any change in the rate of, any Excluded Tax payable by such
Lender or the L/C Issuer); or

       

      (iii)           impose
on any Lender or the L/C Issuer or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurodollar Loans made by
such Lender or any Letter of Credit or participation therein;

       

      and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Loan (or of maintaining its obligation to
make any such Loan), or to increase the cost to such Lender or the L/C Issuer of
participating in, issuing or maintaining any Letter of Credit (or of maintaining
its obligation to participate in or to issue any Letter of Credit), or to reduce
the amount of any sum received or receivable by such Lender or the L/C Issuer
hereunder (whether of principal, interest or any other amount) then, upon
request of such Lender or the L/C Issuer, the Borrower will pay to such Lender
or the L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.

       

      (b)           Capital
Requirements.  If any Lender or the L/C Issuer determines that
any Change in Law affecting such Lender or the L/C Issuer or any Lending Office
of such Lender or such Lender's or the L/C Issuer's holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or the L/C Issuer's capital or on the capital of such
Lender's or the L/C Issuer's holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of
Credit issued by the L/C Issuer, to a level below that which such Lender or the
L/C Issuer or such Lender's or the L/C Issuer's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's or
the L/C Issuer's policies and the policies of such Lender's or the L/C Issuer's
holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the L/C Issuer or
such Lender's or the L/C Issuer's holding company for any such reduction
suffered.

       

      (c)           Certificates for
Reimbursement.  A certificate of a Lender or the L/C Issuer
setting forth the amount or amounts necessary to compensate such Lender or the
L/C Issuer or its holding company, as the case may be, as specified in
subsection (a) or (b) of this Section 3.04 and
delivered to the Borrower shall be conclusive absent manifest error.  The
Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount
shown as due on any such certificate within 10 days after receipt
thereof.

       

      (d)           Delay in
Requests.  Failure or delay on the part of any Lender or the
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section 3.04
shall not constitute a waiver of such Lender's or the L/C Issuer's right to
demand such compensation, provided that the
Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant
to the foregoing provisions of this Section 3.04 for any
increased costs incurred or reductions suffered more than nine months prior to
the date that such Lender or the L/C Issuer, as the case may be, notifies the
Borrower of the Change in Law giving rise to such increased costs or reductions
and of such Lender's or the L/C Issuer's intention to claim compensation
therefor (except that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the nine-month period referred to above shall
be extended to include the period of retroactive effect thereof).

       

      3.05           Compensation for
Losses.  Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrower shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:

       

      (a)           any
continuation, conversion, payment or prepayment of any Loan other than a Base
Rate Loan on a day other than the last day of the Interest Period for such Loan
(whether voluntary, mandatory, automatic, by reason of acceleration, or
otherwise);

       

      (b)           any
failure by the Borrower (for a reason other than the failure of such Lender to
make a Loan) to prepay, borrow, continue or convert any Loan other than a Base
Rate Loan on the date or in the amount notified by the Borrower; or

       

      (c)           any
assignment of a Eurodollar Loan on a day other than the last day of the Interest
Period therefor as a result of a request by the Borrower pursuant to Section 10.13;

       

      including
any loss or expense arising from the liquidation or reemployment of funds
obtained by it to maintain such Loan or from fees payable to terminate the
deposits from which such funds were obtained.  The Borrower shall also
pay any customary administrative fees charged by such Lender in connection with
the foregoing.

       

      For
purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05,
each Lender shall be deemed to have funded each Eurodollar Loan made by it at
the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan
by a matching deposit or other borrowing in the London interbank eurodollar
market for a comparable amount and for a comparable period, whether or not such
Eurodollar Loan was in fact so funded.

       

      3.06           Mitigation Obligations;
Replacement of Lenders.

       

      (a)           Designation of a Different
Lending Office.  If any Lender requests compensation under
Section 3.04, or
the Borrower is required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant
to Section 3.01, or
if any Lender gives a notice pursuant to Section 3.02,
then such Lender shall use reasonable efforts to designate a different Lending
Office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 3.01 or
3.04, as the
case may be, in the future, or eliminate the need for the notice pursuant to
Section 3.02, as
applicable, and (ii) in each case, would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender.  The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.

       

      (b)           Replacement of
Lenders.  If any Lender requests compensation under Section 3.04, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, the
Borrower may replace such Lender in accordance with Section
10.13.

       

      3.07           Survival.  All
of the Borrower's obligations under this Article III shall
survive termination of the Commitments and repayment of all other Obligations
hereunder.

       

      
        
          
            
               

              


              


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ARTICLE IV.

       

      


       

      CONDITIONS
PRECEDENT

       

      4.01           Conditions to the Effective
Date.  The occurrence of the Effective Date and the obligation
of the Lenders to make Loans or purchase L/C Advances and the L/C Issuer to
issue Letters of Credit on the Initial Borrowing Date are subject to the receipt
by the Administrative Agent prior to or concurrently with the occurrence of the
Effective Date and the making of Loans and the issuance of Letters of Credit on
the Initial Borrowing Date of each of the items set forth in this Section 4.01 in
form and substance reasonably satisfactory to the Administrative Agent and the
Lenders and in sufficient copies for each Lender:

       

      (a)           Fourth Amended and Restated
Credit Agreement.  This Agreement duly executed and delivered
by the Parent Guarantors, the Borrower, the Administrative Agent, the
Co-Syndication Agents, the L/C Issuer, each of the other Lenders and by each of
the other parties listed on the signature pages hereof (or, in the case of any
party as to which an executed counterpart shall not have been received, receipt
by the Administrative Agent in form satisfactory to it of a facsimile or other
written confirmation from such party of execution of a counterpart of this
Agreement by such party).

       

      (b)           Closing
Certificates.  A Closing Certificate of each Credit Party,
dated the Effective Date, duly executed on such Credit Party's behalf by a
Responsible Officer and the Secretary or any Assistant Secretary of such Credit
Party, together with:

       

      (i)           original
certificates of existence and good standing, dated not more than 10 days prior
to the Effective Date, from appropriate officials of each Credit Party's
respective state of incorporation or organization and certificates of good
standing
and authority to do business, dated not more than 10 days prior to Effective
Date, from appropriate officials of any and all jurisdictions where each Credit
Party's property or business makes qualification to transact business therein
necessary and where the failure to be so qualified could reasonably be expected
to have a Material Adverse Effect;

       

      (ii)           copies
of Board Resolutions of each Credit Party approving the Loan Documents to which
such Credit Party is a party and authorizing the transactions contemplated
herein and therein, duly adopted at a meeting of, or by the unanimous written
consent of, the Board of Directors of such Credit Party; and

       

      (iii)           a
copy of all Charter Documents of each Credit Party.  The
articles/certificate of incorporation (or equivalent limited liability company
document) of each Credit Party shall be accompanied by an original certificate
issued by the Secretary of the State of incorporation or organization of such
Credit Party, dated not more than 10 days prior to the Effective Date,
certifying that such copy is correct and complete.

       

      (c)           Legal
Opinions.

       

      (i)           An
opinion of Kirkland & Ellis, counsel to the Credit Parties, addressed to the
Administrative Agent and the Lenders, which opinion shall cover such matters
incident to the transactions contemplated herein and in the other Loan Documents
as the Administrative Agent may reasonably request and shall be in form and
substance reasonably satisfactory to the Administrative Agent; and

       

      (ii)           an
opinion of FCC counsel to the Credit Parties addressed to the Administrative
Agent and the Lenders, which opinion shall cover such matters incident to the
transactions contemplated herein and in the other Loan Documents as the
Administrative Agent may reasonably request and shall be in form and substance
reasonably satisfactory to the Administrative Agent.

       

      (d)           Certificates.  A
certificate of each Credit Party executed on such Credit Party's behalf by a
Responsible Officer of such Credit Party, dated as of the Effective Date,
stating that:

       

      (i)           the
representations and warranties of the Parent Guarantors and the Borrower
contained in Article
V and the representations and warranties of the other Credit Parties set
forth in the Loan Documents to which they are a party are true and correct on
and as of such date, as though made on and as of such date (except to the extent
such representations and warranties expressly relate to an earlier date, in
which case such representations and warranties shall be true and correct as of
such earlier date);
provided, however,
that on the Initial Borrowing Date, the Borrower shall not make the
representations set forth in (x) Section 5.11(c)
with respect to clause (i) of the definition of "Material Adverse Effect" and
(y) Section 5.11
(d);

       


      
        
          
             

            


            


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      (ii)           no
Default exists both before and after giving effect to any Borrowing or the
issuance of any Letter of Credit on the Initial Borrowing Date; and

       

      (iii)           after
giving effect to the initial Credit Event under this Agreement, no Nexstar
Entity will have any Indebtedness outstanding except as shall be permitted under
Section 7.05.

       

      (e)           Financial
Statements.  Consolidated audited financial statements of the
Nexstar Entities for Fiscal Year 2004.

       

      (f)           Solvency
Certificate.  The Solvency Certificate.

       

      (g)           Information
Certificate.  The Information Certificate containing
information not otherwise provided in the Security Documents.

       

      (h)           Confirmation
Agreements.  Confirmation Agreements duly executed by a
Responsible Officer of the respective Credit Party, substantially in the form of
Exhibits D-1,
D-2, D-3 and D-4.

       

      (i)           Revolving Reallocation
Letter. A Revolving Reallocation Letter duly executed by the Revolving
Lenders, the Nexstar Entities and the Mission Borrower.

       

      (j)           Other
Documents.  Such other approvals, opinions or documents,
including financing statements, as either Agent or any Lender may reasonably
request.

       

      4.02           Additional Conditions to the
Effective Date.  The occurrence of the Effective Date and the
obligation of the Lenders to make Loans and the L/C Issuer to issue Letters of
Credit on the Initial Borrowing Date are subject to the satisfaction, prior to
or concurrently with the occurrence of the Effective Date and the making of
Loans and the issuance of Letters of Credit on the Initial Borrowing Date of the
other conditions precedent set forth below, each in a manner reasonably
satisfactory to the Administrative Agent and the Lenders:

       

      (a)           Mission Credit
Agreement.  On or prior to the Effective Date, the Mission
Borrower shall have entered into the Mission Credit Agreement and related loan
documents, and shall have utilized the proceeds from same to incur up to
$220,200,000 in Indebtedness to refinance the Indebtedness outstanding under the
Existing Mission Credit Agreement (as defined in the Mission Credit Agreement),
all on a basis which is satisfactory to the Administrative Agent and the
Lenders.

       

      (b)           No
Restraints.  There shall exist no judgment, order, injunction
or other restraint which would prevent or delay the consummation of, or impose
materially adverse conditions upon this Agreement and the other Loan Documents,
the Mission Credit Agreement and related documents or any of the transactions
contemplated in connection with any of the foregoing.

       


      
        
          
             

            


            


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      (c)           Margin
Regulations.  All Loans made under this Agreement shall be in
full compliance with all applicable Requirements of Law, including, without
limitation, Regulations T, U and X of the Federal Reserve Board.

       

      (d)           Fees.  The
Administrative Agent, the L/C Issuer and the other Lenders shall have received
(i) all fees and expenses that are due and payable on or before the
Effective Date pursuant to this Agreement and any other Loan Document and
(ii) an amount equal to the estimated fees and expenses of Winstead
Sechrest & Minick P.C. incurred in connection with the preparation,
examination, negotiation, execution and delivery of this Agreement, the other
Loan Documents and the consummation of the transactions contemplated
herein.

       

      (e)           Intentionally
Deleted.

       

      (f)           Governmental and Third Party
Approvals.  All material Authorizations and third-party
approvals (including, without limitation, all FCC Licenses and consents)
necessary or appropriate in connection with this Agreement or the other Loan
Documents, the Mission Loan Documents, and the other transactions contemplated
herein  and in the other Loan Documents shall have been obtained and
shall be in full force and effect, and all applicable waiting periods shall have
expired without any action being taken or threatened by any competent authority
which would restrain, prevent or otherwise impose materially adverse conditions
on this Agreement, the other Loan Documents, the Mission Loan Documents, or any
of the other transactions contemplated herein or therein.

       

      (g)           All Proceedings
Satisfactory.  All corporate and other proceedings taken prior
to or on the Effective Date in connection with this Agreement, the other Loan
Documents and the transactions contemplated herein and all documents and
evidences incident thereto shall be satisfactory in form and substance to the
Lenders, and the Lenders shall have received such copies thereof and such other
materials (certified, if requested) as they may have reasonably requested in
connection therewith.

       

      Without
limiting the generality of the provisions of Section 9.04, for
purposes of determining compliance with the conditions specified in Section 4.01 and
Section 4.02,
each Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Effective Date specifying its
objection thereto.

       

      4.03           Conditions to All Borrowings
and the Issuance of Any Letters of Credit.  The obligation of
the Lenders to make or convert any Loans agreed to be made by them hereunder and
the obligation of the L/C Issuer to issue, renew or amend any Letter of Credit
(including any initial Loans to be made or Letters of Credit to be issued on the
Initial Borrowing Date) are subject to the satisfaction of the following
conditions precedent on the relevant Borrowing Date or date of issuance of a
Letter of Credit, as applicable.

       


      
        
          
             

            


            


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      (a)           Request for Credit
Extension.  The Administrative Agent (and the L/C Issuer, in
the case of any issuance of a Letter of Credit) shall have received, as
applicable, a Request for Credit Extension.

       

      (b)           Representations and
Warranties.  Each of the representations and warranties made by
the Credit Parties in or pursuant to the Loan Documents shall be true and
correct in all material respects on and as of such Borrowing Date or date of
issuance of a Letter of Credit as if made on and as of such date, both before
and after giving effect to the Credit Event requested to be made on such date
and the proposed use of the proceeds thereof (except to the extent such
representations and warranties expressly refer to an earlier date, in which case
they shall be true and correct as of such earlier date).

       

      (c)           No
Default.  No Default shall exist both before and after giving
effect to the Credit Event requested to be made on such date and the proposed
use of proceeds thereof.

       

      (d)           No Material Adverse
Effect.  On each Borrowing Date other than the Initial
Borrowing Date, no events shall have occurred since the Effective Date which,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

       

      (e)           Pro Forma
Compliance.  The Borrower shall have delivered to the
Administrative Agent a certificate of a Responsible Officer (i) demonstrating in
detail acceptable to the Administrative Agent, pro-forma compliance with both
the Consolidated Total Leverage Ratio and Consolidated Senior Leverage Ratio on
such date of borrowing after giving effect to all proposed borrowings and use of
proceeds on such date (calculated using Consolidated Total Debt and other
outstanding Indebtedness determined on such date of borrowing or extension of
credit after giving effect to all Loans, Borrowings, L/C Credit Extensions and
other borrowings and extensions of credit made and proposed to be made on such
date and the use of proceeds thereof to Consolidated Operating Cash Flow as of
the most recently completed Fiscal Quarter for which a Compliance Certificate
has been delivered) and (ii) certifying that the conditions set forth in Sections 4.03(b),
(c) and (d) are
satisfied.

       

      Each
Request for Credit Extension submitted by the Borrower hereunder and each
certificate of the Borrower delivered in accordance with the terms of Section
4.03(e) above, shall be deemed to constitute a representation and warranty by
the Borrower hereunder, as of the date of each such Request for Credit Extension
and as of the date of the related Borrowing or issuance of a Letter of Credit,
that the conditions set forth in Section 4.03 have
been satisfied.

       

      
        
          
            
               

              


              


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ARTICLE V.

       

      


       

      REPRESENTATIONS AND
WARRANTIES

       

      To induce
the Administrative Agent, the Co-Syndication Agents and the Lenders to enter
into this Agreement and to make the Loans and to issue Letters of Credit, each
Parent Guarantor and the Borrower both as to itself and as to its respective
Subsidiaries hereby makes the

       



      following
representations and warranties to the Administrative Agent, the Co-Syndication
Agents and each Lender:

       

      5.01           Existence; Compliance with
Law.  Each Nexstar Entity (a) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization; (b) has the corporate, limited liability company or partnership
power and authority, legal right and all governmental licenses, Authorizations,
consents and approvals to own (or hold under lease) and operate its property or
assets and conduct the business in which it is currently engaged except, with
respect only to such legal right and governmental licenses, Authorizations,
consents and approvals, where the failure to possess any such legal right or
governmental license, Authorization, consent or approvals could not reasonably
be expected to have a Material Adverse Effect; (c) has the corporate, limited
liability company or partnership power and authority, legal right and all
governmental licenses, Authorizations, consents and approvals to execute,
deliver, and perform its obligations under the Loan Documents to which it is a
party; (d) is duly qualified to do business as a foreign entity, and licensed
and in good standing, under the laws of each jurisdiction where its ownership,
lease or operation of property or the nature or conduct of its business requires
such qualification or license, except where the failure so to qualify could not
reasonably be expected to have a Material Adverse Effect; and (e) is in
compliance, in all material respects, with all Requirements of Law.

       

      5.02           Corporate, Limited Liability
Company or Partnership Authorization; No Contravention.  The
execution, delivery and performance by each Nexstar Entity of this Agreement and
any other Loan Document to which such Nexstar Entity is a party have been duly
authorized by all necessary corporate, limited liability company or partnership
action, as the case may be, of such Nexstar Entity and do not and will not: (a)
contravene any terms of the Charter Documents of such Nexstar Entity, (b)
conflict with or result in any breach or contravention of, constitute (alone or
with notice or lapse of time or both) a default under or give rise to any right
to accelerate any material Contractual Obligation of any Nexstar Entity and will
not result in, or require, the creation of any Lien on any of their respective
properties or any revenues, income or profits therefrom, whether now owned or
hereafter acquired pursuant to any Requirement of Law or Contractual Obligation
(other than pursuant to the Security Documents) to which such Nexstar Entity is
a party or any order, injunction, writ or decree of any Governmental Authority
to which such Nexstar Entity or its property is subject; or (c) violate any
Requirement of Law.  On or prior to the Second Amendment Effective
Date, the Borrower has delivered copies of all Charter Documents for each Credit
Party, as each such Charter Document is in effect on the Second Amendment
Effective Date to the Administrative Agent, including all schedules, exhibits,
annexes and other documents and instruments related thereto or in connection
therewith.

       

      5.03           Governmental
Authorization.  No approval, consent, exemption, Authorization,
or other action by, or in respect of, or notice to, or filing with (or approvals
required under state blue sky securities laws) any Governmental Authority or any
other Person is necessary or required in connection with the Borrowings to be
made hereunder or with the execution, delivery or performance by, or enforcement
against, any Nexstar Entity of this Agreement or any other Loan Document, except
that (i) certain of the Loan Documents may have to be filed with the FCC
after the Effective Date and (ii) the prior approval of the FCC may be
required for the Lenders to exercise certain of their rights with respect to the
Stations.

       


      
        
          
             

            


            


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      5.04           Binding
Effect.  This Agreement and each other Loan Document to which
any Nexstar Entity is a party constitutes the legal, valid and binding
obligation of such Nexstar Entity to the extent such Nexstar Entity is a party
thereto, enforceable against such Nexstar Entity in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency, or
similar laws affecting the enforcement of creditors' rights generally or by
equitable principles of general applicability.

       

      5.05           Litigation.  There
are no actions, suits, proceedings, claims or disputes pending, or to the best
knowledge of each Nexstar Entity, threatened at law, in equity, in arbitration
or before any Governmental Authority, against any Nexstar Entity or any of their
respective properties or assets which: (a) purport to affect or pertain to this
Agreement or any other Loan Document, or any of the transactions contemplated
hereby or thereby; or (b) as to which there is a reasonable possibility of an
adverse determination, that if adversely determined, could, individually or in
the aggregate, reasonably be expected to have a Material Adverse
Effect.  No injunction, writ, temporary restraining order or any order
of any nature has been issued by any court or other Governmental Authority
purporting to enjoin or restrain the execution, delivery or performance of this
Agreement or any other Loan Document, or directing that any transaction provided
for herein or therein not be consummated as herein or therein
provided.

       

      5.06           No
Default.  No Default exists or will result from the incurring
of any Obligations by any Nexstar Entity.  No Nexstar Entity is in
default under or with respect to any Contractual Obligation in any respect
which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

       

      5.07           ERISA
Compliance.  Except as set forth on Schedule 5.07,

       

      (a)           Each
Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Code and other federal or state law.  Each Plan which is
intended to qualify under Section 401(a) of the Code (i) has received
a favorable determination letter from the Internal Revenue Service or
(ii) has been recently established and has not received such a
determination letter and such Plan complies with the requirements of
Section 401(a) of the Code; and to the best knowledge of each Nexstar
Entity nothing has occurred which would cause the loss of such qualification or
the revocation of such determination letter.

       

      (b)           There
are no pending or, to the best knowledge of each Nexstar Entity, threatened
claims, actions or lawsuits, or action by any Governmental Authority, with
respect to any Plan which has resulted, or could reasonably be expected to
result, in a Material Adverse Effect.  There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to
any Plan which has resulted, or could reasonably be expected to result, in a
Material Adverse Effect.

       

      (c)           No
ERISA Event has occurred or is reasonably expected to occur with respect to any
Pension Plan or Multiemployer Plan.

       

      (d)           As
of the date hereof, no Pension Plan has an Unfunded Pension
Liability.

       


      
        
          
             

            


            


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      (e)           No
Nexstar Entity and no ERISA Affiliate has incurred, nor reasonably expects to
incur, any material liability under Title IV of ERISA with respect to any
Pension Plan.

       

      (f)           No
Nexstar Entity and no ERISA Affiliate has incurred nor reasonably expects to
incur any material liability (and no event has occurred which, with the giving
of notice under Section 4219 of ERISA, would result in such material
liability) under Section 4201 or 4243 of ERISA with respect to a
Multiemployer Plan.

       

      (g)           No
Nexstar Entity and no ERISA Affiliate has transferred any Unfunded Pension
Liability to any Person or otherwise engaged in a transaction that could be
subject to Section 4069 or 4212(c) of ERISA.

       

      5.08           Use of Proceeds; Margin
Regulations.  No Nexstar Entity is engaged principally, or as
one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying Margin Stock.  No part of the
proceeds of any Loan have been or will be used by any Nexstar Entity, whether
directly or indirectly, and whether immediately, incidentally or ultimately,
(i) to purchase or carry Margin Stock or to extend credit to others for the
purpose of purchasing or carrying Margin Stock or to refund indebtedness
originally incurred for such purpose, or (ii) for any purpose that entails
a violation of, or that is inconsistent with, the provisions of the regulations
of the Federal Reserve Board including Regulations U and X.  If
requested by any Lender or the Administrative Agent, each Credit Party will
furnish to the Administrative Agent and each Lender a statement to the foregoing
effect in conformity with the requirements of FR Form U-1 referred to in said
Regulation U.

       

      5.09           Ownership of Property;
Intellectual Property.

       

      (a)           Each
Nexstar Entity has good record and indefeasible title in fee simple to, or a
valid leasehold interest in, all its Real Property, and good title to, a valid
leasehold interest in, or a valid right to use, all its other property and
assets which are material to the operations of its businesses, in each case
subject only to Permitted Liens.  All Mortgaged Properties of the
Credit Parties as of December 15, 2009 are listed on Schedule 5.09
(except the two properties listed on such schedule asterisked as not to be
mortgaged).  The list of real properties owned and leased on Schedule 5.09 is a
true, accurate and complete listing of all real property of the Credit Parties
owned and/or leased by any Credit Party on the Second Amendment Effective
Date.  The list of repeaters, towers, transmitters and translators on
Schedule 6.17(a)
is a true, accurate and complete list of all repeaters, towers, transmitters and
translators (other than any such equipment located on a motor vehicle which will
be subject to a Lien and security interest pursuant to Section 6.17(b))
owned and/or leased by any Credit Party on the Second Amendment Effective
Date.

       

      (b)           (i)           Each
Nexstar Entity has complied with all obligations under all leases to which it is
a party and all such leases are in full force and effect and (ii) each
Nexstar Entity enjoys peaceful and undisturbed possession under all such leases
under which it is a tenant, in each case except where the failure to comply or
to enjoy such possession,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

       

      (c)           As
of the date of this Agreement, (i) no Nexstar Entity has received any
notice of, nor has any knowledge of, any pending or contemplated condemnation
proceeding affecting any Real Property owned by such Nexstar Entity or any sale
or disposition thereof in lieu of condemnation and (ii) no Nexstar Entity
is obligated under any right of first refusal, option or other contractual right
to sell, assign or otherwise dispose of any of its Real Property or any interest
therein.

       

      (d)           Each
Nexstar Entity owns, or otherwise has the right to use, all trademarks,
tradenames, copyrights, technology, know-how and processes ("Intellectual
Property") necessary for the conduct of its business as currently
conducted except for those which the failure to own or have the right to use,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.  Except for such claims that, individually or
in the aggregate, could not reasonably be expected to have a Material Adverse
Effect, no claim has been asserted and is pending by any Person challenging or
questioning the use of any such Intellectual Property or the validity or
effectiveness of any such Intellectual Property, nor does any Nexstar Entity
know of any valid basis for any such claim.  Except for such
infringements that, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect, to the knowledge of each Nexstar
Entity, the use of such Intellectual Property by such Nexstar Entity does not
infringe on the rights of any Person.

       

      5.10           Taxes.  Each
Nexstar Entity has filed all federal and other material tax returns and reports
required to be filed and paid the tax thereon shown to be due, and has paid all
federal and other material taxes, assessments, fees and other governmental
charges levied or imposed upon them or their properties, income or assets
otherwise due and payable, except those which are being contested in good faith
by appropriate proceedings and for which adequate reserves have been provided in
accordance with GAAP.  There is no proposed tax assessment against any
Nexstar Entity which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

       

      5.11           Financial
Statements.

       

      (a)           The
Audited Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; (ii) fairly present the financial condition of the
Nexstar Entities as of the date thereof and their results of operations for the
period covered thereby in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein; and
(iii) show all material indebtedness and other liabilities, direct or
contingent, of the Nexstar Entities as of the date thereof, including
liabilities for taxes, material commitments and Indebtedness, in each case to
the extent required by GAAP (so applied) to be shown therein.

       


      
        
          
             

            


            


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      (b)           The
unaudited consolidated balance sheet of the Nexstar Entities, if any, most
recently delivered to the Administrative Agent pursuant to Section 6.01(b), and
the related consolidated statements of income or operations, shareholders'
equity and cash flows for the Fiscal Quarter ended on the date of such balance
sheet (i) were prepared in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein, and
(ii) fairly present the financial condition of the Nexstar Entities as of the
date thereof and their results of operations for the period covered thereby,
subject, in the case of clauses (i) and (ii), to the absence of footnotes and to
normal year-end audit adjustments.

       

      (c)           Since
the date of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or could
reasonably be expected to have a Material Adverse Effect.

       

      (d)           Since
the date of the Audited Financial Statements, no Internal Control Event has
occurred that has had or could reasonably be expected to have a Material Adverse
Effect.

       

      5.12           Securities Law, etc.;
Compliance.  All transactions contemplated by this Agreement
and the other Loan Documents comply in all material respects with
(a) Regulations T, U and X of the Federal Reserve Board and
(b) all other Applicable Laws and any rules and regulations thereunder,
except where the failure to comply, in the case of this clause (b), could not
reasonably be expected to have a Material Adverse Effect.

       

      5.13           Governmental
Regulation.  No Nexstar Entity is an "investment company"
within the meaning of the Investment Company Act of 1940 or a "holding company,"
or a "subsidiary company" of a "holding company," or an "affiliate" of a
"holding company" or of a "subsidiary company" of a "holding company," within
the meaning of the Public Utility Holding Company Act of 1935.  No
Nexstar Entity is subject to regulation under any other federal or state statute
or regulation which limits its ability to incur Indebtedness or Guaranty
Obligations under this Agreement or any other Loan Document.

       

      5.14           Accuracy of
Information.  All factual information (excluding, in any event,
financial projections) heretofore or contemporaneously herewith furnished by or
on behalf of any Nexstar Entity in writing to the Administrative Agent or any
Lender for purposes of or in connection with this Agreement or any transaction
contemplated hereby, and all other such factual information hereafter furnished
by or on behalf of any Nexstar Entity to the Administrative Agent or any Lender
will be, true and accurate in every material respect on the date as of which
such information is dated or certified and not incomplete by omitting to state
any material fact necessary to make such information, in the light of the
circumstances existing at the time such information was delivered, not
misleading.

       

      5.15           Environmental
Laws.  The Nexstar Entities and their respective Subsidiaries
conduct in the ordinary course of business a review of the effect of existing
Environmental Laws and claims alleging potential liability or responsibility for
violation of any Environmental Law on their respective businesses, operations
and properties, and as a result thereof the Borrower has reasonably
concluded that such Environmental Laws and claims could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse
Effect.

       

      5.16           Environmental
Compliance.

       

      (a)           With
respect to properties currently owned or operated by any Nexstar Entity or any
of their Subsidiaries, or to the knowledge of the Nexstar Entities, any property
formerly owned or operated by any Nexstar Entity or any of its
Subsidiaries:

       

      (i)           no
such property is listed or proposed for listing on the NPL or on the CERCLIS or
any analogous foreign, state or local list or is adjacent to any such
property,

       

      (ii)           to
the knowledge of the Nexstar Entities, (A) there are no and never have been
any underground or above-ground storage tanks or any surface impoundments,
septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or
have been treated, stored or disposed on any property currently owned or
operated by any Nexstar Entity or any of its Subsidiaries or on any property
owned by any other Credit Party or formerly owned or operated by any Credit
Party and (B) there is no asbestos or asbestos-containing material on any
property currently owned or operated by any Credit Party or any of its
Subsidiaries; and

       

      (iii)           Hazardous
Materials have not been released, discharged or disposed of on any property
currently or formerly owned or operated by any Credit Party or any of its
Subsidiaries in excess of the applicable legal limit,

       

      in each
case above, other than such matters which, individually or in the aggregate,
could not reasonably be expected to result in a liability to the Credit Parties
taken as a whole, in an amount greater than $500,000 during the term of this
Agreement.

       

      (b)           Neither
any Nexstar Entity nor any of its Subsidiaries is undertaking, and has not
completed, either individually or together with other potentially responsible
parties, any investigation or assessment or remedial or response action relating
to any actual or threatened release, discharge or disposal of Hazardous
Materials at any site, location or operation, either voluntarily or pursuant to
the order of any Governmental Authority or the requirements of any Environmental
Law; and all Hazardous Materials generated, used, treated, handled or stored at,
or transported to or from, any property currently or formerly owned or operated
by any Nexstar Entity or any of its Subsidiaries have been disposed of in a
manner not reasonably expected to result in material liability to any Nexstar
Entity or any of its Subsidiaries, in each case above, other than such matters
which, individually or in the aggregate, could not reasonably be expected to
result in a liability to the Credit Parties taken as a whole, in an amount
greater than $500,000 during the term of this Agreement.

       

      5.17           FCC
Licenses.

       


      
        
          
             

            


            


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      (a)           Each
Nexstar Entity holds such validly issued FCC licenses and Authorizations as are
necessary to operate their respective Stations as they are currently operated
(collectively, the "FCC Licenses"), and
each such FCC License is in full force and effect (it being recognized that, as
indicated on Schedules
5.16 and 5.17(c), certain
Stations are operating pursuant to Special Temporary Authority).  The
Stations of each Credit Party and the FCC Licenses and FCC licenses and
Authorizations of each Credit Party as of the Second Amendment Effective Date
are listed on Schedule
5.16, and each of such FCC Licenses has the expiration date indicated on
Schedule
5.16.

       

      (b)           No
Nexstar Entity has knowledge of any condition imposed by the FCC as part of any
FCC License which is neither set forth on the face thereof as issued by the FCC
nor contained in the rules and regulations of the FCC applicable generally to
stations of the type, nature, class or location of the Station in
question.  Except as otherwise set forth on Schedules 5.16 and
5.17(c), each
Station has been and is being operated in all material respects in accordance
with the terms and conditions of the FCC Licenses applicable to it and the rules
and regulations of the FCC and the Communications Act of 1934, as amended (the
"Communications
Act").

       

      (c)           Except
as otherwise set forth on Schedule 5.16 and
Schedule
5.17(c), no proceedings are pending or are threatened which may result in
the revocation, modification, non-renewal or suspension of any of the FCC
Licenses, the denial of any pending applications, the issuance of any cease and
desist order or the imposition of any fines, forfeitures or other administrative
actions by the FCC with respect to any Station or its operation, other than any
matters which, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect and proceedings affecting the
television broadcasting industry in general.

       

      (d)           All
reports, applications and other documents required to be filed by the Nexstar
Entities with the FCC with respect to the Stations have been timely filed, and
all such reports, applications and documents are true, correct and complete in
all respects, except where the failure to make such timely filing or any
inaccuracy therein could not reasonably be expected to have a Material Adverse
Effect, and except as otherwise set forth on Schedules 5.16 and
5.17(c), no
Nexstar Entity has knowledge of any matters which could reasonably be expected
to result in the suspension or revocation of or the refusal to renew any of the
FCC Licenses or the imposition on any Nexstar Entity of any material fines or
forfeitures by the FCC, or which could reasonably be expected to result in the
revocation, rescission, reversal or modification of any Station's authorization
to operate as currently authorized under the Communications Act and the
policies, rules and regulations of the FCC.

       

      (e)           There
are no unsatisfied or otherwise outstanding citations issued by the FCC with
respect to any Station or its operations.  The Borrower has delivered
to the Lenders true and complete copies of all FCC Licenses (including any and
all amendments and other modifications thereto) and all pending applications
relating thereto.

       


      
        
          
             

            


            


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      (f)           Non-U.S.
voting interests held, directly or indirectly, by entities other than ABRY L.P.
II and ABRY L.P. III are less than 25 percent of the Ultimate Parent's total
voting interests and the total equity of the Ultimate Parent held by non-U.S.
citizens, directly or indirectly, by entities other than ABRY L.P. II and ABRY
L.P. III is less than 10.3 percent of the Ultimate Parent's total
equity.

       

      5.18           Subsidiaries.  No
Nexstar Entity has any Subsidiaries except, on the Second Amendment Effective
Date, those Subsidiaries which are identified in Schedule 5.17.

       

      5.19           Solvency.  As
of the date on which this representation and warranty is made or deemed made,
each Nexstar Entity is Solvent on a consolidated and consolidating basis, both
before and after giving effect to any transaction with respect to which this
representation and warranty is being made and to the incurrence of all
Indebtedness, Guarantee Obligations and other obligations incurred on such date
in connection herewith and therewith.

       

      5.20           Labor
Controversies.  There are no labor controversies pending or, to
the best knowledge of each Nexstar Entity, threatened against any Nexstar Entity
which could reasonably be expected to have a Material Adverse
Effect.

       

      5.21           Security
Documents.

       

      (a)           The
Pledge and Security Agreement is effective to create in favor of the Collateral
Agent or the Administrative Agent, for the benefit of the Lenders, a legal,
valid and enforceable security interest in the Pledged Collateral and the Lien
granted pursuant to the Pledge and Security Agreement constitutes a fully
perfected first priority Lien on, and security interest in, all right, title and
interest of the pledgor or pledgors thereunder in such Pledged Collateral and
the proceeds thereof, in each case prior and superior in right to any other
Person.

       

      (b)           The
Security Agreement is effective to create in favor of the Collateral Agent or
the Administrative Agent, for the benefit of the Lenders, a legal, valid and
enforceable security interest in the Security Agreement Collateral and proceeds
thereof and the Lien granted pursuant to the Security Agreement constitutes a
fully perfected Lien on, and security interest in, all right, title and interest
of the grantor or grantors thereunder in such Collateral and the proceeds
thereof, in each case prior and superior in right to any other Person, other
than with respect to the rights of Persons pursuant to Permitted
Liens.

       

      5.22           Network Affiliation
Agreements.  Set forth on Schedule 5.21 hereto
is a list, as of the Second Amendment Effective Date, of each effective Network
Affiliation Agreement and the expiration date therefor.

       

      5.23           Condition of
Stations.  All of the material properties, equipment and
systems of each Nexstar Entity and the Stations are, and all material
properties, equipment and systems to be added in connection with any
contemplated Station expansion or construction will be, in condition which is
sufficient for the operation thereof in accordance with past practice of the
Station in question and are and will be in compliance with all applicable
standards, rules or requirements
imposed by (a) any governmental agency or authority including without limitation
the FCC and (b) any FCC License, in each case except where such noncompliance
could not reasonably be expected to have a Material Adverse Effect.

       

      5.24           Special Purpose
Entities.  The Parent Guarantors engage in no business
activities (other than as contemplated by this Agreement), and have (a) no
significant assets other than debt and equity securities of their respective
Subsidiaries or (b) liabilities other than (i) those liabilities permitted
under this Agreement and the other Loan Documents to which they are each
respectively a party, (ii) the Nexstar Guaranty of Mission Obligations, and
(iii) liabilities for the payment of taxes.

       

      5.25           Information
Certificate.  As of the Second Amendment Effective Date, the
information contained in the most recently delivered Information Certificate is
true, accurate and complete in all respects, and thereafter the Information
Certificate, together with all other such information hereafter furnished by or
on behalf of any Nexstar Entity to the Administrative Agent reflecting any
changes or additions to the Information Certificate, shall be true, accurate and
complete in all respects.

       

      5.26           Maintenance of
Insurance.  Each Nexstar Entity maintains with financially
sound and reputable insurance companies not Affiliates of the Borrower,
insurance with respect to its properties and business against loss or damage of
the kinds customarily insured against by Persons engaged in the same or similar
business, of such types and in such amounts as are customarily carried under
similar circumstances by such other Persons.

       

      5.27           Security
Documents.  The provisions of the Security Documents are
effective to create in favor of the Administrative Agent for the benefit of the
Secured Parties a legal, valid and enforceable first priority Lien (subject to
Permitted Liens) on all right, title and interest of the respective Nexstar
Entities in the Collateral described therein.  Except for filings
completed prior to the Second Amendment Effective Date and as contemplated
hereby and by the Security Documents, no filing or other action will be
necessary to perfect or protect such Liens.

       

      5.28           Nexstar/Mission
Agreements.  All Nexstar/Mission Agreements in effect on the
Second Amendment Effective Date are listed on Schedule 1.01(A), and
full and complete copies thereof have been delivered to the Administrative Agent
together with all exhibits, schedules, annexes and other documents related
thereto or executed in connection therewith.

       

      
        
          
            
               

              


              


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ARTICLE VI.

       

      AFFIRMATIVE
COVENANTS

       

      The
Borrower and each Parent Guarantor agrees with the Administrative Agent, the
Co-Syndication Agents and each Lender that, until all Commitments, Letters of
Credit, Mission Commitments and Mission Letters of Credit have terminated and
all Obligations and Mission Obligations (other than indemnities for which no
request for payment has been made) have been paid and performed in
full:

       

      6.01           Financial
Statements.  The Borrower shall deliver to the Administrative
Agent, in form and detail satisfactory to the Administrative Agent and the
Majority Lenders, and with sufficient copies for each Lender:

       

      (a)           as
soon as available, but not later than 90 days after the end of each Fiscal
Year,

       

      (i)           a
copy of the audited consolidated balance sheet of the Ultimate Parent and its
consolidated Subsidiaries as at the end of such Fiscal Year and the related
consolidated statements of income or operations, shareholders' or members'
equity and cash flows for such Fiscal Year, setting forth in comparative form
the figures for the previous Fiscal Year, and accompanied by (A) a report and
opinion of PricewaterhouseCoopers LLP or another Registered Public Accounting
Firm of nationally recognized standing reasonably acceptable to the Majority
Lenders, which report and opinion shall be prepared in accordance with generally
accepted auditing standards and applicable Securities Laws and shall not be
subject to any "going concern" or like qualification or exception or any
qualification or exception as to the scope of such audit and (B) an attestation
report of PricewaterhouseCoopers LLP or such other Registered Public Accounting
Firm as to the Ultimate Parent’s internal controls pursuant to Section 404 of
Sarbanes-Oxley showing no Internal Control Event or Events, that, in the
aggregate (1) could reasonably be expected to have a Material Adverse
Effect, or (2) could reasonably be expected to permit the occurrence of a
Material Adverse Effect if left unremedied;

       

      (ii)           a
copy of the audited consolidated balance sheet of the Borrower and its
consolidated Subsidiaries as at the end of such Fiscal Year and the related
consolidated statements of income or operations, shareholders' or members'
equity and cash flows for such Fiscal Year, setting forth in comparative form
the figures for the previous Fiscal Year, and accompanied by a report and
opinion of PricewaterhouseCoopers LLP or another Registered Public Accounting
Firm of nationally recognized standing reasonably acceptable to the Majority
Lenders, which report and opinion shall be prepared in accordance with generally
accepted auditing standards and applicable Securities Laws and shall not be
subject to any "going concern" or like qualification or exception or any
qualification or exception as to the scope of such audit; and

       

      (iii)           a
copy of the annual budget for the Borrower and its Subsidiaries for the next
Fiscal Year in form and detail acceptable to the Administrative
Agent.

       

      (b)           as
soon as available, but not later than 45 days after the end of each of the first
three Fiscal Quarters of each Fiscal Year, a copy of the unaudited consolidated
balance sheet of the Ultimate Parent and its consolidated Subsidiaries and of
the Borrower and its consolidated Subsidiaries as of the end of such Fiscal
Quarter and the related consolidated statements of income or operations,
shareholders' or members' equity and cash flows for the period commencing on the
first day and ending on the last day of such
Fiscal Quarter, and certified (in a certificate of the Ultimate Parent or the
Borrower, as the case may be, executed on behalf of such Nexstar Entity by a
Responsible Officer) as being complete and correct and fairly presenting in all
material respects, in accordance with GAAP (except for the absence of footnotes
and subject to normal year-end adjustments), the financial position and the
results of operations of the Ultimate Parent and its consolidated Subsidiaries
and of the Borrower and its consolidated Subsidiaries, respectively;
and

       

      (c)           as
soon as available, but not later than 30 days after the end of each month, a
copy of the unaudited consolidated balance sheet of the Ultimate Parent and its
consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries as
of the end of such month and the related statements of income, shareholders' or
members' equity and cash flows for the period commencing on the first day and
ending on the last day of such month, and certified (in a certificate of the
Ultimate Parent or the Borrower, as the case may be, executed on behalf of such
Nexstar Entity by a Responsible Officer) as being complete and correct and
fairly presenting in all material respects, in accordance with GAAP (except for
the absence of footnotes and subject to normal year-end adjustments), the
financial position and the results of operations of the Ultimate Parent and its
consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries,
respectively.

       

      6.02           Certificates; Other
Information.  The Borrower shall furnish to the Administrative
Agent, with sufficient copies for each Lender:

       

      (a)           concurrently
with the delivery of the financial statements referred to in Sections 6.01(a)
and (b), a
Compliance Certificate of the Ultimate Parent and the Borrower;

       

      (b)           promptly
after the same are sent, copies of all financial statements and reports which
any Nexstar Entity sends to its shareholders, partners or members; and promptly
after the same are filed, copies of all financial statements and regular,
periodical or special reports which any Nexstar Entity may make to, or file
with, the SEC, other than filings on Form 11-K and S-8;

       

      (c)           promptly,
such additional business, financial and other information with respect to the
Ultimate Parent, the Borrower or any of their respective Subsidiaries or Credit
Parties as the Administrative Agent, at the request of any Lender, may from time
to time reasonably request;

       

      (d)           promptly
after the furnishing thereof, copies of any statement or report furnished to any
holder of debt securities of any Nexstar Entity pursuant to the terms of any
indenture, loan or credit or similar agreement and not otherwise required to be
furnished to the Lenders pursuant to Section 6.01 or any
other clause of this Section
6.02;

       

      (e)           promptly,
and in any event within two Business Days after receipt thereof by any Nexstar
Entity, copies of each notice or other correspondence received from the SEC (or
comparable agency in any applicable non-U.S. jurisdiction) concerning any
investigation
or possible investigation or other inquiry by such agency regarding financial or
other operational results of any Nexstar Entity; and

       

      (f)           promptly
upon receipt thereof, notice of any change in, or change regarding, the credit
ratings of any Nexstar Entity by Moody's or S & P.

       

      Documents
required to be delivered pursuant to Section 6.01(a) or
(b) or Section 6.02(b) (to
the extent any such documents are included in materials otherwise filed with the
SEC) may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the date (i) on which the Ultimate Parent or the Borrower
posts such documents, or provides a link thereto on the Ultimate Parent's or
Borrower's website on the Internet at the website address listed on Schedule 10.02; or
(ii) on which such documents are posted on the Ultimate Parent's or Borrower's
behalf on an Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided that, the
Borrower shall notify the Administrative Agent (by telecopier or electronic
mail) of the posting of any such documents and provide to the Administrative
Agent by electronic mail electronic versions (i.e., soft copies) of
such documents.  Notwithstanding anything contained herein, in every
instance the Borrower shall be required to provide paper copies of the
Compliance Certificates required by Section 6.02(a)
to the Administrative Agent.  Except for such Compliance Certificates,
the Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Borrower with any such request
for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.

       

      The
Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint
Lead Arrangers will make available to the Lenders and the L/C Issuer materials
and/or information provided by or on behalf of the Ultimate Parent or Borrower
hereunder (collectively, "Borrower Materials")
by posting the Borrower Materials on IntraLinks or another similar electronic
system (the "Platform") and (b)
certain of the Lenders may be "public-side" Lenders (i.e., Lenders that do not
wish to receive material non-public information with respect to the Borrower or
its securities) (each, a "Public
Lender").  The Borrower and Ultimate Parent hereby agree that
(w) all Borrower Materials that are to be made available to Public Lenders shall
be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean
that the word "PUBLIC" shall appear prominently on the first page thereof; (x)
by marking Borrower Materials "PUBLIC," the Borrower and the Ultimate Parent
shall be deemed to have authorized the Administrative Agent, the Joint Lead
Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as
not containing any material non-public information with respect to the Ultimate
Parent, the Borrower or their securities for purposes of United States Federal
and state securities laws (provided, however,
that to the extent such Borrower Materials constitute Information, they shall be
treated as set forth in Section 10.07); (y)
all Borrower Materials marked "PUBLIC" are permitted to be made available
through a portion of the Platform designated "Public Investor;" and (z) the
Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any
Borrower Materials that are not marked "PUBLIC" as being suitable only for
posting on a portion of the Platform not designated "Public
Investor."  Notwithstanding the
foregoing, the Borrower shall be under no obligation to mark any Borrower
Materials "PUBLIC."

       

      
        
          
            
               

              


              


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      6.03           Notices.  The
Borrower shall, upon any Responsible Officer of any Nexstar Entity obtaining
knowledge thereof, give notice (accompanied by a reasonably detailed explanation
with respect thereto) to the Administrative Agent, the L/C Issuer and each
Lender:

       

      (a)           promptly
of the occurrence of any Default;

       

      (b)           promptly
of any matter (i) that has resulted in a Material Adverse Effect or promptly
after the assertion or occurrence thereof, notice of any action or proceeding
against or of any noncompliance by any Credit Party or any of their Subsidiaries
with any Environmental Law (ii) that could (A) reasonably be expected to
have a Material Adverse Effect or (B) cause any property described in the
Mortgages to be subject to any restrictions on ownership, occupancy, use or
transferability under any Environmental Law;

       

      (c)           promptly
of any litigation, arbitration, or governmental investigation or proceeding not
previously disclosed by the Borrower to the Lenders which has been instituted
or, to the knowledge of any Nexstar Entity, is threatened against any Credit
Party or to which any of their respective properties is subject (i) which
could reasonably be expected to have a Material Adverse Effect or
(ii) which relates to this Agreement, any other Loan Document or any of the
transactions contemplated hereby;

       

      (d)           promptly
of any development which shall occur in any litigation, arbitration, or
governmental investigation or proceeding previously disclosed by any Nexstar
Entity to the Lenders regarding any Credit Party which could reasonably be
expected to have a Material Adverse Effect;

       

      (e)           promptly
of any of the following events affecting any Credit Party or any ERISA Affiliate
(but in no event more than ten days after such event), together with a copy of
any notice with respect to such event that may be required to be filed with a
Governmental Authority and any notice delivered by a Governmental Authority to
any Nexstar Entity or any ERISA Affiliate with respect to such
event:

       

      (i)           an
ERISA Event; or

       

      (ii)           any
of the representations and warranties in Section 5.07
ceasing to be true and correct;

       

      (f)           promptly
of any material change in accounting policies or financial reporting practices
by any Nexstar Entity;

       

      (g)           (i)
promptly notify the Agents and (ii) within 30 Business Days notify the Lenders
of the occurrence of any of the following events numbered (1) through (3) below;
provided
however, to the extent not previously disclosed to the Lenders, the Borrower
shall notify the Agents and the Lenders of the occurrence of any of the
following
events numbered (1) through (3) below not less than two Business Days (or such
lesser notice prior to public disclosure as is reasonable under the
circumstances) prior to (A) the public announcement thereof by a representative
of the Borrower, (B) the filing with the SEC or any other Governmental Authority
of any report or communication related thereto or (C) the submission of a
Request for Credit Extension:

       

      (1)           any
Internal Control Event (I) which is required to be publicly disclosed of which a
Responsible Officer (other than a Responsible Officer committing the fraud
constituting such Internal Control Event) has knowledge, (II) which the Borrower
intends to disclose or (III) which has otherwise become known to the public
(other than an Internal Control Event concerning allegations of fraud that
involve an amount less than $250,000),

       

      (2)           any
Internal Control Event of which a Responsible Officer (other than a Responsible
Officer committing the fraud constituting such Internal Control Event) has
knowledge which could reasonably be expected to have a Material Adverse Effect,
or

       

      (3)           any
Internal Control Event of which a Responsible Officer (other than a Responsible
Officer committing the fraud constituting such Internal Control Event) has
knowledge which includes a fraud allegation that could reasonably be expected to
involve an amount in excess of $5,000,000; or

       

      (h)           as
soon as available, but in any event within 90 days after the end of each Fiscal
Year a report supplementing Schedule 5.09,
Schedule
6.17(a) and Schedule 6.17(b),
including an identification of all owned and leased real property disposed of by
any Credit Party or any Subsidiary thereof during such fiscal year, a list and
description (including the street address, county or other relevant
jurisdiction, state, record owner, and, in the case of leases of property,
lessee and expiration date) of all real property acquired or leased during such
fiscal year, all towers, transmitters, translators and repeaters, all accounts
and such other changes in any Collateral, and a description of such other
changes in the information included in such Schedules as may be necessary for
such Schedules to be accurate and complete in all material respects as of the
end of such Fiscal Year, such report to be signed on the Borrower's behalf by a
Responsible Officer of the Borrower and to be in a form reasonably satisfactory
to the Administrative Agent.

       

      6.04           FCC
Information.  As soon as possible and in any event within five
days after the receipt by any Nexstar Entity from the FCC or any other
Governmental Authority or filing or receipt thereof by any Nexstar Entity,
provide to the Lenders (a) any citation, notice of violation or order to show
cause issued by the FCC or any Governmental Authority with respect to any
Nexstar Entity which is available to any Nexstar Entity, in each case which
could reasonably be expected to have a Material Adverse Effect and (b) if
applicable, a copy of any notice or application by any Nexstar Entity requesting
authority to or notifying the FCC of its intent to cease broadcasting on any
broadcast station for any period in excess of ten days.

       


      
        
          
             

            


            


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      6.05           FCC Licenses and Regulatory
Compliance.  The Parent Guarantors and the Borrower shall, and
shall cause each of their respective Subsidiaries to, comply in all material
respects with all terms and conditions of all FCC Licenses covering the
Stations, all Federal, state and local laws, all rules, regulations and
administrative orders of the FCC and all state and local commissions or
authorities which are applicable to the Parent Guarantors, the Borrower and/or
their respective Subsidiaries or any Credit Party or the operation of the
Stations of any Nexstar Entity or other Credit Party.

       

      6.06           License
Lapse.  As soon as possible and in any event within five days
after the receipt thereof by any Nexstar Entity, the Borrower will give the
Lenders notice of any lapse, termination or relinquishment of any material
License, permit or other Authorization from the FCC or other Governmental
Authority held by any Nexstar Entity or any failure of the FCC or other
Governmental Authority to renew or extend any such License, permit or other
Authorization for the usual period thereof and of any complaint or other matter
filed with or communicated to the FCC or other Governmental Authority, of which
any Nexstar Entity has knowledge and in any such case which could reasonably be
expected to have a Material Adverse Effect.

       

      6.07           Maintenance of Corporate,
Limited Liability Company or Partnership Existence, etc.  The
Parent Guarantors and the Borrower shall, and shall cause each of their
respective Subsidiaries to, cause to be done at all times all things necessary
to maintain and preserve the corporate, limited liability company or partnership
existence, as the case may be, of each Nexstar Entity except to the extent
otherwise permitted pursuant to Section 7.04.  The
Ultimate Parent will continue to own and hold directly all of the outstanding
shares of Capital Stock of Nexstar Finance Holdings, and each of the Nexstar
Entities other than the Ultimate Parent will continue to own and hold directly
all of the outstanding shares of Capital Stock of their respective Subsidiaries,
in each case as set forth on Schedule 5.17, except
as otherwise permitted pursuant to Section 7.04.

       

      6.08           Foreign Qualification,
etc.  The Parent Guarantors and the Borrower will, and will
cause each of their respective Subsidiaries and each other Nexstar Entity to,
cause to be done at all times all things necessary to maintain and preserve the
rights and franchises of the Parent Guarantors, the Borrower and their
respective Subsidiaries or other Nexstar Entity to be duly qualified to do
business and be in good standing as a foreign corporation in each jurisdiction
where the nature of its business makes such qualification necessary and where
the failure to maintain and preserve or so qualify could reasonably be expected
to have a Material Adverse Effect.

       

      6.09           Payment of Taxes,
etc.  The Parent Guarantors and the Borrower will, and will
cause each of their respective Subsidiaries and other Nexstar Entities to, pay
and discharge, as the same may become due and payable, all federal and material
state and local taxes, assessments, and other governmental charges or levies
against or on any of the income, profits or property of a Nexstar Entity, as
well as material claims of any kind which, if unpaid, might become a Lien upon a
Nexstar Entity's properties, and will pay (before they become delinquent) all
other material obligations and liabilities; provided,
however, that the foregoing shall not require the Parent Guarantors, the
Borrower or any of their respective Subsidiaries or other Nexstar
Entity to pay or discharge any such tax, assessment, charge, levy, Lien,
obligation or liability so long as such Nexstar Entity shall contest the
validity thereof in good faith by appropriate proceedings and shall set aside on
its books adequate reserves in accordance with GAAP.

       

      6.10           Maintenance of Property;
Insurance.  The Parent Guarantors and the Borrower will, and
will cause each of their respective Subsidiaries and other Nexstar Entities to,
keep all of the material property and facilities that are useful and necessary
in the business of the Nexstar Entities and Mission Entities in such condition
as is sufficient for the operation of such business in the ordinary course and
will maintain, and cause each of their respective Subsidiaries and Nexstar
Entities to maintain, such insurance as may be required by law and such other
insurance, to such extent and against such hazards and liabilities, as is
customarily maintained by companies similarly situated to the Nexstar Entities,
and such insurance shall name the Administrative Agent, on behalf of the Lenders
and Secured Parties, as an additional insured or loss payee, as the case may be,
under all such insurance policies.

       

      6.11           Compliance with Laws,
etc.  The Parent Guarantors and the Borrower will, and will
cause each of their respective Subsidiaries and Nexstar Entities to, comply with
the Requirements of Law of any Governmental Authority, the noncompliance with
which could reasonably be expected to have a Material Adverse
Effect.

       

      6.12           Books and
Records.

       

      (a)           The
Parent Guarantors and the Borrower will, and will cause each of the Nexstar
Entities to, keep proper books and records reflecting all of their business
affairs and transactions in accordance with GAAP.  Each of the Parent
Guarantors and the Borrower will, and will cause each of the Nexstar Entities
to, permit the Agents and their Related Parties, or, after the occurrence and
during the continuance of any Default under Section 8.01,
any Lender (or in each case any of their respective representatives or agents),
upon reasonable notice and at reasonable times and intervals during ordinary
business hours (or at any time if an Event of Default has occurred and is
continuing), to visit all of their offices, discuss their financial matters with
their officers and, subject to the right of representatives of the Nexstar
Entities to be present, independent accountants (and hereby authorizes such
independent accountants to discuss their financial matters with the Agents,
their Related Parties, any Lender or its representatives pursuant to the
foregoing, such fees and costs of the Borrower's and Nexstar Entities'
accountants to be paid by the Borrower) and examine and make abstracts or
photocopies from any of their books or other corporate records (such abstracts
and copies shall be at the expense of the Borrower);

       

      (b)           Notwithstanding
the foregoing or anything in this Agreement or in any Loan Document to the
contrary, (i) except as provided in subsection (c) below and so long as
there exists no Event of Default, the Borrower shall not be required to pay the
expenses of any Agent or any of their Related Parties (or any of their
respective representatives or agents) for visits in excess of one visit per
Fiscal Year, and (ii) after the occurrence of an Event of Default, such
costs and expenses incurred by the Administrative
Agent, its Related Parties and its representatives and agents in exercising its
rights from time to time as set forth in subsection (a) preceding shall be paid
by the Borrower; and

       

      (c)           Notwithstanding
the foregoing or anything in this Agreement or in any Loan Document to the
contrary, subsection (b)(i) preceding and the limitations in subsection (a)
preceding shall not apply to the Restructuring Advisor.  Each of the
Parent Guarantors and the Borrower will, and will cause each of the Nexstar
Entities to, permit the Restructuring Advisors at any time upon reasonable
notice and at reasonable times and intervals during ordinary business hours (or
at any time if an Event of Default has occurred and is continuing), to visit all
of their offices, discuss their financial matters with their officers and,
subject to the right of representatives of the Nexstar Entities to be present,
independent accountants (and hereby authorizes such independent accountants to
discuss their financial matters with the Agents, their Related Parties, any
Lender or its representatives pursuant to the foregoing) and examine and make
abstracts or photocopies from any of their books or other corporate records, all
at the expense of the Borrower.  The Borrower shall promptly pay all
invoiced costs and expenses of any Restructuring Advisor engaged by the
Administrative Agent and incurred from time to time (regardless of whether there
has occurred an Event of Default).

       

      6.13           Use of
Proceeds.  The Borrower shall use, or cause its Subsidiaries to
use, the proceeds of the Loans after the Second Amendment Effective Date for
Capital Expenditures permitted to be made hereunder, working capital and other
general corporate requirements of the Borrower and its
Subsidiaries.

       

      6.14           End of Fiscal Years; Fiscal
Quarters.  The Parent Guarantors and the Borrower will, for
financial reporting purposes, cause (a) its and each of their respective
Subsidiaries' and Nexstar Entities' fiscal years to end on December 31 of
each year and (b) its and each of their respective Subsidiaries' and Nexstar
Entities' fiscal quarters to end on March 31, June 30,
September 30 and December 31 of each year.

       

      6.15           Interest Rate
Protection.  The Borrower shall maintain such Interest Rate
Protection Agreements as are necessary so as to provide, through and including
April 1, 2007, that at least 40% of the principal amount of the sum of all
Indebtedness for borrowed money of Nexstar Finance Holdings and its Subsidiaries
(including the Borrower) plus all outstanding
Mission Loans is subject to either a fixed interest rate or interest rate
protection.

       

      
        
          
            
               

              


              


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6.16           Additional Security; Further
Assurances.

       

      (a)           The
Parent Guarantors and the Borrower will, and will cause each of their respective
Subsidiaries and all other Credit Parties to, grant to the Collateral Agent or
the Administrative Agent, at the request of the Administrative Agent, for the
benefit of the Secured Parties, security interests and mortgages in such assets
and properties of the Nexstar Entities and other Credit Parties as are not
covered by the Security Documents, and as may be requested from time to time by
the Administrative Agent or the Majority Lenders (collectively, the "Additional Security
Documents").  All such security interests and
mortgages shall be granted pursuant to documentation reasonably satisfactory in
form and substance to the Administrative Agent and the Borrower and shall
constitute valid and enforceable perfected security interests and mortgages
superior to and prior to the rights of all third Persons and shall be subject to
no Liens except for Permitted Liens.  The Additional Security
Documents or instruments related thereto shall be duly recorded or filed in such
manner and in such places as are required by law to establish, perfect, preserve
and protect the Liens in favor of the Collateral Agent or the Administrative
Agent, at the request of the Administrative Agent, required to be granted
pursuant to the Additional Security Documents and all taxes, fees and other
charges payable in connection therewith shall be paid in full.

       

      (b)           The
Parent Guarantors and the Borrower will, and will cause each of their respective
Subsidiaries and all other Credit Parties to, at the expense of the Borrower,
make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent
or the Administrative Agent, at the request of the Administrative Agent, from
time to time such vouchers, invoices, schedules, confirmatory assignments,
conveyances, financing statements, transfer endorsements, powers of attorney,
certificates, real property surveys, reports and other assurances or instruments
and take such further steps relating to the collateral covered by any of the
Security Documents or any Additional Security Documents as the Collateral Agent
or the Administrative Agent, at the request of the Administrative Agent, may
reasonably require and as are reasonably satisfactory to the
Borrower.  Furthermore, the Borrower shall cause to be delivered to
the Collateral Agent or the Administrative Agent, at the request of the
Administrative Agent, such opinions of counsel, title insurance and other
related documents as may be reasonably requested by the Collateral Agent or the
Administrative Agent, at the request of the Administrative Agent, to assure
itself that this Section 6.16 has
been complied with.  Notwithstanding anything herein or in any Loan
Document to the contrary, such information required to be delivered above shall
include (without limitation) the following:

       

      (i)           Within
90 days after requested in writing by the Administrative Agent in its sole
discretion, engineering, soils, environmental and other reports as to all Real
Properties subject to such request, from professional firms acceptable to the
Administrative Agent, which report shall identify existing and potential
environmental concerns and shall quantify related costs and liabilities,
associated with any facilities of any Credit Party or any of its respective
Subsidiaries;

       

      (ii)           Within
90 days after requested in writing by the Administrative Agent in its sole
discretion, estoppel and consent agreements executed by each of the lessors of
any Leasehold Real Properties of any of the Credit Parties subject to such
request, along with (1) a memorandum of lease in recordable form with
respect to such leasehold interest, executed and acknowledged by the owner of
the affected real property, as lessor, or (2) evidence that the applicable
lease with respect to such leasehold interest or a memorandum thereof has been
recorded in all places necessary or desirable, in the Administrative Agent’s
reasonable judgment, to give constructive notice to third-party purchasers of
such leasehold interest, or (3) if such leasehold interest was acquired or
subleased from the holder of a recorded leasehold interest, the applicable
assignment or sublease document,
executed and acknowledged by such holder, in each case in form sufficient to
give such constructive notice upon recordation and otherwise in form
satisfactory to the Administrative Agent; provided
that in no event shall any Credit Party be required to take any action, other
than using its reasonable commercial efforts, to obtain consents, estoppels,
memorandums, assignments, etc. from independent unaffiliated third parties with
respect to its compliance with this Section; and

       

      (c)           The
Parent Guarantors and the Borrower will, and will cause each of their respective
Subsidiaries and all other Credit Parties to, at the expense of the Borrower,
within 90 days after requested in writing by the Administrative Agent in its
sole discretion, an appraisal of any one or more of the Real Properties of any
Credit Party requested by the Administrative Agent which satisfies the
applicable requirements of the Real Estate Appraisal Reform Amendments of the
Financial Institution Reform, Recovery and Enforcement Act of 1989, each such
appraisal shall be from a Person acceptable to the Administrative Agent and
which shall be in form and substance reasonably satisfactory to the
Administrative Agent.

       

      (d)           If
at any time any Parent Guarantor or the Borrower or any other Credit Party
creates or acquires any additional Subsidiary, such Parent Guarantor and/or the
Borrower, as applicable, will promptly notify the Administrative Agent thereof
and cause such Subsidiary, within 30 days thereafter, to execute and deliver
appropriate Guaranty Supplements, a Joinder to Security Agreement and a Joinder
to Pledge and Security Agreement (provided that nothing in this Section shall be
deemed to permit the formation, creation or acquisition of any additional
Subsidiary).

       

      (e)           The
Parent Guarantors and the Borrower agree that each action required above by this
Section 6.16
shall be completed as soon as possible, but in no event later than 90 days after
such action is either requested to be taken by the Administrative Agent or the
Majority Lenders or required to be taken by the applicable Nexstar Entity or
Mission Entity pursuant to the terms of this Section 6.16.

       

      (f)           The
Parent Guarantors and the Borrower agree that, upon the request of the
Administrative Agent following the occurrence and during the continuance of a
Default, the Borrower shall, at the Borrower’s expense:

       

      (i)           promptly
upon request therefor but in no event later than 10 days after such request,
furnish to the Administrative Agent a description of the real and personal
properties of the Credit Parties and their respective Subsidiaries in detail
reasonably satisfactory to the Administrative Agent,

       

      (ii)           promptly
upon request therefor but in no event later than 30 days after such request,
duly execute and deliver, and cause each Credit Party (if it has not already
done so) to duly execute and deliver, to the Administrative Agent deeds of
trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages,
leasehold deeds of trust, security agreement supplements, intellectual property
security agreement supplements and other security and pledge agreements, as
specified
by and in form and substance reasonably satisfactory to the Administrative Agent
(including delivery of all Pledged Collateral in and of such Credit Party), and
other instruments securing payment of all the Obligations of the Credit Parties
under the Loan Documents and Mission Loan Documents and constituting Liens on
all such properties,

       

      (iii)           promptly
upon request therefor but in no event later than 30 days after such request,
take, and cause each Credit Party to take, whatever action (including the
recording of mortgages, the filing of Uniform Commercial Code financing
statements, the giving of notices and the endorsement of notices on title
documents) may be necessary or advisable in the reasonable opinion of the
Administrative Agent to vest in the Collateral Agent or the Administrative
Agent, at the request of the Administrative Agent, (or in any representative of
the Administrative Agent designated by it) valid and subsisting Liens on the
properties purported to be subject to the deeds of trust, trust deeds, deeds to
secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, security
agreement supplements, intellectual property security agreement supplements and
security and pledge agreements delivered pursuant to this Section 6.16 or
otherwise, enforceable against all third parties in accordance with their
terms,

       

      (iv)           promptly
upon request therefor but in no event later than 30 days after such request,
deliver to the Administrative Agent, upon the request of the Administrative
Agent in its sole discretion, a signed copy of an opinion, addressed to the
Administrative Agent and the other Secured Parties, of counsel for each of the
Credit Parties as to the matters contained in clauses (ii) and (iii) above, and
as to such other matters as the Administrative Agent may reasonably request, in
each case acceptable to the Administrative Agent, and

       

      (v)           as
promptly as practicable after such request, deliver, upon the request of the
Administrative Agent in its sole discretion, to the Administrative Agent with
respect to each parcel of real property owned or held by the Borrower or any
other Credit Party, title reports, surveys and engineering, soils and other
reports, and environmental assessment reports, each in scope, form and substance
satisfactory to the Administrative Agent, provided, however, that to the extent
that any Credit Party or any of its Subsidiaries shall have otherwise received
any of the foregoing items with respect to such real property, such items shall,
promptly after the receipt thereof, be delivered to the Administrative
Agent.

       

      (g)           At
any time upon request of the Administrative Agent, the Parent Guarantors and the
Borrower will, and will cause each of their respective Subsidiaries and all
other Credit Parties to, at the expense of the Borrower, promptly execute and
deliver any and all further instruments and documents and take all such other
action as the Administrative Agent may deem necessary or desirable in obtaining
the full benefits of, or (as applicable) in perfecting and preserving the Liens
of, such guaranties, deeds of trust, trust deeds, deeds to secure debt,
mortgages, leasehold mortgages, leasehold deeds of trust, security agreement
supplements, intellectual property security agreement supplements and other
security and pledge agreements.

       


      
        
          
             

            


            


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      6.17           Post Second Amendment
Effective Date Collateral Requirements.  Not later than
November 15, 2009 (provided that the Administrative Agent may by its
written consent extend such period by up to 30 days so long as the Credit
Parties are diligently pursuing compliance with the terms of this Section 6.17 in good
faith), the Parent Guarantors and the Borrower will, and will cause each of
their respective Subsidiaries and all other Credit Parties to (in each case upon
terms and conditions, and pursuant to documentation in each case in form and
substance satisfactory to the Administrative Agent, and delivered to the
Administrative Agent duly executed by each applicable Credit
Party):

       

      (a)           Real and Leasehold
Property.  grant to the Administrative Agent or
the  Collateral Agent, as applicable and requested, for the benefit of
the Secured Parties, valid first priority Liens and security interests (subject
to Permitted Liens), deeds of trust, trust deeds, deeds to secure debt,
mortgages, leasehold mortgages and leasehold deeds of trust (with such changes
as may be reasonably satisfactory to the Administrative Agent and its counsel to
account for local law matters) on the properties listed on Schedule 5.09 (except
(i) the two properties listed on such schedule asterisked as not to be
mortgaged, (ii) Subject Leased Space, and (iii) owned properties with
a book value less than $50,000 that are waived in writing by the Administrative
Agent in its discretion) (together with the Assignments of Leases and Rents
referred to therein and each other mortgage delivered pursuant to any provision
of this Agreement, any other Loan Document, any Mission Loan Document or
otherwise, in each case as amended, the “New Mortgages”),
together with:

       

      (i)           evidence
that counterparts of the New Mortgages have been duly executed, acknowledged and
delivered and are in form suitable for filing or recording in all filing or
recording offices that the Administrative Agent may deem necessary or desirable
in order to create a valid first priority and subsisting Lien and security
interest on the property described therein in favor of the Administrative Agent
for the benefit of the Secured Parties and that all filing, documentary, stamp,
intangible and recording taxes and fees have been paid;

       

      (ii)           to
the extent requested by the Administrative Agent in its sole discretion, fully
paid 2006 American Land Title Association Lender’s Extended Coverage title
insurance policies (the “New Mortgage
Policies”), with endorsements and in amounts acceptable to the
Administrative Agent, issued, coinsured and reinsured by title insurers
acceptable to the Administrative Agent, insuring the New Mortgages to be valid
first priority and subsisting Liens and security interests on the property
described therein, free and clear of all defects and encumbrances, excepting
only Permitted Liens, and providing for such other affirmative insurance
(including endorsements for future advances under the Loan Documents, for
mechanics’ and materialmen’s Liens and for zoning of the applicable property)
and such coinsurance and direct access reinsurance as the Administrative Agent
may deem reasonably necessary or desirable;

       

      (iii)           to
the extent requested by the Administrative Agent, American Land Title
Association/American Congress on Surveying and Mapping form surveys,
for which all necessary fees (where applicable) have been paid, and dated no
more than 30 days before the Second Amendment Effective Date or such earlier
date as approved in writing by the Administrative Agent, certified to the
Administrative Agent and the issuer of the New Mortgage Policies in a manner
satisfactory to the Administrative Agent by a land surveyor duly registered and
licensed in the States in which the property described in such surveys is
located and acceptable to the Administrative Agent, showing all buildings and
other improvements, any off-site improvements, the location of any easements,
parking spaces, rights of way, building set-back lines and other dimensional
regulations and the absence of encroachments, either by such improvements or on
to such property, and other defects, other than Permitted Liens and other
defects acceptable to the Administrative Agent;

       

      (iv)           flood
insurance policies on each such property in an amount equal to the lesser of the
maximum amount secured by the applicable Mortgage or the maximum amount of flood
insurance available under the Flood Disaster Protection Act of 1973, as amended,
and otherwise in compliance with the requirements of the Loan Documents, or
evidence satisfactory to the Administrative Agent that none of the improvements
located on such land is located in a flood hazard area;

       

      (v)           with
respect to each such property, evidence satisfactory to the Administrative Agent
(i) that all taxes, standby fees and any other similar charges have been paid
and (ii) that the land is a separate tax lot or lots with separate assessment or
assessments of the land and the improvements thereon, independent of any other
land or improvements and that the land is a separate legally subdivided parcel,
provided, however, that receipt
of relevant title policy endorsements acceptable to the Administrative Agent for
the New Mortgage Policies shall deemed to satisfy clause (ii) of this subsection
(v);

       

      (vi)           evidence
that all other action that the Administrative Agent may reasonably deem
necessary or desirable in order to create valid first priority and subsisting
Liens and security interests on the property described in the New Mortgages has
been taken;

       

      (vii)           such
certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Credit Party on behalf of
such Credit Party as the Administrative Agent may reasonably require evidencing
the identity, authority and capacity of each Responsible Officer thereof
authorized to act as a Responsible Officer in connection with the requirements
of this Section
6.17 and the other Loan Documents to which such Credit Party is a party
or is to be a party;

       

      (viii)           such
documents and certifications as the Administrative Agent may reasonably require
to evidence that each Credit Party granting Liens and security interests in
connection with this Section 6.17 or
otherwise is duly organized or formed, and that the Borrower is validly
existing, in good standing and qualified to engage in business in each
jurisdiction in which it is operating and that
each other Credit Party is validly existing, in good standing and qualified to
engage in business in each jurisdiction where its ownership, lease or operation
of properties or the conduct of its business requires such qualification, except
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect;

       

      (ix)           if
requested by the Administrative Agent as to one or more of such properties, a
subordination, non-disturbance and attornment agreement and a tenant estoppel
certificate executed by each of the lessees of such property, in each case in
form and substance acceptable to the Administrative Agent (the Borrower shall
use its reasonable efforts to obtain such agreements and certificates, but the
Borrower's failure to obtain such agreements and certificates from unaffiliated
independent third parties after using its reasonable efforts shall not
constitute an Event of Default);

       

      (x)           unless
waived by the Administrative Agent in writing, as to each of such leased
properties, a landlord's subordination agreement executed by each of the lessors
of such property, in each case in form and substance reasonably acceptable to
the Administrative Agent (the Borrower shall use its reasonable efforts to
obtain such agreements, but the Borrower's failure to obtain such agreements
from unaffiliated independent third parties after using its reasonable efforts
shall not constitute an Event of Default),

       

      (xi)           an
opinion of Kirkland & Ellis LLP, counsel to the Credit Parties, or other
counsel reasonably acceptable to the Administrative Agent, addressed to the
Administrative Agent and each Lender, as to the authorization and execution of
the Credit Parties and the New Mortgages, as applicable, and such other matters
concerning the Credit Parties and the Loan Documents as the Administrative Agent
or the Majority Lenders may reasonably request;

       

      (xii)           an
opinion of local counsel to the Credit Parties in each State in which property
subject to a New Mortgage is located, addressed to the Administrative Agent and
each Lender, as to the enforceability of the New Mortgages and such other
matters concerning the Credit Parties and the Loan Documents as the
Administrative Agent or the Majority Lenders may reasonably request;
and

       

      (xiii)           a
certificate of a Responsible Officer of each Credit Party either
(A) attaching copies of all consents, licenses and approvals required in
connection with the consummation by such Credit Party of the execution,
delivery, granting and/or performance of the New Mortgages and the execution,
delivery and performance by such Credit Party and the validity against such
Credit Party of the Loan Documents to which it is a party, and such consents,
licenses and approvals shall be in full force and effect, including, without
limitation, consents of landlords with respect to leasehold mortgages; provided, that, notwithstanding
the foregoing, the Borrower shall not have to obtain such consents for the
Subject Leased
Space or (B) stating that no such consents, licenses or approvals are so
required;

       

      (b)           Vehicles and Rolling
Stock.  grant to the Collateral Agent or the Administrative
Agent, at the request of the Administrative Agent, for the benefit of the
Secured Parties, valid first priority Liens and security interests (subject to
Permitted Liens) on each vehicle and rolling stock of each of the Credit Parties
which meets one or more of the following qualifications:  (1) had an
original cost of $30,000 or more per vehicle or rolling stock and has a net book
value as of the Second Amendment Effective Date of $15,000 or more, or (2) is a
broadcast or remote production vehicle or (3) is in any other manner
material to the operations of any Credit Party, together with:

       

      (i)           an
opinion of Kirkland & Ellis LLP, counsel to the Credit Parties, or other
counsel reasonably acceptable to the Administrative Agent, addressed to the
Administrative Agent and each Lender, as to the Credit Parties and the Liens and
security interests on such vehicles and rolling stock, and such other matters
concerning the Credit Parties and the Loan Documents as the Administrative Agent
or the Majority Lenders may reasonably request; and

       

      (ii)           evidence
that all other action that the Administrative Agent may deem necessary or
desirable in order to create valid first priority and subsisting Liens and
security interests on such vehicles and rolling stock has been
taken;

       

      (c)           Patent, Copyrights,
Trademarks.  grant to the Collateral Agent or the
Administrative Agent, at the request of the Administrative Agent, for the
benefit of the Secured Parties, a valid first priority Liens and security
interests (subject to Permitted Liens) on all patent, copyright, patent
application, copyright application, trademarks and service marks owned by any
Credit Party, including without limitation, logos, designs, trade names, company
names, business names, fictitious business names and other business identifiers,
together with:

       

      (i)           an
opinion of Kirkland & Ellis LLP, counsel to the Credit Parties, or other
counsel reasonably acceptable to the Administrative Agent, addressed to the
Administrative Agent and each Lender, as to the Credit Parties and the Liens and
security interests on such intellectual property interests, and such other
matters concerning the Credit Parties and the Loan Documents as the
Administrative Agent or the Majority Lenders may reasonably request;
and

       

      (ii)           evidence
that all other action that the Administrative Agent may deem reasonably
necessary or desirable in order to create valid first priority and subsisting
Liens and security interests on such intellectual property interests has been
taken;

       

      (d)           Towers and
Transmitters.  grant to the Collateral Agent or the
Administrative Agent, at the request of the Administrative Agent, for the
benefit of the Secured Parties, valid first priority Liens and security
interests (subject to Permitted Liens) on all repeaters, towers, transmitters
and translators listed on Schedule 6.17(a),
together with:

       


      
        
          
             

            


            


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      (i)           an
opinion of Kirkland & Ellis LLP, counsel to the Credit Parties, or other
counsel reasonably acceptable to the Administrative Agent, addressed to the
Administrative Agent and each Lender, as to the Credit Parties and the Liens and
security interests on such repeaters, towers, transmitters and translators, and
such other matters concerning the Credit Parties and the Loan Documents as the
Administrative Agent or the Majority Lenders may reasonably request;
and

       

      (ii)           evidence
that all other action that the Administrative Agent may deem necessary or
desirable in order to create valid first priority and subsisting Liens and
security interests on such repeaters, towers, transmitters and
translators;

       

      (e)           Deposit Accounts, Commodity
Accounts and Securities Accounts.  grant to the Collateral
Agent or the Administrative Agent, at the request of the Administrative Agent,
for the benefit of the Secured Parties, valid first priority Liens and security
interests (subject to Permitted Liens) on all deposit accounts, commodity
accounts and securities accounts of each Credit Party, except those account
listed on Schedule
6.17(b), together with:

       

      (i)           a
favorable opinion of Kirkland & Ellis LLP, counsel to the Credit Parties, or
other counsel reasonably acceptable to the Administrative Agent, addressed to
the Administrative Agent and each Lender, as to the Credit Parties and the Liens
and security interests on such accounts, and such other matters concerning the
Credit Parties and the Loan Documents as the Administrative Agent or the
Majority Lenders may reasonably request; and

       

      (ii)           evidence
that all other action that the Administrative Agent may deem necessary or
desirable in order to create valid first priority and subsisting Liens and
security interests on such accounts; and

       

      (f)           Evidence of
Insurance.  certificates of insurance, naming the
Administrative Agent, for the benefit of the Secured Parties, as an additional
insured or loss payee, as the case may be, under all insurance policies
maintained and required to be maintained with respect to the assets and
properties of the Credit Parties that constitute Collateral.

       

      Notwithstanding
anything else to the contrary in this Agreement or in any Loan Document, this
Section 6.17 is
intended to address a specific Collateral request by the Administrative Agent,
and in each case shall be in addition to those obligations and requirements of
the Borrower and the Credit Parties elsewhere in this Agreement and the Loan
Documents, including but not limited to, those obligations and requirements in
Section 6.16
(it being agreed among the Borrower, the other Credit Parties, the
Administrative Agent and the Lenders that this Section 6.17
shall specifically NOT limit
those obligations of the Borrower and the other Credit Parties under Section 6.16 and the
other provisions of this Agreement and the other Loan Documents).

       

      6.18           Lien
Searches.

       


      (a)           The
Parent Guarantors and the Borrower will, promptly after delivery of the items
required by Section
6.17 hereof but not later than December 31, 2009, deliver to the
Administrative Agent UCC searches (and copies of filings contained therein),
other Lien searches (and copies of filings contained therein) and other
information  demonstrating compliance by each Credit Party with the
terms and conditions of Sections 6.17(b), (c), (d)
and (e) and the other terms of this Agreement and the Loan Documents, to
the extent that compliance with the terms and conditions of such provision can
be demonstrated through UCC searches, other Lien searches or the particular
information requested.

       

      (b)           The
Parent Guarantors and the Borrower will, promptly following receipt of the
acknowledgment copy of any financing statement filed under the Uniform
Commercial Code in any jurisdiction by or on behalf of the Secured Parties in
connection with any Credit Party, deliver to the Administrative Agent a
completed request for information listing such financing statement and all other
effective financing statements filed in such jurisdiction that name any Credit
Party as debtor, together with copies of such other financing
statements.

       

      6.19           Designation as Senior
Debt.  The Parent Guarantors and the Borrower will, and will
cause each of their respective Subsidiaries and all other Nexstar Entities to,
designate all Obligations as “Designated Senior Indebtedness” under, and defined
in, all Unsecured Notes and any future Senior Second Lien Secured Notes,
Subordinated Notes and any other public indebtedness and all supplemental
indentures thereto.

       

      6.20           Operating Accounts as
Collateral.  Commencing November 15, 2009, the Parent
Guarantors and the Borrower will, and will cause each of their respective
Subsidiaries and all other Nexstar Entities to, maintain all of their deposit
accounts, securities accounts and other operational bank accounts of all types
of each of the Credit Parties (except those accounts listed on Schedule 6.17(b), but
only so long as each of such accounts listed on Schedule 6.17(b)
has daily amounts averaging an amount to be agreed upon by the Administrative
Agent and the Borrower, which in no event will exceed $25,000 in such account)
at Bank of America and subject to a first and prior Lien and security interest
in favor of the Administrative Agent for the benefit of the Secured Parties (on
terms and conditions and subject to documentation acceptable to the
Administrative Agent).

       

      6.21           Compliance with
Environmental Laws.  The Parent Guarantors and the Borrower
will, and will cause each of their respective Subsidiaries and all other Nexstar
Entities to, comply, and cause all lessees and other Persons operating or
occupying its properties to comply, in all material respects, with all
applicable Environmental Laws and environmental permits; obtain and renew all
environmental permits necessary for its operations and properties; and conduct
any investigation, study, sampling and testing, and undertake any cleanup,
removal, remedial or other action necessary to remove and clean up all Hazardous
Materials from any of its properties, in accordance with the requirements of all
Environmental Laws; provided, however, that neither
the Borrower nor any of its Subsidiaries shall be required to undertake any such
cleanup, removal, remedial or other action to the extent that its obligation to
do so is being contested in good faith and by proper proceedings and appropriate
reserves are being maintained with respect to such circumstances in accordance
with GAAP.

       


      
        
          
             

            


            


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      6.22           Preparation of Environmental
Reports.  The Parent Guarantors and the Borrower will, and will
cause each of their respective Subsidiaries and all other Nexstar Entities to,
at the request of the Administrative Agent from time to time, provide to the
Lenders within 60 days after such request, at the expense of the Borrower,
an environmental site assessment report for any of its properties described in
such request, prepared by an environmental consulting firm acceptable to the
Administrative Agent, indicating the presence or absence of Hazardous Materials
and the estimated cost of any compliance, removal or remedial action in
connection with any Hazardous Materials on such properties; without limiting the
generality of the foregoing, if the Administrative Agent determines at any time
that a material risk exists that any such report will not be provided within the
time referred to above, the Administrative Agent may retain an environmental
consulting firm to prepare such report at the expense of the Borrower, and each
of the Parent Guarantors and the Borrower hereby grants and agrees to cause any
Subsidiary that owns any property described in such request to grant at the time
of such request to the Administrative Agent, the Lenders, such firm and any
agents or representatives thereof an irrevocable non-exclusive license, subject
to the rights of tenants, to enter onto their respective properties to undertake
such an assessment.

       

      6.23           Further
Assurances.  The Parent Guarantors and the Borrower will, and
will cause each of their respective Subsidiaries and all other Nexstar Entities
to, and shall use their best efforts to cause each Mission Entity to, promptly
upon request by the Administrative Agent, or any Lender through the
Administrative Agent, (a) correct any material defect or error that may be
discovered in any Loan Document or in the execution, acknowledgment, filing or
recordation thereof, and (b) do, execute, acknowledge, deliver, record,
re-record, file, re-file, register and re-register any and all such further
acts, deeds, certificates, assurances and other instruments as the
Administrative Agent, or any Lender through the Administrative Agent, may
reasonably require from time to time in order to (i) carry out more effectively
the purposes of the Loan Documents, (ii) to the fullest extent permitted by
Applicable Law, subject any Nexstar Entity’s or any of its Subsidiaries’
properties, assets, rights or interests to the Liens now or hereafter intended
to be covered by any of the Security Documents, (iii) perfect and maintain
the validity, effectiveness and priority of any of the Security Documents and
any of the Liens intended to be created thereunder, (iv) provide to the
Administrative Agent with respect to the Collateral from time to time, the types
of documents, instruments, policies, opinions, appraisals and information
described in Section
6.17 or otherwise as requested by the Administrative Agent and (v)
assure, convey, grant, assign, transfer, preserve, protect and confirm more
effectively unto the Secured Parties the rights granted or now or hereafter
intended to be granted to the Secured Parties under any Loan Document or under
any other instrument executed in connection with any Loan Document to which any
Nexstar Entity or any of its Subsidiaries is or is to be a party, and cause each
of its Subsidiaries to do so.  Notwithstanding the foregoing, in the
event that any such requirement requires the consent or acknowledgment of an
unaffiliated independent third party, the Borrower shall only be required to use
its commercially reasonable efforts to obtain such consents or
acknowledgments.

       

      6.24           Compliance with Terms of
Leaseholds.  The Parent Guarantors and the Borrower will, and
will cause each of their respective Subsidiaries and all other Nexstar Entities
to, make all payments and otherwise perform all obligations in respect of all
leases of real property to which the Borrower or any of its Subsidiaries is a
party, keep such leases in full force and effect and not
allow such leases to lapse or be terminated or any rights to renew such leases
to be forfeited or cancelled, notify the Administrative Agent of any default by
any party with respect to such leases and cooperate with the Administrative
Agent in all respects to cure any such default, and cause each of its
Subsidiaries to do so, except, in any case, where the failure to do so, either
individually or in the aggregate, could not be reasonably likely to have a
Material Adverse Effect.

       

      6.25           Cooperation.  The
Parent Guarantors and the Borrower shall, and shall cause each of their
Subsidiaries to, use reasonable efforts to cooperate with the Restructuring
Advisor in all respects with respect to any matters in relation to the Loans,
Credit Events and the Loan Documents, provided that (i) such cooperation does
not involve undue burden or expense or require the engagement or services of any
third parties and (ii) such Restructuring Advisor shall have agreed in writing,
for the benefit of the Borrower, to be bound by the provisions of Section
10.07.

       

      
        
          
            
               

              


              


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ARTICLE VII.

       

      


       

      NEGATIVE
COVENANTS

       

      The
Borrower and each Parent Guarantor agrees with the Administrative Agent, the
Co-Syndication Agents and each Lender that, until all Commitments, Letters of
Credit, Mission Commitments and Mission Letters of Credit have terminated and
all Obligations and Mission Obligations (other than indemnities for which no
request for payment has been made) have been paid and performed in
full:

       

      7.01           Changes in
Business.  The Parent Guarantors and the Borrower will not, and
will not cause or permit any of their respective Subsidiaries or Nexstar
Entities to, directly or indirectly, alter in a fundamental and substantial
manner the character of the Television Broadcasting Business of the Nexstar
Entities, taken as a whole, or the Credit Parties, taken as a whole, from that
conducted immediately following the Effective Date.

       

      7.02           Limitation on
Liens.  The Parent Guarantors and the Borrower will not, and
will not permit any of their respective Subsidiaries and Nexstar Entities to,
create, incur, assume, or suffer to exist any Lien upon any of their respective
revenues, property (including fixed assets, inventory, Real Property, intangible
rights and Capital Stock) or other assets, whether now owned or hereafter
acquired, other than the following ("Permitted
Liens"):

       

      (a)           Liens
in existence on the Second Amendment Effective Date and disclosed on Schedule
7.02;

       

      (b)           Liens
for taxes, assessments or other governmental charges or levies to the extent
that payment thereof shall not at the time be required to be made in accordance
with the provisions of Section 6.09;

       

      (c)           Liens
encumbering property of any such Nexstar Entity consisting of carriers,
warehousemen, mechanics, materialmen, repairmen and landlords and other Liens
arising by operation of law and incurred in the ordinary course of business for
sums which are
not overdue or which are being contested in good faith by appropriate
proceedings and (if so contested) for which appropriate reserves with respect
thereto have been established and maintained on the books of such Nexstar Entity
in accordance with GAAP;

       

      (d)           Liens
encumbering property of any Nexstar Entity incurred in the ordinary course of
business in connection with workers' compensation, unemployment insurance, or
other forms of governmental insurance or benefits, or to secure performance of
bids, tenders, statutory obligations, leases, and contracts (other than for
Indebtedness) entered into in the ordinary course of business of such Nexstar
Entity;

       

      (e)           easements,
rights-of-way, reservations, permits, servitudes, zoning and similar
restrictions and other similar encumbrances or title defects and Permitted
Encumbrances (i) described in the New Mortgage Policies or (ii) which,
in the aggregate, are not substantial in amount, and which do not in any case
materially detract from the value of the property subject thereto or interfere
with the ordinary conduct of the business of any Nexstar Entity;

       

      (f)           judgment
Liens securing amounts not in excess of (i) $4,000,000 and (x) in
existence less than 30 days after the entry thereof, (y) with respect to
which execution has been stayed or (z) with respect to which the
appropriate insurance carrier has agreed in writing that there is coverage by
insurance or (ii) $4,000,000 in the aggregate at any time outstanding for
all Credit Parties;

       

      (g)           Liens
securing documentary letters of credit; provided
such Liens attach only to the property or goods to which such letter of credit
relates;

       

      (h)           purchase
money security interests encumbering equipment, furniture, machinery or other
assets by the Borrower or its Subsidiaries for normal business purposes, provided
that such security interests and Liens hereunder together with security
interests and Liens permitted by Section 7.02(a), do
not secure amounts in excess of $4,000,000 in the aggregate at any time
outstanding for the Credit Parties;

       

      (i)           interests
in Leaseholds under which a Nexstar Entity is a lessor, provided such Leaseholds
are otherwise not prohibited by the terms of this Agreement;

       

      (j)           second
priority Liens on the assets of the Nexstar Entities securing Senior Second Lien
Secured Notes, in each case to the extent such Indebtedness is issued in
accordance with Section 7.05(s);
and

       

      (k)           Liens
created by the Security Documents.

       

      7.03           Disposition of
Assets.  The Parent Guarantors and the Borrower will not, and
will not suffer or permit any of their respective Subsidiaries to, directly or
indirectly, make any Disposition or enter into any agreement to make any
Disposition, except:

       

      (a)           any
Nexstar Entity may make and agree to make Dispositions to Wholly-Owned
Subsidiaries of the Borrower that are Guarantors, or the Borrower after prior
written
notice to the Administrative Agent describing the Disposition and compliance by
the transferee with the applicable terms of the Security Documents;

       

      (b)           so
long as no Default exists before and after giving pro forma effect thereto, the
Borrower or any Subsidiary of the Borrower may agree to and make Dispositions of
Stations, assets and properties, including without limitation Real Properties,
so long as (i) all proceeds and compensation received for each such
Disposition is 100% cash, (ii) 100% of the Net Cash Proceeds are used to
prepay the Loans in accordance with the terms of Section 2.06(b)
and Section
10.19(b) (except as provided in Section 2.06(b)
and Section
10.19(b)), (iii) any television station owned by the Mission Borrower in
the same market is sold by the Mission Borrower concurrently with the
Disposition of any television station owned by the Borrower (and in accordance
with the terms of the Mission Credit Agreement), and (iv) at least 5 Business
Days prior to the consummation of any proposed Disposition, or at such later
time as agreed to by the Administrative Agent, the Borrower shall have delivered
to the Administrative Agent a certificate of the Borrower executed on its behalf
by a Responsible Officer of the Borrower, which certificate shall contain (A)
financial projections of the Borrower and its Subsidiaries attached to such
certificate which have been prepared on a Pro Forma Basis (giving effect to the
consummation of such Disposition and any related repayment of Indebtedness) for
the period from the proposed date of the consummation of any proposed
Disposition to the Maturity Date of the latest to mature of the Loans
demonstrating compliance for such period with the covenants set forth in Section 7.09, (B) a
certification to the Administrative Agent and the Lenders that all
representations and warranties set forth in this Agreement and the other Loan
Documents are true and correct as of such date and will be true and correct both
before and after giving effect to such Disposition and (C) a certification that
no Default exists both before and after giving effect to such
Disposition;

       

      (c)           Dispositions
permitted by Section 7.04(c)
and (d);

       

      (d)           Dispositions
of cash or Cash Equivalents, unless such cash or Cash Equivalents are in a Cash
Collateral Account or otherwise prohibited under this Agreement or the other
Loan Documents; and

       

      (e)           so
long as (i) no Default exists both before and after giving effect thereto,
(ii) all proceeds and compensation received for such each such Disposition
is 100% cash, (iii) 100% of the Net Cash Proceeds are used to prepay the
Loans in accordance with the terms of Section 2.06(b)
and Section
10.19(b) (except as provided in Section 2.06(b)
and Section
10.19(b)) and (iv) any television station owned by the Mission Borrower
in the same market is sold by the Mission Borrower concurrently with such
Disposition and in accordance with the terms of the Mission Credit Agreement,
Dispositions consisting of Sale and Leaseback Transactions effected on terms and
conditions satisfactory to, and with the prior written consent of, the
Administrative Agent and the Majority Lenders.

       


      
        
          
             

            


            


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      7.04           Consolidations, Mergers,
Acquisitions, etc.  The Parent Guarantors and the Borrower will
not, and will not suffer or permit any of their respective Subsidiaries to, or
any Nexstar Entity to,

       

      (1)           wind
up, liquidate or dissolve themselves (or enter into any agreement to take any
such action), or

       

      (2)           make
any Acquisition, or enter into any agreement to make any Acquisition,
or

       

      (3)           convey,
sell, transfer, lease or otherwise dispose of all or substantially all of their
respective assets, either in one transaction or a series of related
transactions, to any other Person or Persons, or

       

      (4)           form,
create or acquire any new Subsidiary (whether a non Wholly-Owned Subsidiary or
Wholly-Owned Subsidiary) or minority equity interest,

       

      or commit
to do any of the foregoing, except:

       

      (a)           the
Parent Guarantors, the Borrower and their respective Subsidiaries may make
Dispositions permitted under Section 7.03;

       

      (b)           so
long as no Default exists both before and after giving effect thereto, the
entering into by the Borrower or any of its Wholly-Owned Subsidiaries, after the
Effective Date, of any Local Marketing Agreement, Joint Sales Agreement and/or
Shared Services Agreement with respect to a television broadcasting station
(other than in connection with a Disposition) owned by a third Person that is
not an Affiliate of any Credit Party (prior to giving effect to such
contemplated agreement); provided
that at least 5 Business Days prior to both the entering into commitment to
enter into any transactions or series of related transactions and the
consummation of any such proposed transaction or series of related transactions,
or at such later time as agreed to by the Administrative Agent, the Borrower
shall have delivered to the Administrative Agent,

       

      (1)           a
certificate of the Borrower executed on its behalf by a Responsible Officer of
the Borrower, certifying

       

      (x)           that
the financial projections attached thereto have been prepared on a Pro Forma
Basis in good faith after inclusion of the full transaction or series of related
transactions and all related borrowings and other transactions in connection
therewith for the period from the date of the actual or anticipated, as
applicable, consummation of the proposed transaction or series of related
transactions to the Maturity Date for the latest to mature of the Loans,
and

       

      (y)           that
no Default exists or is projected to exist both before and after giving effect
to the consummation of such transaction or series of related transactions after
giving effect to the full transaction or series of related
transactions and all related borrowings and other transactions in connection
therewith;

       

      (c)           any
Subsidiary of the Borrower may merge with and into, or be dissolved or
liquidated into, the Borrower so long as (i) the Borrower is the surviving
Person of any such merger, dissolution or liquidation and (ii) the Borrower
complies with the relevant provisions of the Security Documents to which it is a
party so that the security interests granted to the Collateral Agent or the
Administrative Agent pursuant to such Security Documents in the assets of such
merged, dissolved or liquidated Subsidiary so merged shall remain in full force
and effect and perfected (to at least the same extent as in effect immediately
prior to such merger, dissolution or liquidation);

       

      (d)           any
Subsidiary of the Borrower may merge with and into, or be dissolved or
liquidated into, any Wholly-Owned Subsidiary of the Borrower that is a Guarantor
so long as (i) such Wholly-Owned Subsidiary of the Borrower is the
surviving corporation of such merger, dissolution or liquidation and
(ii) the acquiring Wholly-Owned Subsidiary complies with the relevant
provisions of the Security Documents to which it is a party so that the security
interests granted to the Collateral Agent or the Administrative Agent pursuant
to such Security Documents in the assets of such merged, dissolved or liquidated
Subsidiary shall remain in full force and effect and perfected (to at least the
same extent as in effect immediately prior to such merger, dissolution or
liquidation);

       

      (e)           with
respect to any Station owned by any Mission Entity, the Borrower may (subject to
the FCC's rules and regulations) enter into a Local Marketing Agreement, Joint
Sales Agreement and/or Shared Services Agreement with any Mission Entity,
provided that (i) such Local Marketing Agreement, Joint Sales Agreement and/or
Shared Services Agreement shall specifically permit the assignment to, and first
priority Liens and security interests by, the Administrative Agent and/or
Collateral Agent for the benefit of the Secured Parties to secure the
Obligations, (ii) not less than 5 Business Days prior to the entering into
of such agreement, the Borrower shall have delivered to the Administrative Agent
a certificate of the Borrower executed on its behalf by a Responsible Officer of
the Borrower, which certificate shall contain (A) a summary of the terms of
such agreement comparing it to the agreement (if any) that such agreement is
replacing, (B) such other information reasonably requested by the
Administrative Agent and (C) a certification that no Default exists both
before and after giving effect to such agreement; and

       

      (f)           Settlement
Securities acquired from time to time by any Nexstar Entity in good
faith.

       

      7.05           Limitation on
Indebtedness.  The Parent Guarantors and the Borrower will not,
and will not suffer or permit any of their respective Subsidiaries to, create,
incur, issue, assume, suffer to exist, or otherwise become or remain directly or
indirectly liable with respect to, any Indebtedness, except:

       

      (a)           Intentionally
Deleted.

       


      
        
          
             

            


            


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      (b)           Intentionally
Deleted.

       

      (c)           Intentionally
Deleted.

       

      (d)           Intentionally
Deleted.

       

      (e)           Intentionally
Deleted.

       

      (f)           Intentionally
Deleted.

       

      (g)           Intentionally
Deleted.

       

      (h)           Intentionally
Deleted.

       

      (i)           Intentionally
Deleted.

       

      (j)           Intentionally
Deleted.

       

      (k)           Intentionally
Deleted.

       

      (l)           Indebtedness
existing on the Second Amendment Effective Date and described on Schedule 7.05(l)
without any modifications, amendments, consents, waivers, refinancings,
refundings, renewals or extensions thereof; provided that immaterial clarifying
amendments correcting errors shall be permitted, so long as in each case no fee
is payable in connection therewith;

       

      (m)           Indebtedness
incurred pursuant to any Loan Document;

       

      (n)           Indebtedness
of any Nexstar Entity owing to the Borrower or any Wholly-Owned Subsidiary of
the Borrower that is a Guarantor, provided
that any such Indebtedness (i) is permitted to be advanced by the Borrower
or such Wholly-Owned Subsidiary pursuant to the provisions of Section 7.11 and
(ii) is not subordinated to any other Indebtedness of the obligor (other
than the Obligations);

       

      (o)           so
long as no Event of Default exists both before and after giving effect to the
incurrence thereof, Indebtedness of the Borrower and/or its Subsidiaries secured
by Liens permitted by Section 7.02(h),
in an aggregate amount outstanding not in excess of $4,000,000 in the aggregate
at any time outstanding for the Credit Parties;

       

      (p)           so
long as no Event of Default exists both before and after giving effect to the
incurrence thereof, Interest Rate Protection Agreements required hereunder or in
respect of Indebtedness otherwise permitted hereby so long as such agreements
are not entered into for speculative purposes and the Borrower is in compliance
with Section 6.15
after giving effect thereto;

       

      (q)           Capital
Lease Obligations and other Indebtedness (other than Indebtedness for borrowed
money) of the Borrower and/or its Subsidiaries in an amount not to exceed
$2,500,000 in the aggregate for the Borrower and its Subsidiaries at any time
outstanding, such
maximum amount to be reduced by the aggregate principal amount of Indebtedness
of any Mission Entity permitted under Section 7.05(q)
of the Mission Credit Agreement outstanding at any time;

       

      (r)           (i) Guaranty
Obligations of the Nexstar Entities (other than the Borrower) with respect to
Senior Second Lien Secured Notes incurred in accordance with the terms of Section 7.05(s) and
(ii) subordinated Guaranty Obligations of the Nexstar Entities (other than
the Borrower) with respect to Subordinated Notes incurred in accordance with the
terms of Section
7.05(s) (subordinated on terms and conditions, and subject to
documentation, acceptable to the Administrative Agent in its sole
discretion);

       

      (s)           so
long as (i) no Default exists before and after giving effect to the incurrence
thereof, (ii) such Indebtedness is issued by the Borrower for cash only,
(iii) 100% of the Net Debt Proceeds of the issuance of such Indebtedness is
used to prepay the Loans and Obligations at par in accordance with the terms of
Section 2.06
and Section 10.19;
(iv) such Indebtedness shall have a final maturity date not earlier than
180 days after the Stated Term B Maturity Date, (v) no voluntary or
scheduled repayments, prepayments, redemptions, repurchases or other return of
principal, cancellation of principal or like transaction shall be required or
made with respect to the principal of such Indebtedness (including, without
limitation, any redemption, defeasance, setting aside of funds, or other
provision for, or assurance of, payment), (vi) in the case of
clause (x) below, the Administrative Agent shall act as the collateral
agent on behalf of the Lenders and the Holders of the Senior Second Lien Secured
Notes (if any), and (vii) the Administrative Agent shall have received an
opinion of Kirkland & Ellis, LLP or other counsel acceptable to the
Administrative Agent in its sole discretion, as counsel to the Nexstar Entities,
in form and substance acceptable to the Administrative Agent in its sole
discretion, regarding the terms and conditions of such Indebtedness not
conflicting with the terms or conditions of  this Agreement, the other
Loan Documents, the Mission Loan Documents, the Unsecured Notes, any other
Senior Second Lien Secured Notes or Subordinated Notes, and all other material
contracts of the Credit Parties (including, without limitation, with respect to
(I) the granting of Liens and security interests on the Collateral to secure
such Indebtedness (if any), (II) the priority of such Liens and security
interests and (III) the entering into of any Intercreditor Agreement,
subordination agreement or any other agreements relating to the priority of such
Liens and security interests referred to below, and (viii) the Administrative
Agent shall have received an opinion of Kirkland & Ellis, LLP or other
counsel reasonably acceptable to the Administrative Agent, as counsel to the
Nexstar Entities, in form and substance reasonably acceptable to the
Administrative Agent regarding (A) the issuance of such Indebtedness, (B)
enforceability of any Intercreditor Agreement, subordination agreement and any
other agreement entered into in connection with any such Indebtedness and
(C) such other matters as requested by the Administrative
Agent,

       

      
        
          
            
               

              


              


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      (x)           the
Borrower may incur senior second lien secured notes on terms and conditions, and
pursuant to documentation acceptable to the Administrative Agent in its sole
discretion (the "Senior Second Lien Secured
Notes") provided that, (1) the Holders of the Senior Second Lien
Secured Notes and the Administrative Agent on behalf of the Secured
Parties shall have entered into an intercreditor agreement regarding the
priority of the Liens and security interests in the Collateral, among the
Secured Parties and the Holders of the Senior Second Lien Secured Notes, and the
attendant rights and obligations in connection therewith, on terms and
conditions, and subject to documentation acceptable to the Administrative Agent
in its discretion (the "Intercreditor
Agreement"), which such Intercreditor Agreement shall address the
granting of the second Liens and security interests in the Collateral, among the
Secured Parties and the Holders of the Senior Second Lien Secured Notes, and the
attendant rights and obligations in connection therewith, on terms and
conditions, and subject to documentation acceptable to the Administrative Agent
in its discretion and (2) any amendment, waiver, consent or other
modification to this Agreement or any other Loan Document necessary in order to
effectuate the intent of this Section 7.05(s) and
the issuance of the Senior Second Lien Secured Notes may be made by the
Administrative Agent in its discretion, and the Majority Revolver Lenders and
the Majority Lenders hereby authorize the Administrative Agent to enter into
such amendment, consent, waiver or other modification on behalf of the Lenders,
provided that,
nothing in such amendment, consent, waiver or modification shall effectuate any
change which would otherwise require the consent of each of the Lenders or any
specific Lender or agent in accordance with the terms hereof; or

       

      (y)           the
Borrower or the Ultimate Parent may incur unsecured and contractually
subordinated Indebtedness on terms and conditions, and pursuant to documentation
acceptable to the Administrative Agent in its sole discretion (including,
without limitation, the subordination terms and conditions and the documentation
related thereto) (the "Subordinated Notes")
provided that, (1) cash interest on such Subordinated Notes may not exceed an
amount per annum equal to 5% (including in such interest calculation any
original issue discount or any other similar pricing arrangement), until such
time as the Loans are paid in full and the Aggregate Revolving Commitment has
been terminated and all other Obligations have been paid in full, (2) any
portion of such Subordinated Notes that is subject to payment in kind may not
begin to accrue interest payable in cash prior to the Stated Term B Maturity
Date, (3) if requested by the Administrative Agent, the Holders of the
Subordinated Notes and the Administrative Agent on behalf of the Secured Parties
shall have entered into an intercreditor agreement regarding the subordination
of the Subordinated Notes, and the attendant rights and obligations in
connection therewith, on terms and conditions, and subject to documentation
acceptable to the Administrative Agent in its discretion and (4) any
amendment, waiver, consent or other modification to this Agreement or any other
Loan Document necessary in order to effectuate the intent of this Section 7.05(s) and
the issuance of the Subordinated Notes may be made by the Administrative Agent
in its discretion, and the Majority Revolver Lenders and the Majority Lenders
hereby authorize the Administrative Agent to enter into such amendment, consent,
waiver or other modification on behalf of the Lenders,
provided that,
nothing in such amendment, consent, waiver or modification shall effectuate any
change which would otherwise require the consent of each of the Lenders or any
specific Lender or agent in accordance with the terms hereof.

       


      In each
case of issuance of Senior Second Lien Secured Notes, and/or Subordinated Notes,
prior to the date of the incurrence thereof, the Borrower shall have delivered
to the Administrative Agent (1) a certificate of the Borrower executed on
its behalf by a Responsible Officer of the Borrower, certifying (x) compliance
with each of the financial covenants contained in Section 7.09,
based on financial projections of the Borrower and its Subsidiaries attached to
such certificate which have been prepared on a Pro Forma Basis for the period
from the date of the proposed date of the incurrence of such Senior Second Lien
Secured Notes or Subordinated Notes to the Maturity Date of the latest to mature
of the Loans and (y) that no Default exists or will exist both before and
after giving effect to the incurrence of such Indebtedness, and (2) a Pro
Forma Compliance Certificate of the Borrower prepared as of the date of the
incurrence of such Indebtedness giving effect to the incurrence of such
Indebtedness and the use(s) of the proceeds thereof, and (B) concurrently
upon receipt thereof, the Net Debt Proceeds from the issuance of Senior Second
Lien Secured Notes and/or Subordinated Notes are used by the Borrower to prepay
the Loans and Obligations in accordance with the terms of Section 2.06(f)
and Section
10.19(f); and

       

      (t)           so
long as no Default exists both before and after giving effect thereto,
Indebtedness of the Ultimate Parent under the Quorum Contingent Note in an
aggregate principal amount not to exceed $7,250,000, without any amendment,
consent or waiver with respect thereto.

       

      7.06           Transactions with
Affiliates.  The Parent Guarantors and the Borrower will not,
and will not permit any of their respective Subsidiaries to, enter into, or
cause, suffer, or permit to exist:

       

      (a)           any
arrangement or contract with any of its Affiliates or any Mission Entity of a
nature customarily entered into by Persons which are Affiliates of each other
(including arrangements relating to the allocation of revenues, taxes, and
expenses or otherwise) requiring any payments to be made by any Nexstar Entity
to any such Affiliate or Mission Entity unless in each case such arrangement or
contract is specifically permitted by this Agreement, is in the ordinary course
of such Person's business and is fair and equitable to such Nexstar
Entity;

       

      (b)           any
other transaction, arrangement, or contract with any of its
Affiliates  or any Mission Entity, unless in each case such
transaction, arrangement or contract is on terms which are specifically
permitted by this Agreement, is in the ordinary course of such Person's business
and is on terms not less favorable than are obtainable from any Person which is
not one of its Affiliates; or

       

      (c)           any
management services agreement,

       

      except
those arrangements, agreements and transactions listed on Schedule
7.06.

       

      7.07           Use of Credits; Compliance
with Margin Regulations.  The Parent Guarantors and the
Borrower will not, and will not suffer or permit any of their respective
Subsidiaries to, use any portion of the proceeds of the Loans or any Letter of
Credit, directly or indirectly, to purchase
or carry Margin Stock other than in compliance with Regulations T, U and X of
the Federal Reserve Board.  At no time shall the value of the Margin
Stock owned by any Nexstar Entity (as determined in accordance with
Regulation U of the Federal Reserve Board) exceed 25% of the value (as
determined in accordance with Section 221.2(g)(2) of Regulation U of
the Federal Reserve Board) of the assets of such Nexstar Entity.

       

      7.08           Environmental
Liabilities.  The Parent Guarantors and the Borrower will not
and will not permit any of their respective Subsidiaries or any of the Nexstar
Entities to violate any Environmental Law to an extent sufficient to give rise
to a Material Adverse Effect; and, without limiting the foregoing, the Parent
Guarantors and the Borrower will not, and will not permit any of their
respective Subsidiaries or any other Nexstar Entity or Person to, dispose of any
Hazardous Material into or onto, or (except in accordance with Applicable Law)
from, any Real Property owned, operated or otherwise used by any Nexstar Entity
or any other Credit Party, or allow any Lien imposed pursuant to any
Environmental Law to be imposed or to remain on such Real Property, in each case
to the extent the same are reasonably likely to have a Material Adverse Effect,
except as contested in reasonable good faith by appropriate proceedings and the
pendency of such proceedings will not have a Material Adverse Effect and except
and unless adequate reserves have been established and are being maintained on
its books in accordance with GAAP.

       

      7.09           Financial
Covenants.

       

      (a)           Consolidated Total Leverage
Ratio.  The Consolidated Total Leverage Ratio shall not at any
time during any period set forth below exceed the ratio set forth opposite such
period below:

       

      
        	
                Period

              	 
      	
                Ratio

              
	
                July
      1, 2009 through and including September 30, 2009

              	 
      	
                6.75
      to 1.00

              
	
                October
      1, 2009 through and including December 31, 2009

              	 
      	
                8.75
      to 1.00

              
	
                January
      1, 2010 through and including March 31, 2010

              	 
      	
                9.50
      to 1.00

              
	
                April
      1, 2010 through and including June 30, 2010

              	 
      	
                10.25
      to 1.00

              
	
                July
      1, 2010 through and including September 30, 2010

              	 
      	
                9.25
      to 1.00

              
	
                October
      1, 2010 through and including March 31, 2011

              	 
      	
                7.75
      to 1.00

              
	
                April
      1, 2011 and thereafter

              	 
      	
                6.00
      to 1.00

              
	 
      	 
      	 
      


      

      (b)           Consolidated Senior Leverage
Ratio.  The Consolidated Senior Leverage Ratio shall not at any
time during any period set forth below exceed the ratio set forth opposite such
period below:

       

      
        	
                Period

              	 
      	
                Ratio

              
	
                July
      1, 2009 through and including September 30, 2009

              	 
      	
                5.50
      to 1.00

              
	
                October
      1, 2009 through and including December 31, 2009

              	 
      	
                7.00
      to 1.00

              
	
                January
      1, 2010 through and including March 31, 2010

              	 
      	
                7.00
      to 1.00

              
	
                April
      1, 2010 through and including June 30, 2010

              	 
      	
                7.50
      to 1.00

              
	
                July
      1, 2010 through and including September 30, 2010

              	 
      	
                6.75
      to 1.00

              
	
                October
      1, 2010 through and including March 31, 2011

              	 
      	
                5.50
      to 1.00

              
	
                April
      1, 2011 and thereafter

              	 
      	
                4.00
      to 1.00

              


      

       

      (c)           Consolidated Interest
Coverage Ratio.  The Consolidated Interest Coverage Ratio shall
not at any time during any period set forth below be less than the ratio set
forth opposite such period below:

       

      
        	
                Period

              	 
      	
                Ratio

              
	
                July
      1, 2009 through and including June 30, 2010

              	 
      	
                1.75
      to 1.00

              
	
                July
      1, 2010 and thereafter

              	 
      	
                2.00
      to 1.00

              


      

       

      (d)           Consolidated Fixed Charge
Coverage Ratio.  The Consolidated Fixed Charge Coverage Ratio
shall not at any time be less than 1.15 to 1.00.

       

      
        
          
            
               

              


              


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7.10           Restricted
Payments.  The Parent Guarantors and the Borrower shall not,
and shall not permit any of their respective Subsidiaries to, make any
Restricted Payment, except:

       

      (a)           so
long as no Default exists both before and after giving effect to such
repurchases, the Ultimate Parent may repurchase equity interests in the Ultimate
Parent from former employees of the Nexstar Entities in an aggregate amount for
all such repurchases pursuant to this Section 7.10(a)
combined not to exceed $250,000 during any Fiscal Year, and the Subsidiaries of
the Ultimate Parent may authorize, declare and/or pay Dividends to their
respective shareholders, partners or members in the amount necessary to provide
the funds necessary to permit the Ultimate Parent to make such
repurchases;

       

      (b)           the
Subsidiaries of the Borrower may make Restricted Payments to the Borrower or any
Wholly-Owned Subsidiary of the Borrower;

       

      (c)           so
long as no Default exists both before and after the making thereof, (i) the
Borrower may authorize, declare and pay Dividends to Nexstar Finance Holdings in
the amount necessary to permit Nexstar Finance Holdings to make payments of
scheduled cash interest which becomes due and payable with respect to the
11.375% Senior Discount Notes issued by Nexstar Finance Holdings on March 27,
2003 and due 2013 and (ii) Nexstar Finance Holdings may make such scheduled
cash interest payments if, prior to the making of such payments of cash interest
by Nexstar Finance Holdings, the Borrower shall have delivered to the
Administrative Agent a Pro Forma Compliance Certificate
of the Borrower prepared as of the date of the making of each such Dividend of
the Borrower, giving effect to each such Dividend of the Borrower and the
related payments of cash interest to be made by Nexstar Finance Holdings as
though each such Dividend of the Borrower and the related payments of cash
interest to be made by Nexstar Finance Holdings had been made on the first day
of the applicable Measurement Period relating to the date each such Dividend by
the Borrower is to be made, and otherwise demonstrating that no Default exists
both before and after giving effect to each such Dividend and related payments
of cash interest;

       

      (d)           so
long as no Default exists both before and after the making thereof, the Borrower
may make Restricted Payments constituting scheduled cash interest due and
payable with respect to any (i) Senior Second Lien Secured Notes, (ii)
Subordinated Notes, (iii) 7% Senior Subordinated PIK Notes due 2014, issued
by Nexstar Broadcasting, Inc., (iv) 7% Senior Subordinated Notes due 2014,
issued by Nexstar Broadcasting, Inc. and (v) Senior Subordinated PIK Notes due
2014, issued by Nexstar Broadcasting, Inc., so long as in each case prior to the
making of such payments of cash interest, the Borrower has delivered to the
Administrative Agent a Pro Forma Compliance Certificate of the Borrower prepared
as of the date of making of each such payment of cash interest, giving effect to
each such payment as though such payment had been made on the first day of the
applicable Measurement Period relating to the date such payment is to be made,
and otherwise demonstrating that no Default exists both before and after giving
effect to such payment of cash interest; and

       

      (e)           so
long as no Default exists both before and after the making thereof, the Borrower
may make Restricted Payments constituting the repurchase of any of the Unsecured
Notes in accordance with the terms of Section 7.16(b) and
Section
7.16(c).

       

      7.11           Advances, Investments and
Loans.  The Parent Guarantors and the Borrower will not, and
will not permit their respective Subsidiaries to, lend money or credit or make
advances to any Person, or purchase or acquire any Capital Stock, obligations or
securities of, or any other interest in, or make any capital or other equity
contribution to, any Person (including, without limitation, the Mission
Borrower), or purchase or own a futures contract or otherwise become liable for
the purchase or sale of currency or other commodities at a future date in the
nature of a futures contract, or hold any cash or Cash Equivalents,
except:

       

      (a)           the
Nexstar Entities may invest in cash and Cash Equivalents;

       

      (b)           the
Borrower may enter into Interest Rate Protection Agreements in compliance with
Section 7.05(p);

       

      (c)           advances,
loans and investments in existence on the Second Amendment Effective Date and
listed on Schedule
7.11 shall be permitted, without giving effect to any additions thereto
or replacements thereof (except those additions or replacements which are
existing obligations as of the Second Amendment Effective Date);

       

      (d)           the
Nexstar Entities may make loans and advances to their respective employees in an
aggregate principal amount for all Nexstar Entities not to exceed $250,000,
provided that such loans and advances are made (i) for anticipated business
out-of-pocket expenses or (ii) for loans to non-executive
employees;

       

      (e)           the
Borrower may make intercompany loans and advances to any Wholly-Owned Subsidiary
of the Borrower which is a Nexstar Entity and Guarantor; and

       

      (f)           the
Borrower may acquire Settlement Securities in good faith.

       

      7.12           Limitation on Business
Activities of the Nexstar Entities.

       

      (a)           The
Parent Guarantors shall not engage in any business activities other than the
ownership of Capital Stock of other Parent Guarantors or the Borrower and shall
have no (i) significant assets other than such Capital Stock, (ii)
liabilities other than the Indebtedness permitted to be incurred by them
pursuant to Section 7.05
(including by waiver or consent) and (iii) liabilities for the payment of
taxes.

       

      (b)           The
Borrower and its Subsidiaries shall not engage in any business other than the
Television Broadcasting Business.

       

      7.13           Sales or Issuances of
Capital Stock.  The Parent Guarantors and the Borrower will
not, and will not permit any of their respective Subsidiaries or any Nexstar
Entity to, sell or issue any of their Capital Stock to any Person; provided
that so long as there exists no Default before and after giving effect to any
such issuance and the Borrower gives the Administrative Agent not less than 10
days notice of such issuance (or such lesser notice as agreed to by the
Administrative Agent), the Ultimate Parent may sell or issue (a) preferred
Capital Stock that is in each case (i) convertible into common stock only,
(ii) not Disqualified Stock, (iii) not entitled to any cash payment of any
kind under any circumstances prior to the payment in full of the Obligations and
the Mission Obligations and termination of the Commitments and Mission
Commitments and (iv) not treated for accounting purposes under any
circumstances as a liability or Indebtedness ("Preferred Capital
Stock"); such Preferred Capital Stock to be on other terms and
conditions, and subject to documentation, in each case acceptable to the
Administrative Agent, or (b) common Capital
Stock (excluding Disqualified Stock), in each case so long as all Net Issuance
Proceeds are immediately contributed to the Borrower as cash common equity on
terms and conditions acceptable to the Administrative Agent and are immediately
applied by the Borrower as a mandatory prepayment as required by Section 2.06(e)
and Section 10.19(e)
(subject to the use of up to 50% of such Net Issuance Proceeds for a debt
repurchase of Unsecured Notes in accordance with the terms of Section 10.19(e),
Section 7.16(b)
and the other provisions of this Agreement and the other Loan
Documents).

       

      7.14           No Waivers, Amendments or
Restrictive Agreements; Charter Documents.  The Parent
Guarantors and the Borrower will not, and will not permit any of their
respective Subsidiaries to, (i) permit any waiver, supplement, modification
or amendment of the documentation relating to the Unsecured Notes, the Senior
Second Lien Secured Notes, the Subordinated Notes and any other Indebtedness of
any Credit Party having a principal balance (or a Guaranty Obligation with
respect to such Indebtedness) of more than $500,000, or any indenture or other
agreement evidencing, creating or governing any of the foregoing Indebtedness,
in each case other than any such amendment, modification or change which is
specifically
permitted in this Agreement or an immaterial clarifying amendment correcting an
error and so long as, in each case, no consent fee is payable in connection
therewith, (ii) enter into any new Charter Document or modify any of their
respective Charter Documents, to the extent that any such modification of such
Charter Documents would be adverse to the Lenders in any material respect or
(iii) enter into any Contractual Obligation which would prohibit or restrict the
Subsidiaries of the Borrower or Parent Guarantors from making Dividends or
Restricted Payments to the Borrower, or from granting Liens or security
interests on assets and properties as Collateral for the
Obligations.

       

      7.15           Prepayments, Etc. of
Indebtedness.  The Parent Guarantors and the Borrower will not,
and will not permit any of their respective Subsidiaries to, prepay, redeem,
purchase, defease or otherwise satisfy prior to the scheduled maturity thereof
in any manner, or make any payment in violation of any subordination terms of,
any Indebtedness, except (a) the prepayment at par of the Obligations in
accordance with the terms of this Agreement and (b) as permitted in
accordance with the terms of Section
7.16.

       

      
        
          
            
               

              


              


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      7.16           Debt
Repurchases.  The Borrower and the Parent Guarantor shall not,
and shall not permit any Subsidiary, Credit Party or any Affiliate to,
repurchase, buy, redeem, prepay, defease, receive an assignment of, issue any
notice of redemption or defeasance with respect to, or otherwise cause the
cancellation, forgiveness or purchase (including, without limitation, any
setting aside of funds, or other provision for, or assurance of, payment), or
enter into any other transaction which accomplishes a like result, of any of its
Indebtedness including the Loans, Obligations and the Mission Loans and Mission
Obligations, provided that, notwithstanding
the preceding:

       

      (a)           (i) the
Borrower may prepay the Loans hereunder at par in accordance with the terms of
Sections 2.05,
2.06 and 10.19 of this
Agreement (subject to Section 8.01(n))
and (ii) Mission Borrower can prepay its Loans in accordance with the terms of
the Mission Credit Agreement,

       

      (b)           so
long as (i) there exists no Default before or after giving effect to
(A) the issuance of common Capital Stock of the Ultimate Parent, and
(B) such transaction, (ii) the Borrower delivers written notice
thereof to the Administrative Agent in detail acceptable to the Administrative
Agent not less than 30 days prior to such transaction (or such lesser time
period as agreed to by the Administrative Agent), (iii) the Borrower is in
full compliance with Section 2.06(e) and
Section
10.19(e) and (v) the Borrower delivers to the Administrative Agent a
certificate of a Responsible Officer certifying as to each of the foregoing (i)
through (iii) in detail acceptable to the Administrative Agent and demonstrating
pro forma compliance with all provisions of Section 7.09 after
giving effect to all such transactions, the Borrower may use up to 50% of the
Net Issuance Proceeds of the issuance of such Capital Stock permitted to be
issued by Section
7.13, to extinguish all or any portion of the Unsecured
Notes,

       

      (c)           so
long as (i) there exists no Default before or after giving effect to such
transaction, (ii) the Borrower delivers written notice thereof to the
Administrative Agent in detail acceptable to the Administrative Agent not less
than 30 days prior to such transaction
(or such lesser time period as agreed to by the Administrative Agent),
(iii) Liquidity after giving effect to any such use is not less than
$20,000,000 on such date, (iv) the Borrower is in full compliance with
Section 2.06(d)
and Section 10.19(d)
and (v) the Borrower delivers to the Administrative Agent a certificate of
a Responsible Officer certifying as to each of the foregoing (i) through (iv) in
detail acceptable to the Administrative Agent and demonstrating pro forma
compliance with all provisions of Section 7.09 after
giving effect to all such transactions, the Borrower may, commencing with the
Excess Cash Flow for the Fiscal Quarter ending December 31, 2009, use up to 20%
of the quarterly Excess Cash Flow of the Borrower for each Fiscal Quarter of the
Borrower to extinguish all or any portion of the Unsecured Notes, provided
that,
notwithstanding the foregoing, in no event shall the aggregate amount of Excess
Cash Flow of the Borrower used under this subsection (d) to repurchase and
extinguish all or any portion of the Unsecured Notes from and after the Second
Amendment Effective Date exceed $10,000,000, and

       

      (d)           so
long as there exists no Default before or after giving effect to such
transaction, any Affiliate that is not a Credit Party may purchase all or any
portion of the Unsecured Notes and the Subordinated
Notes.

       

      7.17           Nexstar and
Mission.  The Borrower and the Parent Guarantors shall not, and
shall not permit any Subsidiary, Credit Party or any Affiliate to,
(a) modify, change, consent to, waive any provision with respect to, or
otherwise not comply with or effectuate any change to, any written agreement
between or among the Borrower and the Mission Borrower, or any Nexstar Entity
and any Mission Entity, including, without limitation, the Nexstar/Mission
Agreements, except any immaterial clarifying amendment correcting an error and
so long as, in each case, no consent fee is payable in connection therewith, (b)
allow any Nexstar/Mission Agreement to lapse, expire or terminate, or otherwise
not be in full force and effect against any party thereto, except to the extent
any television station owned by the Mission Borrower is sold in accordance with
the terms of the Mission Credit Agreement and the other Mission Loan Documents,
or (c) permit, allow or suffer to exist any Nexstar/Mission Agreement then in
effect not being subject to a Lien and security interest of the Administrative
Agent on behalf of the Secured Parties to secure the Obligations.

       

      
        
          
            
               

              


              


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ARTICLE VIII.

       

      


       

      EVENTS OF
DEFAULT

       

      8.01           Event of
Default.  Any of the following shall constitute an "Event of
Default":

       

      (a)           Non-Payment.  The
Borrower fails to pay, (i) when and as required to be paid herein, any
amount of principal of any Loan or any amount of any L/C Obligation, or
(ii) within five days after the same shall become due and payable, any
interest, fee or any other amount payable hereunder; or

       

      (b)           Representation or
Warranty.  Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of the Borrower or any
other Credit Party herein, in any other Loan Document, or in any document
delivered in connection
herewith or therewith shall be incorrect or misleading in any material respect
when made or deemed made; or

       

      (c)           Specific
Defaults.  Any Borrower or any Parent Guarantor fails to
perform or observe any term, covenant or agreement contained in Sections 6.03(a),
6.05, 6.06, 6.07, 6.13, 6.14, 6.20 or Article VII;
or

       

      (d)           Other
Defaults.  Any Credit Party fails to perform or observe any
other term or covenant contained in this Agreement or any other Loan Document,
and such default shall continue unremedied for a period of 30 days after the
earlier of (i) knowledge of a Responsible Officer of such failure to
perform or observe and (ii) the date upon which written notice thereof is
given to the Borrower by the Administrative Agent or any Lender; or

       

      (e)           Cross-Default.  Any
Credit Party (i) fails to make any payment or dividend, as applicable,
including, without limitation in respect of any Unsecured Note, Senior Second
Lien Secured Note or Subordinated Note, or any other Indebtedness having an
aggregate principal amount of $3,500,000 or more when due, (whether by scheduled
maturity, required prepayment, required redemption or repurchase, acceleration,
demand, or otherwise) and such failure continues after the applicable grace or
notice period, if any, specified in the document relating thereto on the date of
such failure; or (ii) fails to perform or observe any other condition or
covenant, or any other event shall occur or condition exist, under any agreement
or instrument relating to any Unsecured Note, Senior Second Lien Secured Note or
Subordinated Note, or any other such Indebtedness, and such failure continues
after the applicable grace or notice period, if any, specified in the document
relating thereto on the date of such failure if the effect of such failure,
event or condition is to cause, or to permit the holder or holders of such
Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee
or agent on behalf of such holder or holders or beneficiary or beneficiaries) to
cause, such Indebtedness to be declared to be redeemed, repurchased or due and
payable prior to its stated maturity; or an Event of Default (as defined in the
Mission Credit Agreement) shall occur and be continuing under the Mission Credit
Agreement; or

       

      (f)           Insolvency; Voluntary
Proceedings.  Any Credit Party (i) commences any
Insolvency Proceeding with respect to itself; or (ii) takes any action to
effectuate or authorize any of the foregoing; or

       

      (g)           Involuntary
Proceedings.  (i)                                                      Any
involuntary Insolvency Proceeding is commenced or filed against any Credit Party
or any writ, judgment, warrant of attachment, execution or similar process, is
issued or levied against a substantial part of any Credit Party's properties,
and any such proceeding or petition shall not be dismissed, or such writ,
judgment, warrant of attachment, execution or similar process shall not be
released, vacated or fully bonded, within 60 days after commencement, filing or
levy; (ii) any Credit Party admits the material allegations of a petition
against it in any Insolvency Proceeding, or an order for relief (or similar
order under non-U.S. law) is ordered in any Insolvency Proceeding; or
(iii) any Credit Party acquiesces in the appointment
of a receiver, trustee, custodian, conservator, liquidator, mortgagee in
possession (or agent therefor), or other similar Person for itself or a
substantial portion of its property or business; or

       

      (h)           ERISA.  (i) An
ERISA Event shall occur with respect to a Pension Plan or Multiemployer Plan
which has resulted or could reasonably be expected to result in liability of any
Credit Party or an ERISA Affiliate under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount in excess of $1,000,000;
(ii) the commencement or increase of contributions to, or the adoption of
or the amendment of a Pension Plan by any Credit Party or an ERISA Affiliate
which has resulted or could reasonably be expected to result in an increase in
Unfunded Pension Liability among all Pension Plans with Unfunded Pension
Liabilities in an aggregate amount in excess of $1,000,000; (iii) any of
the representations and warranties contained in Section 5.07
shall cease to be true and correct in any material respect and which cessation
has resulted or could reasonably be expected to result in a Material Adverse
Effect; or (iv) any Credit Party or an ERISA Affiliate shall fail to pay
when due, after the expiration of any applicable grace period, any installment
payment with respect to its withdrawal liability under Section 4201 of
ERISA under a Multiemployer Plan, which has resulted or could reasonably be
expected to result in a Material Adverse Effect; or

       

      (i)           Judgments.  One
or more non-interlocutory judgments, orders or decrees shall be entered against
any Credit Party involving in the aggregate a liability (not covered by
independent third-party insurance) as to any single or related series of
transactions, incidents or conditions, of $3,500,000 or more, and the same shall
remain unsatisfied, unvacated and unstayed pending appeal for a period of 30
days after the entry thereof; or

       

      (j)           Change of
Control.  Any Change of Control shall occur; or

       

      (k)           Guaranty
Agreements.  Any Guaranty Agreement or any provision thereof
shall for any reason cease to be in full force and effect or valid and binding
on or enforceable against any Credit Party or a Credit Party shall so state in
writing or bring an action to limit its obligations or liabilities thereunder;
or any Credit Party shall fail to perform any of its obligations thereunder;
or

       

      (l)           Security
Documents.  Any provision of any Security Document shall cease
to be in full force and effect or cease to create a valid, security interest in
the Collateral (other than an immaterial portion of the Collateral) purported to
be covered thereby or such security interest shall cease to be a valid and first
priority security interest (subject only to Permitted Liens), or any party
thereto shall default in the performance of its obligations thereunder beyond
applicable periods of grace, in each case other than as a result of any action
or inaction by the Collateral Agent, the Administrative Agent, the
Co-Syndication Agents or any Lender; or

       


      
        
          
             

            


            


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          53

           


        

        
           


        

      


      (m)           Termination of Material
Licenses.  Any Credit Party shall fail to have all required
Authorizations and licenses (including FCC Licenses), the absence of which would
have a Material Adverse Effect individually or in the aggregate; or

       

      (n)           Ratable
Treatment.  Any one of the following shall occur: (i) the
Borrower makes a voluntary reduction in the Aggregate Revolving Commitment in
accordance with the terms of Section 2.04 without
the Mission Borrower making a ratable voluntary reduction of the "Aggregate
Revolving Commitment" (as defined in the Mission Credit Agreement) in accordance
with the terms of the Mission Credit Agreement and Mission Loan Documents, or
(ii) the Mission Borrower makes a voluntary reduction of the "Aggregate
Revolving Commitment" (as defined in the Mission Credit Agreement) in accordance
with the terms of the Mission Credit Agreement and Mission Loan Documents
without the Borrower making a ratable voluntary reduction in the Aggregate
Revolving Commitment in accordance with the terms of Section 2.04, or
(iii) the Borrower makes a voluntary prepayment of the Term B Loans in
accordance with the terms of Section 2.05 without
the Mission Borrower making a ratable voluntary prepayment of Mission Loans
constituting "Term B Loans" as defined in the Mission Credit Agreement in
accordance with the terms of Section 2.05 of the Mission Loan Documents, or
(iv) the Mission Borrower makes a voluntary prepayment of Mission Loans
constituting "Term B Loans" as defined in the Mission Credit Agreement in
accordance with the terms of Section 2.05 of the Mission Loan Documents without
the Borrower making a ratable voluntary prepayment of the Term B Loans in
accordance with the terms of Section 2.05;
or

       

      (o)           Termination of Mission Loan
Document or Repayment in Full.  Any one or more of the
following shall occur:  the Mission Credit Agreement is terminated, or
the Mission Loans are repaid in full, or for any reason any Mission Loan
Document ceases to be in full force and effect, or cease to be binding on the
Mission Borrower (or the Mission Borrower shall allege or claim any of the
foregoing); or

       

      (p)           Termination of Network
Affiliation Agreements.  With respect to any Credit
Party:  A Network Affiliation Agreement with a Major Television
Network (other than a Network Affiliation Agreement that is not in respect of
the primary affiliation of a Station or a Network Affiliation Agreement which is
replaced by another network affiliation agreement with a Major Television
Network before it ceases to be effective) ceases to be in full force and effect,
if either (i) after giving effect to such cessation, three or more Stations
are Former Major Network Affiliates, or (ii) the Station that is subject to
such Network Affiliation Agreement is a Significant Station at the time of such
cessation; or

       

      (q)           Any
one or more of the statements, representations, warranties, certifications or
statements of fact made on Schedule 8.01(a) or
deemed made by or on behalf of any Mission Entity or any other Credit Party
herein, in any other Loan Document, or in any document delivered in connection
herewith or therewith, shall be incorrect or misleading in any material respect
when made or deemed made; or

       


      
        
          
             

            


            


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      (r)           Mission
Borrower shall fail to timely comply with, or timely perform any one or more of,
the affirmative or negative covenants as set forth on Schedule 8.01(b);
or

       

      (s)           Any
Affiliate of any Credit Party shall at any time (i) become a holder of any one
or more Unsecured Notes, Senior Second Lien Secured Notes or Subordinated Notes,
(ii) own or control any one or more Unsecured Notes, Senior Second Lien Secured
Notes or Subordinated Notes, (iii) repurchase, buy, redeem, prepay,
defease, receive an assignment of, issue any notice of redemption or defeasance
with respect to, or otherwise cause the cancellation, forgiveness or purchase
(including, without limitation, any setting aside of funds, or other provision
for, or assurance of, payment), or enter into any other transaction which
accomplishes a like result, of any one or more Unsecured Notes, Senior Second
Lien Secured Notes, Subordinated Notes, Loans, Mission Loans, Obligations
or Mission Obligations, or (iv) become a Lender, Mission Lender or
otherwise become any Secured Party, other than in the case of (i), (ii) and
(iii) above with respect to the Unsecured and Subordinated Notes, as permitted
by Section
7.16(d).

       

      8.02           Remedies.  If
any Event of Default occurs and is continuing, the Administrative Agent shall,
at the request of, or may, with the consent of, the Majority
Lenders:

       

      (a)           declare
the Commitment of each Lender to make Loans and any obligation of the L/C Issuer
to issue Letters of Credit to be terminated, whereupon such Commitments and
obligation shall forthwith be terminated; and/or

       

      (b)           declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other Loan Document to be immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by each Credit Party; and/or

       

      (c)           demand
that the Borrower Cash Collateralize L/C Obligations to the extent of
outstanding and wholly or partially undrawn Letters of Credit, whereupon the
Borrower shall so Cash Collateralize such Letters of Credit to that extent;
and/or

       

      (d)           exercise
on behalf of itself, the L/C Issuer and the Lenders all rights and remedies
available to it, the L/C Issuer and the Lenders under the Loan Documents or
Applicable Laws; and/or

       

      (e)           apply
any cash collateral as provided in Section 2.03(g)
to the payment of outstanding Obligations; and/or

       

      (f)           take
all actions to enforce the rights and remedies of the Collateral Agent and/or
the Administrative Agent under the Security Documents;

       

      provided,
however, that upon the occurrence of any event specified above in Section 8.01(f)
or (g) with
respect to any Credit Party (in the case of clause (i) of paragraph (g) upon
the expiration of the 60-day period mentioned therein), the obligation of each
Lender to make Loans and any obligation of the L/C Issuer to issue Letters of
Credit shall automatically terminate, and all reimbursement
obligations under Letters of Credit and the unpaid principal amount of all
outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable without further act or notice by the
Administrative Agent, the L/C Issuer or any other Lender, which are hereby
expressly waived by the Borrower and each Parent Guarantor.

       

      If at the
end of any Fiscal Quarter there exists an Event of Default with respect to one
or more of Sections
7.09(a) or (b), the Borrower
may, prior to the date upon which financial statements for such Fiscal Quarter
are required to be delivered pursuant to Section 6.01,
cure such Events of Default under Sections 7.09(a)
and/or (b) by
receiving equity contributions from an ABRY Fund and/or Sook (and/or other
Persons exercising preemptive rights in connection with an equity issuance to
one or more of them), and applying the proceeds therefrom to repay Loans and
reduce Commitments (on a ratable basis among the Revolving Loans and the Term B
Loans) so that the Consolidated Total Leverage Ratio and the Consolidated Senior
Leverage Ratio, calculated on a Pro Forma Basis after giving effect to any such
equity contributions and repayments, as of the last day of the Fiscal Quarter
for which such Event of Default occurred, do not exceed the relevant ratios set
forth in Sections
7.09(a) and (b), provided that in
no event shall any such contributions be added to increase Consolidated
Operating Cash Flow for the Borrower and its Subsidiaries for any
period.  The provisions of this paragraph may not be utilized in
consecutive quarters, nor more than four times prior to the Maturity
Date.

       

      8.03           Rights Not
Exclusive.  The rights provided for in this Agreement and the
other Loan Documents are cumulative and are not exclusive of any other rights,
powers, privileges or remedies provided by law or in equity, or under any other
instrument, document or agreement now existing or hereafter
arising.

       

      8.04           Application of
Funds. After
the exercise of any remedy in Section 8.02 (or
after the Loans have automatically become immediately due and payable and the
L/C Obligations have automatically been required to be Cash Collateralized as
set forth in the proviso to Section 8.02),
any amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:

       

      First, to payment of
that portion of the Obligations constituting fees, indemnities, expenses and
other amounts (including fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under Article III)
payable to the Administrative Agent in its capacity as such;

       

      Second, to payment of
that portion of the Obligations constituting fees, indemnities and other amounts
(other than principal, interest and Letter of Credit Fees) payable to the
Lenders (including fees, charges and disbursements of counsel to the respective
Lenders and the L/C Issuer and amounts payable under Article III),
ratably among them in proportion to the amounts described in this clause Second payable to
them;

       

      Third, to payment of
that portion of the Obligations, except Obligations with respect to Interest
Rate Protection Agreements, constituting accrued and unpaid Letter of Credit
Fees and interest on the Loans, L/C Borrowings and other Obligations
ratably

       


      
        
          
             

            


            


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      among the
Lenders and the L/C Issuer in proportion to the respective amounts described in
this clause Third payable to
them;

       

      Fourth, to payment of
that portion of the Obligations, except Obligations with respect to Interest
Rate Protection Agreements, constituting unpaid principal of the Loans and L/C
Borrowings, ratably among the Lenders and the L/C Issuer in proportion to the
respective amounts described in this clause Fourth held by
them;

       

      Fifth, to the
Administrative Agent for the account of the L/C Issuer, to Cash Collateralize
that portion of L/C Obligations comprised of the aggregate undrawn amount of
Letters of Credit;

       

      Sixth, to payment of
remaining portion of the Obligations, except Obligations with respect to
Interest Rate Protection Agreements, ratably among the Lenders in proportion to
the respective amounts described in this clause Sixth held by them;

       

      Seventh, to the
Administrative Agent for the account of each Lender and Affiliate of each Lender
party to a Interest Rate Protection Agreement in the amount of the Termination
Value of each such Interest Rate Protection Agreement, ratably among such
Lenders and Affiliates of such Lenders in proportion to the respective amounts
described in this clause Seventh held by them;

       

      Eighth, to the
Administrative Agent for the account of each Cash Management Bank, all
obligations owing under any Secured Cash Management Agreement ratably among such
Cash Management Banks in proportion to the respective amounts described in this
clause Eighth held by them; and

       

      Last, the balance, if
any, after all of the Obligations have been indefeasibly paid in full, to the
Borrower or as otherwise required by Applicable Law.

       

      Subject
to Section
2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount
of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they
occur.  If any amount remains on deposit as Cash Collateral after all
Letters of Credit have either been fully drawn or expired, such remaining amount
shall be applied to the other Obligations, if any, in the order set forth
above.

       

      
        
          
            
               

              


              


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ARTICLE IX.

       

      


       

      ADMINISTRATIVE
AGENT

       

      9.01           Appointment and
Authority.   Each of the Lenders and the L/C Issuer hereby
irrevocably appoints Bank of America to act on its behalf as the Administrative
Agent hereunder and under the other Loan Documents and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental
thereto.  Except for the rights of the Borrower pursuant to Section 9.06, the
provisions of this Article are solely for the benefit of the Administrative
Agent, the Lenders and the L/C Issuer, and
neither the Borrower nor any other Credit Party shall have rights as a third
party beneficiary of any of such provisions.

       

      (b)            The
Administrative Agent shall also act as the collateral agent under the Loan
Documents, and each of the Lenders (including in its capacities as a potential
Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby
irrevocably appoints and authorizes the Administrative Agent to act as the
collateral agent of such Lender and the L/C Issuer for purposes of acquiring,
holding and enforcing any and all Liens on Collateral granted by any of the
Credit Parties to secure any of the Obligations, together with such powers and
discretion as are reasonably incidental thereto.  In this connection,
the Administrative Agent, as collateral agent and any co-agents, sub-agents and
attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for
purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under the Security Documents, or for exercising any rights and
remedies thereunder at the direction of the Administrative Agent, shall be
entitled to the benefits of all provisions of this Article IX and Article X (including
Section
10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were
the collateral agent under the Loan Documents) as if set forth in full herein
with respect thereto.

       

      9.02           Rights as a
Lender.  The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not the
Administrative Agent and the term "Lender" or "Lenders" shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual
capacity.  Such Person and its Affiliates may accept deposits from,
lend money to, act as the financial advisor or in any other advisory capacity
for and generally engage in any kind of business with the Borrower or any Credit
Party or any Affiliate thereof as if such Person were not the Administrative
Agent hereunder and without any duty to account therefor to the
Lenders.

       

      9.03           Exculpatory
Provisions. The Administrative Agent
shall not have any duties or obligations except those expressly set forth herein
and in the other Loan Documents.  Without limiting the generality of
the foregoing, the Administrative Agent:

       

      (a)           shall
not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;

       

      (b)           shall
not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Loan Documents that the Administrative Agent is required to
exercise as directed in writing by the Majority Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the
other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or Applicable Law;
and

       

      (c)           shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose,
any
information relating to any Credit Party or any of their Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent or
any of its Affiliates in any capacity.

       

      The
Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Majority Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.01 and
8.02) or (ii)
in the absence of its own gross negligence or willful misconduct.  The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until notice describing such Default is given to the Administrative Agent by
the Borrower, a Lender or the L/C Issuer.

       

      The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or thereunder or
in connection herewith or therewith, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth herein or
therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any condition
set forth in Article IV or elsewhere herein, other than to confirm receipt of
items expressly required to be delivered to the Administrative
Agent.

       

      9.04           Reliance by Administrative
Agent.  The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing
(including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by the proper Person.  The Administrative
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon.  In determining compliance with any
condition hereunder to the making of a Loan, or the issuance of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender or
the L/C Issuer, the Administrative Agent may presume that such condition is
satisfactory to such Lender or the L/C Issuer unless the Administrative Agent
shall have received notice to the contrary from such Lender or the L/C Issuer
prior to the making of such Loan or the issuance of such Letter of
Credit.  The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or
experts.

       

      9.05           Delegation of
Duties. The
Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan Document by or through any
one or more sub-agents appointed by the Administrative Agent.  The
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties.  The exculpatory provisions of this Article shall apply to
any such sub-agent and to the Related Parties of the Administrative Agent and
any such
sub-agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities
as Administrative Agent.

       

      9.06           Resignation of
Administrative Agent. The Administrative Agent
may at any time give notice of its resignation to the Lenders, the L/C Issuer
and the Borrower.  Upon receipt of any such notice of resignation, the
Majority Lenders shall have the right, subject to, if no Default exists, the
consent of the Borrower, such consent not to be unreasonably withheld, to
appoint a successor, which shall be a bank with an office in the United States,
or an Affiliate of any such bank with an office in the United
States.  If no such successor shall have been so appointed by the
Majority Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may on behalf of the Lenders and the L/C
Issuer, appoint a successor Administrative Agent meeting the qualifications set
forth above; provided that if the
Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the
case of any collateral security held by the Administrative Agent on behalf of
the Lenders or the L/C Issuer under any of the Loan Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such
time as a successor Administrative Agent is appointed) and (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender and
the L/C Issuer directly, until such time as the Majority Lenders appoint a
successor Administrative Agent as provided for above in this
Section.  Upon the acceptance of a successor's appointment as
Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this
Section).  The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such
successor.  After the retiring Administrative Agent's resignation
hereunder and under the other Loan Documents, the provisions of this Article and
Section 10.04
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.

       

      Any
resignation by Bank of America as Administrative Agent pursuant to this Section
shall also constitute its resignation as L/C Issuer.  Upon the
acceptance of a successor's appointment as Administrative Agent hereunder, (a)
such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C
Issuer shall be discharged from all of their respective duties and obligations
hereunder or under the other Loan Documents, and (c) the successor L/C Issuer
shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements
satisfactory to the retiring L/C Issuer to effectively assume the obligations of
the retiring L/C Issuer with respect to such Letters of Credit.

       


      
        
          
             

            


            


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      9.07           Non-Reliance on
Administrative Agent and Other Lenders. Each Lender and the L/C
Issuer acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement.  Each
Lender and the L/C Issuer also acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it shall
from time to time deem appropriate, continue to make its own decisions in taking
or not taking action under or based upon this Agreement, any other Loan Document
or any related agreement or any document furnished hereunder or
thereunder.

       

      9.08           No Other Duties,
Etc. Anything herein to the
contrary notwithstanding, none of the Joint Book Managers or Joint Lead
Arrangers listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents, except
in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C
Issuer hereunder.

       

      9.09           Administrative Agent May
File Proofs of Claim.  In case of the pendency
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
any Credit Party, the Administrative Agent (irrespective of whether the
principal of any Loan or L/C Obligation shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on the Borrower) shall be
entitled and empowered, by intervention in such proceeding or
otherwise

       

      (a)           to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, L/C Obligations and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary
or advisable in order to have the claims of the Lenders, the L/C Issuer and the
Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the L/C Issuer and the
Administrative Agent and their respective agents and counsel and all other
amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(i) and
(j), 2.09 and 10.04) allowed in
such judicial proceeding; and

       

      (b)           to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;

       

      and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender and the L/C Issuer to make such payments to the Administrative Agent and,
in the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.09 and
10.04.

       


      
        
          
             

            


            


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      Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or the L/C
Issuer any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.

       

      9.10           Collateral and Guaranty
Matters.  The Secured Parties, the Lenders and the L/C Issuer
(including in its capacities as a potential Cash Management Bank and a potential
Hedge Bank) irrevocably authorize the Administrative Agent, at its option and in
its discretion,

       

      (a)           to
release any Lien on any property granted to or held by the Administrative Agent
under any Loan Document (i) upon termination of the Commitments and payment in
full of all Obligations (other than (A) contingent indemnification obligations
and (B) obligations and liabilities under Secured Cash Management
Agreements and Secured Hedge Agreements as to which arrangements satisfactory to
the applicable Cash Management Bank or Hedge Bank shall have been made) and the
expiration or termination of all Letters of Credit, (ii) that is sold or to be
sold as part of or in connection with any sale permitted hereunder (including by
waiver or consent) or under any other Loan Document, or (iii) subject to Section 10.01, if
approved, authorized or ratified in writing by the Majority
Lenders;

       

      (b)           to
subordinate any Lien on any property granted to or held by the Administrative
Agent under any Loan Document to the Holder of any Lien on such property that is
permitted by Sections
7.02(h) and (j) (including by
waiver or consent);

       

      (c)           enter
into the Intercreditor Agreement and take all such action or inaction deemed
necessary or advisable by it to permit the transactions described in Section 7.05(s)
and Section
9.12; and

       

      (d)           to
release any Guarantor from its obligations under the Guaranty if such Person
ceases to be a Subsidiary as a result of a transaction permitted hereunder
(including by waiver or consent).

       

      Upon
request by the Administrative Agent at any time, the Majority Lenders will
confirm in writing the Administrative Agent's authority to release or
subordinate its interest in particular types or items of property, take such
action or inaction as set forth herein or to release any Guarantor from its
obligations under the Guaranty pursuant to this Section
9.10.

       

      9.11           Secured Cash Management
Agreements and Secured Hedge Agreements.  No Cash Management
Bank or Hedge Bank that obtains the benefits of Section 8.04, any
Guaranty Agreements or any Collateral by virtue of the provisions hereof or of
any Guaranty Agreement or any Security Document shall have any right to notice
of any action or to consent to, direct or object to any action hereunder or
under any other Loan Document or otherwise in respect of the Collateral
(including the release or impairment of any Collateral) other than in its
capacity as a Lender and, in such case, only to the extent expressly provided in
the Loan Documents.  Notwithstanding any other provision of this Article IX to the
contrary, the Administrative Agent shall not be required to verify the payment
of, or that other satisfactory arrangements have been made with
respect to, Obligations arising under Secured Cash Management Agreements and
Secured Hedge Agreements unless the Administrative Agent has received written
notice of such Obligations, together with such supporting documentation as the
Administrative Agent may request, from the applicable Cash Management Bank or
Hedge Bank, as the case may be.

       

      9.12           Intercreditor
Agreement.

       

      (a)           Each
Lender acknowledges that because (i) this Agreement provides that upon the
issuance by the Borrower of Senior Second Lien Secured Notes, Collateral will be
granted to secure both the Secured Parties and the Holders of the Senior Second
Lien Secured Notes, and (ii) mandatory prepayment provisions exist herein
and have been added in Section 10.19 of
this Agreement, it may be necessary for the Secured Parties under this Agreement
and the Holders of the Senior Second Lien Secured Notes (if any) to enter into
an intercreditor agreements and/or arrangements upon the issuance of any such
Senior Second Lien Secured Notes from time to time, to provide that such
Collateral is securing the Obligations on a first priority basis and such Senior
Second Lien Secured Notes on a second priority basis.

       

      (b)           Notwithstanding
the provisions in this Agreement and/or any other Loan Document, each Lender and
Secured Party agrees to each of the terms and provisions of any proposed
Intercreditor Agreement from time to time and authorizes the Administrative
Agent to enter into any such agreement on its behalf, and

       

      (c)           Each
Lender and Secured Party agrees to be bound by the terms and provisions of each
such Intercreditor Agreement, and

       

      (f)            Each
Lender and Secured Party agrees and acknowledges that any authority, right or
action granted to the Administrative Agent by the Lenders and/or the Secured
Parties hereunder, or under any other Loan Document, may be exercised by the
Collateral Agent as if such authority, right or action was granted to the
Collateral Agent directly by each Lender hereunder.

       

      Notwithstanding
anything herein to the contrary, so long as any Intercreditor Agreement is in
full force and effect:

       

      (i)           the
Administrative Agent and Lenders each hereby delegate to the Collateral Agent
the power and authority in the Collateral Agent's exclusive and sole discretion,
to exercise any and all discretion granted herein and in the other Loan
Documents to the Administrative Agent in connection with the Collateral and the
Security Documents, and

       

      (ii)           any
item, document, certificate or monies delivered by the Borrower to the
Collateral Agent in connection with the Collateral, Security Documents, Section 2.06(b)
or Section 10.19(b),
shall constitute delivery to the Administrative Agent.

       

      Each
Lender further acknowledges and agrees that the terms and provisions of the
Intercreditor Agreement govern and control over the terms and provisions of this
Agreement and the other Loan Documents.  Notwithstanding the foregoing
or anything herein, any other Loan Document or in the
Intercreditor Agreement to the contrary, the Borrower may not rely on this
provision or on the terms of the Intercreditor Agreement.

       

      
        
          
            
               

              


              


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ARTICLE X.

       

      


       

      MISCELLANEOUS

       

      10.01           Amendment and
Waivers.

       

      (a)           Subject
to the terms and provisions of Sections 2.01(c) and
2.15, no
amendment or waiver of any provision of this Agreement or any other Loan
Document and no consent with respect to any departure by the Borrower or any
other Credit Party therefrom, shall be effective unless the same shall be in
writing and signed by the Borrower, each Credit Party affected thereby, the
Majority Revolver Lenders and the Majority Lenders and acknowledged by the
Administrative Agent, and then such amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided
that, notwithstanding the foregoing,

       

      (i)           no
such waiver, amendment, or consent shall, unless in writing and signed by the
Borrower and each Lender affected thereby;

       

      (A)           extend
the date for or change the amount of any principal installment due on the Loans
under Section 2.07(a),
or postpone or delay any date for any payment of interest or fees due to such
Lenders (or any of them) under any other Loan Document or any Fee
Letter;

       

      (B)           increase
(except as provided in Sections 2.01(c) and
2.15 or
extend the Commitment of such Lender, or reinstate any Commitment terminated
pursuant to Section 8.02(a),
except as provided in Section 10.06;

       

      (C)           increase
(except as provided in Sections 2.01(c) and
2.15) or extend
any Lender's Term B Loan Amount;

       

      (D)           reduce
the principal of, or the rate of interest specified herein on any Loan or L/C
Borrowing (other than with respect to post-default rates), or of any fees or
other scheduled amounts payable hereunder (excluding any mandatory prepayments
pursuant to Section 2.06) or
under any other Loan Document or reduce the Applicable Margin provided for
herein;

       

      (E)           reduce
the percentage of the Commitments or of the aggregate unpaid principal amount of
the Loans which shall be required for the Lenders or any of them to take any
action hereunder;

       

      (F)           amend
this Section 10.01,
change the percentage set forth in definition of the term "Majority Lenders",
change the percentage set forth in
the definition of the term "Supermajority
Lenders" or
amend any provision of this Agreement expressly requiring the consent of all the
Lenders in order to take or refrain from taking any action;

       

      (G)           release
the guaranty of any Guarantor under its Guaranty Agreement, except in accordance
with the express provisions hereof or thereof, or release all or substantially
all of the Collateral except, in all such cases in accordance with the express
provisions of this Agreement or the Security Documents;

       

      (H)           add
any requirements to obtain the consent of any additional Person or Persons to
affect any assignment or participation pursuant to Section 11.06;

       

      (I)           extend
any Maturity Date; or

       

      (J)           amend,
consent to, or change any provision of Section 8.04;
and

       

      (ii)           no
amendment, waiver or consent shall, unless in writing and signed by the L/C
Issuer in addition to the Majority Lenders, each affected Lender or all the
Lenders, as the case may be, affect the rights or duties of the L/C Issuer under
this Agreement or any Issuer Documents; and

       

      (iii)           no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Majority Lenders, each affected Lender
or all the Lenders, as the case may be, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document;
and

       

      (iv)           no
amendment, waiver or consent shall, unless in writing and signed by the
Collateral Agent in addition to the Majority Lenders or all the Lenders, as the
case may be, affect the rights or duties of the Collateral Agent under the
Security Documents or any other Loan Document; and

       

      (v)           with
respect to any Incremental Facility, the Incremental Loan Amendment, and any
waiver, consent or other amendment to any term or provision of this Agreement
necessary or advisable to effectuate any Incremental Facility or any provision
thereof in accordance with the terms of, or the intent of, this Agreement, shall
be effective when executed by the Borrower, the Administrative Agent and each
Incremental Term Lender or Incremental Revolving Lender making an Incremental
Revolving Commitment or Incremental Term Commitment; and

       

      (vi)           with
respect to reallocation of the Revolving Commitment in connection with the
Revolver Reallocation Letter, the Revolver Reallocation Letter and any waiver,
consent or other amendment to any term or provision of this
Agreement necessary or advisable to effectuate any reallocation of the Revolving
Commitment in accordance with the terms or the intent of the Revolver
Reallocation Letter, shall be effective when executed by the Borrower, the
Administrative Agent and the Majority Revolver Lenders;

       

      (vii)           Interest
Rate Protection Agreements, Incremental Loan Amendments (and related Incremental
Loan documentation), the
Revolver Reallocation Letter (and related documentation) and the Fee Letters
shall not be deemed to be Loan Documents for purposes of this Section 10.01(a);
and

       

      (viii)           no
amendment, waiver or consent shall, unless in writing and signed by each of (1)
the Borrower, (2) the Administrative Agent, (3) Revolving Lenders having more
than 50% of the Aggregate Combined Revolving Commitment (as in effect at such
time), or if the Aggregate Combined Revolving Commitment has been terminated in
full, the aggregate principal amount of outstanding Revolving Loans and L/C
Obligations on the date of such amendment, waiver or consent, and (4) Term B
Lenders having more than 50% of the Aggregate Outstanding Term B Loan Balance on
the date of such amendment, waiver or consent, amend, waive, consent to,
postpone or delay any mandatory prepayment pursuant to Section
2.06.

       

      (b)           If,
in connection with any proposed change, waiver, discharge or any termination to
any of the provisions of this Agreement as contemplated by clauses (ii)
through (viii), inclusive, of
the second proviso to Section 10.01(a),
the consent of the Majority Lenders is obtained but the consent of one or more
other Lenders whose consent is required is not obtained, then the Borrower shall
have the right, so long as all non-consenting Lenders whose individual consent
is required are treated the same, to require such non-consenting Lender to
assign all of its interests, rights, and obligations under this Agreement and
the related Loan Documents to an assignee that shall assume such obligations
pursuant to Section 10.13 so
long as at such time of such replacement, each such assignee consents to the
proposed change, waiver, discharge or termination.

       

      10.02           Notices; Effectiveness;
Electronic Communication.

       

      (a)           Notices
Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as
follows:

       

      (i)           if
to the Borrower, the Administrative Agent or the L/C Issuer, to the address,
telecopier number, electronic mail address or telephone number specified for
such Person on Schedule 10.02;
and

       


      
        
          
             

            


            


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      (ii)           if
to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire.

       

      Notices
sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by
telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient).  Notices delivered through electronic communications to
the extent provided in subsection (b) below, shall be effective as provided in
such subsection (b).

       

      (b)           Electronic
Communications.  Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided that the
foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to
Article II if
such Lender or the L/C Issuer, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic
communication.  The Administrative Agent or the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it, provided that
approval of such procedures may be limited to particular notices or
communications.

       

      Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification
that such notice or communication is available and identifying the website
address therefor.

       

      (c)           The
Platform.  THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE."
THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS
OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER
MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR
THE PLATFORM.  In no event shall the Administrative Agent or any
of its
Related Parties (collectively, the "Agent Parties") have
any liability to any Nexstar Entity, any Lender, the L/C Issuer or any other
Person for losses, claims, damages, liabilities or expenses of any kind (whether
in tort, contract or otherwise) arising out of the Borrower's or the
Administrative Agent's transmission of Borrower Materials through the Internet,
except to the extent that such losses, claims, damages, liabilities or expenses
are determined by a court of competent jurisdiction by a final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Agent Party; provided, however, that in no
event shall any Agent Party have any liability to any Nexstar Entity, any
Lender, the L/C Issuer or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual
damages).

       

      (d)           Change of Address,
Etc.  Each of the Borrower, the Administrative Agent and the
L/C Issuer may change its address, telecopier or telephone number for notices
and other communications hereunder by notice to the other parties
hereto.  Each other Lender may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to the
Borrower, the Administrative Agent and the L/C Issuer.  In addition,
each Lender agrees to notify the Administrative Agent from time to time to
ensure that the Administrative Agent has on record (i) an effective
address, contact name, telephone number, telecopier number and electronic mail
address to which notices and other communications may be sent and
(ii) accurate wire instructions for such Lender.

       

      (e)           Reliance by Administrative
Agent, L/C Issuer and Lenders. The Administrative
Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any
notices (including telephonic Revolving Loan Notices and Term B Loan Notices)
purportedly given by or on behalf of the Borrower even if (i) such notices were
not made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation
thereof.  The Borrower shall indemnify the Administrative Agent, the
L/C Issuer, each Lender and the Related Parties of each of them from all losses,
costs, expenses and liabilities resulting from the reliance by such Person on
each notice purportedly given by or on behalf of the Borrower.  All
telephonic notices to and other telephonic communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording.

       

      10.03           No Waiver; Cumulative
Remedies.  No failure by any Lender, the L/C Issuer or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.  The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

       

      10.04           Expenses; Indemnity; Damage
Waiver.

       


      
        
          
             

            


            


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      (a)           Costs and
Expenses.  The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent and financial consultants, advisors and other
representatives engaged by the Administrative Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation,
negotiation, execution, delivery and administration of this Agreement and the
other Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
expenses incurred by the L/C Issuer in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all out-of-pocket expenses incurred by the Administrative
Agent, any Lender or the L/C Issuer (including without limitation, the fees,
charges and disbursements of any counsel for the Administrative Agent, any
Lender or the L/C Issuer and the reasonable fees, charges and disbursements of
any Restructuring Advisors), in connection with the enforcement or protection of
its rights (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section, or (B) in connection with the
Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

       

      (b)           Indemnification by the
Borrower.  The Borrower shall indemnify the Administrative
Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each
Related Party of any of the foregoing Persons (each such Person being called an
"Indemnitee")
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the fees, charges and
disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or
asserted against any Indemnitee by any third party or by the Borrower or any
other Credit Party arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder, the
consummation of the transactions contemplated hereby or thereby, or, in the case
of the Administrative Agent (and any sub-agent thereof) and its Related Parties
only, the administration of this Agreement and the other Loan Documents, (ii)
any Loan or Letter of Credit or the use or proposed use of the proceeds
therefrom (including any refusal by the L/C Issuer to honor a demand for payment
under a Letter of Credit if the documents presented in connection with such
demand do not strictly comply with the terms of such Letter of Credit), (iii)
any actual or alleged presence or release of Hazardous Materials on or from any
property owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory, whether brought by a third party or by the Borrower or any
other Credit Party, and regardless of whether any Indemnitee is a party
thereto, in all cases, whether
or not caused by or arising, in whole or in part, out of the comparative,
contributory or sole negligence of the Indemnitee; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined by a
court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim
brought by the Borrower or any other Credit Party against an Indemnitee for
breach in bad faith of such Indemnitee's obligations hereunder or under any
other Loan Document, if the Borrower or such Credit Party has obtained a final
and nonappealable judgment in its favor on such claim as determined by a court
of competent jurisdiction.

       

      (c)           Reimbursement by
Lenders.  To the extent that the Borrower for any reason fails
to indefeasibly pay any amount required under subsection (a) or (b) of
this Section to be paid by it to the Administrative Agent (or any sub-agent
thereof), the L/C Issuer or any Related Party of any of the foregoing, each
Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may be, such
Lender's Facility Percentage (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity
as such, or against any Related Party of any of the foregoing acting for the
Administrative Agent (or any such sub-agent) or L/C Issuer in connection with
such capacity.  The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.12(d).

       

      (d)           Waiver of Consequential
Damages, Etc.  To the fullest extent permitted by Applicable
Law, the Borrower shall not assert, and hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or
any agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby, any Loan or Letter of Credit or the use of the proceeds
thereof.  No Indemnitee referred to in subsection (b) above shall be
liable for any damages arising from the use by unintended recipients of any
information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this
Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby.

       

      (e)           Payments.  All
amounts due under this Section shall be payable not later than ten Business Days
after demand therefor.

       

      (f)           Survival.  The
agreements in this Section shall survive the resignation of the Administrative
Agent and the L/C Issuer, the replacement of any Lender, the termination of the
Commitments and the repayment, satisfaction or discharge of all the other
Obligations.

       

      10.05           Payments Set
Aside. To
the extent that any payment by or on behalf of the Borrower is made to the
Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent,
the L/C Issuer or any Lender exercises its right of setoff, and such payment or
the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent, the L/C Issuer or such
Lender in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had
not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to
the Administrative Agent upon demand its applicable share (without duplication)
of any amount so recovered from or repaid by the Administrative Agent, plus
interest thereon from the date of such demand to the date such payment is made
at a rate per annum equal to the Federal Funds Rate from time to time in
effect.  The obligations of the Lenders and the L/C Issuer under
clause (b) of the preceding sentence shall survive the payment in full of the
Obligations and the termination of this Agreement.

       

      10.06           Successors and
Assigns.

       

      (a)           Successors and Assigns
Generally.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that neither the Borrower nor
any other Credit Party may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative
Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance
with the provisions of subsection (b) of this Section, (ii) by way of
participation in accordance with the provisions of subsection (d) of this
Section, (iii) by way of pledge or assignment of a security interest subject to
the restrictions of subsection (f) of this Section, or (iv) to an SPC in
accordance with the provisions of subsection (h) of this Section (and any other
attempted assignment or transfer by any party hereto shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

       

      (b)           Assignments by
Lenders.  Any Lender may at any time assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Revolving Commitment and the Loans
(including for purposes of this subsection (b), participations in L/C
Obligations) at the time owing to it); provided
that

       

      (i)           except
in the case of an assignment of the entire remaining amount of the assigning
Lender's Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with
respect to a Lender, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the Commitment is not then
in effect, the principal outstanding balance of the Loans of the assigning
Lender
subject to each such assignment, determined as of the date the Assignment and
Assumption with respect to such assignment is delivered to the Administrative
Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of
the Trade Date, shall not be less than (x) $5,000,000 for Revolving
Commitments and Revolving Loans or (y) $1,000,000 for Term B Loans unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed); provided, however, that
concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or
to an Eligible Assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining whether such minimum amount has
been met;

       

      (ii)           each
such assignment of Loans hereunder must be consummated simultaneously with an
assignment among the same parties of a corresponding percentage of the
corresponding Class of Mission Loans and/or commitments (as applicable) under
the Mission Credit Agreement in accordance with the terms of the Mission Credit
Agreement;

       

      (iii)           each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Agreement with respect
to the Loans or the Commitment assigned;

       

      (iv)           any
assignment of a Commitment must be approved by the Administrative Agent and the
L/C Issuer (such approvals not to be unreasonably withheld) unless the Person
that is the proposed assignee is itself a Lender (whether or not the proposed
assignee would otherwise qualify as an Eligible Assignee); and

       

      (v)           the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, together with a processing and recordation fee in
the amount, if any, required as set forth in Schedule 10.06, and
the Eligible Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire; provided
that only one such fee shall be payable with respect to the assignment of Loans
hereunder and the simultaneous assignment among the same parties of a
corresponding percentage of the corresponding Class of Mission Loans and/or
commitments (as applicable) under the Mission Credit Agreement.

       

      
        
          
            
               

              


              


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      Subject to acceptance and recording thereof by the Administrative
Agent pursuant to subsection (c) of this Section, from and after the effective
date specified in each Assignment and Assumption, the Eligible Assignee
thereunder shall be a party to this Agreement with respect to the interest
assigned and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement in
addition to any rights and obligations theretofore held by it as a Lender
hereunder, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to
facts and circumstances occurring prior to the effective date of such
assignment.  Upon request, the Borrower (at its expense) shall execute
and deliver a Note to the assignee Lender.  Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply
with this subsection shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance
with subsection (d) of this Section.

       

      (c)           Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at the Administrative Agent's Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the
terms hereof from time to time (the "Register").  The
entries in the Register shall be conclusive with respect to the identity of the
Lenders and, the entries as to the amount of the Obligations shall be conclusive
absent manifest error, and the Borrower, the Administrative Agent and the
Lenders may treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary.  The Register shall be
available for inspection by each of the Borrower and the L/C Issuer at any
reasonable time and from time to time upon reasonable prior
notice.  In addition, at any time that a request for a consent for a
material or substantive change to the Loan Documents is pending, any Lender may
request and receive from the Administrative Agent a copy of the
Register.

       

      (d)           Participations.  Any
Lender may at any time, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to any Person (other than a
natural person or the Borrower or any of the Borrower's Affiliates or
Subsidiaries) (each, a "Participant") in all
or a portion of such Lender's rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such
Lender's participations in L/C Obligations) owing to it); provided that
(i) such Lender's obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent, the Lenders and the L/C Issuer shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement.

       

      Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in clause
(i), subsections (B), (D) and (I) of the first proviso to Section 10.01 that
directly affects such Participant.  Subject to subsection
(e)

       


      
        
          
             

            


            


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      of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections
3.01, 3.04 and 3.05 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
subsection (b) of this Section.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 10.08 as though it were a
Lender, provided such
Participant agrees to be subject to Section 2.13 as
though it were a Lender.

       

      (e)           Limitations upon Participant
Rights.  A Participant shall not be entitled to receive any
greater payment under Section 3.01 or
3.04 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower's prior written consent.  A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 3.01
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with
Section 3.01(e)
as though it were a Lender.

       

      (f)           Certain
Pledges.  Notwithstanding anything to the contrary herein or
otherwise, any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement (including under its Note,
if any) to secure obligations of such Lender, including any pledge or assignment
to secure obligations to a Federal Reserve Lender; provided that no such
pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

       

      (g)           Electronic Execution of
Assignments.  The words "execution," "signed," "signature," and
words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as
the case may be, to the extent and as provided for in any Applicable Law,
including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act.

       

      (h)           Special Purpose Funding
Vehicles.  Notwithstanding anything to the contrary contained
herein, any Lender (a "Granting Lender") may
grant to a special purpose funding vehicle identified as such in writing from
time to time by the Granting Lender to the Administrative Agent and the Borrower
(an "SPC") the
option to provide all or any part of any Loan that such Granting Lender would
otherwise be obligated to make pursuant to this Agreement; provided that (i)
nothing herein shall constitute a commitment by any SPC to fund any Loan, and
(ii) if an SPC elects not to exercise such option or otherwise fails to make all
or any part of such Loan, the Granting Lender shall be obligated to make such
Loan pursuant to the terms hereof or, if it fails to do so, to make such payment
to the Administrative Agent as is required under Section 2.12(b)(ii).  Each
party hereto hereby agrees that (i) neither the grant to any SPC nor the
exercise by any SPC of such option shall increase the costs or expenses or
otherwise increase or change
the obligations of the Borrower under this Agreement (including its obligations
under Section
3.04), (ii) no SPC shall be liable for any indemnity or similar payment
obligation under this Agreement for which a Lender would be liable, and (iii)
the Granting Lender shall for all purposes, including the approval of any
amendment, waiver or other modification of any provision of any Loan Document,
remain the lender of record hereunder.  The making of a Loan by an SPC
hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Loan were made by such Granting Lender.  In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior debt of any SPC, it will not institute against, or join
any other Person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency, or liquidation proceeding under the
laws of the United States or any State thereof.  Notwithstanding
anything to the contrary contained herein, any SPC may (i) with notice to, but
without prior consent of the Borrower and the Administrative Agent and with the
payment of a processing fee in the amount of $2,500, assign all or any portion
of its right to receive payment with respect to any Loan to the Granting Lender
and (ii) disclose on a confidential basis any non-public information relating to
its funding of Loans to any rating agency, commercial paper dealer or provider
of any surety or guarantee or credit or liquidity enhancement to such
SPC.

       

      (i)           Resignation as L/C Issuer
after Assignment.  Notwithstanding anything to the contrary
contained herein, if at any time Bank of America assigns all of its Commitment
and Loans pursuant to subsection (b) above, Bank of America may, upon 30 days'
notice to the Borrower and the Lenders, resign as L/C Issuer.  In the
event of any such resignation as L/C Issuer, the Borrower shall be entitled to
appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no
failure by the Borrower to appoint any such successor shall affect the
resignation of Bank of America as L/C Issuer.  If Bank of America
resigns as L/C Issuer, it shall retain all the rights, powers, privileges and
duties of the L/C Issuer hereunder with respect to all Letters of Credit
outstanding as of the effective date of its resignation as L/C Issuer and all
L/C Obligations with respect thereto (including the right to require the Lenders
to make Base Rate Loans or fund risk participations in Unreimbursed Amounts
pursuant to Section 2.03(c)).  Upon
the appointment of a successor L/C Issuer, (a) such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of
the retiring L/C Issuer, and (b) the successor L/C Issuer shall issue
letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangements satisfactory to Bank
of America to effectively assume the obligations of Bank of America with respect
to such Letters of Credit.

       

      10.07           Treatment of Certain
Information; Confidentiality. Each of the
Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuer
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its Affiliates and to its and
its Affiliates' respective partners, directors, officers, employees, agents,
advisors and representatives (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National
Association
of Insurance Commissioners), (c) to the extent required by Applicable Laws or
regulations or by any subpoena or similar legal process, (d) to any other party
hereto, (e) in connection with the exercise of any remedies hereunder or under
any other Loan Document or any action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrower and its
obligations, (g) with the consent of the Borrower or (h) to the extent such
Information (x) becomes publicly available other than as a result of a
breach of this Section or (y) becomes available to the Administrative Agent, any
Lender, the L/C Issuer or any of their respective Affiliates on a
nonconfidential basis from a source other than the Borrower.

       

      For
purposes of this Section, "Information" means
all information received from the Borrower or any Subsidiary relating to the
Borrower or any Subsidiary or any of their respective businesses, other than any
such information that is available to the Administrative Agent, any Lender or
the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or
any Subsidiary, provided that, in the
case of information received from the Borrower or any Subsidiary after the date
hereof, such information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

       

      Each of
the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuer
acknowledges that (a) the Information may include material non-public
information concerning the Borrower or a Subsidiary, as the case may be,
(b) it has developed compliance procedures regarding the use of material
non-public information and (c) it will handle such material non-public
information in accordance with Applicable Law, including Federal and state
securities Laws.

       

      10.08           Right of Setoff. If an Event of Default
shall have occurred and be continuing, each Lender, the L/C Issuer and each of
their respective Affiliates is hereby authorized at any time and from time to
time, without prior notice to any Credit Party, any such notice being hereby
waived to the fullest extent permitted by Applicable Law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final,
in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate
to or for the credit or the account of the Borrower or any other Credit Party
against any and all of the obligations of the Borrower or such Credit Party now
or hereafter existing under this Agreement or any other Loan Document to such
Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C
Issuer shall have made any demand under this Agreement or any other Loan
Document and although such obligations of the Borrower or such Credit Party may
be contingent or unmatured or are owed to a branch or office of such Lender or
the L/C Issuer different from the branch or office holding such deposit or
obligated on such indebtedness.  The rights of each Lender, the L/C
Issuer and their respective Affiliates under this Section are in addition to
other rights and remedies (including other rights of setoff)
that such Lender, the L/C Issuer or their respective Affiliates may
have.  Each Lender and the L/C Issuer agrees to notify the Borrower
and the Administrative Agent promptly after any such setoff and application,
provided that
the failure to give such notice shall not affect the validity of such setoff and
application.

       

      10.09           Interest Rate
Limitation.  Notwithstanding anything to the contrary contained
in any Loan Document, the interest paid or agreed to be paid under the Loan
Documents shall not exceed the Highest Lawful Rate.  If the
Administrative Agent or any Lender shall receive interest in an amount that
exceeds the Highest Lawful Rate, the excess interest shall be applied to the
principal of the Loans or, if it exceeds such unpaid principal, refunded to the
Borrower.  In determining whether the interest contracted for,
charged, or received by the Administrative Agent or a Lender exceeds the Highest
Lawful Rate, such Person may, to the extent permitted by Applicable Law,
(a) characterize any payment that is not principal as an expense, fee, or
premium rather than interest, (b) exclude voluntary prepayments and the
effects thereof, and (c) amortize, prorate, allocate, and spread in equal
or unequal parts the total amount of interest throughout the contemplated term
of the Obligations hereunder.

       

      10.10           Counterparts; Integration;
Effectiveness. This Agreement may be
executed in counterparts (and by different parties hereto in different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract.  Except as provided
in Sections
4.01 and 4.02, this Agreement
shall become effective when it shall have been executed by the Administrative
Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties
hereto.  Delivery of an executed counterpart of a signature page of
this Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

       

      10.11           Survival of Representations
and Warranties. All representations and
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof.  Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Event, and shall continue in full force
and effect as long as any Loan or any other Obligation hereunder shall remain
unpaid or unsatisfied or any Letter of Credit shall remain
outstanding.

       

      10.12           Severability. If any provision of this
Agreement or the other Loan Documents is held to be illegal, invalid or
unenforceable, (a) the legality, validity and enforceability of the remaining
provisions of this Agreement and the other Loan Documents shall not be affected
or impaired thereby and (b) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the illegal, invalid or unenforceable provisions.  The invalidity
of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

       


      
        
          
             

            


            


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      10.13           Replacement of
Lenders. If
any Lender requests compensation under Section 3.04, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, if any
Lender is an Impacted Lender or if any other circumstance exists hereunder that
gives the Borrower the right to replace a Lender as a party hereto, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 10.06), all
of its interests, rights and obligations under this Agreement and the related
Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment), provided
that:

       

      (a)           the
Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section
10.06(b);

       

      (b)           such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Loan Documents
(including any amounts under Section 3.05) from
the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the Borrower (in the case of all other amounts);

       

      (c)           in
the case of any such assignment resulting from a claim for compensation under
Section 3.04 or
payments required to be made pursuant to Section 3.01,
such assignment will result in a reduction in such compensation or payments
thereafter; and

       

      (d)           such
assignment does not conflict with Applicable Laws.

       

      A Lender
shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to
apply.

       

      10.14           Governing Law; Jurisdiction;
Etc.

       

      (a)           GOVERNING
LAW.  THIS AGREEMENT 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; PROVIDED
THAT THE ADMINISTRATIVE AGENT, THE CO-SYNDICATION AGENTS AND EACH LENDER SHALL
RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

       

      (b)           SUBMISSION TO
JURISDICTION.  PURSUANT TO SECTION 5-1402 OF THE NEW YORK
GENERAL OBLIGATION LAW, THE BORROWER AND EACH OTHER CREDIT PARTY IRREVOCABLY AND
UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES FOR
THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT
OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN
ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT,
ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE
BORROWER OR ANY OTHER CREDIT PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.

       

      (i)           WAIVER OF
VENUE.  THE BORROWER AND EACH OTHER CREDIT PARTY IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS
SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM
TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

       

      (ii)           SERVICE OF
PROCESS.  EACH PARTY HERETO
IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 10.02.  NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

       

      10.15           WAIVER
OF JURY TRIAL.  EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

       

      10.16           Effectiveness.

       

      (a)           This
Agreement shall become effective on the date (the "Effective Date") on
which (i) each Parent Guarantor, the Borrower, the Administrative Agent,
the L/C Issuer, the Co-Syndication Agents, and each Lender shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile device) the same to the Administrative
Agent at the Administrative Agent's Office and (ii) the conditions
contained in Sections 4.01
and 4.02 shall
have been satisfied or deemed satisfied pursuant to Section 4.02 (or
waived by the Majority Lenders, or to the extent required by Section 10.01,
all the Lenders).  Unless the Administrative Agent has received actual
notice from any Lender that the conditions contained in Sections 4.01 and
4.02 have not
been met to its satisfaction in accordance with Section 4.02,
upon the satisfaction of the condition described in clause (i) of the
immediately preceding sentence and upon the Administrative Agent's good faith
determination that the conditions described in clause (ii) of the
immediately preceding sentence have been met, then the Effective Date shall have
been deemed to have occurred, regardless of any subsequent determination that
one or more of the conditions thereto had not been met (although the occurrence
of the Effective Date shall not release any Parent Guarantor or the Borrower
from any liability for failure to satisfy one or more of the applicable
conditions contained in Sections 4.01 and
4.02).

       

      (b)           This
Agreement constitutes an amendment, restatement and extension of the Existing
Nexstar Credit Agreement and as such supersedes the Existing Nexstar Credit
Agreement in its entirety; provided,
however, that in no event shall the Liens or Guaranty Agreements securing the
Existing Nexstar Credit Agreement or the obligations thereunder be deemed
affected hereby, it being the intent and agreement of the Ultimate Parent, the
Borrower and the Subsidiaries of the Ultimate Parent parties hereto that the
Guaranty Agreements and the Liens on the Collateral granted to secure the
obligations of the Ultimate Parent, the Borrower and the Subsidiaries of the
Ultimate Parent in connection with the Existing Nexstar Credit Agreement and/or
the Guaranty Agreements, shall not be extinguished and shall remain valid,
binding and enforceable securing the obligations under the Existing Nexstar
Credit Agreement as amended and restated hereby.

       

      (c)           Each
of the Lenders hereby consents to amendments to each of the Security Documents
and the Guaranty Agreements to conform the definitions and references set forth
therein to the applicable definitions and references set forth in this
Agreement.  Each of the Lenders hereby authorizes the Collateral Agent
and the Administrative Agent to execute and deliver the Confirmation Agreements
on behalf of the Lenders with respect to each of the Security Documents and each
of the Guaranty Agreements.

       


      
        
          
             

            


            


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      10.17           USA Patriot Act
Notice.  Each Lender and the Administrative Agent (for itself
and not on behalf of any Lender) hereby notified the Borrower that pursuant to
the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the "Act"), it is required to obtain, verify and
record information that identifies the Borrower, which information includes the
name and address of the Borrower and other information that will allow such
Lender or the Administrative Agent, as applicable, to identify the Borrower in
accordance with the Act.

       

      10.18           Termination.  The
Parent Guarantors and the Borrower agree, and will cause their respective
Subsidiaries and the other Nexstar Entities to agree, that the Borrower's and
each other Nexstar Entity's obligations under this Agreement and the other Loan
Documents (including, without limitation the Borrower's and each Nexstar
Entity's obligations under Articles VI and VII) will not
terminate (irrespective of any repayment in full or reduction of the Aggregate
Revolving Commitment to zero or termination of the Aggregate Revolving
Commitment) until the concurrent repayment in full of all "Obligations" as
defined in the Mission Credit Agreement and the termination of the Mission
Commitment.  All of the Borrower's and each Nexstar Entity's
obligations under this Section 10.18 shall
survive the termination of the Aggregate Revolving Commitment, termination of
this Agreement and repayment of the Obligations.

       

      10.19           Additional Mandatory
Prepayments.  In addition to those mandatory prepayments
required under Section
2.06, and notwithstanding anything in Section 2.06 or
otherwise herein or in any other Loan Document to the contrary, the Borrower
shall make such additional mandatory prepayments as required to fully comply
with each of the provisions set forth below:

       

      (a)           Excess
Outstandings.

       

      (i)           If
on any date the aggregate unpaid principal amount of outstanding Revolving Loans
made under the Revolving Commitments, plus the outstanding
L/C Obligations (to the extent not Cash Collateralized pursuant to clause
(ii) below or as provided for in Section 2.03(g)) exceeds the
Aggregate Revolving Commitment, then the Borrower shall immediately prepay the
amount of such excess.  Any payments on Revolving Loans made under the
Revolving Commitments pursuant to this Section 10.19(a)(i)
shall be applied pro rata among the Lenders with Revolving
Commitments.

       

      (ii)           If
on any date the aggregate amount of all L/C Obligations shall exceed the Letter
of Credit Commitment, the Borrower shall Cash Collateralize on such date an
amount equal to the excess of the L/C Obligations over the Letter of Credit
Commitment.

       

      (b)           Dispositions.

       

      (i)           If
on any date any Nexstar Entity shall make any Disposition, an amount equal to
100% of the Net Cash Proceeds from such Disposition shall be applied on such
date to prepay outstanding principal of the Term B Loans and the Revolving Loans
on a pro rata basis among such Loans (with a corresponding reduction in the
Aggregate Revolving Commitment in the amount of such amount applied to prepay
the Revolving Loans), provided that (A) with respect to no more
than
$500,000 in the aggregate of Net Cash Proceeds received in any Fiscal Year, the
Net Cash Proceeds therefrom shall not be required to be so applied if no Default
then exists, (B) with respect to assets not constituting real estate
(I) that are obsolete or no longer used or useful in the business,
(II) that are Disposed of in the ordinary course of business of such
Nexstar Entity and (III) the Net Cash Proceeds of any such Disposition of
which are reinvested to replace such Disposed assets with like assets within 90
days of such Disposition, then, so long as there exists no Default at the time
of such Disposition and the aggregate amount of all such Dispositions does not
exceed $250,000 in any Fiscal Year in the aggregate for all Nexstar Entities,
the Borrower shall not be required to repay such Net Cash Proceeds and
(C) any portion of such Net Cash Proceeds which the Borrower determines in
good faith should be reserved for post-closing adjustments or liabilities (as
set forth in a certificate of the Borrower executed on its behalf by a
Responsible Officer of the Borrower and delivered to the Administrative Agent
with the amount of such cash proceeds to be held by the Administrative Agent in
accordance with the terms of Section 10.19(l))
shall not be required to be used as a prepayment on the date received, it being
understood and agreed that on the day all such post-closing adjustments and
liabilities have been determined, the amount (if any) by which the reserved
amount of the Net Cash Proceeds of such Disposition exceeds the actual
post-closing adjustments or liabilities payable by any Nexstar Entity shall be
used to make an immediate mandatory prepayment on such day.

       

      (ii)           Nothing
in this Section 10.19(b)
or otherwise shall be deemed to permit any Disposition not otherwise permitted
under this Agreement.

       

      (c)           Promptly
upon the receipt by any Nexstar Entity of the proceeds from any Recovery Event
or other Extraordinary Receipts, an amount equal to 100% of the proceeds of such
Recovery Event or other Extraordinary Receipts (net of reasonable costs
including, without limitation, legal costs and expenses and taxes incurred in
connection with such Recovery Event or other Extraordinary Receipt and the
collection of the proceeds thereof) shall be applied to prepay outstanding
principal of the Term B Loans and the Revolving Loans on a pro rata basis among
such Loans (with a corresponding reduction in the Aggregate Revolving Commitment
in the amount of such amount applied to prepay the Revolving Loans); provided
that so long as no Default then exists, this requirement for mandatory
prepayment shall be reduced by the amount of such Extraordinary Receipts
constituting casualty insurance proceeds that are (1) equal to
amounts spent by the Borrower towards the replacement or restoration of the
assets that caused such Extraordinary Receipts prior to receipt of such
Extraordinary Receipts (which the Borrower may retain provided
the Borrower delivers documentation satisfactory to the Administrative Agent of
such amounts spent) or (2) delivered to the Administrative Agent in
accordance with the terms of Section 10.19(l),
and that are applied to the replacement or restoration of the assets subject to
such Recovery Event on or before the 180th day after the related Recovery Event
(or such longer period agreed to by the Administrative Agent).

       

      (d)

       

      (i)           On
December 29, 2009, an amount equal to 75% of the Initial Excess Cash Flow of the
Borrower for the period from January 1, 2009 through and
including September 30, 2009 shall be applied to prepay outstanding principal of
the Term B Loans and the Revolving Loans on a pro rata basis among such Loans
(with a corresponding reduction in the Aggregate Revolving Commitment in the
amount of such prepayment of Revolving Loans).

       

      (ii)           On
each date which is 45 days after the last day of each Fiscal Quarter of the
Borrower commencing with the Fiscal Quarter ending on December 31, 2009, an
amount equal to 80% of the Excess Cash Flow of the Borrower for such Fiscal
Quarter shall be applied to prepay outstanding principal of the Term B Loans and
the Revolving Loans on a pro rata basis among such Loans (with a corresponding
reduction in the Aggregate Revolving Commitment in the amount of such prepayment
of Revolving Loans).

       

      (e)           Promptly
upon the receipt by any Nexstar Entity of Net Issuance Proceeds from any sale or
issuance of Capital Stock, capital contribution or other equity contribution,
the Borrower shall prepay outstanding principal of the Term B Loans and the
Revolving Loans, on a pro rata basis among such Loans (with a corresponding
reduction in the Aggregate Revolving Commitment in the amount of such prepayment
of Revolving Loans), in an amount equal to 100% of such Net Issuance Proceeds,
provided
that, notwithstanding the foregoing, so long as (i) no Default
exists on the date of such issuance, (ii) such proceeds are delivered to the
Administrative Agent to be held by the Administrative Agent in accordance with
the terms of Section
10.19(l), (iii) the Borrower delivers a certificate of a Responsible
Officer certifying that there exists no Default prior to or after giving effect
to any such use, and (iv) if such proceeds are not used timely or if at any
time the Borrower fails to continue to pursue such purchase or redemption in
good faith, such proceeds shall be used immediately to prepay the outstanding
principal of the Term B Loans and the Revolving Loans, on a pro rata basis among
such Loans (with a corresponding reduction in the Aggregate Revolving Commitment
in the amount of such prepayment of Revolving Loans), then the amount of the
prepayments required to be made under this Section 10.19(e)
shall be reduced by up to 50% of such Net Issuance Proceeds, but only to the
extent such Net Issuance Proceeds are used within 120 days after receipt thereof
to redeem, repurchase or prepay any of the Unsecured Notes in accordance with
the terms of Section
7.16(b), and provided
further
that during the existence of a Default, the Borrower shall prepay outstanding
principal of the Term B Loans and the Revolving Loans, on a pro rata basis among
such Loans, in an amount equal to 100% of such Net Issuance Proceeds (with a
corresponding reduction in the Aggregate Revolving Commitment in the amount of
such prepayment of Revolving Loans).

       

      (f)           If
on any date any Nexstar Entity shall incur or issue any Indebtedness (other than
Indebtedness permitted to be incurred under Sections 7.05(m), (n), (o),
(p), (q) and (r)), then on each
such date of incurrence or issuance an amount equal to 100% of the amount of the
Net Debt Proceeds received with respect to such Indebtedness shall be applied to
prepay outstanding principal of the Term B Loans and the Revolving Loans, on a
pro rata basis among such Loans (with a corresponding reduction in the Aggregate
Revolving Commitment in the amount of such prepayment of Revolving
Loans).

       


      
        
          
             

            


            


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      (g)           If
on any day after the Second Amendment Effective Date the sum of cash and Cash
Equivalents of the Nexstar Entities together with the cash and Cash Equivalents
of the Mission Entities aggregate among all such entities in excess of
$15,000,000 or more, then the Borrower or the Mission Entities shall apply such
amounts in excess of $15,000,000 on the following day to prepay the outstanding
principal of Loans and/or Mission Loans, at the Borrower's election, such that
the aggregate cash and Cash Equivalents of the Nexstar Entities and the Mission
Entities shall not exceed $15,000,000 (applied as to (1) Loans, among the
Term B Loans and Revolving Loans on a pro rata basis among such Loans, with
a corresponding reduction in the Aggregate Revolving Commitment in the amount of
such amount applied to prepay the Revolving Loans and (2) Mission Loans,
among the "Term B Loans" and "Revolving Loans" (as each is defined in the
Mission Credit Agreement) on a pro rata basis among such loans, with a
corresponding reduction in the "Aggregate Revolving Commitment" (as defined in
the Mission Credit Agreement) in the amount of such amount applied to prepay the
"Revolving Loans"), provided that,
notwithstanding the foregoing, if there exists no Default on such day or the
following day, such amounts shall be applied to prepay either or both of (x) the
Revolving Loans and will not result in a reduction in the Aggregate Revolving
Commitment and (y) the "Revolving Loans" (as defined in the Mission Credit
Agreement) and will not result in a reduction in the "Aggregate Revolving
Commitment" (as defined in the Mission Credit Agreement).

       

      (h)           The
Borrower shall pay, together with each prepayment under this Section 10.19,
accrued interest on the amount prepaid and any amounts required pursuant to
Section 3.05;
provided
that interest to be paid in connection with any such prepayment of Base Rate
Loans (other than a prepayment in full) shall instead be paid on the next
occurring Interest Payment Date.

       

      (i)           Any
prepayments pursuant to this Section 10.19
made on a day other than an Interest Payment Date for any Loan shall be applied
first to any Base Rate Loans then outstanding and then to Eurodollar Loans with
the shortest Interest Periods remaining.

       

      (j)           Any
prepayment of Term B Loans pursuant to this Section 10.19 shall
be applied to the remaining scheduled installments of Term B Loans to be made
pursuant to Section
2.07(a), pro rata (based on the then remaining amounts of such remaining
installments).

       

      (k)           Notwithstanding
anything to the contrary contained in this Section 10.19, any
Term B Lender may elect, by delivering written notice to the Administrative
Agent prior to the receipt thereof, not to receive its pro rata portion of any
mandatory prepayment that would otherwise be payable to such Term B Lender
pursuant to this Section 10.19,
whereupon such portion shall be reallocated to prepay the outstanding principal
amount of all Term B Loans and Revolving Loans other than the Term B Loans held
by such Term B Lender and any other Term B Lender that has elected not to
receive its pro rata portion of such mandatory prepayment, on a pro rata basis
among such Loans.

       

      (l)           Each
Nexstar Entity, as applicable and required in Sections 10.19(b), (c) and
(e) above and otherwise by the terms of this Agreement, shall deliver to
the Administrative
Agent, promptly upon receipt thereof, all Net Cash Proceeds, Extraordinary
Receipts and Net Issuance Proceeds that (i) may be applied to or used to
replace, rebuild or repair, in the case of Extraordinary Receipts constituting
casualty insurance, (ii) the Borrower determines in good faith should be
reserved for post-closing adjustments or liabilities in connection with
Dispositions or (iii) may be used to redeem Unsecured Notes, in each case
only as permitted by Sections 10.19(b), (c)
or (e), to be held as cash collateral securing the Obligations in a Cash
Collateral Account pending such use or application as a prepayment.

       

      (m)           In
the event that any provision of this Section 10.19
conflicts with any provision of Section 2.06, this
Section 10.19
shall control in all cases.

       

      10.20           ENTIRE
AGREEMENT.  THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS
AMONG THE PARTIES.

       

      10.21           No Advisory or Fiduciary
Responsibility.  In connection
with all aspects of each transaction contemplated hereby (including in
connection with any amendment, waiver or other modification hereof or of any
other Loan Document), the Borrower acknowledges and agrees, and acknowledges its
Subsidiaries', Parent Guarantors' and Affiliates’ understanding, that:
(i) (A) the arranging and other services regarding this Agreement
provided by the Agents are arm’s-length commercial transactions between the
Borrower its Subsidiaries', Parent Guarantors' and its Affiliates, on the one
hand, and the Administrative Agent and the Agents, on the other hand, (B) the
Borrower has consulted its own legal, accounting, regulatory and tax advisors to
the extent it has deemed appropriate, and (C) the Borrower is capable of
evaluating, and understands and accepts, the terms, risks and conditions of the
transactions contemplated hereby and by the other Loan Documents; (ii) (A) each
of the Administrative Agent and the other Agents is and has been acting solely
as a principal and, except as expressly agreed in writing by the relevant
parties, has not been, is not, and will not be acting as an advisor, agent or
fiduciary for the Borrower, any of its Subsidiaries', Parent Guarantors' or any
of its Affiliates, or any other Person and (B) neither the Administrative Agent
nor any of the other Agents has any obligation to the Borrower, any of its
Subsidiaries', Parent Guarantors' or any of its Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth
herein and in the other Loan Documents; and (iii) the Administrative Agent and
the other Agents and their respective Affiliates may be engaged in a broad range
of transactions that involve interests that differ from those of the Borrower,
any of its Subsidiaries', Parent Guarantors' and its Affiliates, and neither the
Administrative Agent nor any of the other Agents has any obligation to disclose
any of such interests to the Borrower, any of its Subsidiaries', Parent
Guarantors' or its Affiliates.  To the fullest extent permitted by
law, the Borrower hereby waives and releases any claims that it may have against
the Administrative Agent and the other Agents with respect to any breach or
alleged breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.

       

      10.22           Time of the
Essence.  Time is of the essence in the Loan
Documents.

       


      
        
          
             

            


            


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      [Remainder
of page is intentionally left blank; signature pages follow]

       


      
        
          
             

            


            


            5432462v.2
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          68

           


        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Fourth Amended and Restated
Credit Agreement to be duly executed and delivered by their proper and duly
authorized officers as of the day and year first above written.

       

      BORROWER:

      


      NEXSTAR BROADCASTING,
INC.

      


      


      


      By:           

      Name:           

      Title:           

      


      Address:

      5215 N.
O'Connor Blvd., Suite 1400

      Irving,
TX 75039

      Telephone:
(972) 373-8800

      Facsimile:
(972) 373-8888

      Attention:  Perry
Sook


      
        
          
            


            5432462v.2
25690/684

          

           


        

        
          69

           


        

        
           


        

      


      PARENT
GUARANTORS:

      


      NEXSTAR
BROADCASTING GROUP, INC.

      NEXSTAR
FINANCE HOLDINGS, INC.

      


      


      By:                                                                

      Name:                                                                

      Title:                                                                

      


      Address:

      5215 N.
O'Connor Blvd., Suite 1400

      Irving,
TX 75039

      Telephone:
(972) 373-8800

      Facsimile:
(972) 373-8888

      Attention:  Perry
Sook


      
        
          
            


            


            5432462v.2
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          70

           


        

        
           


        

      


      ADMINISTRATIVE
AGENT, CO-SYNDICATION AGENTS, L/C ISSUER AND LENDERS:

      


      BANK OF
AMERICA, N.A.,

      as
Administrative Agent, as L/C Issuer

      and as a
Lender

      


      


      By:                                                                

      Name:                                                                

      Title:                                                                


      
        
          
            


            


            5432462v.2
25690/684

          

           


        

        
          71

           


        

        
           


        

      


      Annex II

       

      [See
Attached]

       


      
        
           


        

        
          72

           


        

        
           


        

      


      SCHEDULE
1.01A

       

      NEXSTAR/MISSION
AGREEMENTS

       

      KAMC

      


      Shared
Services Agreement dated as of February 16, 1999, by and between VHR
Broadcasting of Lubbock, Inc. and Quorum Broadcasting of Texas, Inc., as amended
by those certain amendments dated April 1999, December 30, 2003, November 16,
2004 and December 30, 2005, as extended by letter agreement on February 2, 2009;
expires February 15, 2019.

      


      Agreement
for the Sale of Commercial Time dated as February 16, 1999, by and between VHR
Broadcasting of Lubbock, Inc. and Quorum Broadcasting of Texas, Inc., as amended
by those certain amendments dated April 1999 and December 30, 2003, as extended
by letter agreement on February 2, 2009; expires February 15, 2019.

      


      Option
Agreement dated as of December 30, 2003 by and among Mission Broadcasting, Inc.,
David Smith and Nexstar Broadcasting, Inc; expires December 30,
2012.

      


      KCIT/KCPN

      


      Shared
Services Agreement dated as of May 1, 1999, by and between Mission Broadcasting
of Amarillo, Inc. and Quorum Broadcasting of Amarillo, LLC, as amended by those
certain amendments December 30, 2003 and December 30, 2005, as extended by
letter agreement on May 13, 2009; expires April 30, 2019.

      


      Agreement
for the Sale of Commercial Time dated as May 1, 1999, by and between Mission
Broadcasting of Amarillo, Inc. and Quorum Broadcasting of Amarillo, LLC, as
amended by that certain amendment dated December 30, 2005, as extended by letter
agreement on May 13, 2009; expires April 30, 2019.

      


      Option
Agreement dated as of May 1, 1999 by and among Mission Broadcasting of Amarillo,
Inc., David Smith and Quorum Broadcasting of Amarillo, LLC, as amended by that
certain amendment dated as of March 16, 2009 by and among Mission Broadcasting,
Inc. as successor-in-interest to Mission Broadcasting of Amarillo, Inc., David
Smith and Nexstar Broadcasting, Inc. as successor-in-interest to Quorum
Broadcasting of Amarillo, LLC; expires May 1, 2018.

      


      KFTA

      


      Time
Brokerage Agreement dated as of August 25, 2006 by and between Nexstar
Broadcasting, Inc. and Mission Broadcasting, Inc., as amended by that certain
amendment dated as of March 31, 2008; terminates on Closing of sale of KFTA to
Mission or if earlier terminated by the parties.

      


      KHMT


      Time
Brokerage Agreement dated as of December 14, 1994 by and between Big Horn
Communications, Inc. and National Indian Media Foundation, as amended June 20,
2000 by an amendment between Quorum Broadcasting of Montana, LLC, as
successor-in-interest to Big Horn Communications, Inc., and Wolf Mountain
Broadcasting, Inc. (f/k/a National Indian Media Foundation) as further amended
on January 23, 2002 by an amendment between Quorum Broadcasting of Montana, LLC
and VHR Broadcasting of Billings, LLC as successor-in-interest to Wolf Mountain
Broadcasting, Inc., as extended by letter agreement dated June 1, 2004; expires
December 14, 2009.

      


      Option
Agreement dated as of December 30, 2003 by and among Mission Broadcasting, Inc.,
David Smith and Nexstar Broadcasting, Inc; expires December 30,
2012.

      


      KJTL/KJBO

      


      Shared
Services Agreement dated as of June 1, 1999 by and between Mission Broadcasting
of Wichita Falls, Inc. and Nexstar Broadcasting of Wichita Falls, L.P., as
amended by those certain amendments dated January 1, 2004 and December 30, 2005,
as extended by letter agreement dated May 13, 2009; expires May 31,
2019.

      


      Agreement
for the Sale of Commercial Time dated as of June 1, 1999 by and between Mission
Broadcasting of Wichita Falls, Inc. and Nexstar Broadcasting of Wichita Falls,
L.P., as amended by that certain amendment dated January 1, 2004, as extended by
letter agreement dated May 13, 2009; expires May 31, 2019.

      


      Option
Agreement dated as of June 1, 1999 by and among Mission Broadcasting of Wichita
Falls, Inc., David Smith and Nexstar Broadcasting of Wichita Falls, L.P., as
amended by that certain amendment dated as of February 10, 2009 by and among
Mission Broadcasting, Inc. as successor-in-interest to Mission Broadcasting of
Wichita Falls, Inc., David Smith and Nexstar Broadcasting, Inc. as
successor-in-interest to Nexstar Broadcasting of Wichita Falls, L.P.; expires
June 1, 2018.

      


      KODE

      


      Shared
Services Agreement dated as of April 1, 2002 by and between Mission Broadcasting
of Joplin, Inc. and Nexstar Broadcasting of Joplin, L.L.C., as amended by those
certain amendments dated November 16, 2004 and December 30, 2005; expires March
31, 2012.

      


      Agreement
for the Sale of Commercial Time dated as of June 20, 2002 by and between Mission
Broadcasting of Joplin, Inc. and Nexstar Broadcasting of Joplin, L.L.C., as
amended and made effective on October 1, 2004; expires September 30,
2014.

      


      Option
Agreement dated as of April 24, 2002 by and among Mission Broadcasting, Inc.,
David Smith and Nexstar Broadcasting, Inc; expires April 24, 2011.

      


      KOLR


      Shared
Services Agreement dated as of February 16, 1999, by and between VHR
Broadcasting of Springfield, Inc. and Quorum Broadcasting of Missouri, Inc., as
amended by those certain amendments dated February 16, 1999 and December 30,
2003, as extended by letter agreement on February 2, 2009; expires February 15,
2019.

      


      Agreement
for the Sale of Commercial Time dated as February 16, 1999, by and between VHR
Broadcasting of Springfield, Inc. and Quorum Broadcasting of Missouri, Inc., as
amended by those certain amendments dated February 16, 1999 and December 30,
2003, as extended by letter agreement on February 2, 2009; expires February 15,
2019.

      


      Option
Agreement dated as of December 30, 2003 by and among Mission Broadcasting, Inc.,
David Smith and Nexstar Broadcasting, Inc.; expires December 30,
2012.

      


      KRBC

      


      Shared
Services Agreement dated as of June 13, 2003 by and between Mission
Broadcasting, Inc. and Nexstar Broadcasting of Abilene, L.L.C., as amended by
those certain amendments dated June 1, 2004 and December 30, 2005; expires June
12, 2013.

      


      Agreement
for the Sale of Commercial Time dated  as of June 13, 2003 by and
between Mission Broadcasting, Inc. and Nexstar Broadcasting of Abilene, L.L.C.,
as amended on June 1, 2004; expires June 30, 2014.

      


      Option
Agreement dated as of June 13, 2003 by and among Mission Broadcasting, Inc.,
David Smith and Nexstar Broadcasting of Abilene, L.L.C.; expires June 13,
2012.

      


      KSAN

      


      Shared
Services Agreement dated as of June 1, 2014 by and between Mission Broadcasting,
Inc and Nexstar Broadcasting, Inc. as amended by that certain amendment dated
December 30, 2005; expires May 31, 2014.

      


      Agreement
for the Sale of Commercial Time dated as of June 1, 2014 by and between Mission
Broadcasting, Inc and Nexstar Broadcasting, Inc.; expires May 31,
2014.

      


      Option
Agreement dated as of June 13, 2003 by and among Mission Broadcasting, Inc.,
David Smith and Nexstar Broadcasting of Abilene, L.L.C.; expires June 13,
2012.

      


      
        
          
             


          

          
            73

             


          

          
             


          

        
KTVE

      


      Shared
Services Agreement dated as of January 16, 2008 by and between Mission
Broadcasting, Inc. and Nexstar Broadcasting, Inc.; expires January 15,
2018.

       
 

      Agreement
for the Sale of Commercial Time dated as of January 16, 2008 by and between
Mission Broadcasting, Inc. and Nexstar Broadcasting, Inc.; expires January 15,
2008.

       
 



      Option
Agreement dated as of January 16, 2008 by and among Mission Broadcasting, Inc.,
David Smith and Nexstar Broadcasting, Inc.; expires January 16,
2017.

      


      WFXP

      


      Time
Brokerage Agreement dated as of April 1, 1996 by and between SJL Communications,
L.P. and NV Acquisition Co., as amended by those certain amendments dated April
30, 1996, August 16, 1996, July 31, 1998 and July 17, 2006; expires August 16,
2011.

       
 

      Option
Agreement dated as of December 1, 2005 by and among Mission Broadcasting, Inc.,
David Smith and Nexstar Broadcasting, Inc.; expires December 1,
2014.

      


      WFXW

      


      Shared
Services Agreement dated as of May 9, 2003 by and between Mission Broadcasting,
Inc. and Nexstar Broadcasting of the Midwest, Inc., as amended by those certain
amendments dated January 13, 2004 and November 16, 2004; expires May 8,
2013.

      


      Agreement
for the Sale of Commercial Time by and between Mission Broadcasting, Inc. and
Nexstar Broadcasting of the Midwest, Inc., as amended by that certain amendment
dated January 13, 2004; expires May 8, 2013.

      


      Option
Agreement dated as of May 9, 2003 by and among Mission Broadcasting, Inc., David
Smith and Nexstar Broadcasting of the Midwest, Inc.; expires May 9
2012.

      


      WTVO

      


      Shared
Services Agreement dated as of November 1, 2004 by and between Mission
Broadcasting and Nexstar Broadcasting as amended by that certain amendment dated
December 30, 2005; expires October 31, 2014.

      


      Agreement
for the Sale of Commercial Time dated as of November 1, 2004 by and between
Mission Broadcasting and Nexstar Broadcasting, Inc.; expires October 31,
2014.

      


      Option
Agreement dated as of November 1, 2004 by and among Mission Broadcasting, Inc.,
David Smith and Nexstar Broadcasting, Inc.; expires November 1,
2013.

      


      WUTR

      


      Shared
Services Agreement dated as of April 1, 2004 by and between Mission
Broadcasting, Inc. and Nexstar Broadcasting, Inc.; expires March 31,
2014.

      


      Agreement
for the Sale of Commercial Time dated as of April 1, 2004 by and between Mission
Broadcasting, Inc. and Nexstar Broadcasting, Inc.; expires March 31,
2014.


      Option
Agreement dated as of April 1, 2004 by and among Mission Broadcasting, Inc.,
David Smith and Nexstar Broadcasting, Inc.; expires April 1, 2013.

      


      WYOU

      


      Shared
Services Agreement dated as of January 5, 1998 by and between Bastet
Broadcasting, Inc. and Nexstar Broadcasting of Northeastern Pennsylvania, L.P.,
as amended by those certain amendments dated as of November 16, 2004, December
30, 2005 and April 1, 2009; expires .

      


      Agreement
for the Sale of Commercial Time dated as of June 30, 2003 by and between Mission
Broadcasting, Inc. and Nexstar Broadcasting of Northeastern Pennsylvania,
L.L.C., as amended by that certain amendment dated as of October 1, 2004;
expires September 30, 2014.

      


      Option
Agreement dated as of May 19, 1998 by and among Bastet Broadcasting, Inc., David
Smith and Nexstar Broadcasting of Northeastern Pennsylvania, L.P. as amended on
February 10, 2009 by that certain amendment by Mission Broadcasting, Inc. as
successor-in-interest to Bastet Broadcasting, Inc., David Smith and Nexstar
Broadcasting, Inc. as successor-in-interest to Nexstar Broadcasting of
Northeastern Pennsylvania, L.P.; expires May 19, 2018.

       


      
        
           


        

        
          74

           


        

        
           


        

      


      SCHEDULE
1.01(B)

       

      PRO
FORMA ADJUSTMENTS TO CONSOLIDATED OPERATING CASH FLOW

       

      


       

      See
Attached.

       

      


       


      
        
           


        

        
          75

           


        

        
           


        

      


      SCHEDULE
1.01(C)

       

      PERMITTED
REVOLVER REALLOCATION

       


      
        
           


        

        
          76

           


        

        
           


        

      


      SCHEDULE
2.01

       

      COMMITMENTS

       


      
        
           


        

        
          77

           


        

        
           


        

      


      SCHEDULE
5.07

       

      ERISA
COMPLIANCE

       

      None.

       


      
        
           


        

        
          78

           


        

        
           


        

      


      SCHEDULE
5.09

       

      MORTGAGED
PROPERTIES2

       

      OWNED
PROPERTY

       

      
        	
                Station
      Metropolitan Area in Use

              	
                Station

                Identifier

              	
                Percent

                Ownership

              	
                Address

              	
                County

              	
                Title
      Holder

              
	
                NEXSTAR
      BROADCASTING, INC.

              
	
                WBRE—Wilkes
      Barre-Scranton, PA

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.30.

              	
                Office-Studio-

              	
                PA
      1

              	
                100%
      Owned

              	
                52-62
      Franklin Street

              	
                Luzerne
      (Wilkes-Barre)

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.31.

              	
                Tower/Transmitter
      Site—Williamsport (Translator Station)

              	
                PA
      2

              	
                33%
      Owned -(33% owned by WYOU)

              	
                Loyalsock
      Township

              	
                Lycoming

              	
                Nexstar
      Broadcasting, Inc., as to 33% ownership

              
	
                Sec.32.

              	
                Tower/Transmitter
      Site—Sharp Mountain (Translator Station)

              	
                PA
      3

              	
                33%
      Owned -(33% owned by WYOU)

              	
                Pottsville

              	
                Schuylkill

              	
                Nexstar
      Broadcasting, Inc., as to 33% ownership

              
	
                Sec.33.

              	
                Tower/Transmitter
      Site—Blue Mountain (Translator Station)

              	
                PA
      4

              	
                100%
      Owned

              	
                Hanover
      Township

              	
                Luzerne
      (Penobscot Mountain)

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.34.

              	
                Main
      Tower/Transmitter Site—Penobscot Mountain

              	
                PA
      5

              	
                100%
      Owned

              	
                Township
      of Washington and Township of East Penn

              	
                Lehigh
      and Carbon

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WJET—Erie,
      PA

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.35.

              	
                Office
      -Studio; Tower/Transmitter Site

              	
                PA
      6

              	
                100%
      Owned

              	
                8455
      Peach Street

              	
                Erie

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WTAJ—Altoona-Johnstown,
      PA

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.36.

              	
                Tower/Transmitter
      Site

              	
                PA
      7

              	
                100%
      Owned

              	
                Wopsononock
      Mountain (Blair County, Logan Township)

              	
                Blair

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KARK—Little
      Rock-Pine Bluff, AR

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.37.

              	
                Tower/Transmitter
      Site

              	
                AR
      1

              	
                100%
      Owned

              	
                13
      miles NW of Little Rock

              	
                Little
      Rock

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KFTA/KNWA—Fort
      Smith-Fayetteville-Springdale-Rogers, AR

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.38.

              	
                KFTA
      Tower/Transmitter Site

              	
                AR
      2

              	
                100%
      Owned

              	
                19209
      Cartwright Mountain Road

              	
                Crawford

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.39.

              	
                KFTA
      Microwave Relay Site

              	
                AR
      3

              	
                100%
      Owned

              	 
      	
                Crawford

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KTAL—Shreveport,
      LA

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.40.

              	
                Office-Studio;
      Transmitter/Tower Site

              	
                LA
      1

              	
                100%
      Owned

              	
                Old
      Atlanta Road

              	
                Caddo
      Parish

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.41.

              	
                Office-Studio

              	
                LA
      2

              	
                100%
      Owned

              	
                3150
      North Market

              	
                Caddo
      Parish

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.42.

              	
                Equipment
      Building—Texarkana

              	
                TX
      13

              	
                100%
      Owned

              	
                College
      Drive

              	
                Bowie

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KARD—Monroe,
      LA

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.43.

              	
                Office-Studio

              	
                LA
      4

              	
                100%
      Owned

              	
                200
      Pavilion Road

              	
                Ouachita
      Parish

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WROC—Rochester,
      NY

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.44.

              	
                Office-Studio

              	
                NY
      1

              	
                100%
      Owned

              	
                201
      Humboldt Street

              	
                Monroe

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.45.

              	
                Tower/Transmitter
      Site

              	
                NY
      2

              	
                100%
      Owned

              	
                Town
      of Brighton

              	
                Monroe

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.46.

              	
                Tower/Transmitter
      Site

              	
                NY
      3

              	
                50%
      Owned

              	
                Pinnacle
      Hill

                Town
      of Brighton

              	
                Monroe

              	
                Nexstar
      Broadcasting, Inc., as to 50% ownership

              
	
                WFXV—Utica,
      NY

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.47.

              	
                Tower/Transmitter
      Site—Burlington Flats (Translator Station)

              	
                NY
      4

              	
                100%
      Owned

              	
                Klock
      Hill Road

              	
                Otsego

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WCIA/WCFN—Champaign-Springfield-Decatur,
      IL

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.48.

              	
                Office-Studio

              	
                IL
      1

              	
                100%
      Owned

              	
                509
      South Neil Street

              	
                Champaign

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.49.

              	
                Tower/Transmitter
      Site - WCIA Main Tower

              	
                IL
      2

              	
                100%
      Owned

              	
                State
      Hwy 10- 10 miles west of Champaign

              	
                Champaign

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.50.

              	
                Tower/Transmitter
      Site—Springfield Tower

              	
                IL
      3

              	
                100%
      Owned

              	 
      	
                LaSalle

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.51.

              	
                Tower/Transmitter
      Site—Dewitt Tower

              	
                IL
      4

              	
                100%
      Owned

              	 
      	
                Dewitt

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.52.

              	
                Tower/Transmitter
      Site—WCFN Logan Tower

              	
                IL
      8

              	
                100%
      Owned

              	 
      	
                Logan

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.53.

              	
                Tower/Transmitter
      Site—WCFN Sangamon Tower

              	
                IL
      9

              	
                100%
      Owned

              	
                Approx
      7 miles east of city center

              	
                Sangamon

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WMBD—Peoria-Bloomington,
      IL

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.54.

              	
                Office-Studio

              	
                IL
      5

              	
                100%
      Owned

              	
                3131
      N. University Street

              	
                Peoria

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.55.

              	
                Tower/Transmitter
      Site-Tazwell Tower

              	
                IL
      6

              	
                100%
      Owned

              	
                5
      miles SE of Peoria

              	
                Tazwell

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KBTV—Beaumont-Port
      Arthur, TX

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.56.

              	
                Tower/Transmitter
      Site

              	
                TX
      1

              	
                100%
      Owned

              	
                2.4
      miles south off Highway 12 in Vidor

              	
                Orange

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KFDX—Wichita
      Falls, TX—Lawton, OK

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.57.

              	
                Office-Studio—Tower/Transmitter
      Site

              	
                TX
      2

              	
                100%
      Owned

              	
                4500
      Seymour Hwy

              	
                Wichita

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KMID—Odessa-Midland,
      TX

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.58.

              	
                Office-Studio

              	
                TX
      3

              	
                100%
      Owned

              	
                3200
      La Force Blvd

              	
                Midland

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.59.

              	
                Old
      Main Tower/Transmitter Site

                (No
      longer in use by Nexstar)

              	
                TX
      4

              	
                100%
      Owned

              	 
      	
                Midland,
      Ector, Andrews

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.60.

              	
                Translator
      Tower/Transmitter Site

              	
                TX
      5

              	
                100%
      Owned

              	 
      	
                Midland

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KTAB—Abilene-Sweetwater,
      TX

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.61.

              	
                Tower/Transmitter
      Site

              	
                TX
      6

              	
                100%
      Owned

              	
                Intersection
      of 23 KMSE Abilene, TX, 0.9 KMSE and TX 36 and FM 1178

              	
                Callahan/Taylor

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KLST—San
      Angelo, TX

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.62.

              	
                Office-Studio

              	
                TX
      7

              	
                100%
      Owned

              	
                2800
      Armstrong Street

              	
                Tom
      Green/Concho

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.63.

              	
                Tower/Transmitter
      Site

              	
                TX
      8

              	
                100%
      Owned

              	 
      	
                Tom
      Green/Conhco

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KAMR—Amarillo,
      TX

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.64.

              	
                Office-Studio

              	
                TX
      9

              	
                100%
      Owned

              	
                1015
      South Fillmore Street

              	
                Potter

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KLBK—Lubbock,
      TX

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.65.

              	
                Office-Studio

              	
                TX
      10

              	
                100%
      Owned

              	
                7403
      S. University

              	
                Lubbock

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KSNF—Joplin,
      MO-Pittsburg, KS

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.66.

              	
                Office-Studio
      and Tower

              	
                MO
      1

              	
                100%
      Owned

              	
                Cleveland
      Ave

              	
                Jasper

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KQTV—St.
      Joseph, MO

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.67.

              	
                Office-Studio;
      Tower/Transmitter Site

              	
                MO
      2

              	
                100%
      Owned

              	
                4000
      Faraon Street

              	
                Buchanan

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WDHN—Dothan,
      AL

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.68.

              	
                Office-Studio—Tower/Transmitter
      Site

              	
                AL
      1

              	
                100%
      Owned

              	
                5274
      State Hwy 52 East

              	
                Houston

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WTWO—Terre
      Haute, IN

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.69.

              	
                Office-Studio—Tower/Transmitter
      Site

              	
                IN
      1

              	
                100%
      Owned

              	
                10849
      N. US Hwy 41

              	
                Sullivan

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WTVW—Evansville,
      IN

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.70.

              	
                Office-Studio

              	
                IN
      2

              	
                100%
      Owned

              	
                477
      Carpenter Street

              	
                Vanderburgh

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WFFT—Fort
      Wayne, IN

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.71.

              	
                Office-Studio

              	
                IN
      3

              	
                100%
      Owned

              	
                3707
      Hillegas Road

              	
                Allen

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KSVI—Billings,
      MT

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.72.

              	
                Office-Studio

              	
                MT
      1

              	
                100%
      Owned

              	
                445
      South 24th Street, Valleny View

              	
                Yellow-stone

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WCWJ—Jacksonville,
      FL

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.73.

              	
                Office-Studio;
      Tower/Transmitter Site

              	
                FL
      1

              	
                100%
      Owned

              	
                9117
      Hogan Road

              	
                Duval

              	
                Nexstar
      Broadcasting, Inc.

              


      

      


      


      


      

        

      

        
        2           Properties
not to be mortgaged will be indicated with an asterisk (*).

         

      


      
        
           


        

        
          79

           


        

        
           


        

      


      OWNED
PROPERTY

       

      
        	
                Station
      Metropolitan Area in Use

              	
                Station

                Identifier

              	
                Percent
      Ownership

              	
                Address

              	
                County

              	
                Title
      Holder

              
	
                MISSION
      BROADCASTING, INC.

              
	
                WYOU—Wilkes
      Barre-Scranton, PA

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.74.

              	
                Main
      Tower/Transmitter Site—Penobscot Mountain

              	
                PA8

              	
                100%
      Owned

              	
                Township
      of Washington and Township of East Penn

              	
                Lehigh
      and Carbon

              	
                Mission
      Broadcasting, Inc.

              
	
                Sec.75.

              	
                Tower/Transmitter
      Site—Bald Mountain (Translator Station)

              	
                PA9

              	
                100%
      Owned

              	 
      	 
      	
                Mission
      Broadcasting, Inc.

              
	
                Sec.76.

              	
                Tower/Transmitter
      Site—Williamsport (Translator Station)

              	
                PA
      2

              	
                33%
      Owned (33% owned by WBRE)

              	
                Loyalsock
      Township

              	
                Lycoming

              	
                Mission
      Broadcasting, Inc.

              
	
                Sec.77.

              	
                Tower/Transmitter
      Site—Sharp Mountain (Translator Station)

              	
                PA
      3

              	
                33%
      Owned (33% owned by WBRE)

              	
                Pottsville

              	
                Schuykill

              	
                Mission
      Broadcasting, Inc.

              
	
                WFXW—Terre
      Haute, IN

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.78.

              	
                Tower/Transmitter
      Site

              	
                IN
      4

              	
                100%
      Owned

              	
                W
      OF US HWY 41 APPROX 1 MI SW

              	
                Sullivan

              	
                Mission
      Broadcasting, Inc.

              
	
                KODE—Joplin,
      MO-Pittsburg, KS

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.79.

              	
                Office-Studio

              	
                MO
      4

              	
                100%
      Owned

              	
                1928
      West 13th
      Street

              	
                Jasper

              	
                Mission
      Broadcasting, Inc.

              
	
                KRBC—Abilene-Sweetwater,
      TX

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.80.

              	
                Office-Studio

              	
                TX
      11

              	
                100%
      Owned

              	
                4510
      S 10th Street

              	
                Taylor

              	
                Mission
      Broadcasting, Inc.

              
	
                Sec.81.

              	
                Old
      Main Tower/Transmitter Site

                (No
      longer in use by Mission)

              	
                TX
      12

              	
                100%
      Owned

              	 
      	 
      	
                Mission
      Broadcasting, Inc.

              
	
                KOLR—Springfield,
      MO

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.82.

              	
                Office-Studio

              	
                MO
      5

              	
                100%
      Owned

              	
                2650
      E. Division Street

              	
                Greene

              	
                Mission
      Broadcasting, Inc.

              
	
                WUTR—Utica,
      NY

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.83.

              	
                Office-Studio;
      Tower/Transmitter Site

              	
                NY
      5

              	
                100%
      Owned

              	
                5956
      Smith Hill Road, Deerfield

              	
                Oneida

              	
                Mission
      Broadcasting, Inc.

              
	
                WTVO—Rockford,
      IL

              	 
      	 
      	 
      	 
      	 
      
	
                Sec.84.

              	
                Office-Studio-Tower/Transmitter
      Site

              	
                IL
      7

              	
                100%
      Owned

              	
                1917
      Meridian Road, Rockford, IL 61103

              	
                Winnebago

              	
                Mission
      Broadcasting, Inc.

              


      

      


       


      
        
           


        

        
          80

           


        

        
           


        

      


      LEASED
PROPERTY3,4

       

      
        	
                Station
      Metropolitan Area in use

              	
                Address

              	
                Landlord

              	
                Tenant

              
	
                Nexstar
      Broadcasting, Inc.  – Tower Sites

              
	
                WHAG
      - Washington, DC/Hagerstown, MD

              	 
      
	
                Sec.85.

              	 
      	
                Top
      of Fairview Mountain, Washington County, MD

              	
                American
      Towers, Inc.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.86.**

              	
                (access
      road to tower site)

              	
                Washington
      County, MD

              	
                Department
      of Natural Resources, State of Maryland

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WTVW
      - Evansville, IN

              	 
      
	
                Sec.87.

              	 
      	
                Near
      688 Old Plank Road, Chandler, IN

              	
                American
      Towers, Inc.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                *KSFX -
      Springfield, MO

              	 
      
	
                Sec.88.

              	 
      	
                Hwy
      FF, 2.5 miles north northeast of Fordland, MO

              	
                American
      Towers, Inc.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KAMR
      - Amarillo, TX

              	 
      
	
                Sec.89.

              	 
      	
                0.9
      miles west of U.S. 87, 0.6 miles south of Givens Ave., Amarillo,
      TX

              	
                American
      Towers, Inc.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.90.**

              	
                Ground
      Lease

              	
                Deaf
      Smith County, Texas (Section 30, Township 5 North, Range 2
      East)

              	
                Bridwell
      West Ranch II, LLP

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KARD
      - Monroe, LA

              	 
      
	
                Sec.91.

              	 
      	
                Near
      5 1/2 miles west of Columbia on LA Hwy 4, Columbia, LA

              	
                American
      Towers, Inc.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KLBK
      - Lubbock, TX

              	 
      
	
                Sec.92.

              	 
      	
                Near
      7403 S. University Ave., Lubbock, TX

              	
                American
      Towers, Inc.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WFXV
      - Utica, NY  (No longer in use by Nexstar)

              	 
      
	
                Sec.93.

              	
                Ground
      Lease

              	
                Skyline
      Drive, Prospect Hill Park, Kirkland, NY

              	
                Promedia
      Corporation

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.94.

              	 
      	
                Hardscrabble
      Road, Bridgewater, NY

              	
                William
      Stephen

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KSVI
      - Billings, MT

              	 
      
	
                Sec.95.

              	 
      	
                Near
      Gravel Pi Site Emerald Hills Subdivision, Billings, MT

              	
                American
      Towers, Inc.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.96.**

              	 
      	
                Miles
      City, Custer County, MT

              	
                KTVQ
      Communications, Inc.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.97.**

              	 
      	
                Little
      Wolf Auxiliary Communications Site, Sarpy, MT

              	
                Montana
      Power Company

              	 
      
	
                Sec.98.**

              	 
      	
                1613
      Coburn Road

                Billings,
      MT

              	
                Antilles
      Wireless, L.L.C.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.99.**

              	 
      	
                Stillwater
      County, MT

              	
                State
      of Montana Dept of Natural Resources

              	 
      
	
                Sec.100.**

              	 
      	
                Rosebud
      County, MT

              	
                Bureau
      of Land Management, Department of the Interior

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.101.**

              	 
      	
                1920
      Sweet Medicine Drive, Bldg 25

                Billings,
      MT

              	
                Iceland

              	 
      
	
                Sec.102.**

              	 
      	
                1920
      Sweet Medicine Drive, Bldg 50

                Billings,
      MT

              	
                Iceland

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.103.

              	 
      	
                Hardin,
      Big Horn County, MT

              	
                Will
      Redden

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.104.**

              	
                (transmitter
      site) NOTE - Nexstar not operating this site, has not yet returned license
      to FCC

              	
                Bosin
      Rock, Bighorn National Forest

              	
                Northern
      Wyoming Community College

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WQRF
      - Rockford, IL

              	 
      
	
                Sec.105.

              	 
      	
                Auburn
      Road, Rockford, IL

              	
                American
      Towers, Inc.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KMID
      – Midland, TX

              
	
                Sec.106.**

              	 
      	
                Andrews
      County

              	
                Pinnacle
      Towers, LLC

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KNWA
      – Rogers, AR

              
	
                Sec.107.

              	 
      	
                Posey
      Mountain Road

                Garfield,
      AR

              	
                Clark
      Communications

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WFFT
      – Fort Wayne, IN

              
	
                Sec.108.

              	 
      	
                3707
      Hillegas Road

              	
                American
      Towers, Inc.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WLYH
      – Lancaster, PA

              
	
                Sec.109.

              	 
      	
                Butler
      Road South Mountain

                Lancaster,
      PA

              	
                Clear
      Channel Communications

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WTAJ—Altoona-Johnstown,
      PA

              
	
                Sec.110.**

              	 
      	
                Tussey
      Mountain, Pine Grove Mills, PA

              	
                Hilltop
      Tower Leasing, Inc.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.111.**

              	 
      	
                RD
      6 Laurel Ridge, Cambria County, PA

              	
                Multicomm,
      Inc.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.112.

              	 
      	
                Conemaugh
      Tounship, County of Cambria, PA

              	
                Forever
      of PA, Inc.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.113.**

              	 
      	
                Tripoli
      Road, Cover Hill, Township of Conemaugh, County of Cambria,
    PA

              	
                Dame
      Media, Inc.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.114.**

              	 
      	
                US
      Route 322 (1 mile west of US 322 & State Route 153)

              	
                Centre
      Communications, Inc.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.115.**

              	
                (roof
      for camera)

              	
                University
      Park, Centre County, PA

              	
                Pennsylvania
      State University

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KFTA/KNWA—Fort
      Smith-Fayetteville-Springdale-Rogers, AR

              	 
      	 
      	 
      
	
                Sec.116.**

              	 
      	
                3333
      Pinnacle Hills Parkway, Pinnacle Point Drive, Suite 120A, City of Rogers,
      Benton County, AR

              	
                Parkway
      Towers Partners, LLC

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.117.

              	 
      	
                Kelley
      Highway Facility

              	
                JDG
      Television

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KSNF
      – Joplin, MO

              	 
      	 
      	 
      
	
                Sec.118.**

              	
                Ground
      Lease

              	
                14048
      Beech Road, Newton County, MO

              	
                Ernest
      E & Bonnie L Kimbrough

              	
                Nexstar
      Broadcasting, Inc

              
	
                KTAB
      –Abilene-Sweetwater, TX

              	 
      	 
      	 
      
	
                Sec.119.

              	 
      	
                Cottonwood,
      TX

              	
                Texas
      Communications

              	
                Nexstar
      Broadcasting, Inc

              
	
                KTAL
      –Shreveport, LA

              	 
      	 
      	 
      
	
                Sec.120.**

              	
                (roof)

              	
                2000
      CenturyTel Center Dr, Bossier City, LA

              	
                LMI/HHI,
      Ltd (City of Bossier City)

              	
                Nexstar
      Broadcasting, Inc

              
	
                Sec.121.**

              	
                (roof)

              	
                401
      Edwards Street, Shreveport, LA

              	
                Louisiana-Edwards
      Tower Operating Associates, L.P.

              	
                Nexstar
      Broadcasting, Inc

              
	
                Nexstar
      Broadcasting, Inc.  - Studio Buildings

              
	
                KARK
      - Little Rock-Pine Bluff, AR

              	 
      	 
      	 
      
	
                Sec.122.

              	 
      	
                Capitol
      and Victory Street, Victory Building, Little Rock, AR

              	
                Arkansas
      Teacher Retirement Systems

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.123.

              	
                (equipment
      on building)

              	
                501
      Main Street, Pine Bluff, AR

              	
                Simmons
      First National Bank

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KFTA/KNWA
      - Fort Smith-Fayetteville-Springdale-Rogers, AR

              	 
      	 
      	 
      
	
                Sec.124.

              	 
      	
                15
      South Block, The Campbell Bell Building, Fayetteville, AR

              	
                The
      Campbell Bell Building, LLC

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KBTV
      – Beaumont-Port Arthur, TX

              
	
                Sec.125.

              	 
      	
                Parkdale
      Mall

              	
                Parkdale
      Mall Associates

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.126.

              	 
      	
                3716
      Summerhill Rd., Suite 100

                Texarkana,
      Texas 75503

                 

              	
                George
      Lavendar

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WBRE—Wilkes
      Barre-Scranton, PA

              
	
                Sec.127.

              	 
      	
                47
      West 4th Street, Williamsport, Lycoming County, PA

              	
                47th
      West Fourth, L.L.C.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.128.

              	 
      	
                400
      Lackawanna Ave, Scranton, PA

              	
                Boscov's
      Department Store, Inc.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.129.

              	 
      	
                553
      Main Street, Stroudsburg, PA

              	
                Edwin
      and Barbara D. Krawitz

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WCIA/WCFN—Champaign-Springfield-Decatur,
      IL

              
	
                Sec.130.**

              	 
      	
                Suite
      1068, 250 North Water Street, Decatur, IL

              	
                BCK
      Barnes, LLC

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.131.

              	
                (Roof)

              	
                Suite
      1068, 250 North Water Street, Decatur, IL

              	
                BCK
      Barnes, LLC

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.132.**

              	 
      	
                Forum
      XXX Plaza, Springfield, IL

              	
                Hilton
      Springfield

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.133.**

              	
                (Roof)

              	
                Wolford
      Apartments, 9 E. Harrison Street, Danville, IL

              	
                Urban-Wolford,
      L.P.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WHAG
      - Washington, DC/Hagerstown, MD

              
	
                Sec.134.**

              	 
      	
                13
      East Washington Street, Hagerstown, Washington County,
      Maryland

              	
                Alexander
      House, Inc.

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.135.**

              	 
      	
                301
      East Patrick Street, Suite 200

                Frederick,
      MD

              	
                East
      Street, LLC

              	
                Nexstar
      Broadcasting, Inc.

              
	
                WTAJ—Altoona-Johnstown,
      PA

              
	
                Sec.136.

              	 
      	
                5000
      6th Avenue, Altoona, Blair County, PA

              	
                William
      P and Ann M. Benzel

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.137.**

              	 
      	
                1006
      West College Avenue, State College, PA

              	
                Raymond
      J. & Judith A. Caravan

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.138.**

              	 
      	
                Mini
      Mall, Cambria Township, Cambria County, PA

              	
                Edwin
      A. Long

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Sec.139.**

              	 
      	
                2
      West Avenue, Suite #2, Dubois, Clearfield County, PA

              	
                Kohlhepp
      Real Estate Investment Trust, LTD.

                 

              	
                Nexstar
      Broadcasting, Inc.

              
	
                KTAL
      - Shreveport, LA

              	 
      	 
      	 
      
	
                Sec.140.

              	 
      	
                3712
      Summerhill Road, Texarkana, TX

              	
                George
      Lavender

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Nexstar
      Broadcasting , Inc. – Corporate Headquarters

              
	
                Sec.141.

              	 
      	
                5215
      N. O’Connor Blvd

                Suite
      1400

                Irving,
      TX

              	
                Cimarex
      Energy Co – Sublandlord

                (TIAA
      Realty, Inc.-landlord)

              	
                Nexstar
      Broadcasting, Inc.

              
	
                Mission
      Broadcasting , Inc. – Tower Sites

              
	
                KJTL
      - Wichita Falls, TX - Lawton, OK

              
	
                Sec.142.

              	
                Ground
      Lease

              	
                Grandfield,
      Tillman County, OK

              	
                Estate
      of L.H. Clemmer, Deceased

              	
                Mission
      Broadcasting, Inc.

              
	
                KODE
      - Joplin, MO - Pittsburg, KS

              
	
                Sec.143.

              	 
      	
                1928
      W 13th
      Street

              	
                Spectrasite
      Broadcast Towers, Inc.

              	
                Mission
      Broadcasting, Inc.

              
	
                KOLR
      - Springfield, MO

              
	
                Sec.144.

              	 
      	
                Webster
      County, MO

              	
                American
      Towers, Inc.

              	
                Mission
      Broadcasting, Inc.

              
	
                KCIT/KCPN-LP
      - Amarillo, TX

              
	
                Sec.145.

              	 
      	
                Potter
      County, TX

              	
                American
      Towers, Inc.

              	
                Mission
      Broadcasting, Inc.

              
	
                Sec.146.**

              	 
      	
                Parmer
      County, TX

              	
                Bovina
      Translator Joint Venture

              	
                Mission
      Broadcasting, Inc.

              
	
                Sec.147.**

              	 
      	
                Curry
      County, NM

              	
                Marsh
      Media

              	
                Mission
      Broadcasting, Inc.

              
	
                Sec.148.**

              	 
      	
                One
      mile ESE of Guymon, OK

              	
                Panhandle
      Translator Joint Venture

              	
                Mission
      Broadcasting, Inc.

              
	
                KAMC
      - Lubbock, TX

              
	
                Sec.149.

              	 
      	
                Near
      1201 84th Street, Lubbock, TX

              	
                American
      Towers, Inc.

              	
                Mission
      Broadcasting, Inc.

              
	
                Sec.150.**

              	
                (transmitter
      site)

              	
                ABC
      Bank Building, 1201 84th Street, Lubbock, TX

              	
                Charles
      Bevill and Glenna Bevill [possible new owners?]

              	
                Mission
      Broadcasting, Inc.

              
	
                KHMT
      - Billings, MT

              
	
                Sec.151.

              	 
      	
                Billings,
      MO

              	
                American
      Towers, Inc.

              	
                Mission
      Broadcasting, Inc.

              
	
                *KTVE – El
      Dorado, AR

              
	
                Sec.152.

              	 
      	
                412
      Bolding Rd. Huttig AR

              	
                American
      Towers, Inc.

              	
                Mission
      Broadcasting, Inc.

              
	
                KJBO-LP
      – Wichita Falls, TX

              
	
                Sec.153.

              	 
      	
                3700
      Onaway Trail

              	
                Andrews
      Tower Rental, Inc.

              	
                Mission
      Broadcasting, Inc.

              
	
                KSAN
      – San Angelo, TX

              
	
                Sec.154.**

              	 
      	
                State
      Highway 158 and County Road 278, Runnels County, TX

              	
                Henry
      L. Stokes and Darlene Stokes

              	
                Mission
      Broadcasting, Inc.

              
	
                Sec.155.

              	
                Ground
      Lease

              	
                Tom
      Green County, TX

              	
                Producers
      Livestock Auction Company

              	
                Mission
      Broadcasting, Inc.

              
	
                WUTR
      - Utica, NY

              	 
      	 
      	 
      	 
      
	
                Sec.156.**

              	 
      	
                R.D.
      #1, Mohawk, NY

              	
                Janet
      R. Morgan-Hyer

              	
                Mission
      Broadcasting, Inc.

              
	
                WYOU
      - Wilkes Barre - Scranton, PA

              	 
      	 
      	 
      
	
                Sec.157.**

              	 
      	
                Stroud
      Township, Monroe County, PA

              	
                LTS
      Enterprises, Inc.

              	
                Mission
      Broadcasting, Inc.

              
	
                Mission
      Broadcasting, Inc.  –  Office
  Building

              
	
                Mission
      Broadcasting, Inc.

              
	
                Sec.158.**

              	 
      	
                Suite
      305, Brecksville Center Office Building, Brecksville Shopping Center,
      Brecksville, Ohio

              	
                Brecksville
      Shopping Center, LTD.

              	
                Mission
      Broadcasting, Inc.

              


      

      


       

      


      

        

      

        
        3           Leasehold
mortgages will not be granted on tower sites if the following conditions are
met: (i) the land is owned by third parties; (ii) the tower is owned by third
parties; and (iii) Nexstar and/or Mission are not the sole lessees of the
tower.

         

      

        
        4           Leases
noted with a double asterisk (**) contain anti-assignment
provisions.

         

      


      
        
           


        

        
          81

           


        

        
           


        

      


      SCHEDULE
5.16

       

      FCC
Authorizations of Nexstar Broadcasting, Inc.

      


      Port Arthur, Texas (Facility
ID No. 61214)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date5

      DTV
Construction Permit (Channel
40)                                KBTV-TV                                                      ---

      DTV
License (Channel
40)                                                      KBTV-TV                                    BLCDT-20090615ACC6

      TV
Pickup                                                                                 
KB98129                                                  08/01/2006

      TV Studio
Transmitter
Link                                                    KLA89                                                     08/01/2006

      TV
Pickup                                                                                 
KT2456                                                 
  08/01/2006

      TV
Intercity
Relay                                                                 
  WLD443                                                  08/01/2006

      Weather
Radar
Station                                                          
 WPWH542                                             11/18/2012

      


      


      Wichita Falls, Texas
(Facility ID No. 65370)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
28)                               KFDX-TV                                                      ---

      DTV
License (Channel
28)                                                     KFDX-TV                                    BLCDT-20090205ABU

      Low Power
Auxiliary                                                              
BLP00464                                                 08/01/2006

      TV
Pickup                                                                               
 KB55270                                                   08/01/2006

      TV
Pickup                                                                             
  
KJ3525                                                      08/01/2006

      Auxiliary
Remote
Pickup                                                     
  KLB725                                                     08/01/2006

      
 

      


      Lubbock, Texas (Facility ID
No. 3660)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
40)                                KLBK-TV                                                      ---

      DTV
License (Channel
40)                                                      KLBK-TV                                   BLCDT-20080227ABM

      Transmit/Receive
Earth
Station                                             E070257                                                    01/08/2023

      Television
Translator
Station                                                 K44FG                                                      08/01/2006

      TV
Pickup                                                                           
      KC62829                                                   08/01/2006

      

        

      

        
        5 For
all stations listed throughout this document, applications for renewal of the
stations’ analog licenses were filed prior to the final DTV transition deadline
of June 12, 2009.  As described in the “Station FCC Matters” notes
that follow, the FCC had not granted most of the Nexstar stations’ license
renewal applications by June 12, 2009.  Therefore, although Nexstar is
authorized to operate each station in a digital format pursuant either to a
grant of a license to cover its DTV construction permit or under program test
authority, the expiration dates associated with many of the licenses listed
herein reflect dates in the past because the underlying main station license
renewal applications have not yet been granted.  Under the FCC’s rules
and policies, a station may continue operating pursuant to the terms of its
authorization while its application for renewal is pending.

      

        
        6 The
FCC file numbers of pending applications are being
provided.

      


      
        
          
            


            5.16 –
Page 

            DC01/
2279150.5

          

           


        

        
          82

           


        

        
           


        

      


      Midland, Texas (Facility ID
No. 35131)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      Original
DTV Construction Permit (Ch.
26)                          KMID                                                      06/12/2009

      DTV
Construction Permit Mod (Channel
26)                       KMID                                                     
BMPCDT-20081208ADC

      STA for
DTV
Operations                                                        KMID                                                      BEDSTA-20090908ABQ

      Receive
Only Earth
Station                                                     E060057                                                   02/23/2021

      TV
Translator Station
License                                               K12FM                                                    08/01/2006

      TV
Pickup                                                                                 
KB96686                                                  08/01/2006

      TV Studio
Transmitter
Link                                                    WHG362                                                  08/01/2006

      TV
Intercity
Relay                                                                   
WLE628                                                   08/01/2006

      TV
Intercity
Relay                                                                   
WLE644                                                   08/01/2006

      TV
Intercity
Relay                                                                    WLF217                                                   08/01/2006

      Weather
Radar
Station                                                            WPMY327                                              03/25/2014

      TV
Intercity
Relay                                                                   
WPYE578                                                08/01/2006

      


      


      Abilene, Texas (Facility ID
No. 59988)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
License (Channel
24)                                                      KTAB-TV                                                  08/01/2014

      STA for
Low Power DTV
Facility                                          KTAB-TV                                  BLDSTA-20090615ACV

      Business
Radio                                                                        
KA51599                                                   04/17/2014

      TV
Pickup                                                                                 
KS5717                                                      08/01/2014

      Business
Radio                                                                       
WGA708                                                    04/17/2014

      TV Studio
Transmitter
Link                                                    WGH906                                                    08/01/2014

      TV Studio
Transmitter
Link                                                    WQGH981                                                 08/01/2014

      TV Studio
Transmitter
Link                                                    WQIW299                                                 08/01/2014

      Business
Radio                                                                         WZJ613                                                     04/17/2014

      


      


      San Angelo, Texas (Facility
ID No. 31114)

       

      


       

      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
11)                                KLST                                                      ---

      DTV
License (Channel
11)                                                      KLST                                     BLCDT-20090316ABJ

      TV
Pickup                                                                                 
KP8019                                                       
 08/01/2006

      TV Studio
Transmitter
Link                                                    WGV763                                                    
  08/01/2006

      Auxiliary
Remote
Pickup                                                         WQB259                                                      08/01/2006

      Auxiliary
Remote
Pickup                                                         WQB296                                                      08/01/2006


      
        
          
            


            5.16 –
Page 

            DC01/
2279150.5

          

           


        

        
          83

           


        

        
           


        

      


      Texarkana, Texas (Facility ID
No. 35648)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
License (Channel
15)                                                     KTAL-TV                                                      08/01/2014

      Transmit/Receive
Earth Station
License                              E020155                                                  
      09/06/2017

      TV
Pickup                                                                                 KA88839                                                       08/01/2014

      TV
Intercity
Relay                                                                  
WHB602                                                    
   08/01/2014

      TV Studio
Transmitter
Link                                                   WHB603                                                       
08/01/2014

      TV Studio
Transmitter
Link                                                   WHB604                                                       
08/01/2014

      TV
Intercity
Relay                                                                 
 WLP781                                                       
08/01/2014

      TV
Intercity
Relay                                                                 
 WLP782                                                       
08/01/2014

      


      


      Amarillo, Texas (Facility ID
No. 8523)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
19)                                KAMR-TV                                                      ---

      DTV
License (Channel
19)                                                      KAMR-TV                                    BLCDT-20080519ACZ

      Television
Translator
Station                                                 K25CP                                                       08/01/2006

      Television
Translator
Station                                                 K28BA                                                      10/01/2006

      Television
Translator
Station                                                 K45BF                                                       10/01/2006

      Low Power
Auxiliary                                                                BLP01103                                                  08/01/2006

      Low Power
Auxiliary                                                                BPL00752                                                  08/01/2006

      TV
Pickup                                                                                 
KA2113                                                     08/01/2006

      TV
Pickup                                                                                 
KC25028                                                    08/01/2006

      TV Studio
Transmitter
Link                                                    KKP50                                                      
08/01/2006

      Weather
Radar
Station                                                            KYV352                                                    
04/08/2011

      TV
Intercity
Relay                                                                  
WLL233                                                     08/01/2006

      TV
Intercity
Relay                                                                  
WPNG524                                                  08/01/2006

      TV Studio
Transmitter
Link                                                    WPQL768                                                  08/01/2006

      Microwave
Radio
Station                                                       WNTF653                                                 
07/27/2010

      


      


      Wilkes-Barre, Pennsylvania
(Facility ID No. 71225)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
License (Channel
11)                                                      WBRE-TV                                                 
08/01/2007

      TV
Translator Station
License                                                W24BL                                                     
 08/01/2007

      TV
Translator Station
License                                                W30AN                                                    
 08/01/2007

      TV
Translator Station
License                                                W51BP                                                   
   08/01/2007

      TV
Translator Station
License                                                W64AL                                                 
    08/01/2007

      Transmit-Only                                
Earth Station
License     E910642                                                
    11/01/2011

      Transmit-Receive
Earth Station
License                                E020058                                                   
 05/03/2017

      TV
Pickup                                                                                  
KA35201                                                   08/01/2007

      TV
Pickup                                                                                  
KA35245                                                   08/01/2007

      TV
Pickup                                                                                 
KA74870                                                    08/01/2007


      
        
          
            


            5.16 –
Page 

            DC01/
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          84

           


        

        
           


        

      


      TV
Pickup                                                                                KC62824                                                   08/01/2007

      TV
Pickup                                                                                KF5726                                                      08/01/2007

      TV Studio
Transmitter
Link                                                  KGH66                                                      08/01/2007

      R/P Base
Mobile
System                                                       KGU973                                                    08/01/2007

      TV
Pickup                                                                                KK4138                                                     08/01/2007

      TV
Pickup                                                                                KL2535                                                      08/01/2007

      TV
Pickup                                                                                KP4407                                                      08/01/2007

      R/P Base
Mobile
System                                                       KQB618                                                    08/01/2007

      TV
Pickup                                                                                KR7688                                                      08/01/2007

      TV
Pickup                                                                                KR7693                                                      08/01/2007

      TV
Pickup                                                                                KR7771                                                      08/01/2007

      TV
Pickup                                                                                KS2001                                                      08/01/2007

      TV
Pickup                                                                                KY2899                                                      08/01/2007

      R/P Base
Mobile
System                                                       KY5608                                                     08/01/2007

      TV Studio
Transmitter
Link                                                   KZO21                                                      08/01/2007

      TV
Intercity
Relay                                                                 
WFW575                                                  08/01/2007

      TV
Intercity
Relay                                                                 
WGI290                                                     08/01/2007

      TV
Intercity
Relay                                                                 
WHB674                                                    08/01/2007

      TV
Intercity
Relay                                                                 
WLI324                                                      08/01/2007

      TV
Intercity
Relay                                                                 
WLI325                                                      08/01/2007

      TV
Intercity
Relay                                                                 
WLI337                                                      08/01/2007

      TV
Intercity
Relay                                                                 
WMF322                                                    08/01/2007

      TV Studio
Transmitter
Link                                                   WMF323                                                   08/01/2007

      


      


      Erie, Pennsylvania (Facility
ID No. 65749)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
24)                               WJET-TV                                                      ---

      DTV
License (Channel
24)                                                     WJET-TV                                    BLCDT-20090615ACF

      Receive
Only Earth
Station                                                    E050369                                                      12/05/2020

      TV
Pickup                                                                                
KC26079                                                     08/01/2007

      TV
Intercity
Relay                                                                  
WPJE618                                                    08/01/2007

      Weather
Radar
Station                                                           WPOZ488                                                  09/14/2014

      R/P Base
Mobile
System                                                        WSM744                                                  
 08/01/2007

      


      


      Lancaster, Pennsylvania
(Facility ID No. 23338)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
License (Channel
23)                                                     WLYH-TV                                                    08/01/2007

      TV
Pickup                                                                                 
KB55005                                                      08/01/2007

      TV
Pickup                                                                                 
KB55006                                                      08/01/2007

      TV
Pickup                                                                                 
KK4241                                                       
08/01/2007

      



      
        
          
            


            5.16 –
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            DC01/
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          85

           


        

        
           


        

      


      Altoona, Pennsylvania
(Facility ID No. 23341)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
License (Channel
32)                                                     WTAJ-TV                                                      08/01/2007

      Transmit-Receive
Earth
Station                                             E960484                                                         09/20/2021

      TV
Pickup                                                                                
KA88955                                                        08/01/2007

      TV
Pickup                                                                                
KB96844                                                       
08/01/2007

      R/P Base
Mobile
System                                                        KB97965                                                       
08/01/2007

      R/P Base
Mobile
System                                                        KC24269                                                       
08/01/2007

      TV Studio
Transmitter
Link                                                    KZB39                                                          
08/01/2007

      TV
Intercity
Relay                                                                  
WHS331                                                        08/01/2007

      TV
Intercity
Relay                                                                  
WLI217                                                         
08/01/2007

      TV
Intercity
Relay                                                                  
WPJE457                                                      
08/01/2007

      TV
Intercity
Relay                                                                  
WPNF686                                                      08/01/2007

      TV
Intercity
Relay                                                                  
WPNG696                                                      08/01/2007

      TV
Intercity
Relay                                                                  
WPNG697                                                      08/01/2007

      TV
Intercity
Relay                                                                  
WPNN748                                                      08/01/2007

      TV Studio
Transmitter
Link                                                    WPZZ407                                                      08/01/2007

      TV Studio
Transmitter
Link                                                    WQAH854                                                    08/01/2007

      Microwave
License                                                               
 WPNG671                                                      07/24/2012

      


      


      Rochester, New York (Facility
ID No. 73964)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
License (Channel
45)                                                     WROC-TV                                                   06/01/2007

      Transmit/Receive
Earth
Station                                             E000660                                                     
 12/12/2010

      TV
Pickup                                                                                  KA4851                                                  
    06/01/2007

      TV
Intercity
Relay                                                                   
KA6058                                               
       06/01/2007

      TV Studio
Transmitter
Link                                                    KEA91                                                   
     06/01/2007

      TV
Pickup                                                                                 KR4704                                                 
       06/01/2007

      TV
Pickup                                                                                 KR4705                                               
         06/01/2007

      Auxiliary
Remote
Pickup                                                        WHE925                                           
           06/01/2007

      Auxiliary
Remote
Pickup                                                        WHE926                                           
           06/01/2007

      Private
Operational Fixed
Microwave                                  WPOU895                                                    08/26/2019

      


      


      Utica, New York (Facility ID
No. 43424)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
27)                                WFXV                                                                ---

      DTV
License (Channel
27)                                                      WFXV                                              BLCDT-20090331ADG

      LPTV
Station (Channel
11)                                                     WPNY-LP                                                    06/01/2007

      Television
Translator
Station                                                 W31BP                                                       
06/01/2007

      Television
Translator
Station                                                 W53AM                                                      06/01/2007

      TV
Intercity
Relay                                                                    WPOP508                                                    06/01/2007


      
        
          
            


            5.16 –
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            DC01/
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          86

           


        

        
           


        

      


      


      


      Hagerstown, Maryland
(Facility ID No. 25045)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
26)                                WHAG-TV                                                      ---

      DTV
License (Channel
26)                                                      WHAG-TV                                    BLCDT-20090612AFP

      Transmit-Receive
Earth
Station                                             
E030037                                                      05/01/2018

      TV
Pickup                                                                                   KC26220                                                    10/01/2004

      TV Studio
Transmitter
Link                                                     WBI22                                                        10/01/2004

      TV
Intercity
Relay                                                                   
WBI25                                                         10/01/2004

      TV Studio
Transmitter
Link                                                     WPNJ935                                                   10/01/2004

      TV
Pickup                                                                                 
WPXL303                                                   10/01/2004

      Business
Radio
License                                                          WQDV772                                                 
11/09/2015

      


      


      St. Joseph, Missouri
(Facility ID No. 20427)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      STA for
Low Power DTV Facility  (Ch.
7)                           
KQTV                                                            12/04/2009

      DTV
Construction Permit (Ch.
7)                                         
KQTV                                                             12/04/2009

      DTV
Maximization Permit (Ch.
7)                                         
KQTV                                                             09/03/2012

      TV
Pickup                                                                                
KC26093                                                        
02/01/2006

      Auxiliary
Remote
Pickup                                                       
KGJ814                                                          
02/01/2006

      Auxiliary
Remote
Pickup                                                      
 KJ5467                                                            02/01/2006

      Auxiliary
Remote
Pickup                                                      
 KJ5469                                                           
02/01/2006

      Auxiliary
Remote
Pickup                                                      
 KK4811                                                           02/01/2006

      R/P
Automatic
Relay                                                             
KQB577                                                          02/01/2006

      


      


      


      Joplin, Missouri (Facility ID
No. 67766)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
46)                                KSNF                                                             08/18/2009

      STA for
Low Power DTV (Channel
46)                                 KSNF                                                            12/26/2009

      TV
Pickup                                                                                 
KW6078                                                       
02/01/2006

      Weather
Radar
Station                                                            WPMJ419                                                     08/12/2013

      TV
Intercity
Relay                                                                   
WQGL521                                                     02/01/2006

      Business
Radio                                                                         WQKB784                                                    03/21/2019

      


      


      


      Springfield, Missouri
(Facility No. 3659)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date


      
        
          
            


            5.16 –
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            DC01/
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          87

           


        

        
           


        

      


      DTV
Construction Permit (Channel
28)                              KSFX-TV                                                      ---

      DTV
License (Channel
28)                                                    KSFX-TV                                    BLCDT-20070213ABB

      Receive-Only
Earth
Station                                                   E030122                                                      05/23/2018

      Remote
Pickup Base
Station                                                 KPJ259                                                      
 02/01/2006

      TV Studio
Transmitter
Link                                                   WHS242                                                     02/01/2006

      


      


      Evansville, Indiana (Facility
ID No. 3661)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
28)                                WTVW                                                      ---

      DTV
License (Channel
28)                                                      WTVW                                    BLCDT-20070612ABZ

      TV
Pickup                                                                                  KA44252                                                      08/01/2005

      TV
Pickup                                                                                  KA44253                                                      08/01/2005

      TV
Pickup                                                                                  KA44254                                                      08/01/2005

      TV Studio
Transmitter
Link                                                    KSI66                                                           
08/01/2005

      TV
Intercity
Relay                                                                  
WFD560                                                       
08/01/2005

      TV
Intercity
Relay                                                                  
WPNG530                                                     08/01/2005

      


      


      


      Terre Haute, Indiana
(Facility ID No. 40426)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
36)                                WTWO                                                      ---

      DTV
License (Channel
36)                                                      WTWO                                    BLCDT-20090107AIQ

      TV
Pickup                                                                                  KC26086                                                    08/01/2005

      TV
Pickup                                                                                  KK2587                                                      08/01/2005

      R/P Base
Mobile
System                                                         KLH391                                                     08/01/2005

      TV
Pickup                                                                                  KW4107                                                     08/01/2005

      TV
Pickup                                                                                  KW4108                                                     08/01/2005

      TV
Intercity
Relay                                                                  
WHF306                                                      08/01/2005

      TV
Intercity
Relay                                                                  
WMU968                                                    08/01/2005

      Weather
Radar
Station                                                           WPPH816                                                    01/06/2015

      


      


      Fort Wayne, Indiana (Facility
ID No. 25040)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
36)                                WFFT-TV                                                      ---

      DTV
License (Channel
36)                                                      WFFT-TV                                  BLCDT-20090521AAQ

      


      


      Springfield,
Illinois (Facility ID No. 42116)


      
        
          
            


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      Facility
Type                                                                  Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
13)                      WCFN                                                                ---

      DTV
License (Channel
13)                                            WCFN                                              BLCDT-20090615ACD

      TV Studio
Transmitter
Link                                           WLD973                                                      12/01/2005

      


      


      Rockford, Illinois (Facility
ID No. 52408)

      


      Facility
Type                                                                    Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
42)                         WQRF-TV                                                      ---

      DTV
License (Channel
42)                                               WQRF-TV                                   BLCDT-20070404ABY

      TV Studio
Transmitter
Link                                              WDT860                                                      12/01/2005

      


      


      


      Peoria, Illinois (Facility ID
No. 42121)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
30)                                WMBD-TV                                                      ---

      DTV
License (Channel
30)                                                      WMBD-TV                                   BLCDT-20061019ADD

      TV
Pickup                                                                                  KA88843                                                      12/01/2005

      TV
Pickup                                                                                  KA88844                                                      12/01/2005

      TV
Intercity
Relay                                                                  
 KSI71                                                           12/01/2005

      TV
Intercity
Relay                                                                   
KSI72                                                          
12/01/2005

      TV
Intercity
Relay                                                                  
 KSI73                                                           12/01/2005

      Auxiliary
Remote
Pickup                                                     
   KSJ777                                                        
12/01/2005

      TV Studio
Transmitter
Link                                               
   
KSK48                                                          12/01/2005

      TV
Intercity
Relay                                                          
       
WBJ984                                                        12/01/2005

      TV
Intercity
Relay                                                             
   
 WBJ985                                                       
12/01/2005

      TV
Intercity
Relay                                                            
    
 WLG752                                                      
12/01/2005

      TV
Intercity
Relay                                                            
    
 WMU973                                                     12/01/2005

      TV
Intercity
Relay                                                            
    
 WMV276                                                      12/01/2005

      TV
Intercity
Relay                                                             
    
WQGA585                                                   12/01/2005

      Business
Radio                                                                  
    
WNTX533                                                   02/08/2010

      


      Champaign, Illinois (Facility
ID No. 42124)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
48)                                WCIA                                                      ---

      DTV
License (Channel
48)                                                      WCIA                                        
BLCDT-20070612ABY

      Transmit-Receive
Earth
Station                                              E920434                                                      
   07/24/2017

      Auxiliary
Low Power
Station                                                   BLP00192                                                      12/01/2005

      Auxiliary
Low Power
Station                                                   BLP00544                                                      12/01/2005

      Auxiliary
Low Power
Station                                                   BLP00883                                                      12/01/2005


      
        
          
            


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      Auxiliary
Low Power
Station                                                   BLP00919                                                      12/01/2005

      Auxiliary
Low Power
Station                                                   BLP01124                                                      12/01/2005

      Auxiliary
Low Power
Station                                                   BLP01288                                                      12/01/2005

      TV
Pickup                                                                                   KA88970                                                    
  12/01/2005

      TV
Pickup                                                                                   KA95317                                                  
    12/01/2005

      TV
Pickup                                                                                  
KC5875                                                     
   12/01/2005

      TV Studio
Transmitter
Link                                                     KSG35                                                       
   12/01/2005

      TV
Intercity
Relay                                                                    
KSI74                                                         
  12/01/2005

      TV
Intercity
Relay                                                                    
KSI75                                                      
     12/01/2005

      TV
Intercity
Relay                                                                    
KSI76                                                        
   12/01/2005

      TV
Pickup                                                                                  
KW6065                                                   
   12/01/2005

      TV
Pickup                                                                                  
KW6066                                                
      12/01/2005

      TV
Intercity
Relay                                                                    WBJ983                                                 
       12/01/2005

      TV
Intercity
Relay                                                                    WBJ986                                               
         12/01/2005

      TV
Intercity
Relay                                                                    WBJ987                                              
          12/01/2005

      TV
Intercity
Relay                                                                   
WBJ988                                             
           12/01/2005

      TV
Intercity
Relay                                                                  
WLG233                                             
           12/01/2005

      TV
Intercity
Relay                                                                  
WPNL408                                                      12/01/2005

      Business
Radio                                                                         KAP730                                                        12/01/2015

      


      Dothan, Alabama (Facility ID
No. 43846)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
21)                                WDHN                                                      ---

      DTV
License (Channel
21)                                                      WDHN                                    BLCDT-20090303ACR

      Receive
Only Earth
Station                                                     E050390                                                      12/19/2020

      TV
Pickup                                                                                  KY7799                                                 
     04/01/2005

      


      Fort Smith, Arkansas
(Facility ID No. 29560)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
License (Channel
27)                                                     KFTA-TV                                                      06/01/2013

      DTV CP
for Power Increase(Ch.
27)                                      KFTA-TV                                                      ---

      DTV Power
Increase License App. (Ch.
27)                         KFTA-TV                                   BLCDT-20090331AEC

      Transmit
Receive Earth
Station                                              E000609                                                 
        11/13/2010

      TV Studio
Transmitter
Link                                                     WDD713                                                   
    06/01/2013

      Intercity
Relay                                                                           WDT813                                                 
      06/01/2013

      Intercity
Relay                                                                           WDT814                                                  
     06/01/2013

      Intercity
Relay                                                                           WDT815                                                   
    06/01/2013

      Intercity
Relay                                                                           WDT816                                                      
 06/01/2013

      TV Studio
Transmitter
Link                                                     WDT850                                                    
   06/01/2013

      Intercity
Relay                                                                           WPTG330                                                      06/01/2013

      Intercity
Relay                                                                           WPTG331                                                      06/01/2013

      Intercity
Relay                                                                           WPTG334                                                      06/01/2013

      Intercity
Relay                                                                           WPTG339                                                      06/01/2013

      Intercity
Relay                                                                           WPTN382                                                      06/01/2013


      
        
          
            


            5.16 –
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            DC01/
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          90

           


        

        
           


        

      


      Intercity
Relay                                                                           WPTX765                                                      06/01/2013

      Auxiliary
Remote
Pickup                                                          WPXN366                                                     06/01/2013

      Weather
Radar
Station                                                             WPQJ586                                                      08/09/2015

      


      Rogers, Arkansas (Facility ID
No. 29557)

       

      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
50)                                KNWA-TV                                                      ---

      DTV
License (Channel
50)                                                      KNWA-TV                                    BLCDT-20060915ANF

      Intercity
Relay                                                                          WPNF934                                                      06/01/2005

      Intercity
Relay                                                                          WPNK630                                                      06/01/2005

      Auxiliary
Remote
Pickup                                                         WPXV734                                                      06/01/2005

      Business
Radio
License                                                          WPQX728                                                     11/14/2010

      TV Studio
Transmitter
Link                                                     WQCG358                                                     06/01/2005

      Intercity
Relay                                                                           WQEK477                                                     06/01/2005

      Intercity
Relay                                                                           WQFP323                                                     06/01/2005

      TV
Pickup                                                                                   WQGL225                                                     06/01/2005

      Intercity
Relay                                                                           WQHP517                                                     06/01/2005

      Intercity
Relay                                                                           WQIA924                                                      06/01/2005

      


       

      Little Rock, Arkansas
(Facility ID No. 33440)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
32)                               KARK-TV                                                      ---

      DTV
License (Channel
32)                                                     KARK-TV                                  BLCDT-20060504ABM

      Transmit-Receive
Earth
Station                                             E010024                                                      03/28/2011

      TV
Pickup                                                                                 KA2132                                                      06/01/2005

      TV
Pickup                                                                                 KA2133                                                      06/01/2005

      TV
Pickup                                                                                 KA74957                                                    06/01/2005

      TV
Pickup                                                                                 KA74958                                                    06/01/2005

      TV
Pickup                                                                                 KE5898                                                      
06/01/2005

      TV
Pickup                                                                                 KE8994                                                      
06/01/2005

      Auxiliary
Remote
Pickup                                                        KEH571                                                      06/01/2005

      Auxiliary
Remote
Pickup                                                        KLB542                                                      06/01/2005

      TV Studio
Transmitter
Link                                                   KLT43                                                         06/01/2005

      Auxiliary
Remote
Pickup                                                        KPG254                                                      06/01/2005

      Auxiliary
Remote
Pickup                                                        KPG803                                                      06/01/2005

      TV
Pickup                                                                                
KR9873                                                      
06/01/2005

      TV
Pickup                                                                                
KS2058                                                      
06/01/2005

      TV
Pickup                                                                                 KS2059                                                      
06/01/2005

      Intercity
Relay                                                                         WAY649                                                    06/01/2005

      Intercity
Relay                                                                         WCG701                                                     06/01/2005

      Intercity
Relay                                                                         WHB954                                                     06/01/2005

      Intercity
Relay                                                                         WLG538                                                     
06/01/2005

      Weather
Radar
Station                                                           WPKU229                                                  07/15/2012


      
        
          
            


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      Auxiliary
Remote
Pickup                                                        WQA949                                                      06/01/2005

      Auxiliary
Remote
Pickup                                                        WQA950                                                      06/01/2005

      Auxiliary
Remote
Pickup                                                        WQA951                                                      06/01/2005

      Auxiliary
Remote
Pickup                                                        WQA952                                                      06/01/2005

      


      


      Little Rock, Arkansas
(Facility ID No. 37005)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
44)                                KARZ-TV                                                      ---

      DTV
License (Channel
44)                                                      KARZ-TV                                   BLCDT-20090615ACH

      TV Studio
Transmitter
Link                                                    WPNJ994                                                      06/01/2013

      


      West Monroe, Louisiana
(Facility ID No. 3658)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
36)                                KARD                                                                ---

      DTV
License (Channel
36)                                                      KARD                                               BLCDT-20080116ABD

      Auxiliary
Remote
Pickup                                                         KPG931                                                    
   06/01/2005

      Auxiliary
Remote
Pickup                                                         KPJ413                                                        
06/01/2005

      TV Studio
Transmitter
Link                                                    WHY494                                                      06/01/2005

      TV
Intercity
Relay                                                                   
WHY662                                                      06/01/2005

      TV Studio
Transmitter
Link                                                    WLE984                                                     
  06/01/2005

      TV Studio
Transmitter
Link                                                    WLF699                                                  
     06/01/2005

      TV Studio
Transmitter
Link                                                    WLQ852                                                 
     06/01/2005

      


      



      
        
          
            


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            DC01/
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          92

           


        

        
           


        

      


      Billings, Montana (Facility
ID No. 5243)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
Construction Permit (Channel
18)                                KSVI                                                      ---

      DTV
License (Channel
18)                                                      KSVI                                    BLCDT-20090205ABS

      Television
Translator
Station                                                 K06AT                                                      10/01/2014

      Television
Translator
Station                                                 K16DH                                                      04/01/2006

      Television
Translator
Station                                                 K16DZ                                                      04/01/2006

      Television
Translator
Station                                                 K19FF                                                       04/01/2006

      Television
Translator Low Power
Station                            K25BP                                                       04/01/2006

      Television
Translator
Station                                                 K27IM                                                       04/01/2014

      Television
Translator
Station                                                 K33EA                                                      04/01/2006

      Television
Translator
Station                                                 K58IH                                                        04/01/2014

      Television
Translator
Station                                                 K66EQ                                                      04/01/2006

      Receive
Only Earth
Station                                                     E040435                                                    11/11/2019

      TV Studio
Transmitter
Link                                                    WGZ505                                                    04/01/2006

      TV
Translator
Relay                                                                WHB781                                                    04/01/2006

      TV
Translator
Relay                                                                WHQ291                                                    04/01/2006

      TV Studio
Transmitter
Link                                                    WLE397                                                     04/01/2006

      TV
Intercity
Relay                                                                   WLE992                                                      04/01/2006

      TV
Intercity
Relay                                                                   WME778                                                    04/01/2006

      TV Studio
Transmitter
Link                                                   WME779                                                    
04/01/2006

      TV Studio
Transmitter
Link                                                   WME780                                                    
04/01/2006

      TV
Translator
Relay                                                                WPJA562                                               
   04/01/2006

      TV
Intercity
Relay                                                                  
WPNH966                                                  04/01/2006

      TV
Intercity
Relay                                                                  
WPQY442                                                   04/01/2006

      TV
Intercity
Relay                                                                  
WPUI709                                                    04/01/2006

      TV
Pickup                                                                                  WPUQ395                                                  04/01/2006

      


      


      


      Jacksonville, Florida
(Facility ID No. 29712)

      


      Facility
Type                                                                           Call
Sign                                                      Exp.
Date

      DTV
License (Channel
34)                                                     WCWJ                                                           02/01/2013

      Remote
Pickup                                                                         WSM715                                                      
02/01/2013

      TV
Pickup                                                                                 KS2063                                                         
02/01/2013

      TV
Pickup                                                                                 KS2065                                                         
02/01/2013


      
        
           


        

        
          93

           


        

        
           


        

      


      FCC
Authorizations of Mission Broadcasting, Inc.

       

      


      


      Scranton, PA (Facility ID No.
17010)

      


      Facility
Type                                                                Call
Sign                                           Exp Date

      DTV
License (Channel
13)                                          WYOU                                             
  08/01/2007

      UHF
Translator
Station                                               W19AR                                              08/01/2007

      UHF
Translator
Station                                               W26AT                                             
08/01/2007

      UHF
Translator
Station                                               W54AV                                             
08/01/2007

      UHF
Translator
Station                                               W55AG                                            
 08/01/2007

      UHF
Translator
Station                                               W60AH                                             
08/01/2007

      UHF
Translator
Station                                               W66AI                                              
08/01/2007

      TV
Pickup                                                                      KA35173                                      
     08/01/2007

      TV
Pickup                                                                     
KA35174                                      
     08/01/2007

      TV
Pickup                                                                     
KA35184                                    
       08/01/2007

      TV
Pickup                                                                     
KA35185                                          
 08/01/2007

      TV Studio
Transmitter
Link                                        KGH69                                      
         08/01/2007

      TV
Intercity
Relay                                                       KGI49                                           
      08/01/2007

      TV
Intercity
Relay                                                       KHC88                                    
         
  08/01/2007

      TV
Pickup                                                                   
 KO9753                                           
    08/01/2007

      TV
Intercity
Relay                                                      
WFD523                                          
   08/01/2007

      TV Studio
Transmitter
Link                                       WLL212                                           
   08/01/2007

      TV
Intercity
Relay                                                       WLO276                                      
       08/01/2007

      TV
Intercity
Relay                                                       WLO277                                        
     08/01/2007

      TV Studio
Transmitter
Link                                        WPNF884                                           08/01/2007

      


      


      Erie, PA (Facility ID No.
19707)

      


      Facility
Type                                                                Call
Sign                                           Exp Date

      DTV
Construction Permit (Channel
22)                     WFXP                                           ---

      DTV
License (Channel
22)                                           WFXP                                               BLCDT-20081023ABA

      TV Studio
Transmitter
Link                                          WLD767                                           08/01/2007

      


      Amarillo, TX (Facility ID No.
33722)

      


      Facility
Type                                                                Call
Sign                                           Exp Date

      DTV
Construction Permit (Channel
15)                     KCIT                                                  ---

      DTV
License (Channel
15)                                           KCIT                          BLCDT-20080519ABV

      UHF
Translator Low Power (Channel
33)                  KCPN-LP                                   
    08/01/2006

      UHF
Translator
Station                                                K30DZ                                       
    10/01/2006

      UHF
Translator
Station                                                K35CG                                        
    08/01/2006


      
        
           


        

        
          94

           


        

        
           


        

      


      UHF
Translator
Station                                                K47DH                                              
10/01/2006

      Broadcast
Auxiliary Low
Power                                  BLP00781                                           08/01/2006

      TV
Intercity
Relay                                                         KLV74                                               
08/01/2006

      TV
Intercity
Relay                                                         WHQ202                                           08/01/2006

      TV
Intercity
Relay                                                         WHQ206                                           08/01/2006

      TV
Intercity
Relay                                                         WHQ322                                           08/01/2006

      TV Studio
Transmitter
Link                                          WLF362                                           08/01/2006

      TV
Intercity
Relay                                                          WLG893                                           08/01/2006

      TV
Intercity
Relay                                                          WLG897                                           08/01/2006

      


      


      Wichita Falls, TX (Facility
ID No. 7675)

      


      Facility
Type                                                                Call
Sign                                           Exp Date

      DTV
Construction Permit (Channel
15)                     KJTL                                           ---

      DTV
License (Channel
15)                                           KJTL                             
BLCDT-20090303ACS

      UHF
Translator Low Power (Channel
35)                  KJBO-LP                                           08/01/2006

      UHF
Translator
Station                                                K47DK                                             
06/01/2006

      UHF
Translator
Station                                                K53DS                               
               06/01/2006

      Broadcast
Auxiliary Remote
Pickup                           KPG756                                             08/01/2006

      TV Studio
Transmitter
Link                                          WLD942                                           08/01/2006

      TV Studio
Transmitter
Link                                          WLJ748                                 
          08/01/2006

      


      


      Joplin, MO (Facility ID No.
18283)

      


      Facility
Type                                                                Call
Sign                                           Exp Date

      DTV
Construction Permit (Channel
43)                     KODE-TV                                           ---

      DTV
License (Channel
43)                                           KODE-TV                                BLCDT-20090424ABE

      TV
Pickup                                                                      
KC62805                                   
          02/01/2006

      Broadcast
Auxiliary Remote
Pickup                           KPH932                                             
 02/01/2006

      TV
Pickup                                                                      
KR7926                                           
    02/01/2006

      Broadcast
Auxiliary Remote
Pickup                           KTK819                                        
      02/01/2006

      TV
Intercity
Relay                                                         WQGL520                                           02/01/2006

      Microwave
Radio
Station                                            WNEH385                                           04/28/2012

      Microwave
Radio
Station                                            WNEH386                                           04/28/2012

      Microwave
Radio
Station                                            WNEQ599                                           05/29/2012

      Receive
Only Earth
Station                                          E060194                                        
      05/26/2021

      


      Abilene, TX (Facility ID No.
306)

      


      Facility
Type                                                                Call
Sign                                           Exp Date

      DTV
License (Channel
29)                                           KRBC-TV                                           08/01/2014

      STA for
Low Power DTV
Facility                               KRBC-TV                      BLDSTA-20090615ADY

      Broadcast
Auxiliary Remote
Pickup                           KG5819                                         
     08/01/2014


      
        
           


        

        
          95

           


        

        
           


        

      


      TV
Intercity
Relay                                                          KHN21                                        
   08/01/2014

      TV Studio
Transmitter
Link                                          KKT76                                       
     08/01/2014

      Broadcast
Auxiliary Remote
Pickup                            KLB583                                           08/01/2014

      TV
Intercity
Relay                                                          KLV58                                       
     08/01/2014

      Broadcast
Auxiliary Remote
Pickup                            KN6311                                           08/01/2014

      Broadcast
Auxiliary Remote
Pickup                            KN6312                                           08/01/2014

      Broadcast
Auxiliary Remote
Pickup                            KQS389                                           08/01/2014

      Broadcast
Auxiliary Remote
Pickup                            KQS390                                           08/01/2014

      TV
Pickup                                                                       
KS5669                                            08/01/2014

      Broadcast
Auxiliary Remote
Pickup                            KYY221                                           08/01/2014

      


      


      San Angelo, TX (Facility ID
No. 307)

      


      Facility
Type                                                                Call
Sign                                           Exp Date

      DTV
Construction Permit (Channel
16)                     KSAN-DT                                           ---

      DTV
License (Channel
16)                                          
KSAN-TV                          BLCDT-20090205ABY

      TV
Pickup                                                                      
KC26407                                        
     08/01/2006

      TV
Intercity
Relay                                                         WPOV531                                           08/01/2006

      TV Studio
Transmitter
Link                                         WQHK704                                           08/01/2006

      


      


      Lubbock, TX (Facility ID No.
40820)

      


      Facility
Type                                                                Call
Sign                                           Exp Date

      DTV
Construction Permit (Channel
27)                     KAMC                                           ---

      DTV
License (Channel
27)                                           KAMC                          BLCDT-20080227ABN

      TV Studio
Transmitter
Link                                         WPTG536                                           08/01/2006

      TV
Pickup                                                                       KP4947                                         
     08/01/2006

      Land
Mobile
Radiolocation                                         WQDV325                                          11/07/2015

      Receive-Only
Earth
Station                                          E050070                                            
 03/10/2020

      


      


      Springfield, MO (Facility ID
No. 28496)

      


      Facility
Type                                                                Call
Sign                                           Exp Date

      DTV
Construction Permit (Ch. 10,
26kw)                   KOLR                                ---

      DTV
License (Ch. 10,
26kw)                                         KOLR                        BLCDT-20090810ACN

      Transmit-Receive
Earth
Station                                   E040154                                          05/06/2019

      TV
Pickup                                                                      
KA88999                                         02/01/2006

      Broadcast
Auxiliary Remote
Pickup                           KPF925                                            02/01/2006

      Broadcast
Auxiliary Remote
Pickup                           KPJ906                                             02/01/2006

      TV
Intercity
Relay                                                         WPOT273                                        02/01/2006


      
        
           


        

        
          96

           


        

        
           


        

      


      TV Studio
Transmitter
Link                                         WRE38                                           
   02/01/2006

      Industrial/Business
Pool,
Conventional                    WQCB524                                         01/24/2015

      Transmit-Receive
Earth
Station                                   E080083                                           
 06/04/2023                       

      


      


      Hardin, MT (Facility ID No.
47670)

      


      Facility
Type                                                                Call
Sign                                           Exp Date

      DTV
Construction Permit (Channel
22)                     KHMT                                                      ---

      DTV
License (Channel
22)                                           KHMT                        BLCDT-
20090226AAD

      Application
for Digital Translator
Station                 NEW                         BNPDTT
- 20090902ABD

      TV
Translator
Relay                                                     WPND875                                           04/01/2006

      TV
Translator
Relay                                                     WPND876                                           04/01/2006

      TV
Intercity
Relay                                                         WPQN938                                           04/01/2006

      TV
Intercity
Relay                                                         WPQQ770                                           04/01/2006

      TV
Intercity
Relay                                                         WPQQ983                                           04/01/2006

      TV
Intercity
Relay                                                         WQAU511                                          04/01/2006

      TV
Intercity
Relay                                                         WQGI395                                          
 04/01/2006

      


      


      Terre Haute, IN (Facility ID
No. 65247)

      


      Facility
Type                                                                Call
Sign                                           Exp Date

      DTV
Construction Permit (Channel
39)                     WFXW                                           ---

      DTV
License (Channel
39)                                           WFXW                         BLCDT-20060618AAW

      TV
Pickup                                                                      
KX3721                                            
08/01/2005

      TV Studio
Transmitter
Link                                         WQE49                                          
   08/01/2005

      TV
Intercity
Relay                                                         WRS28                                        
     08/01/2005

      TV
Intercity
Relay                                                         WRS29                                       
      08/01/2005

      


      


      Utica, NY (Facility ID No.
57837)

      


      Facility
Type                                                                Call
Sign                                           Exp Date

      DTV
License (Channel
30)                                           WUTR                                               06/01/2007

      Broadcast
Auxiliary Remote
Pickup                           KC27630                                           
06/01/2007

      TV
Pickup                                                                       KC26076                                           
06/01/2007

      Broadcast
Auxiliary Remote
Pickup                           KPH708                                            
06/01/2007

      TV
Intercity
Relay                                                         WEF91                                             
06/01/2007

      TV
Intercity
Relay                                                         WEF92                                             
06/01/2007

      TV
Intercity
Relay                                                         WLF784                                           
06/01/2007

      TV
Intercity
Relay                                                         WLJ663                                          
  06/01/2007

      Receive-Only
Earth
Station                                          E050367                                           
12/02/2020

      Receive-Only
Earth
Station                                          E865078                                         
  06/27/2022

      



      
        
           


        

        
          97

           


        

        
           


        

      


      Rockford, IL (Facility ID No.
72945)

      


      Facility
Type                                                                Call
Sign                                           Exp.
Date

      DTV
License (Channel
16)                                          
WTVO                                             
12/01/2005

      TV
Pickup                                                                      
KM3987                                    
       12/01/2005

      TV
Pickup                                                                      
KM5296                                   
        12/01/2005

      


      El Dorado, AR (Facility ID
No. 35692)

      


      Facility
Type                                                                Call
Sign                                           Exp.
Date

      DTV
License (Channel
27)                                           KTVE                                               
 06/01/2013

      TV
Intercity
Relay                                                         WFD558                                          
 06/01/2013

      TV Studio
Transmitter
Link                                          WFD559                                           06/01/2013

      TV
Intercity
Relay                                                          WHY303                                           06/01/2013

      TV
Intercity
Relay                                                          WHY304                                           06/01/2013

      TV Studio
Transmitter
Link                                          WHY305                                           06/01/2013

      TV Studio
Transmitter
Link                                          WHY307                                           06/01/2013

      TV Intercity
Relay                                                          WLF700                                         
  06/01/2013

      TV
Pickup                                                                       
KB97347                                           06/01/2013

      TV Studio
Transmitter
Link                                           KLV53                                             
06/01/2013

      Weather
Radar                                                                WPKU230                                        07/15/2012

      Industrial
Business Pool,
Conventional                     WPQA439                                        04/19/2015

      Receive-Only
Earth
Station                                           E970385                                            06/30/2022

      TV Studio
Transmitter
Link                                           WPXJ537                                         06/01/2013 

       
 

       

      


       

      


       


      
        
           


        

        
          98

           


        

        
           


        

      


      SCHEDULE
5.17

       

      SUBSIDIARIES

       

      
        	
                 
      

              	
                The
      following entity is a direct wholly-owned subsidiary of Nexstar
      Broadcasting Group, Inc.

              


      

       

      Nexstar
Finance Holdings, Inc.

       

      
        	
                Sec.159.

              	
                The
      following entity is direct wholly-owned subsidiary of Nexstar Finance
      Holdings, Inc.

              


      

       

      Nexstar Broadcasting,
Inc.


      
        
           


        

        
          99

           


        

        
           


        

      


      SCHEDULE
5.17(c)

       

      FCC
DISCLOSURE

       

      KBTV-TV, Port Arthur,
Texas

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.  On September
29, 2009, in response to a routine due diligence request submitted by counsel to
Nexstar, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against KBTV-TV.7

      


      KFDX-TV, Wichita Falls,
Texas

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.  On September
29, 2009, in response to a routine due diligence request submitted by counsel to
Nexstar, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against
KFDX-TV.

      


      KLBK-TV, Lubbock,
Texas

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.

      


      On March 15, 2006, the Commission
issued a Notice of Apparent Liability for Forfeiture ("NALF") against the
station pursuant to 47 C.F.R. Sec.73.3999 in the amount of $32,500 for a
December 31, 2005 broadcast of the program Without A
Trace.  Nexstar, in association with the CBS network
affiliates, submitted an opposition to the NALF.   This matter
remains pending before the FCC.

      


      On August 11, 2006, the FCC issued a
letter requesting information regarding the station’s broadcast of a news
feature in a January 25, 2006 newscast about modular car
components.  The letter was prompted by a complaint from the Center
for Media and Democracy ("CMD"), which asserted that the station broadcast the
relevant segment without appropriate sponsorship
identification.  Nexstar timely filed a response to this letter
inquiry and the matter remains pending.

      


      On April 26, 2007, the FCC issued a
letter requesting information regarding the station’s broadcast of a news
feature in an October 11, 2006 newscast concerning Old Mother Hubbard pet
foods.  The letter was prompted by a complaint from the CMD, which
asserted that the 

        station
broadcast the relevant segment without appropriate sponsorship
identification.  Nexstar timely filed a response to this letter
inquiry and the matter remains pending.

        


        On September 29, 2009, in response to a
routine due diligence request submitted by counsel to Nexstar, a member of the
FCC’s Enforcement Bureau reported that there are one or more formal or informal
complaints currently pending against KLBK-TV.

      

      

        

      

        
        7 It is
the general policy of the Enforcement Bureau not to confirm or deny the pendency
of an investigation.

         

      


      
        
           


        

        
          100

           


        

        
           


        

      


      


      KMID, Midland,
Texas

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.

      


      Following the grant of the station’s
current construction permit (FCC File No. BPCDT-19991029ADE), Nexstar learned
that the tower specified in that application would not be able to withstand the
addition of DTV transmitting equipment.  Nexstar subsequently obtained
space on a nearby tower to operate the KMID-DT facilities, and on December 8,
2008, Nexstar filed an application to modify the construction permit (FCC File
No. BMPCDT-20081208ADC) (the "December 2008 Modification
Application").  According to certain engineering methodology employed
by the FCC, the facilities proposed in the December 2008 Modification
Application are predicted to serve approximately 95.9 percent of the persons
that were predicted to receive the KMID analog signal.  Pursuant to
the policy of the FCC’s Media Bureau, an application cannot be granted if it
proposes a "service loss" to two percent or more of the persons predicted to
receive a station’s analog signal.

       

      On June 3, 2009, Nexstar requested
Special Temporary Authority ("STA") to operate KMID pursuant to the terms
specified in the December 2008 Modification Application beyond June 12, 2009,
the date on which the station terminated its analog operations.  The
FCC granted that request on June 9, 2009 for a three-month period expiring on
September 8, 2009.  On September 8, 2009, Nexstar filed a request for
an extension of that STA, which currently is pending.  In addition, on
September 8, 2009, Nexstar filed an amendment to the December 2008 Modification
Application, which provided an engineering study demonstrating that the KMID-DT
facilities are providing a reliable signal in areas where the FCC’s modeling
depicted an analog "loss area," and therefore there is less loss of service to
former KMID viewers than previously was predicted by the FCC.  Nexstar
submitted that, based on the information in Nexstar’s study, the December 2008
Modification Application could be granted.  The FCC has not yet acted
on Nexstar’s amendment, and the December 2008 Modification Application remains
pending.

      


      On September 29, 2009, in response to a
routine due diligence request submitted by counsel to Nexstar, a member of the
FCC’s Enforcement Bureau reported that there are one or more formal or informal
complaints currently pending against KMID.

      


      KTAB-TV, Abilene,
Texas


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.

      


      On March 15, 2006, the Commission
issued a NALF against the station pursuant to 47 C.F.R. Sec.73.3999 in the
amount of $32,500 for a December 31, 2005 broadcast of the program Without A
Trace.  Nexstar, in association with the CBS network
affiliates, submitted an opposition to the NALF.   This matter
remains pending before the FCC.

      


      On September 29, 2009, in response to a
routine due diligence request submitted by counsel to Nexstar, a member of the
FCC’s Enforcement Bureau reported that there are one or more formal or informal
complaints currently pending against KTAB-TV.

      


      KLST, San Angelo,
TX

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.

      


      On March 6, 2006, a local viewer
submitted a letter objection to KLST’s application for renewal of license,
alleging that the station’s license should not be renewed based on Nexstar’s
removal of KLST from his local cable system during a retransmission consent
dispute with the cable provider.  Nexstar timely filed a response and
the matter remains pending.

      


      On March 15, 2006, the Commission
issued a NALF against the station pursuant to 47 C.F.R. Sec.73.3999 in the
amount of $32,500 for a December 31, 2005 broadcast of the program Without A
Trace.  Nexstar, in association with the CBS network
affiliates, submitted an opposition to the NALF.   This matter
remains pending before the FCC.

      


      On August 11, 2006, the FCC issued a
letter requesting information regarding the station’s broadcast of a news
feature in a February 14, 2006 newscast concerning flower care.  The
letter was prompted by a complaint from CMD, which asserted that the station
broadcast the relevant segment without appropriate sponsorship
identification.  Nexstar timely filed a response to this letter
inquiry and the matter remains pending.

      


      On September 29, 2009, in response to a
routine due diligence request submitted by counsel to Nexstar, a member of the
FCC’s Enforcement Bureau reported that there are one or more formal or informal
complaints currently pending against KLST.

      


      KTAL-TV, Texarkana,
Texas

      


      On September 29, 2009, in response to a
routine due diligence request submitted by counsel to Nexstar, a member of the
FCC’s Enforcement Bureau reported that there are one or more formal or informal
complaints currently pending against KTAL-TV.

      


      KAMR-TV, Amarillo,
Texas

       

      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.  On September
29, 2009, in response to a routine due diligence request submitted by counsel to
Nexstar, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against
KAMR-TV.

      


      
        
          
             


          

          
            101

             


          

          
             


          

        

      

       

      WBRE-TV, Wilkes-Barre, Pennsylvania

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.  On September
29, 2009, in response to a routine due diligence request submitted by counsel to
Nexstar, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against
WBRE-TV.

      


      WJET-TV, Erie,
Pennsylvania

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.  On September
29, 2009, in response to a routine due diligence request submitted by counsel to
Nexstar, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against
WJET-TV.

      


      WLYH-TV, Lancaster,
Pennsylvania

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.  On September
29, 2009, in response to a routine due diligence request submitted by counsel to
Nexstar, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against
WLYH-TV.

      


      WTAJ-TV, Altoona,
Pennsylvania

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.  On September
29, 2009, in response to a routine due diligence request submitted by counsel to
Nexstar, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against
WTAJ-TV.

      


      WROC-TV, Rochester, New
York


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.

      


      On March 6, 2000, Senator John McCain’s
Presidential campaign organization filed a complaint with the Political
Programming Branch of the Enforcement Division of the Media Bureau alleging that
the station broadcast an advertisement on behalf of Republicans for Clean Air
with misleading sponsorship information.  The campaign also alleged
that the station had not adequately placed appropriate documentation regarding
Republicans for Clean
Air in its public inspection file.  The Political Programming
Branch requested that the station provide responses to two specific
questions:  What went into the station’s decision to accept and
broadcast the announcements and what is in the station’s public inspection file
regarding the sponsoring entity?  Nexstar submitted its response to
the FCC on March 8, 2000 and the matter remains pending.

      


      On September 29, 2009, in response to a
routine due diligence request submitted by counsel to Nexstar, a member of the
FCC’s Enforcement Bureau reported that there are one or more formal or informal
complaints currently pending against WROC-TV.

      


      WFXV, Utica, New
York

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.

      


      On March 6, 2000, Senator John McCain’s
Presidential campaign organization filed a complaint with the Political
Programming Branch of the Enforcement Division of the Media Bureau alleging that
the station broadcast an advertisement on behalf of Republicans for Clean Air
with misleading sponsorship information.  The campaign also alleged
that the station had not adequately placed appropriate documentation regarding
Republicans for Clean
Air in its public inspection file.  The Political Programming
Branch requested that the station provide responses to two specific
questions:  What went into the station’s decision to accept and
broadcast the announcements and what is in the station’s public inspection file
regarding the sponsoring entity?  Nexstar submitted its response to
the FCC on March 8, 2000 and the matter remains pending.

      


      On September 29, 2009, in response to a
routine due diligence request submitted by counsel to Nexstar, a member of the
FCC’s Enforcement Bureau reported that there are one or more formal or informal
complaints currently pending against WFXV.

      


      
        
          
             


          

          
            102

             


          

          
             


          

        



      WHAG-TV, Hagerstown,
Maryland


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.  On September
29, 2009, in response to a routine due diligence request submitted by counsel to
Nexstar, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against
WHAG-TV.

      


      KQTV, St. Joseph,
Missouri

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.  On September
29, 2009, in response to a routine due diligence request submitted by counsel to
Nexstar, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against KQTV.

       

      


      KSNF, Joplin,
Missouri

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.

      


      On July 23, 2009, Nexstar filed a
request to "toll" the construction deadline associated with its underlying
construction permit (FCC File No. BMPCDT-20070125ACP), which was due to expire
on August 18, 2009, for the same reasons that were set forth in the request for
STA.  That tolling request remains pending at the FCC.

      


      On September 29, 2009, in response to a
routine due diligence request submitted by counsel to Nexstar, a member of the
FCC’s Enforcement Bureau reported that there are one or more formal or informal
complaints currently pending against KSNF.

      


      KSFX-TV, Springfield,
Missouri

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.

      


      On January 3, 2006, Cable America
submitted a petition to deny the application for renewal of KSFX-TV’s
license.  Cable America raised issues with respect to Nexstar’s
relationship to Mission Broadcasting, Inc. and Mission’s
stations.  Cable America subsequently submitted a motion to dismiss
its petition to deny; however, the matter remains pending at the
FCC.

      


      On April 26, 2007, the FCC issued a
letter requesting information regarding the station’s broadcast of a news
feature in a September 14, 2006 newscast concerning Novartis.  The
letter was prompted by a complaint from CMD, which asserted that the station
broadcast the relevant segment
without appropriate sponsorship identification.  Nexstar filed a
response to the FCC’s letter on June 25, 2007, and the matter remains
pending.

      


      On September 29, 2009, in response to a
routine due diligence request submitted by counsel to Nexstar, a member of the
FCC’s Enforcement Bureau reported that there are one or more formal or informal
complaints currently pending against KSFX-TV.

      


      WTVW, Evansville,
Indiana

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.  On September
29, 2009, in response to a routine due diligence request submitted by counsel to
Nexstar, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against WTVW.

      


      WTWO, Terre Haute,
Indiana

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.  On September
29, 2009, in response to a routine due diligence request submitted by counsel to
Nexstar, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against WTWO.

      


      WFFT-TV, Fort Wayne,
Indiana

      


      The
processing of the station’s application for renewal of license is subject to a
temporary "hold" or deferral from the FCC’s Enforcement Bureau by reason of one
or more unspecified complaints concerning alleged "indecent"
programming.

      


      On June 7, 2006, the FCC issued a
letter to Nexstar inquiring about allegations that WFFT-TV broadcast allegedly
indecent commercial matter on November 13, 2005 and November 27,
2005.  Nexstar timely filed a response and the matter remains
pending.

      


      On May 3, 2007, the FCC issued a letter
to Nexstar inquiring about allegations that WFFT-TV broadcast allegedly indecent
programming on July 23, 2006.  Nexstar submitted its response to this
inquiry on June 4, 2007 and the matter remains pending.

      


      On September 29, 2009, in response to a
routine due diligence request submitted by counsel to Nexstar, a member of the
FCC’s Enforcement Bureau reported that there are one or more formal or informal
complaints currently pending against WFFT-TV.


      
        
           


        

        
          103

           


        

        
           


        

      


      WCFN, Springfield,
Illinois

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.

      


      WQRF-TV, Rockford,
Illinois

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming

      


      On May 16, 2007, the FCC issued a
$10,000 NALF against WQRF-TV citing the station for its failure to comply with
the FCC’s rules governing the preparation and filing of children’s television
reports on FCC Form 398.  On June 15, 2007, Nexstar filed a Petition
for Reduction or Reconsideration of Forfeiture.  The matter remains
pending before the FCC.

      


      On September 29, 2009, in response to a
routine due diligence request submitted by counsel to Nexstar, a member of the
FCC’s Enforcement Bureau reported that there are one or more formal or informal
complaints currently pending against WQRF-TV.

      


      WMBD-TV, Peoria,
Illinois

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.

       
 

      On March 15, 2006, the Commission
issued a NALF against the station pursuant to 47 C.F.R. Sec.73.3999 in the
amount of $32,500 for a December 31, 2005 broadcast of the program Without A
Trace.  Nexstar, in association with the CBS network
affiliates, submitted an opposition to the NALF.   This matter
remains pending before the FCC.

      


      On September 29, 2009, in response to a
routine due diligence request submitted by counsel to Nexstar, a member of the
FCC’s Enforcement Bureau reported that there are one or more formal or informal
complaints currently pending against WMBD-TV.

      


      WCIA, Champaign,
Illinois

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.

      


      On March 15, 2006, the Commission
issued a NALF against the station pursuant to 47 C.F.R. Sec.73.3999 in the
amount of $32,500 for a December 2005 broadcast of the program Without A
Trace.  Nexstar, in association with the CBS network
affiliates, submitted an opposition to the NALF.   This matter
remains pending before the FCC.

       

      On August 11, 2006, the FCC issued a
letter requesting information regarding the station’s broadcast  of a
news feature in a January 17, 2006 newscast concerning ethanol
plants.  The letter was prompted by a complaint from CMD,
which  asserted that the station broadcast the relevant segment
without appropriate sponsorship identification.  Nexstar timely filed
a response to this letter inquiry and the matter remains pending.

      


      On September 29, 2009, in response to a
routine due diligence request submitted by counsel to Nexstar, a member of the
FCC’s Enforcement Bureau reported that there are one or more formal or informal
complaints currently pending against WCIA.

      


      WDHN, Dothan,
Alabama

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.  On September
29, 2009, in response to a routine due diligence request submitted by counsel to
Nexstar, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against WDHN.

      


      KFTA-TV, Fort Smith,
Arkansas

      


      On September 29, 2009, in response to a
routine due diligence request submitted by counsel to Nexstar, a member of the
FCC’s Enforcement Bureau reported that there are one or more formal or informal
complaints currently pending against KFTA-TV.

       

      


      KNWA-TV, Rogers,
Arkansas

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.  On September
29, 2009, in response to a routine due diligence request submitted by counsel to
Nexstar, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against
KNWA-TV.

       

      KARK-TV, Little Rock,
Arkansas

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.  On September
29, 2009, in response to a routine due diligence request submitted by counsel to
Nexstar, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against
KARK-TV.

      


       

      
        
           


        

        
          104

           


        

        
           


        

      


      KARZ-TV, Little Rock,
Arkansas

      


      None.

       
 

      KARD, West Monroe,
Louisiana

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.  On September
29, 2009, in response to a routine due diligence request submitted by counsel to
Nexstar, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against KARD.

      


      KSVI, Billings,
Montana

      


      The processing of the station’s
application for renewal of license is subject to a temporary "hold" or deferral
from the FCC’s Enforcement Bureau by reason of one or more unspecified
complaints concerning alleged "indecent" programming.  On September
29, 2009, in response to a routine due diligence request submitted by counsel to
Nexstar, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against KSVI.

      


       WCWJ, Jacksonville,
Florida

      


      On September 17, 2009, in response to a
routine due diligence request submitted by counsel to Nexstar Broadcasting,
Inc., a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against WCWJ.

      


       
 

      



      
        
           


        

        
          105

           


        

        
           


        

      


      SCHEDULE
5.21

       

      NETWORK
AFFILIATION AGREEMENTS

       

      Nexstar
Stations

      

        
          	
                  WTVW

                	
                  Evansville, IN

                	
                  Fox

                	
                  June
      2010

                
	
                  WQRF

                	
                  Rockford,
      IL

                	
                  Fox

                	
                  June
      2010

                
	
                  KARD

                	
                  Monroe, LA-El Dorado, AR

                	
                  Fox

                	
                  June
      2010

                
	
                  KSFX

                	
                  Springfield,
      MO

                	
                  Fox

                	
                  June
      2010

                
	
                  WFXV

                	
                  Utica,
      NY

                	
                  Fox

                	
                  June
      2010

                
	
                  WFFT

                	
                  Ft.
      Wayne, IN

                	
                  Fox

                	
                  June
      2010

                
	
                  WBRE

                	
                  Wilkes
      Barre-Scranton, PA

                	
                  NBC

                	
                  December
      2011

                
	
                  WTWO

                	
                  Terre
      Haute, IN

                	
                  NBC

                	
                  December
      2011

                
	
                  KFDX

                	
                  Wichita
      Falls, TX-Lawton, OK

                	
                  NBC

                	
                  December
      2011

                
	
                  KSNF

                	
                  Joplin,
      MO-Pittsburg, KS

                	
                  NBC

                	
                  December
      2011

                
	
                  WTAJ

                	
                  Johnstown-Altoona,
      PA

                	
                  CBS

                	
                  May
      2010

                
	
                  KFTA

                	
                  Ft.
      Smith-Fayetteville-Springdale-Rogers, AR

                	
                  Fox/NBC

                	
                  June
      2010

                
	
                  WDHN

                	
                  Dothan,
      AL

                	
                  ABC

                	
                  December
      2010

                
	
                  WJET

                	
                  Erie,
      PA

                	
                  ABC

                	
                  December
      2010

                
	
                  KSVI

                	
                  Billings,
      MT

                	
                  ABC

                	
                  December
      2010

                
	
                  KMID

                	
                  Odessa-Midland,
      TX

                	
                  ABC

                	
                  December
      2010

                
	
                  KQTV

                	
                  St.
      Joseph, MO

                	
                  ABC

                	
                  December
      2010

                
	
                  WPNY-LP

                	
                  Utica,
      NY

                	
                  MyNetworkTV

                	
                  September
      2011

                
	
                  WCFN

                	
                  Champaign-Springfield-Decatur,
      IL

                	
                  MyNetworkTV

                	
                  September
      2011

                
	
                  KARZ

                	
                  Little
      Rock-Pine Bluff Arkansas

                	
                  MyNetworkTV

                	
                  September
      2011

                
	
                  KLST

                	
                  San
      Angelo, TX

                	
                  CBS

                	
                  August
      2012

                
	
                  KTAB

                	
                  Abilene-Sweetwater,
      TX

                	
                  CBS

                	
                  December
      2012

                
	
                  KNWA

                	
                  Ft.
      Smith-Fayetteville-Springdale-Rogers, AR

                	
                  NBC

                	
                  January
      2013

                
	
                  WROC

                	
                  Rochester,
      NY

                	
                  CBS

                	
                  January
      2013

                
	
                  KLBK

                	
                  Lubbock,
      TX

                	
                  CBS

                	
                  July
      2013

                
	
                  WCIA

                	
                  Champaign-Springfield-Decatur,
      IL

                	
                  CBS

                	
                  September
      2013

                
	
                  WMBD

                	
                  Peoria-Bloomington,
      IL

                	
                  CBS

                	
                  September
      2013

                
	
                  KBTV

                	
                  Beaumont-Port
      Arthur, TX

                	
                  FOX

                	
                  December
      2013

                
	
                  KAMR

                	
                  Amarillo,
      TX

                	
                  NBC

                	
                  December
      2014

                
	
                  KTAL

                	
                  Shreveport,
      LA

                	
                  NBC

                	
                  December
      2014

                
	
                  KARK

                	
                  Little
      Rock-Pine Bluff, AR

                	
                  NBC

                	
                  December
      2014

                
	
                  WHAG

                	
                  Washington,
      DC/Hagerstown, MD

                	
                  NBC

                	
                  December
      2014

                
	
                  WLYH

                	
                  Harrisburg-Lancaster-Lebanon-York,
      PA

                	
                  The
      CW

                	
                  September 2016

                
	
                  WCWJ

                	
                  Jacksonville,
      FL

                	
                  The
      CW

                	
                  September
      2011

                


        

Mission
Stations

      


      
        	
                KCIT

              	
                  

              	
                Amarillo,
      TX

              	
                  

              	
                Fox

              	
                  

              	
                June
      2010

              
	
                KHMT

              	
                  

              	
                Billings,
      MT

              	
                  

              	
                Fox

              	
                  

              	
                June
      2010

              
	
                KJTL

              	
                  

              	
                Wichita
      Falls, TX-Lawton, OK

              	
                  

              	
                Fox

              	
                  

              	
                June
      2010

              
	
                WFXP

              	
                  

              	
                Erie,
      PA

              	
                  

              	
                Fox

              	
                  

              	
                June
      2010

              
	
                WFXW

              	
                  

              	
                Terre
      Haute, IN

              	
                  

              	
                Fox

              	
                  

              	
                June
      2010

              
	
                KSAN

              	
                  

              	
                San
      Angelo, TX

              	
                  

              	
                NBC

              	
                  

              	
                December 2010

              
	
                KRBC

              	
                  

              	
                Abilene-Sweetwater,
      TX

              	
                  

              	
                NBC

              	
                  

              	
                December
      2010

              
	
                WUTR

              	
                  

              	
                Utica,
      NY

              	
                  

              	
                ABC

              	
                  

              	
                December
      2010

              
	
                WTVO

              	
                  

              	
                Rockford,
      IL

              	
                  

              	
                ABC

              	
                  

              	
                December
      2010

              
	
                KAMC

              	
                  

              	
                Lubbock,
      TX

              	
                  

              	
                ABC

              	
                  

              	
                December
      2010

              
	
                KCPN-LP

              	
                  

              	
                Amarillo,
      TX

              	
                  

              	
                MyNetworkTV

              	
                  

              	
                September
      2011

              
	
                KJBO-LP

              	
                  

              	
                Wichita
      Falls, TX-Lawton, OK

              	
                  

              	
                MyNetworkTV

              	
                  

              	
                September
      2011

              
	
                KTVE

              	
                  

              	
                Monroe,
      LA-El Dorado, AR

              	
                  

              	
                NBC

              	
                  

              	
                December
      2011

              
	
                KODE

              	
                  

              	
                Joplin,
      MO-Pittsburg, KS

              	
                  

              	
                ABC

              	
                  

              	
                December
      2012

              
	
                KOLR

              	
                  

              	
                Springfield,
      MO

              	
                  

              	
                CBS

              	
                  

              	
                June
      2013

              
	
                WYOU

              	
                  

              	
                Wilkes
      Barre-Scranton, PA

              	
                  

              	
                CBS

              	
                  

              	
                June
      2015

              


      

      



      
        
           


        

        
          106

           


        

        
           


        

      


      


       

      SCHEDULE
6.17(a)

       

      STATIONS
WITH TOWERS, TRANSMITTERS OR TRANSLATORS

       

      NEXSTAR
TOWERS AND TRANSMITTERS

      


      
        	
                Station
      Call Sign

              	
                FCC
      ASR No.

              	
                Owner

              	
                Property
      Description

              
	
                KAMR

              	
                1048587

              	
                American
      Tower

              	
                See
      Schedule 5.09 No. 60

              
	
                KARD

              	
                1021563

              	
                American
      Tower

              	
                See
      Schedule 5.09 No. 62

              
	
                KARK

              	
                1019242

              	
                Nexstar
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 8

              
	
                KARZ8

              	
                1019242

              	
                Nexstar
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 8

              
	
                KBTV

              	
                1267265

              	
                Nexstar
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 27

              
	
                KFDX

              	
                1044169

              	
                Nexstar
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 28

              
	
                KFTA

              	
                1038012

              	
                Nexstar
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 9

              
	
                KLBK

              	
                1054347

              	
                American
      Tower

              	
                See
      Schedule 5.09 No. 63

              
	
                KLST

              	
                1048460

              	
                Nexstar
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 34

              
	
                KMID

              	
                1051488

              	
                Pinnacle

              	
                See
      Schedule 5.09 No. 77

              
	
                KNWA

              	
                1238430

              	
                Clark
      Communications

              	
                See
      Schedule 5.09 No. 78

              
	
                KQTV

              	
                1000389

              	
                Nexstar
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 38

              
	
                KSFX

              	
                1028721

              	
                American
      Tower

              	
                See
      Schedule 5.09 No. 59

              
	
                KSNF

              	
                1002544

              	
                Nexstar
      Broadcasting, Inc.9

              	
                See
      Schedule 5.09 No. 37

              
	
                KSVI

              	
                1000794

              	
                American
      Tower

              	
                See
      Schedule 5.09 No. 66

              
	
                KTAB

              	
                1215589

              	
                Nexstar
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 32

              
	
                KTAL

              	
                1025912

              	
                Nexstar
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 11

              
	
                WBRE

              	
                1027162

              	
                Mission
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 5

              
	
                WCFN

              	
                1016051

              	
                Nexstar
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 24

              
	
                WCIA

              	
                1016057

              	
                Nexstar
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 20

              
	
                WCWJ

              	
                1025608

              	
                Nexstar
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 44

              
	
                WDHN

              	
                1040389

              	
                Nexstar
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 39

              
	
                WFFT

              	
                1034986

              	
                American
      Tower

              	
                See
      Schedule 5.09 No. 76

              
	
                WFXV10

              	
                1003764

              	
                Mission
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 54

              
	
                WHAG

              	
                1036848

              	
                American
      Tower

              	
                See
      Schedule 5.09 No. 56

              
	
                WJET

              	
                1033280

              	
                Nexstar
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 6

              
	
                WLYH

              	
                1036777

              	
                Clear
      Channel

              	
                See
      Schedule 5.09 No. 80

              
	
                WMBD

              	
                1016047

              	
                Nexstar
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 26

              
	
                WQRF

              	
                1035539

              	
                Mission
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 76

              
	
                WROC

              	
                1003864

              	
                Nexstar
      Broadcasting, Inc. & WHEC TV LLC

              	
                See
      Schedule 5.09 No. 17

              
	
                WTAJ

              	
                1026694

              	
                Nexstar
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 7

              
	
                WTVW

              	
                1027511

              	
                American
      Tower

              	
                See
      Schedule 5.09 No. 58

              
	
                WTWO

              	
                1027196

              	
                Nexstar
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 40

              
	
                WPNY-LP11

              	
                1003764

              	
                Mission
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 54

              


      

      


      NEXSTAR
TRANSLATORS

      


      
        	
                Station
      Call Sign

              	
                Signal
      Identified

              	
                Equipment
      Location

              
	
                KLBK

              	
                K44FG

              	
                Snyder,
      TX

              
	
                KMID

              	
                K12FM

              	
                Fort
      Stockton, TX

              
	
                KAMR

              	
                K25CP

              	
                Tulia,
      TX

              
	
                KAMR

              	
                K28BA

              	
                San
      Jon, TX

              
	
                KAMR

              	
                K45BF

              	
                Clovis,
      NM

              
	
                WBRE

              	
                W24BL

              	
                Pottsville,
      PA

              
	
                WBRE

              	
                W30AN

              	
                Williamsport,
      PA

              
	
                WBRE

              	
                W51BP

              	
                Clarks
      Summit, PA

              
	
                WBRE

              	
                W64AL

              	
                Stroudsburg,
      PA

              
	
                WFXV

              	
                WPNY-LP

              	
                Utica,
      NY

              
	
                WFXV

              	
                W31BP

              	
                Burlington,
      NY

              
	
                WFXV

              	
                W53AM

              	
                Utica,
      NY

              
	
                KSVI

              	
                K06AT

              	
                Sheridan,
      WY

              
	
                KSVI

              	
                K16DH

              	
                Miles
      City, MT

              
	
                KSVI

              	
                K16DZ

              	
                Hardin,
      MT

              
	
                KSVI

              	
                K19FF

              	
                Miles
      City, MT

              
	
                KSVI

              	
                K25BP

              	
                Hardin,
      MT

              
	
                KSVI

              	
                K27IM

              	
                Billings,
      MT

              
	
                KSVI

              	
                K33EA

              	
                Columbus,
      MT

              
	
                KSVI

              	
                K58IH

              	
                Colstrip,
      MT

              
	
                KSVI

              	
                K66EQ

              	
                Colstrip,
      MY

              


      

      


      


      MISSION
TOWERS AND TRANSMITTERS

      


      
        	
                Station
      Call Sign

              	
                FCC
      ASR No.

              	
                Owner

              	
                Property
      Description

              
	
                KAMC

              	
                1054347

              	
                American
      Tower

              	
                See
      Schedule 5.09 No. 120

              
	
                KCIT

              	
                1048587

              	
                American
      Tower

              	
                See
      Schedule 5.09 No. 116

              
	
                KHMT

              	
                1026263

              	
                American
      Tower

              	
                See
      Schedule 5.09 No. 122

              
	
                KJTL

              	
                1050255

              	
                Mission
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 113

              
	
                KODE

              	
                1012933

              	
                Spectrasite/American
      Tower

              	
                See
      Schedule 5.09 No. 114

              
	
                KOLR

              	
                1028721

              	
                American
      Tower

              	
                See
      Schedule 5.09 No. 115

              
	
                KRBC12

              	
                1215589

              	
                Nexstar
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 32

              
	
                KSAN

              	
                1054170

              	
                Producers
      Livestock Auction Company

              	
                See
      Schedule 5.09 No. 126

              
	
                KTVE

              	
                1039950

              	
                American
      Tower

              	
                See
      Schedule 5.09 No. 123

              
	
                WFXP13

              	
                1033280

              	
                Nexstar
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 6

              
	
                WFXW

              	
                1027196

              	
                Mission
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 49

              
	
                WTVO

              	
                1035539

              	
                Mission
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 55

              
	
                WUTR

              	
                1003764

              	
                Mission
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 54

              
	
                WYOU

              	
                1027162

              	
                Mission
      Broadcasting, Inc.

              	
                See
      Schedule 5.09 No. 45

              
	
                KJBO-LP

              	
                1058252

              	
                Andrews
      Tower

              	
                See
      Schedule 5.09 No. 124

              
	
                KCPN-LP

              	
                1048587

              	
                American
      Tower

              	
                See
      Schedule 5.09 No. 116

              


      

      


      


      MISSION
TRANSLATORS

      


       

      


       

      
        	
                Station
      Call Sign

              	
                Signal
      Identified

              	
                Equipment
      Location

              
	
                WYOU

              	
                W19AR

              	
                Clarks
      Summit, PA

              
	
                WYOU

              	
                W26AT

              	
                Williamsport,
      PA

              
	
                WYOU

              	
                W54AV

              	
                Mansfield,
      PA

              
	
                WYOU

              	
                W55AG

              	
                Williamsport,
      PA

              
	
                WYOU

              	
                W60AH

              	
                Stroudsburg,
      PA

              
	
                WYOU

              	
                W66AI

              	
                Pottsville,
      PA

              
	
                KCIT

              	
                KCPN-LP

              	
                Amarillo,
      TX

              
	
                KCIT

              	
                K30DZ

              	
                San
      Jon, NM

              
	
                KCIT

              	
                K35CG

              	
                Bovina,
      TX

              
	
                KCIT

              	
                K47DH

              	
                Clovis,
      NM

              
	
                KJTL

              	
                KJBO-LP

              	
                Amarillo,
      TX

              
	
                KJTL

              	
                K47DK

              	
                Grandfield,
      OK

              
	
                KJTL

              	
                K53DS

              	
                Lawton,
      OK

              


      

      

        

      

        
        8           KARZ
operated out of KARK facility.

      

        
        9           Top
500 feet of tower collapsed on May 8, 2009; being rebuilt approximately 10 feet
away and will be assigned a new ASR number.

      

        
        10           Tower
owned by WUTR.

      

        
        11           Tower
owned by WUTR.

      

        
        12           Tower
operated by KTAB.

      

        
        13           Tower
owned by WJET.

      


      
        
           


        

        
          107

           


        

        
           


        

      


      SCHEDULE
6.17(b)

       

      PETTY
CASH ACCOUNTS

       

      


       


      
        
           


        

        
          108

           


        

        
           


        

      


      SCHEDULE
7.02

       

      EXISTING
LIENS

       

      KTAL-Shreveport, LA
(LA1):

      
        	
                •

              	
                State
      Tax Lien against Nexstar Broadcasting of Louisiana, L.L.C. in favor of
      Louisiana Department of Revenue, in the principal amount of $200,256.42,
      dated 1/27/05, recorded 3/1/05, in Bk. 4016,  page 266, under
      registry No. 1961885 of the Mortgage Records of Caddo Parish,
      LA.

              


      

      


      KTAL-Shreveport, LA
(LA2):

      
        	
                •

              	
                State
      Tax Lien against Nexstar Broadcasting of Louisiana, L.L.C. in favor of
      Louisiana Department of Revenue, in the principal amount of $200,256.42,
      dated 1/27/05, recorded 3/1/05, in Bk. 4016, page 266, under registry No.
      1961885 of the Mortgage Records of Caddo Parish,
  LA.

              


      

      


      
        	
                •

              	
                Redemption
      of City Tax Sale for unpaid 2004 taxes, assessed in the name of Nexstar
      Broadcasting, L.L.C., as evidenced by deed in favor of Red Hill
      Associates, L.L.C. and recorded 6/17/05, in Bk. 3773, pg. 255, under
      Registry No. 1983860 and confirmed by motion judgment in favor of
      Investors Funding, L.L.C. recorded 2/13/09 in Bk. 4195, pg. 117, of the
      Conveyance Records of Caddo Parish,
LA.

              


      

      


      
        	
                •

              	
                Redemption
      of City Tax Sale for unpaid 2004 taxes, assessed in the name of Nexstar
      Broadcasting, L.L.C., as evidenced by deed in favor of Mortgage Equities
      and recorded 6/17/05, in Bk. 3773, pg. 256, under Registry No. 1983861 and
      confirmed by motion judgment in favor of Investors Funding, L.L.C.
      recorded 2/13/09 in Bk. 4195, ,pg. 117, of the Conveyance Records of Caddo
      Parish, LA.

              


      

      


      WTWO-Terre Haute, IN
(IN1)

      
        	
                •

              	
                Tax
      Warrant in the amount of $5,298.46 in favor of the State of IN against
      Nexstar Broadcasting of the Midwest filed 6/24/2005 for Cause No.
      05140342.

              


      

      


       

      WROC-Rochester, NY (NY1, 2
& 3)

      
        	
                •

              	
                Judgment
      against Nexstar Broadcasting Group, Inc. in favor of Workers Compensation
      Board of the State of New York in the amount of $79,000.00 for Cause No.
      11582/09; perfected 7/13/09; Docketed
8/14/09.

              


      


      
        
           


        

        
          109

           


        

        
           


        

      


      SCHEDULE
7.05(l)

       

      EXISTING
INDEBTEDNESS

       

       

      


      
        	
                INDEBTEDNESS

              	
                FACE
      VALUE

                OUTSTANDING

              
	
                11.375%
      Senior Discount Notes due 2013, issued by Nexstar Finance Holdings, Inc.
      (the "11.375 Notes").

              	
                $49,981,388

              
	
                7%
      Senior Subordinated PIK Notes due 2014, issued by Nexstar Broadcasting,
      Inc. (the "7% PIK Notes").

              	
                $142,320,761

              
	
                7%
      Senior Subordinated Notes due 2014, issued by Nexstar Broadcasting, Inc.
      (the "7% Notes").

              	
                $47,910,000

              
	
                Senior
      Subordinated PIK Notes due 2014, issued by Nexstar Broadcasting, Inc. (the
      "Senior Subordinated PIK Notes").

              	
                $35,623,410

              
	
                Nexstar
      Broadcasting Group, Inc. guarantees all of the outstanding principal
      amounts of the 11.375% Notes, the 7% Senior Subordinated Notes,
      the  the 7% Senior Subordinated PIK Notes  and the
      Senor Subordinated Notes.

              	 
      
	
                The
      Nexstar Entities Guarantee all obligations incurred by the Mission
      Borrower under the Mission Loan Documents.

              	 
      


      

       
 

      


       

      


       


      
        
           


        

        
          110

           


        

        
           


        

      


      SCHEDULE
7.06

       

      AFFILIATE
TRANSACTIONS

       

      
        	
                 
      

              	
                §

              	
                See
      Schedule 1.01(A)

              


      

      


      
        	
                 
      

              	
                §

              	
                Agreement
      between Mission Broadcasting of Wichita Falls, Inc., Mission Broadcasting
      of Amarillo, Inc., Bastet Broadcasting, Inc., David Smith and Nancie J.
      Smith dated as of January 1, 2001, as
amended.

              


      

       

      


       


      
        
           


        

        
          111

           


        

        
           


        

      


      SCHEDULE
7.11

       

      INVESTMENTS

       

      Nexstar
Broadcasting Group, Inc. owns all of the outstanding common stock of Nexstar
Finance Holdings, Inc.

       

      Nexstar
Finance Holdings, Inc. owns all of the outstanding common stock of Nexstar
Broadcasting, Inc.

       


      
        
           


        

        
          112

           


        

        
           


        

      


      SCHEDULE
8.01(a)

       

      MISSION
REPRESENTATIONS AND WARRANTIES

       

      1.  Each
Mission Entity (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization; (b) has the corporate,
limited liability company or partnership power and authority, legal right and
all governmental licenses, Authorizations, consents and approvals to own (or
hold under lease) and operate its property or assets and conduct the business in
which it is currently engaged except, with respect only to such legal right and
governmental licenses, Authorizations, consents and approvals, where the failure
to possess any such legal right or governmental license, Authorization, consent
or approvals could not reasonably be expected to have a Material Adverse Effect
(as defined in the Mission Credit Agreement); (c) has the corporate, limited
liability company or partnership power and authority, legal right and all
governmental licenses, Authorizations, consents and approvals to execute,
deliver, and perform its obligations under the Mission Loan Documents to which
it is a party; (d) is duly qualified to do business as a foreign entity, and
licensed and in good standing, under the laws of each jurisdiction where its
ownership, lease or operation of property or the nature or conduct of its
business requires such qualification or license, except where the failure so to
qualify could not reasonably be expected to have a Material Adverse Effect (as
defined in the Mission Credit Agreement); and (e) is in compliance, in all
material respects, with all Requirements of Law; or

       

      2.  The
execution, delivery and performance by each Mission Entity of each Mission Loan
Document to which such Mission Entity is a party has been duly authorized by all
necessary corporate, limited liability company or partnership action, as the
case may be, of such Mission Entity and does not and will not: (a) contravene
any terms of the Charter Documents (as defined in the Mission Credit Agreement)
of such Mission Entity, (b) conflict with or result in any breach or
contravention of, constitute (alone or with notice or lapse of time or both) a
default under or give rise to any right to accelerate any material Contractual
Obligation (as defined in the Mission Credit Agreement) of any Mission Entity
and will not result in, or require, the creation of any Lien on any of their
respective properties or any revenues, income or profits therefrom, whether now
owned or hereafter acquired pursuant to any Requirement of Law or Contractual
Obligation (as defined in the Mission Credit Agreement) (other than pursuant to
the Security Documents (as defined in the Mission Credit Agreement, referred to
herein as the “Mission Security Documents”)) to which such Mission Entity is a
party or any order, injunction, writ or decree of any Governmental Authority to
which such Mission Entity or its property is subject; or (c) violate any
Requirement of Law.  On or prior to the Second Amendment Effective
Date, the Administrative Agent (as defined in the Mission Credit Agreement,
referred to herein as the “Mission Administrative Agent”) shall have received
copies of all Charter Documents (as defined in the Mission Credit Agreement) for
each Credit Party, as each such Charter Document is in effect on the Second
Amendment Effective Date, including all schedules, exhibits, annexes and other
documents and instruments related thereto or in connection therewith;
or

       

      3.           No
approval, consent, exemption, Authorization, or other action by, or in respect
of, or notice to, or filing with (or approvals required under state blue sky
securities laws) any Governmental Authority or any other Person is necessary or
required in connection with the execution, delivery or performance by, or
enforcement against, any Mission Entity of any Mission
Loan Document to which it is a party, except that (i) certain of the Mission
Loan Documents may have to be filed with the FCC after the Effective Date and
(ii) the prior approval of the FCC may be required for the Mission Lenders to
exercise certain of their rights with respect to the Stations (as defined in the
Mission Credit Agreement); or

       

      4.           Each
Loan Document to which any Mission Entity is a party constitutes the legal,
valid and binding obligation of such Mission Entity to the extent such Mission
Entity is a party thereto, enforceable against such Mission Entity in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles of general applicability;
or

       

      5.           There
are no actions, suits, proceedings, claims or disputes pending, or to the best
knowledge of each Mission Entity, threatened at law, in equity, in arbitration
or before any Governmental Authority, against any Mission Entity or any of their
respective properties or assets which: (a) purport to affect or pertain to the
Mission Credit Agreement or any other Mission Loan Document, or any of the
transactions contemplated thereby; or (b) as to which there is a reasonable
possibility of an adverse determination, that if adversely determined, could,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect (as defined in the Mission Credit Agreement).  No
injunction, writ, temporary restraining order or any order of any nature has
been issued by any court or other Governmental Authority purporting to enjoin or
restrain the execution, delivery or performance of the Mission Credit Agreement
or any other Mission Loan Document, or directing that any transaction provided
for herein or therein not be consummated as therein provided; or

       

      6.           No
Default (as defined in the Mission Credit Agreement) exists or will result from
the incurring of any Mission Obligations by any Mission Entity.  No
Mission Entity is in default under or with respect to any Contractual Obligation
(as defined in the Mission Credit Agreement) in any respect which, individually
or in the aggregate, could reasonably be expected to have a Material Adverse
Effect (as defined in the Mission Credit Agreement); or

       

      7.           Each
employee benefit plan (as defined in Section 3(3) of ERISA) which any Mission
Entity or any "ERISA Affiliate" (as defined in the Mission Credit Agreement,
referred to herein as a "Mission ERISA Affiliate") sponsors or maintains, or to
which any Mission Entity or any Mission ERISA Affiliate makes or is making, or
is obligated to make, contributions and includes any "Pension Plan" (as defined
in the Mission Credit Agreement, referred to herein as a "Mission Pension Plan")
or "Multiemployer Plan" (as defined in the Mission Credit Agreement, referred to
herein as a "Mission Multiemployer Plan") (such employee benefit plan referred
to herein as a "Mission Plan") is in compliance in all material respects with
the applicable provisions of ERISA, the Code and other federal or state
law.  Each Mission Plan which is intended to qualify under Section
401(a) of the Code (i) has received a favorable determination letter from the
Internal Revenue Service or (ii) has been recently established and has not
received such a determination letter and such Mission Plan complies with the
requirements of Section 401(a) of the Code; and to the best knowledge of each
Mission Entity nothing has occurred which would cause the loss of such
qualification or the revocation of such determination letter.  There
are no pending or, to the best knowledge of each Mission Entity, threatened
claims, actions or lawsuits, or action by any Governmental Authority, with
respect to any Mission Plan which has resulted, or could reasonably be expected
to result, in a Material Adverse Effect (as defined in the Mission Credit
Agreement).  There has been no prohibited transaction or violation of
the fiduciary responsibility rules with respect to any Mission Plan which has
resulted, or could reasonably be expected to result, in a Material Adverse
Effect (as defined in the Mission Credit Agreement).  No "ERISA Event"
(as defined in the Mission Credit Agreement, referred to herein as a "Mission
ERISA Event") has occurred or is reasonably expected to occur with respect to
any Mission Pension Plan or Mission Multiemployer Plan.  As of the
date hereof, no Mission Pension Plan has an "Unfunded Pension Liability" (as
defined in the Mission Credit Agreement, referred to herein as a "Mission
Unfunded Pension Plan").  No Mission Entity and no Mission ERISA
Affiliate has incurred, nor reasonably expects to incur, any material liability
under Title IV of ERISA with respect to any Mission Pension Plan.  No
Mission Entity and no Mission ERISA Affiliate has incurred nor reasonably
expects to incur any material liability (and no event has occurred which, with
the giving of notice under Section 4219 of ERISA, would result in such material
liability) under Section 4201 or 4243 of ERISA with respect to a Mission
Multiemployer Plan.  No Mission Entity and no Mission ERISA Affiliate
has transferred any Mission Unfunded Pension Liability to any Person or
otherwise engaged in a transaction that could be subject to Section 4069 or
4212(c) of ERISA; or

       

      8.  No
Mission Entity is engaged principally, or as one of its important activities, in
the business of extending credit for the purpose of purchasing or carrying
Margin Stock; or

       

      9.  Each
Mission Entity has good record and indefeasible title in fee simple to, or a
valid leasehold interest in, all its Real Property, and good title to, a valid
leasehold interest in, or a valid right to use, all its other property and
assets which are material to the operations of its businesses, in each case
subject only to Permitted Liens. All Mortgaged Properties of the Mission
Entities as of December 15, 2009 are listed on Schedule 5.09 (except
the two properties listed on such schedule asterisked as not to be
mortgaged).   Each Nexstar Entity has good record and
indefeasible title in fee simple to, or a valid leasehold interest in, all its
Real Property, and good title to, a valid leasehold interest in, or a valid
right to use, all its other property and assets which are material to the
operations of its businesses, in each case subject only to Permitted
Liens.  All Mortgaged Properties of the Nexstar Entities as of
December 15, 2009 are listed on Schedule 5.09 (except
the two properties listed on such schedule asterisked as not to be
mortgaged).  The list of real properties owned and leased on Schedule 5.09 is a
true, accurate and complete listing of all real property of the Credit Parties
owned and/or leased by any Credit Party on the Second Amendment Effective
Date.  The list of repeaters, towers, transmitters and translators on
Schedule
6.17(a) is a true, accurate and complete list of all repeaters, towers,
transmitters and translators (other than any such equipment located on a motor
vehicle which will be subject to a Lien and security interest pursuant to Section 6.17(b))
owned and/or leased by any Credit Party on the Second Amendment Effective
Date.  Each Mission Entity has complied with all obligations under all
leases to which it is a party and all such leases are in full force and effect
and (ii) each Mission Entity enjoys peaceful and undisturbed possession under
all such leases under which it is a tenant, in each case except where the
failure to comply or to enjoy such possession, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect (as defined
in the Mission Credit Agreement).  As of the date of the Mission
Credit Agreement, (i) no Mission Entity has received any notice of, nor does any
Credit Party have any knowledge of, any pending or contemplated condemnation
proceeding affecting any Real Property owned by such Mission Entity or any sale
or disposition thereof in lieu of condemnation and (ii) no Mission Entity is
obligated under any right of first refusal, option or other
contractual right to sell, assign or otherwise dispose of any of its Real
Property or any interest therein.  Each Mission Entity owns, or
otherwise has the right to use, all trademarks, tradenames, copyrights,
technology, know-how and processes ("Mission Intellectual
Property") necessary for the conduct of its business as currently
conducted except for those which the failure to own or have the right to use,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect (as defined in the Mission Credit
Agreement).  Except for such claims that, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect
(as defined in the Mission Credit Agreement), no claim has been asserted and is
pending by any Person challenging or questioning the use of any such Mission
Intellectual Property or the validity or effectiveness of any such Mission
Intellectual Property, nor does any Mission Entity know of any valid basis for
any such claim.  Except for such infringements that, individually or
in the aggregate, could not reasonably be expected to have a Material Adverse
Effect (as defined in the Mission Credit Agreement), to the knowledge of each
Mission Entity, the use of such Mission Intellectual Property by such Mission
Entity does not infringe on the rights of any Person; or

       

      10.           Each
Mission Entity has filed all federal and other material tax returns and reports
required to be filed and paid the tax thereon shown to be due, and has paid all
federal and other material taxes, assessments, fees and other governmental
charges levied or imposed upon them or their properties, income or assets
otherwise due and payable, except those which are being contested in good faith
by appropriate proceedings and for which adequate reserves have been provided in
accordance with GAAP.  There is no proposed tax assessment against any
Mission Entity which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect (as defined in the Mission Credit
Agreement); or

       

      
        
          
             


          

          
            113

             


          

          
             


          

        

      

       

      11.           (a)           The
Audited Financial Statements (as defined in the Mission Credit Agreement) (i)
were prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein; (ii) fairly
present the financial condition of the Mission Borrower as of the date thereof
and their results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein; and (iii) show all material indebtedness and
other liabilities, direct or contingent, of the Mission Borrower as of the date
thereof, including liabilities for taxes, material commitments and Indebtedness,
in each case to the extent required by GAAP (so applied) to be shown
therein.  (b)The unaudited consolidated balance sheet of the Mission
Borrower, if any, most recently delivered to the Mission Administrative Agent
pursuant to Section 6.01(b) of the Mission Credit Agreement, and the related
consolidated statements of income or operations, shareholders' equity and cash
flows for the Fiscal Quarter ended on the date of such balance sheet (i) were
prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein, and (ii) fairly
present the financial condition of the Mission Borrower as of the date thereof
and their results of operations for the period covered thereby, subject, in the
case of clauses (i) and (ii), to the absence of footnotes and to normal year end
audit adjustments. (b)  Since the date of the Audited Financial
Statements (as defined in the Mission Credit Agreement), there has been no event
or circumstance, either individually or in the aggregate, that has had or could
reasonably be expected to have a Material Adverse Effect (as defined in the
Mission Credit Agreement). (c)  Since the date of the Audited
Financial Statements (as defined in the Mission Credit
Agreement), no Internal Control Event has occurred that has had or could
reasonably be expected to have a Material Adverse Effect (as defined in the
Mission Credit Agreement);or

       

      12           All
transactions contemplated by the Mission Credit Agreement and the other Mission
Loan Documents comply in all material respects with (a) Regulations T, U and X
of the Federal Reserve Board and (b) all other Applicable Laws and any rules and
regulations thereunder, except where the failure to comply, in the case of this
clause (b), could not reasonably be expected to have a Material Adverse Effect
(as defined in the Mission Credit Agreement); or

       

      13.           No
Mission Entity is an "investment company" within the meaning of the Investment
Company Act of 1940 or a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company," within the meaning of the Public Utility
Holding Company Act of 1935.  No Mission Entity is subject to
regulation under any other federal or state statute or regulation which limits
its ability to incur Indebtedness or Guaranty Obligations under any Mission Loan
Document; or

       

      14.           All
factual information (excluding, in any event, financial projections) heretofore
or contemporaneously herewith furnished by or on behalf of any Mission Entity in
writing to the Mission Administrative Agent or any Lender (as defined in the
Mission Credit Agreement) for purposes of or in connection with the Mission
Credit Agreement or any transaction contemplated thereby, and all other such
factual information hereafter furnished by or on behalf of any Mission Entity to
the Mission Administrative Agent or any Lender (as defined in the Mission Credit
Agreement) will be, true and accurate in every material respect on the date as
of which such information is dated or certified and not incomplete by omitting
to state any material fact necessary to make such information, in the light of
the circumstances existing at the time such information was delivered, not
misleading; or

       

      15.           The
Mission Entities and their respective Subsidiaries conduct in the ordinary
course of business a review of the effect of existing Environmental Laws and
claims alleging potential liability or responsibility for violation of any
Environmental Law on their respective businesses, operations and properties, and
as a result thereof the no Credit Party has reasonably concluded that such
Environmental Laws and claims could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect (as defined in the
Mission Credit Agreement); or

       

      16.           With
respect to properties currently owned or operating by any Mission Entity or any
of their Subsidiaries, or to the knowledge of the Mission Entities, any property
formerly owned or operated by any Mission Entity or any of its Subsidiaries: (i)
no such property is listed or proposed for listing on the NPL or on the CERCLIS
or any analogous foreign, state or local list or is adjacent to any such
property; (ii) to the knowledge of the Mission Entities, (A) there are no and
never have been any underground or above-ground storage tanks or any surface
impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials
are being or have been treated, stored or disposed on any property currently
owned or operated by any Mission Entity or any of its Subsidiaries or on any
property owned by any other Credit Party or formerly owned or operated by any
Credit Party; (B) there is no asbestos or asbestos-containing material
on any property currently owned or operated by any Credit Party or any of its
Subsidiaries; and (iii) Hazardous Materials have not been released, discharged
or disposed of on any property currently or formerly owned or operated by any
Credit Party or any of its Subsidiaries in excess of the applicable legal limit,
in each case of (a)(i) through (iii) above, other than such matters which,
individually or in the aggregate, could not reasonably be expected to result in
a liability to the Credit Parties, taken as a whole, in an amount greater than
$500,0000 during the term of the Mission Credit Agreement.  Neither
any Mission Entity nor any of its Subsidiaries is undertaking, and has not
completed, either individually or together with other potentially responsible
parties, any investigation or assessment or remedial or response action relating
to any actual or threatened release, discharge or disposal of Hazardous
Materials at any site, location or operation, either voluntarily or pursuant to
the order of any Governmental Authority or the requirements of any Environmental
Law; and all Hazardous Materials generated, used, treated, handled or stored at,
or transported to or from, any property currently or formerly owned or operated
by any Mission Entity or any of its Subsidiaries have been disposed of in a
manner not reasonably expected to result in material liability to any Mission or
any of its Subsidiaries, in each case above, other than such matters which,
individually or in the aggregate, could not reasonably be expected to result in
a liability to the Credit Parties, taken as a whole, in an amount greater than
$500,000 during the term of the Mission Credit Agreement; or

       

      17.           Each
Mission Entity holds such validly issued FCC licenses and Authorizations as are
necessary to operate its respective Stations (the "Mission Stations") as
they are currently operated (collectively, the "Mission FCC
Licenses"), and each such Mission FCC License is in full force and effect
(it being recognized that, as indicated on Schedules 5.17 and
5.17(c) to the
MIssion Credit Agreement, certain Mission Stations are operating pursuant to
Special Temporary Authority).  The Mission Stations and the Mission
FCC Licenses of each Mission Entity as of the Second Amendment Effective Date
are listed on Schedule
5.16, and each of such Mission FCC Licenses has the expiration date
indicated on Schedule
5.16.  No Credit Party has knowledge of any condition imposed
by the FCC as part of any Mission FCC License which is neither set forth on the
face thereof as issued by the FCC nor contained in the rules and regulations of
the FCC applicable generally to stations of the type, nature, class or location
of the Mission Station in question.  Except as otherwise set forth on
Schedules 5.16
and 5.17(c) to
the Mission Credit Agreement, each Mission Station has been and is being
operated in all material respects in accordance with the terms and conditions of
the Mission FCC Licenses applicable to it and the rules and regulations of the
FCC and the Communications Act.  Except as otherwise set forth on
Schedules 5.16
and 5.17(c) to
the Mission Credit Agreement, no proceedings are pending or are threatened which
may result in the revocation, modification, non-renewal or suspension of any of
the Mission FCC Licenses, the denial of any pending applications, the issuance
of any cease and desist order or the imposition of any fines, forfeitures or
other administrative actions by the FCC with respect to any Mission Station or
its operation, other than any matters which, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect (as defined
in the Mission Credit Agreement) and proceedings affecting the television
broadcasting industry in general.  All reports, applications and other
documents required to be filed by the Mission Entities with the FCC with respect
to the Mission Stations have been timely filed, and all such reports,
applications and documents are true, correct and complete in all respects,
except where the failure to make such timely filing or any inaccuracy therein
could not reasonably be expected to have a Material Adverse Effect (as defined
in the Mission Credit Agreement), and except as otherwise set forth on Schedules 5.16 and
5.17(c) to the
Mission Credit Agreement, no Credit Party has
knowledge of any matters which could reasonably be expected to result in the
suspension or revocation of or the refusal to renew any of the Mission FCC
Licenses or the imposition on any Mission Entity of any material fines or
forfeitures by the FCC, or which could reasonably be expected to result in the
revocation, rescission, reversal or modification of any Mission Station's
authorization to operate as currently authorized under the Communications Act
and the policies, rules and regulations of the FCC.  There are no
unsatisfied or otherwise outstanding citations issued by the FCC with respect to
any Mission Station or its operations.  The Mission Borrower has
delivered to the Mission Lenders true and complete copies of all Mission FCC
Licenses (including any and all amendments and other modifications thereto) and
all pending applications relating thereto; or

       

      18.           No
Mission Entity has any Subsidiaries except, on the Second Amendment Effective
Date, those Subsidiaries which are identified in Schedule 5.17 to the
Mission Credit Agreement; or

       

      19.           As
of each date of Credit Event hereunder, each Mission Entity is Solvent on a
consolidated and consolidating basis, both before and after giving effect to any
transaction with respect to which this representation and warranty is being made
and to the incurrence of all Indebtedness, Guarantee Obligations and other
obligations incurred on such date in connection herewith and therewith;
or

       

      20.           There
are no labor controversies pending or, to the best knowledge of each Mission
Entity, threatened against any Mission Entity which could reasonably be expected
to have a Material Adverse Effect (as defined in the Mission Credit Agreement);
or

       

      21.           Each
of the Pledge Agreement and the Smith Pledge Agreement (as each is defined in
the Mission Credit Agreement) is effective to create in favor of the Collateral
Agent (as defined in the Mission Credit Agreement, referred to herein as the
“Mission Collateral Agent”) or the Mission Administrative Agent, for the benefit
of the Mission Lenders, a legal, valid and enforceable security interest in the
collateral pledged thereunder, and the Lien granted pursuant to the Pledge
Agreement and the Smith Pledge Agreement (as each is defined in the Mission
Credit Agreement) constitutes a fully perfected first priority Lien on, and
security interest in, all right, title and interest of the pledgor or pledgors
thereunder in such pledged collateral and the proceeds thereof, in each case
prior and superior in right to any other Person.  The Security
Agreement (as defined in the Mission Credit Agreement) is effective to create in
favor of the Mission Collateral Agent or the Mission Administrative Agent, for
the benefit of the Mission Lenders, a legal, valid and enforceable security
interest in the Security Agreement Collateral (as defined in the Mission Credit
Agreement) and proceeds thereof and the Lien granted pursuant to the Security
Agreement (as defined in the Mission Credit Agreement) constitutes a fully
perfected Lien on, and security interest in, all right, title and interest of
the grantor or grantors thereunder in such Collateral (as defined in the Mission
Credit Agreement) and the proceeds thereof, in each case prior and superior in
right to any other Person, other than with respect to the rights of Persons
pursuant to Permitted Liens (as defined in the Mission Credit Agreement);
or

       

      
        
          
             


          

          
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      22.           The
Mission Borrower has delivered to the Mission Administrative Agent an accurate
and complete list, as of the Second Amendment Effective Date, of each effective
Network Affiliation
Agreement (as defined in the Mission Credit Agreement) and the expiration date
therefor; or

       

      23.           All
of the material properties, equipment and systems of each Mission Entity and the
Mission Stations are, and all material properties, equipment and systems to be
added in connection with any contemplated Mission Station expansion or
construction will be, in condition which is sufficient for the operation thereof
in accordance with past practice of the Mission Station in question and are and
will be in compliance with all applicable standards, rules or requirements
imposed by (a) any governmental agency or authority including without limitation
the FCC and (b) any Mission FCC License, in each case except where such
noncompliance could not reasonably be expected to have a Material Adverse Effect
(as defined in the Mission Credit Agreement); or

       

      24.           As
of the Second Amendment Effective Date, the information contained in the most
recently delivered Information Certificate (as defined in the Mission Credit
Agreement) is true, accurate and complete in all respects, and thereafter the
Information Certificate (as defined in the Mission Credit Agreement), together
with all other such information hereafter furnished by or on behalf of any
Mission Entity to the Mission Administrative Agent reflecting any changes or
additions to the Information Certificate (as defined in the Mission Credit
Agreement), shall be true, accurate and complete in all respects;
or

       

      25.           Each
Mission Entity maintains with financially sound and reputable insurance
companies not Affiliates of Mission Borrower, insurance with respect to its
properties and business against loss or damage of the kinds customarily insured
against by Persons engaged in the same or similar business, of such types and in
such amounts as are customarily carried under similar circumstances by such
other Persons; or

       

      26.           The
provisions of the Mission Security Documents are effective to create in favor of
the Mission Administrative Agent for the benefit of the Secured Parties (as
defined in the Mission Credit Agreement) a legal, valid and enforceable first
priority Lien (subject to Permitted Liens (as defined in the Mission Credit
Agreement)) on all right, title and interest of the respective Mission Entities
in the Collateral owned by each such Mission Entity as described
therein.  Except for filings completed prior to the Second Amendment
Effective Date and as contemplated hereby and by the Mission Security Documents,
no filing or other action will be necessary to perfect or protect such Liens;
or

       

      27.           Full
and complete copies of all Nexstar/Mission Agreements in effect on the Second
Amendment Effective Date have been delivered to the Mission Administrative Agent
together with all exhibits, schedules, annexes and other documents related
thereto or executed in connection therewith.

       

      


       


      
        
           


        

        
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      SCHEDULE
8.01(b)

       

      MISSION
COVENANTS

       

      


       

      Schedule
8.01(b)

       

          1.           The
Mission Borrower shall deliver to the Mission Administrative Agent with
sufficient copies of each Lender (as defined in the Mission Credit Agreement),
(a)  as
soon as available, but not later than 90 days after the end of each Fiscal Year,
(i) a copy
of the audited consolidated balance sheet of the Mission Borrower and its
consolidated Subsidiaries as at the end of such Fiscal Year and the related
consolidated statements of income or operations, shareholders' or members'
equity and cash flows for such Fiscal Year, setting forth in comparative form
the figures for the previous Fiscal Year, and accompanied by (A) a report and
opinion of PricewaterhouseCoopers LLP or another Registered Public Accounting
Firm of nationally recognized standing reasonably acceptable to the Majority
Lenders (as defined in the Mission Credit Agreement), which report and opinion
shall be prepared in accordance with generally accepted auditing standards and
applicable Securities Laws and shall not be subject to any "going concern" or
like qualification or exception or any qualification or exception as to the
scope of such audit and (B) if required to be included in the Mission Borrower's
periodic reports under the applicable Securities Laws, an attestation report of
PricewaterhouseCoopers LLP or such other Registered Public Accounting Firm as to
the Mission Borrower’s internal controls pursuant to Section 404 of Sarbanes
Oxley showing no Internal Control Event or Events, that, in the aggregate (1)
could reasonably be expected to have a Material Adverse Effect (as defined in
the Mission Credit Agreement), or (2) could reasonably be expected to permit the
occurrence of a Material Adverse Effect (as defined in the Mission Credit
Agreement) if left unremedied; and (ii) a copy of the annual budget for the
Mission Borrower and its Subsidiaries for the next Fiscal Year in form and
detail acceptable to the Mission Administrative Agent; (b)as soon as available,
but not later than 45 days after the end of each of the first three Fiscal
Quarters of each Fiscal Year, a copy of the unaudited consolidated balance sheet
of the Mission Borrower and its consolidated Subsidiaries as of the end of such
Fiscal Quarter and the related consolidated statements of income or operations,
shareholders' or members' equity and cash flows for the period commencing on the
first day and ending on the last day of such Fiscal Quarter, and certified (in a
certificate of the Mission Borrower, executed on behalf of the Mission Borrower
by a Responsible Officer) as being complete and correct and fairly presenting in
all material respects, in accordance with GAAP (except for the absence of
footnotes and subject to normal year-end adjustments), the financial position
and the results of operations of the Mission Borrower and its consolidated
Subsidiaries; and (c) as soon as available, but not later than 30 days after the
end of each month, a copy of the unaudited consolidated balance sheet of the
Mission Borrower and its consolidated Subsidiaries as of the end of such month
and the related statements of income, shareholders' or members' equity and cash
flows for the period commencing on the first day and ending on the last day of
such month, and certified (in a certificate of the Mission Borrower, executed on
behalf of the Mission Borrower by a Responsible Officer) as being complete and
correct and fairly presenting in all material respects, in accordance with GAAP
(except for the absence of footnotes and subject to normal year-end
adjustments), the financial position and the results of operations of the
Mission Borrower and its consolidated Subsidiaries.

       


      
        
          
            Annex II
to Second Amendment to

            Fourth
Amended and Restated Credit Agreement

            


            


            5432462v.2
25690/684

          

           


        

        
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          2.           The
Mission Borrower shall furnish to the Mission Administrative Agent, with
sufficient copies for each Lender (as defined in the Mission Credit Agreement):
(a) concurrently with the delivery of the financial statements referred to in
Section 6.01(a) and (b) of the Mission Credit Agreement, a Compliance
Certificate (as defined in the Mission Credit Agreement) of the Mission
Borrower; (b) promptly after the same are sent, copies of all financial
statements and reports which any Mission Entity sends to its shareholders,
partners or members; and promptly after the same are filed, copies of all
financial statements and regular, periodical or special reports which any
Mission Entity may make to, or file with, the SEC, other than filings on Form
11-K and S-8; (c) promptly, such additional business, financial and other
information with respect to any Mission Entity as the Mission Administrative
Agent, at the request of any Lender (as defined in the Mission Credit
Agreement), may from time to time reasonably request; (d) promptly after the
furnishing thereof, copies of any statement or report furnished to any holder of
debt securities of the Mission Borrower pursuant to the terms of any indenture,
loan or credit or similar agreement; (e) promptly, and in any event within two
Business Days after receipt thereof by the Mission Borrower, copies of each
notice or other correspondence received from the SEC (or comparable agency in
any applicable non-U.S. jurisdiction) concerning any investigation or possible
investigation or other inquiry by such agency regarding financial or other
operational results of the Mission Borrower; and (f) promptly upon receipt
thereof, notice of any change in, or change regarding, the credit ratings (if
any) of any Mission Entity by Moody's or S & P.

       

          3.           The
Mission Borrower shall, upon any Responsible Officer of any Mission Entity
obtaining knowledge thereof, give notice (accompanied by a reasonably detailed
explanation with respect thereto) to the Mission Administrative Agent, the L/C
Issuer and each Lender (as defined in the Mission Credit Agreement): (a)
promptly of the occurrence of any Default (as defined in the Mission Credit
Agreement) under the Mission Credit Agreement; (b) promptly of any matter (i)
that has resulted in a Material Adverse Effect (as defined in the Mission Credit
Agreement) or promptly after the assertion or occurrence thereof, notice of any
action or proceeding against or of any noncompliance by any Credit Party or any
of their Subsidiaries with any Environmental Law (ii) that could (A) reasonably
be expected to have a Material Adverse Effect (as defined in the Mission Credit
Agreement) or (B) cause any property described in the Mortgages to be subject to
any restrictions on ownership, occupancy, use or transferability under any
Environmental Law; (c) promptly of any litigation, arbitration, or governmental
investigation or proceeding not previously disclosed by the Mission Borrower to
the Mission Lenders which has been instituted or, to the knowledge of any
Mission Entity, is threatened against any Credit Party or to which any of their
respective properties is subject (i) which could reasonably be expected to have
a Material Adverse Effect (as defined in the Mission Credit Agreement) or (ii)
which relates to the Mission Credit Agreement, any other Mission Loan Document
or any of the transactions contemplated hereby; (d) promptly of any development
which shall occur in any litigation, arbitration, or governmental investigation
or proceeding previously disclosed by any Mission Entity to the Mission Lenders
regarding any Credit Party which could reasonably be expected to have a Material
Adverse Effect (as defined in the Mission Credit Agreement); (e) promptly of any
of the following events affecting any Credit Party or any Mission ERISA
Affiliate (but in no event more than ten days after such event), together with a
copy of any notice with respect to such event that may be required to be filed
with a Governmental Authority and any notice delivered by a Governmental
Authority to any Mission Entity or any Mission ERISA Affiliate with respect to
such event: (i) an Mission ERISA Event; or (ii) any of the representations and
warranties in Section
5.07 of the Mission Credit Agreement ceasing
to be true and correct; (f) promptly of any material change in accounting
policies or financial reporting practices by any Mission Entity; (g) (i)
promptly notify the Agents and (ii) within 30 Business Days notify the Mission
Lenders of the occurrence of any of the following events numbered (1) through
(3) below; provided however, to
the extent not previously disclosed to the Mission Lenders, the Mission Borrower
shall notify the Agents and the Mission Lenders of the occurrence of any of the
following events numbered (1) through (3) below not less than two Business Days
(or such lesser notice prior to public disclosure as is reasonable under the
circumstances) prior to (A) the public announcement thereof by a representative
of the Mission Borrower, (B) the filing with the SEC or any other Governmental
Authority of any report or communication related thereto or (C) the submission
of a Request for Credit Extension: (1)any Internal Control Event (as defined in
the Mission Credit Agreement) (I) which is required to be publicly disclosed of
which a Responsible Officer (other than a Responsible Officer committing the
fraud constituting such Internal Control Event (as defined in the Mission Credit
Agreement)) has knowledge, (II) which the Mission Borrower intends to disclose
or (III) which has otherwise become known to the public (other than an Internal
Control Event (as defined in the Mission Credit Agreement) concerning
allegations of fraud that involve an amount less than $250,000), (2) any
Internal Control Event (as defined in the Mission Credit Agreement) of which a
Responsible Officer (other than a Responsible Officer committing the fraud
constituting such Internal Control Event (as defined in the Mission Credit
Agreement)) has knowledge which could reasonably be expected to have a Material
Adverse Effect (as defined in the Mission Credit Agreement), or (3) any Internal
Control Event (as defined in the Mission Credit Agreement) of which a
Responsible Officer (other than a Responsible Officer committing the fraud
constituting such Internal Control Event (as defined in the Mission Credit
Agreement)) has knowledge which includes a fraud allegation that could
reasonably be expected to involve an amount in excess of $5,000,000; or (h) as
soon as available, but in any event within 90 days after the end of each Fiscal
Year a report supplementing Schedule 5.09 of the
Mission Credit Agreement, Schedule 6.17(a) of
the Mission Credit Agreement and Schedule 6.17(b) of
the Mission Credit Agreement, including an identification of all owned and
leased real property disposed of by any Credit Party or any Subsidiary thereof
during such fiscal year, a list and description (including the street address,
county or other relevant jurisdiction, state, record owner, and, in the case of
leases of property, lessee and expiration date) of all real property acquired or
leased during such fiscal year, all repeaters, towers, transmitters and
translators, all accounts and such other changes in any Collateral, and a
description of such other changes in the information included in such Schedules
to the Mission Credit Agreement as may be necessary for such Schedules to the
Mission Credit Agreement to be accurate and complete in all material respects as
of the end of such Fiscal Year, such report to be signed on the Mission
Borrower's behalf by a Responsible Officer of the Mission Borrower and to be in
a form reasonably satisfactory to the Mission Administrative Agent.

       

      
        
           

          
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      4.           As
soon as possible and in any event within five days after the receipt by any
Mission Entity from the FCC or any other Governmental Authority or filing or
receipt thereof by any Mission Entity, the Mission Borrower shall provide to the
Mission Lenders (a) any citation, notice of violation or order to show cause
issued by the FCC or any Governmental Authority with respect to any Mission
Entity which is available to any Mission Entity, in each case which could
reasonably be expected to have a Material Adverse Effect (as defined in the
Mission Credit Agreement) and (b) if applicable, a copy of any notice or
application by any Mission Entity requesting
authority to or notifying the FCC of its intent to cease broadcasting on any
broadcast station for any period in excess of ten days.

       

      5.           The
Mission Borrower shall, and shall cause its Subsidiaries to, comply in all
material respects with all terms and conditions of all Mission FCC Licenses
covering the Mission Stations, all Federal, state and local laws, all rules,
regulations and administrative orders of the FCC and all state and local
commissions or authorities which are applicable to any Credit Party or the
operation of the Mission Stations of any Mission Entity or other Credit
Party.

       

      6.           As
soon as possible and in any event within five days after the receipt thereof by
any Mission Entity, the Mission Borrower will give the Mission Lenders notice of
any lapse, termination or relinquishment of any material License, permit or
other Authorization from the FCC or other Governmental Authority held by any
Mission Entity or any failure of the FCC or other Governmental Authority to
renew or extend any such License, permit or other Authorization for the usual
period thereof and of any complaint or other matter filed with or communicated
to the FCC or other Governmental Authority, of which any Mission Entity has
knowledge and in any such case which could reasonably be expected to have a
Material Adverse Effect (as defined in the Mission Credit
Agreement).

       

      7.           The
Mission Borrower shall, and shall cause its Subsidiaries and other Mission
Entities to, cause to be done at all times all things necessary to maintain and
preserve the corporate, limited liability company or partnership existence, as
the case may be, of each Mission Entity except to the extent otherwise permitted
pursuant to Section
7.04 of the Mission Credit Agreement.

       

      8.           The
Mission Borrower will, and will cause each of its Subsidiaries and other Mission
Entities to, cause to be done at all times all things necessary to maintain and
preserve the rights and franchises of each of the Mission Entities to be duly
qualified to do business and be in good standing as a foreign corporation in
each jurisdiction where the nature of its business makes such qualification
necessary and where the failure to maintain and preserve or so qualify could
reasonably be expected to have a Material Adverse Effect (as defined in the
Mission Credit Agreement).

       

      9.           The
Mission Borrower will, and will cause each of its Subsidiaries and other Mission
Entities to, pay and discharge, as the same may become due and payable, all
federal and material state and local taxes, assessments, and other governmental
charges or levies against or on any of the income, profits or property of a
Mission Entity, as well as material claims of any kind which, if unpaid, might
become a Lien upon a Mission Entity's properties, and will pay (before they
become delinquent) all other material obligations and liabilities; provided,
however, that the foregoing shall not require the Mission Borrower or any of its
Subsidiaries or other Mission Borrower to pay or discharge any such tax,
assessment, charge, levy, Lien, obligation or liability so long as such Mission
Entity shall contest the validity thereof in good faith by appropriate
proceedings and shall set aside on its books adequate reserves in accordance
with GAAP.

       

      10.           The
Mission Borrower will, and will cause each of its Subsidiaries and other Mission
Entities to, keep all of the material property and facilities that are useful
and necessary in the
business of the Mission Entities and Nexstar Entities in such condition as is
sufficient for the operation of such business in the ordinary course and will
maintain such insurance as may be required by law and such other insurance, to
such extent and against such hazards and liabilities, as is customarily
maintained by companies similarly situated to the Mission Entities, and such
insurance shall name the Mission Administrative Agent, on behalf of the Mission
Lenders and Secured Parties (as defined in the Mission Credit Agreement), as an
additional insured or loss payee, as the case may be, under all such insurance
policies.

       

      11.           The
Mission Borrower will, and will cause each of its Subsidiaries and other Mission
Entities to, comply with the Requirements of Law of any Governmental Authority,
the noncompliance with which could reasonably be expected to have a Material
Adverse Effect (as defined in the Mission Credit Agreement).

       

      12.           (a)
The Mission Borrower will, and will cause each of the Mission Entities to, keep
proper books and records reflecting all of their business affairs and
transactions in accordance with GAAP.  The Mission Borrower will, and
will cause each of the Mission Entities to, permit the Agents and their Related
Parties, or, after the occurrence and during the continuance of any
Default  (as defined in the Mission Credit Agreement) under Section 8.01 of
the Mission Credit Agreement, any Lender (as defined in the Mission Credit
Agreement) (or in each case any of their respective representatives or agents),
upon reasonable notice and at reasonable times and intervals during ordinary
business hours (or at any time if an Event of Default (as defined in the Mission
Credit Agreement) has occurred and is continuing), to visit all of their
offices, discuss their financial matters with their officers and, subject to the
right of representatives of the Mission Entities to be present, independent
accountants (and hereby authorizes such independent accountants to discuss their
financial matters with the Agents, their Related Parties, any Lender (as defined
in the Mission Credit Agreement) or its representatives pursuant to the
foregoing, such fees and costs of the Mission Borrower's and Mission Entities'
accountants to be paid by the Mission Borrower) and examine and make abstracts
or photocopies from any of their books or other corporate records (such
abstracts and copies shall be at the expense of the Mission Borrower); (b)
Notwithstanding the foregoing or anything in the Mission Credit Agreement or in
any Mission Loan Document to the contrary, (i) except as provided in subsection
(c) below and so long as there exists no Event of Default (as defined in the
Mission Credit Agreement), the Mission Borrower shall not be required to pay the
expenses of any Agent or any of their Related Parties (or any of their
respective representatives or agents) for visits in excess of one visit per
Fiscal Year, and (ii) after the occurrence of an Event of Default (as defined in
the Mission Credit Agreement), such costs and expenses incurred by the Mission
Administrative Agent, its Related Parties and its representatives and agents in
exercising its rights from time to time as set forth in subsection (a) preceding
shall be paid by the Mission Borrower; (c) Notwithstanding the foregoing or
anything in the Mission Credit Agreement or in any Mission Loan Document to the
contrary, subsection (b)(i) preceding and the limitations in subsection (a)
preceding shall not apply to the Restructuring Advisor.  The Mission
Borrower will, and will cause each of the Mission Entities to, permit the
Restructuring Advisors at any time upon reasonable notice and at reasonable
times and intervals during ordinary business hours (or at any time if an Event
of Default (as defined in the Mission Credit Agreement) has occurred and is
continuing), to visit all of their offices, discuss their financial matters with
their officers and, subject to the right of representatives of the Mission
Entities to be present, independent accountants (and hereby authorizes such
independent accountants to discuss their financial matters
with the Agents, their Related Parties, any Lender (as defined in the Mission
Credit Agreement) or its representatives pursuant to the foregoing) and examine
and make abstracts or photocopies from any of their books or other corporate
records, all at the expense of the Mission Borrower.  The Mission
Borrower shall promptly pay all invoiced costs and expenses of any Restructuring
Advisor engaged by the Mission Administrative Agent and incurred from time to
time (regardless of whether there has occurred an Event of Default (as defined
in the Mission Credit Agreement)).

       

      13.           The
MIssion Borrower shall use, or cause its Subsidiaries to use, the proceeds of
the Mission Loans after the Second Amendment Effective Date for capital
expenditures permitted to be made under the Mission Credit Agreement, working
capital and other general corporate requirements of the Mission Borrower and its
Subsidiaries.

       

      14.           The
Mission Borrower will, for financial reporting purposes, cause (a) its and its
Subsidiaries' fiscal years to end on December 31 of each year and (b) its and
its Subsidiaries' fiscal quarters to end on March 31, June 30, September 30 and
December 31 of each year.

       

      
        
          
             


          

          
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      15.           (a)
The Mission Borrower will, and will cause all other Mission Entities and Credit
Parties to, grant to the Mission Collateral Agent or the Mission Administrative
Agent, at the request of the Mission Administrative Agent, for the benefit of
the Secured Parties (as defined in the Mission Credit Agreement), security
interests and mortgages in such assets and properties of the Mission Entities as
are not covered by the Mission Security Documents, and as may be requested from
time to time by the Mission Administrative Agent or the Majority Lenders (as
defined in the Mission Credit Agreement) (collectively, the "Mission Additional Security
Documents").  All such security interests and mortgages shall
be granted pursuant to documentation reasonably satisfactory in form and
substance to the Mission Administrative Agent and the Mission Borrower and shall
constitute valid and enforceable perfected security interests and mortgages
superior to and prior to the rights of all third Persons and shall be subject to
no Liens except for Permitted Liens (as defined in the Mission Credit
Agreement).  The Mission Additional Security Documents or instruments
related thereto shall be duly recorded or filed in such manner and in such
places as are required by law to establish, perfect, preserve and protect the
Liens in favor of the Mission Collateral Agent or the Mission Administrative
Agent, at the request of the Mission Administrative Agent, required to be
granted pursuant to the Mission Additional Security Documents and all taxes,
fees and other charges payable in connection therewith shall be paid in
full.  (b) The Mission Borrower will, and will cause all other Mission
Entities to, at the expense of the Mission Borrower, make, execute, endorse,
acknowledge, file and/or deliver to the Mission Collateral Agent or the Mission
Administrative Agent, at the request of the Mission Administrative Agent, from
time to time such vouchers, invoices, schedules, confirmatory assignments,
conveyances, financing statements, transfer endorsements, powers of attorney,
certificates, real property surveys, reports and other assurances or instruments
and take such further steps relating to the collateral covered by any of the
Mission Security Documents or any Mission Additional Security Documents as the
Mission Collateral Agent or the Mission Administrative Agent, at the request of
the Mission Administrative Agent, may reasonably require and as are reasonably
satisfactory to the Mission Borrower.  Furthermore, the Mission
Borrower shall cause to be delivered to the Mission Collateral Agent or the
Mission Administrative Agent, at the request of the Mission Administrative
Agent, such opinions of counsel, title insurance and other related documents as
may be
reasonably requested by the Mission Collateral Agent or the Mission
Administrative Agent, at the request of the Mission Administrative Agent, to
assure itself that this provision has been complied
with.  Notwithstanding anything herein or in any Mission Loan Document
to the contrary, such information required to be delivered above shall include
(without limitation) the following:

       

      (i)
Within 90 days after requested in writing by the Mission Administrative Agent in
its sole discretion, engineering, soils, environmental and other reports as to
all Real Properties subject to such request, from professional firms acceptable
to the Mission Administrative Agent, which report shall identify existing and
potential environmental concerns and shall quantify related costs and
liabilities, associated with any facilities of any Credit Party or any of its
respective Subsidiaries;

       

      (ii)
Within 90 days after requested in writing by the Mission Administrative Agent in
its sole discretion, estoppel and consent agreements executed by each of the
lessors of any Leasehold Real Properties of any of the Credit Parties subject to
such request, along with (1) a memorandum of lease in recordable form with
respect to such leasehold interest, executed and acknowledged by the owner of
the affected real property, as lessor, or (2) evidence that the applicable lease
with respect to such leasehold interest or a memorandum thereof has been
recorded in all places necessary or desirable, in the Mission Administrative
Agent’s reasonable judgment, to give constructive notice to third-party
purchasers of such leasehold interest, or (3) if such leasehold interest was
acquired or subleased from the holder of a recorded leasehold interest, the
applicable assignment or sublease document, executed and acknowledged by such
holder, in each case in form sufficient to give such constructive notice upon
recordation and otherwise in form satisfactory to the Mission Administrative
Agent; provided
that in no event shall any Credit Party be required to take any action, other
than using its reasonable commercial efforts, to obtain consents, estoppels,
memorandums, assignments, etc. from independent unaffiliated third parties with
respect to its compliance with the provisions of Schedule 8.01(b);
and

       

      (c) The
Mission Borrower will, and will cause each other Mission Entity and all Credit
Parties to, at the expense of the Mission Borrower, within 90 days after
requested in writing by the Mission Administrative Agent in its sole discretion,
an appraisal of any one or more of the Real Properties of any Credit Party
requested by the Mission Administrative Agent which satisfy the applicable
requirements of the Real Estate Appraisal Reform Amendments of the Financial
Institution Reform, Recovery and Enforcement Act of 1989, each such appraisal
shall be from a Person acceptable to the Mission Administrative Agent and which
shall be in form and substance reasonably satisfactory to the Mission
Administrative Agent;

       

      (d) If at
any time the Mission Borrower or any other Credit Party creates or acquires any
additional Subsidiary, the Mission Borrower will promptly notify the Mission
Administrative Agent thereof and cause such Subsidiary, within 30 days
thereafter, to execute and deliver appropriate Guaranty Supplements, a Joinder
to Security Agreement and a Joinder to Pledge and Security Agreement (in each
case as defined in the Mission Credit Agreement) (provided that nothing in this
provision shall be deemed to permit the formation, creation or acquisition of
any additional Subsidiary).

       


      (e) The
Mission Borrower agrees that each action required above by this Schedule 8.01(b)
shall be completed as soon as possible, but in no event later than 90 days after
such action is either requested to be taken by the Mission Administrative Agent
or the Majority Lenders (as defined in the Mission Credit Agreement) or required
to be taken by the applicable Mission Entity pursuant to the terms of this Schedule
8.01(b).

       

      (f) The
Mission Borrower agrees that upon the request of the Mission Administrative
Agent following the occurrence and during the continuance of a Default (as
defined in the Mission Credit Agreement), the Mission Borrower shall, at the
Mission Borrower’s expense:

       

      (i)
promptly upon request therefor but in no event later than 10 days after such
request, furnish to the Mission Administrative Agent a description of the real
and personal properties of the Credit Parties and their respective Subsidiaries
in detail reasonably satisfactory to the Mission Administrative
Agent,

       

      (ii)
promptly upon request therefor but in no event later than 30 days after such
request, duly execute and deliver, and cause each Credit Party (if it has not
already done so) to duly execute and deliver, to the Mission Administrative
Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold
mortgages, leasehold deeds of trust, security agreement supplements,
intellectual property security agreement supplements and other security and
pledge agreements, as specified by and in form and substance reasonably
satisfactory to the Mission Administrative Agent (including delivery of all
Pledged Collateral (as defined in the Mission Credit Agreement) in and of such
Mission Entity), and other instruments securing payment of all the Mission
Obligations of the Credit Parties under the Loan Documents and Mission Loan
Documents and constituting Liens on all such properties,

       

      (iii)
promptly upon request therefor but in no event later than 30 days after such
request, take, and cause each Credit Party to take, whatever action (including
the recording of mortgages, the filing of Uniform Commercial Code financing
statements, the giving of notices and the endorsement of notices on title
documents) may be necessary or advisable in the reasonable opinion of the
Mission Administrative Agent to vest in the Mission Collateral Agent or the
Mission Administrative Agent, at the request of the Mission Administrative
Agent, (or in any representative of the Mission Administrative Agent designated
by it) valid and subsisting Liens on the properties purported to be subject to
the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold
mortgages, leasehold deeds of trust, security agreement supplements,
intellectual property security agreement supplements and security and pledge
agreements delivered pursuant to this provision of Schedule 8.01(b) or
otherwise, enforceable against all third parties in accordance with their
terms,

       

      (iv)
promptly upon request therefor but in no event later than 30 days after such
request, deliver to the Mission Administrative Agent, upon the request of the
Mission Administrative Agent in its sole discretion, a signed copy of an
opinion, addressed to the Mission Administrative Agent and the other Secured
Parties (as defined in the Mission Credit Agreement), of counsel for each of the
Credit Parties as to the matters contained in clauses (B) and (C) above, and as
to such other matters as the Mission Administrative Agent may
reasonably request, in each case acceptable to the Mission Administrative Agent,
and

       

      (v) as
promptly as practicable after such request, deliver, upon the request of the
Mission Administrative Agent in its sole discretion, to the Mission
Administrative Agent with respect to each parcel of real property owned or held
by the Mission Borrower and all other Credit Parties, title reports, surveys and
engineering, soils and other reports, and environmental assessment reports, each
in scope, form and substance satisfactory to the Mission Administrative Agent,
provided, however, that to the extent that any Mission Entity shall have
otherwise received any of the foregoing items with respect to such real
property, such items shall, promptly after the receipt thereof, be delivered to
the Mission Administrative Agent.

       

      (g) At
any time upon request of the Mission Administrative Agent, the Mission Entities
will, will cause all other Credit Parties to, at the expense of Mission
Borrower, promptly execute and deliver any and all further instruments and
documents and take all such other action as the Mission Administrative Agent may
deem necessary or desirable in obtaining the full benefits of, or (as
applicable) in perfecting and preserving the Liens of, such guaranties, deeds of
trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages,
leasehold deeds of trust, security agreement supplements, intellectual property
security agreement supplements and other security and pledge
agreements.

       

          16.           The
Mission Borrower will comply fully and timely with Section 6.17 to
the Mission Credit Agreement with respect to those properties and assets of the
Mission Borrower subject thereto.

       

      
        
           

          
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      17.           (a)           The
Mission Borrower will promptly after delivery of the items required by Section 6.17 hereof
but not later than December 31, 2009, deliver to the Mission Administrative
Agent UCC searches (and copies of filings contained therein), Lien searches (and
copies of filings contained therein) and other information demonstrating
compliance by each Credit Party with the terms and conditions of Sections 6.17(b), (c), (d)
and (e) and the other terms of the Mission Credit Agreement and the other
Mission Loan Documents to the extent that compliance with the terms and
conditions of such provision can be demonstrated through UCC searches, other
Lien searches or the particular information requested.  (b) The
Mission Borrower will, and will cause each Mission Entity to, promptly following
receipt of the acknowledgment copy of any financing statement filed under the
Uniform Commercial Code in any jurisdiction by or on behalf of the Secured
Parties (as defined in the Mission Credit Agreement), deliver to the Mission
Administrative Agent a completed request for information listing such financing
statement and all other effective financing statements filed in such
jurisdiction that name any Mission Entity as debtor, together with copies of
such other financing statements.

       

      18.           The
Mission Borrower will, and will cause each of the Mission Entities to, designate
all Mission Obligations as “Designated Senior Indebtedness” under, and defined
in, all Unsecured Notes and any future Senior Second Lien Secured Notes,
Subordinated Notes (and any guaranties thereof) and any other public
indebtedness of the Mission Borrower or any other Mission Entity (including
without limitation, guaranties) and all supplemental indentures
thereto.

       



      19.           Commencing
November 15, 2009, the Mission Borrower will, and will cause each Mission Entity
to, maintain all of their deposit accounts, securities accounts and other
operational bank accounts of all types of each of the Mission Entities (except
those accounts listed on Schedule 6.17(b) to
the Mission Credit Agreement, but only so long as each of such accounts listed
on Schedule
6.17(b) to the Mission Credit Agreement has daily amounts averaging
an amount to be agreed upon by the Mission Administrative Agent and the Mission
Borrower, which in no event will exceed $25,000 in such account) at Bank of
America and subject to a first and prior Lien and security interest in favor of
the Mission Administrative Agent for the benefit of the Secured Parties (as
defined in the Mission Credit Agreement) (on terms and conditions and subject to
documentation acceptable to the Mission Administrative Agent).

       

      20.           The
Mission Borrower will, and will cause each Mission Entity to, comply, and cause
all lessees and other Persons operating or occupying its properties to comply,
in all material respects, with all applicable Environmental Laws and
environmental permits; obtain and renew all environmental permits necessary for
its operations and properties; and conduct any investigation, study, sampling
and testing, and undertake any cleanup, removal, remedial or other action
necessary to remove and clean up all Hazardous Materials from any of its
properties, in accordance with the requirements of all Environmental Laws; provided, however, that neither
the Mission Borrower nor any Mission Entity shall be required to undertake any
such cleanup, removal, remedial or other action to the extent that its
obligation to do so is being contested in good faith and by proper proceedings
and appropriate reserves are being maintained with respect to such circumstances
in accordance with GAAP.

       

      21.  The
Mission Borrower will, and will cause each Mission Entity to, at the request of
the Mission Administrative Agent from time to time, provide to the Mission
Lenders within 60 days after such request, at the expense of the Mission
Borrower, an environmental site assessment report for any of its properties
described in such request, prepared by an environmental consulting firm
acceptable to the Mission Administrative Agent, indicating the presence or
absence of Hazardous Materials and the estimated cost of any compliance, removal
or remedial action in connection with any Hazardous Materials on such
properties; without limiting the generality of the foregoing, if the Mission
Administrative Agent determines at any time that a material risk exists that any
such report will not be provided within the time referred to above, the Mission
Administrative Agent may retain an environmental consulting firm to prepare such
report at the expense of the Mission Borrower, and the Mission Borrower hereby
grants and agrees to cause any Subsidiary that owns any property described in
such request to grant at the time of such request to the Mission Administrative
Agent, the Mission Lenders, such firm and any agents or representatives thereof
an irrevocable non-exclusive license, subject to the rights of tenants, to enter
onto their respective properties to undertake such an assessment.

       

      22.  The
Mission Borrower will, and will cause each Mission Entity to, and shall use
their best efforts to cause each Nexstar Entity to, promptly upon request by the
Mission Administrative Agent, or any Lender (as defined in the Mission Credit
Agreement) through the Mission Administrative Agent, (a) correct any material
defect or error that may be discovered in any Mission Loan Document or in the
execution, acknowledgment, filing or recordation thereof, and (b) do, execute,
acknowledge, deliver, record, re-record, file, re-file, register and re-register
any and all such further acts, deeds, certificates, assurances and other
instruments as the Mission Administrative
Agent, or any Lender (as defined in the Mission Credit Agreement) through the
Mission Administrative Agent, may reasonably require from time to time in order
to (i) carry out more effectively the purposes of the Mission Loan Documents,
(ii) to the fullest extent permitted by Applicable Law, subject any Mission
Entity’s or any of its Subsidiaries’ properties, assets, rights or interests to
the Liens now or hereafter intended to be covered by any of the Mission Security
Documents, (iii) perfect and maintain the validity, effectiveness and priority
of any of the Mission Security Documents and any of the Liens intended to be
created thereunder, (iv) provide to the Mission Administrative Agent with
respect to the Collateral from time to time, the types of documents,
instruments, policies, opinions, appraisals and information described in Section 6.17 or
otherwise as requested by the Mission Administrative Agent and (v) assure,
convey, grant, assign, transfer, preserve, protect and confirm more effectively
unto the Secured Parties (as defined in the Mission Credit Agreement) the rights
granted or now or hereafter intended to be granted to the Secured Parties (as
defined in the Mission Credit Agreement) under any Mission Loan Document or
under any other instrument executed in connection with any Mission Loan Document
to which any Mission Entity or any of its Subsidiaries is or is to be a party,
and cause each of its Subsidiaries to do so.  Notwithstanding the
foregoing, in the event that any such requirement requires the consent or
acknowledgment of an unaffiliated independent third party, the Mission Borrower
shall only be required to use its commercially reasonable efforts to obtain such
consents or acknowledgments.

       

      23.           The
Mission Borrower will, and will cause each Mission Entity to, make all payments
and otherwise perform all obligations in respect of all leases of real property
to which the Mission Borrower or any of its Subsidiaries is a party, keep such
leases in full force and effect and not allow such leases to lapse or be
terminated or any rights to renew such leases to be forfeited or cancelled,
notify the Mission Administrative Agent of any default by any party with respect
to such leases and cooperate with the Mission Administrative Agent in all
respects to cure any such default, and cause each of its Subsidiaries to do so,
except, in any case, where the failure to do so, either individually or in the
aggregate, could not be reasonably likely to have a Material Adverse Effect (as
defined in the Mission Credit Agreement).

       

      24.           The
Mission Borrower shall, and shall cause each Mission Entity to, use reasonable
efforts to cooperate with the Restructuring Advisor in all respects with respect
to any matters in relation to the Mission Loans, Credit Events (as defined in
the Mission Credit Agreement) and the Mission Loan Documents, provided that (i)
such cooperation does not involve undue burden or expense or require the
engagement or services of any third parties and (ii) such Restructuring Advisor
shall have agreed in writing, for the benefit of the Mission Borrower, to be
bound by the provisions of Section 11.07 of the
Mission Credit Agreement.

       

      25.           The
Mission Borrower will not, and will not cause or permit any Mission Entity to,
directly or indirectly, alter in a fundamental and substantial manner the
character of the Television Broadcasting Business of the Mission Entities, taken
as a whole, or the Credit Parties, taken as a whole, from that conducted
immediately following the Effective Date.

       

      26.           The
Mission Borrower will not, and will not permit any Mission Entity to, create,
incur, assume, or suffer to exist any Lien upon any of their respective
revenues, property (including fixed assets, inventory, Real Property, intangible
rights and Capital Stock) or other assets, whether now owned or hereafter
acquired, other than the following: (a) Liens for taxes, assessments
or other governmental charges or levies to the extent that payment thereof shall
not at the time be required to be made in accordance with the provisions of
Section 6.09 of
the Mission Credit Agreement; (b) Liens encumbering property of any such Mission
Entity consisting of carriers, warehousemen, mechanics, materialmen, repairmen
and landlords and other Liens arising by operation of law and incurred in the
ordinary course of business for sums which are not overdue or which are being
contested in good faith by appropriate proceedings and (if so contested) for
which appropriate reserves with respect thereto have been established and
maintained on the books of such Mission Entity in accordance with GAAP; (c)
Liens encumbering property of any Mission Entity incurred in the ordinary course
of business in connection with workers' compensation, unemployment insurance, or
other forms of governmental insurance or benefits, or to secure performance of
bids, tenders, statutory obligations, leases, and contracts (other than for
Indebtedness) entered into in the ordinary course of business of such Mission
Entity; (d) easements, rights-of-way, reservations, permits, servitudes, zoning
and similar restrictions and other similar encumbrances or title defects and
Permitted Encumbrances (as defined in the Mission Credit Agreement) (i)
described in the New Mortgage Policies (as defined in the Mission Credit
Agreement) or (ii) which, in the aggregate, are not substantial in amount, and
which do not in any case materially detract from the value of the property
subject thereto or interfere with the ordinary conduct of the business of any
Mission Entity; (e) judgment Liens securing amounts not in excess of (i)
$500,000 and (x) in existence less than 30 days after the entry thereof, (y)
with respect to which execution has been stayed or (z) with respect to which the
appropriate insurance carrier has agreed in writing that there is coverage by
insurance or (ii) $4,000,000 in the aggregate at any time outstanding for all
Credit Parties; (f) Liens securing documentary letters of credit; provided
such Liens attach only to the property or goods to which such letter of credit
relates; (g) purchase money security interests encumbering equipment, furniture,
machinery or other assets by the Mission Borrower or its Subsidiaries for normal
business purposes, provided
that such security interests and Liens hereunder together with security
interests and Liens permitted by Section 7.02(a) of
the Mission Credit Agreement, do not secure amounts in excess of $4,000,000 in
the aggregate at any time outstanding for the Credit Parties; (h) interests in
Leaseholds under which a Mission Entity is a lessor, provided such Leaseholds
are otherwise not prohibited by the terms of the Mission Credit Agreement; (i)
second priority Liens on the assets of the Mission Entities securing Senior
Second Lien Secured Notes, in each case to the extent such Indebtedness is
issued in accordance with Section 7.05(s) of
this Agreement; (i) Liens created by the Mission Security Documents; (j) the
options to purchase assets of any Mission Entity granted by such Mission Entity
to the Ultimate Parent or one or more of its Subsidiaries and (k) Liens in
existence on the Second Amendment Effective Date and disclosed on Schedule 7.02(l) to
the Mission Credit Agreement.

       

      
        
          
             


          

          
            120

          

          
             


          

        

      

       

      27.  The
Mission Borrower will not, and will not suffer or permit any Mission Entity to,
directly or indirectly, make any Disposition or enter into any agreement to make
any Disposition, except: (a) any Mission Entity may make and agree to make
Dispositions to Wholly-Owned Subsidiaries of the Mission Borrower that are
Guarantors, or the Mission Borrower after prior written notice to the Mission
Administrative Agent describing the Disposition and compliance by the transferee
with the applicable terms of the Mission Security Documents; (b) so long as no
Default (as defined in the Mission Credit Agreement) exists before and after
giving pro forma effect thereto, the Mission Borrower or any Subsidiary of the
Mission Borrower may agree to and make Dispositions of Stations, assets and
properties, including without limitation Real Properties, so long as (i) all
proceeds and compensation received for each such Disposition is 100%
cash, (ii) 100% of the Net Cash Proceeds are used to prepay the Loans in
accordance with the terms of Section 2.06(b) and
Section
11.19(b) of the Mission Credit Agreement (except as provided in Section 2.06(b) and
Section
11.19(b) of the Mission Credit Agreement), (iii) any television station
owned by the Borrower in the same market is sold by the Borrower concurrently
with the Disposition of any television station owned by the Mission Borrower
(and in accordance with the terms of this Agreement), and (iv) at least 5
Business Days prior to the consummation of any proposed Disposition, or at such
later time as agreed to by the Mission Administrative Agent, the Mission
Borrower shall have delivered to the Mission Administrative Agent a certificate
of the Mission Borrower executed on its behalf by a Responsible Officer of the
Mission Borrower, which certificate shall contain (A) financial projections of
the Mission Borrower and its Subsidiaries attached to such certificate which
have been prepared on a Pro Forma Basis (giving effect to the consummation of
such Disposition and any related repayment of Indebtedness) for the period from
the proposed date of the consummation of any proposed Disposition to the
Maturity Date of the latest to mature of the Loans demonstrating compliance for
such period with the covenants set forth in Section 7.09, (B) a
certification to the Mission Administrative Agent and the Mission Lenders that
all representations and warranties set forth in the Mission Credit Agreement and
the other Mission Loan Documents are true and correct as of such date and will
be true and correct both before and after giving effect to such Disposition and
(C) a certification that no Default (as defined in the Mission Credit Agreement)
exists both before and after giving effect to such Disposition; (c) Dispositions
permitted by Section
7.04(c) and (d) of the Mission
Credit Agreement; (d) Dispositions of cash or Cash Equivalents, unless such cash
or Cash Equivalents are in a Cash Collateral Account or otherwise prohibited
under the Mission Credit Agreement or the other Mission Loan Documents; (e) so
long as (i) no Default (as defined in the Mission Credit Agreement) exists both
before and after giving effect thereto, (ii) all proceeds and compensation
received for such each such Disposition is 100% cash, (iii) 100% of the Net Cash
Proceeds are used to prepay the Loans in accordance with the terms of Section 2.06(b) and
Section
11.19(b) of the Mission Credit Agreement (except as provided in Section 2.06(b) and
Section
11.19(b) of the Mission Credit Agreement) and (iv) any television station
owned by the Borrower in the same market is sold by the Borrower concurrently
with such Disposition by the Mission Borrower and in accordance with the terms
of the Mission Credit Agreement, Dispositions consisting of Sale and Leaseback
Transactions effected on terms and conditions satisfactory to, and with the
prior written consent of, the Mission Administrative Agent and the Majority
Lenders (as defined in the Mission Credit Agreement); (f) a Disposition pursuant
to the exercise of any option described in Section 7.02(k) of
the Mission Credit Agreement; and (g) with respect to any Mission Station, the
Mission Borrower may (subject to the FCC's rules and regulations) enter into a
Local Marketing Agreement, Joint Sales Agreement and/or Shared Services
Agreement with the Borrower for such Station, provided that (i) such Local
Marketing Agreement, Joint Sales Agreement and/or Shared Services Agreement
shall specifically permit the assignment to, and first priority Liens and
security interests by, the Mission Administrative Agent and/or Mission
Collateral Agent for the benefit of the Secured Parties (as defined in the
Mission Credit Agreement) to secure the Mission Obligations, (ii) not less than
5 Business Days prior to the entering into of such agreement, the Mission
Borrower shall have delivered to the Mission Administrative Agent a certificate
of the Mission Borrower executed on its behalf by a Responsible Officer of the
Mission Borrower, which certificate shall contain (A) a summary of the terms of
such agreement comparing it to the agreement (if any) that such agreement is
replacing,
(B) such other information reasonably requested by the Mission Administrative
Agent and (C) a certification that no Default (as defined in the Mission Credit
Agreement) exists both before and after giving effect to such
agreement.

       

      
        	
                 
      

              	
                (i)

              	
                28.

              	
                The
      Mission Borrower will not, and will not suffer or permit any Mission
      Entity to, (1) wind up, liquidate or dissolve themselves (or enter into
      any agreement to take any such action), or (2) make any Acquisition, or
      enter into any agreement to make any Acquisition, or (3) convey, sell,
      transfer, lease or otherwise dispose of all or substantially all of their
      respective assets, either in one transaction or a series of related
      transactions, to any other Person or Persons, or (4) form, create or
      acquire any new Subsidiary (whether a non Wholly-Owned Subsidiary or
      Wholly-Owned Subsidiary) or minority equity interest, or commit to do any
      of the foregoing, except: (a) the Mission Borrower and the Mission
      Entities may make Dispositions permitted under Section 7.03 of
      the Mission Credit Agreement; (b) any Subsidiary of the Mission Borrower
      may merge with and into, or be dissolved or liquidated into, the Mission
      Borrower so long as (i) the Mission Borrower is the surviving Person of
      any such merger, dissolution or liquidation and (ii) the Mission Borrower
      complies with the relevant provisions of the Mission Security Documents to
      which it is a party so that the security interests granted to the Mission
      Collateral Agent or the Mission Administrative Agent pursuant to such
      Mission Security Documents in the assets of such merged, dissolved or
      liquidated Subsidiary so merged shall remain in full force and effect and
      perfected (to at least the same extent as in effect immediately prior to
      such merger, dissolution or liquidation); (c) any Subsidiary of the
      Mission Borrower may merge with and into, or be dissolved or liquidated
      into, any Wholly-Owned Subsidiary of the Mission Borrower that is a
      Guarantor so long as (i) such Wholly-Owned Subsidiary of the Mission
      Borrower is the surviving corporation of such merger, dissolution or
      liquidation and (ii) the acquiring Wholly-Owned Subsidiary complies with
      the relevant provisions of the Mission Security Documents to which it is a
      party so that the security interests granted to the Mission Collateral
      Agent or the Mission Administrative Agent pursuant to such Mission
      Security Documents in the assets of such merged, dissolved or liquidated
      Subsidiary shall remain in full force and effect and perfected (to at
      least the same extent as in effect immediately prior to such merger,
      dissolution or liquidation); and (d) Settlement Securities acquired from
      time to time by any Mission Entity in good
  faith.

              


      

       

      29.           The
Mission Borrower will not, and will not suffer or permit any of the Mission
Entities to, create, incur, issue, assume, suffer to exist, or otherwise become
or remain directly or indirectly liable with respect to, any Indebtedness,
except: (a) Indebtedness existing on the Second Amendment Effective Date and
described on Schedule
7.05(a) to the Mission Credit Agreement without any modifications,
amendments, consents, waivers, refinancings, refundings, renewals or extensions
thereof; provided that immaterial clarifying amendments correcting errors shall
be permitted, so long as in each case no fee is payable in connection therewith;
(b) Indebtedness
incurred pursuant to any Mission Loan Document; (c) Indebtedness of any Mission
Entity owing to the Mission Borrower or any Wholly-Owned Subsidiary of the
Mission Borrower that is a Guarantor, provided that any such Indebtedness (i) is
permitted to be advanced by the Mission Borrower or such Wholly-Owned Subsidiary
pursuant to the provisions of Section 7.10 of the
Mission Credit Agreement and (ii) is not subordinated to any other Indebtedness
of the obligor (other than the Mission Obligations); (d) so long as no Event of
Default (as defined in the Mission Credit Agreement) exists both before and
after giving effect to the incurrence thereof, Indebtedness of the Mission
Borrower and/or its Subsidiaries secured by Liens permitted by Section 7.02(g) of
the Mission Credit Agreement, in an aggregate amount outstanding not in excess
of $4,000,000 in the aggregate at any time outstanding for the Credit Parties;
(e) so long as no Event of Default (as defined in the Mission Credit Agreement)
exists both before and after giving effect to the incurrence thereof, Interest
Rate Protection Agreements required hereunder or in respect of Indebtedness
otherwise permitted hereby so long as such agreements are not entered into for
speculative purposes and the Mission Borrower is in compliance with Section 6.15 of the
Mission Credit Agreement after giving effect thereto; (f) Capital Lease
Obligations and other Indebtedness (other than Indebtedness for borrowed money)
of the Mission Borrower and/or its Subsidiaries in an amount not to exceed
$2,500,000 in the aggregate for the Mission Borrower and its Subsidiaries at any
time outstanding, such maximum amount to be reduced by the aggregate principal
amount of Indebtedness of any Mission Entity permitted under Section 7.05(r) of
the Mission Credit Agreement outstanding at any time; and (g) Guaranty
Obligations of the Mission Entities with respect to Senior Second Lien Notes
incurred in accordance with the terms of Section 7.05(s)
(subordinated on terms and conditions, and subject to documentation, acceptable
to the Mission Administrative Agent in its sole discretion).

       

      30.           The
Mission Borrower will not, and will not suffer or permit any of its Subsidiaries
to, enter into, or cause, suffer, or permit to exist: (a) any arrangement or
contract with any of its Affiliates or any Nexstar Entity of a nature
customarily entered into by Persons which are Affiliates of each other
(including arrangements relating to the allocation of revenues, taxes, and
expenses or otherwise) requiring any payments to be made by any Mission Entity
to any such Affiliate or Nexstar Entity unless in each case such arrangement or
contract is specifically permitted by the Nexstar Agreement, is in the ordinary
course of such Person's business and is fair and equitable to such Mission
Entity; (b) any other transaction, arrangement, or contract with any of its
Affiliates or any Nexstar Entity unless in each case such transaction,
arrangement or contract is on terms which are specifically permitted by the
Mission Agreement, is in the ordinary course of such Person's business and is on
terms not less favorable than are obtainable from any Person which is not one of
its Affiliates; or (c) any management services agreement, except those
arrangements, agreements and transactions listed on Schedule 7.06 to the
Mission Credit Agreement.

       

      31.           The
Mission Borrower will not, and will not suffer or permit any of is Subsidiaries
to, use any portion of the proceeds of the Mission Loans or any Mission Letter
of Credit, directly or indirectly, to purchase or carry Margin Stock other than
in compliance with Regulations T, U and X of the Federal Reserve
Board.  At no time shall the value of the Margin Stock owned by any
Mission Entity (as determined in accordance with Regulation U of the Federal
Reserve Board) exceed 25% of the value (as determined in accordance with Section
221.2(g)(2) of Regulation U of the Federal Reserve Board) of the assets of such
Mission Entity.

       


      
        
           


        

        
          121

           


        

        
           


        

      


      32.           The
Mission Borrower will not and will not suffer or permit any of its Subsidiaries
to, violate any Environmental Law to an extent sufficient to give rise to a
Material Adverse Effect (as defined in the Mission Credit Agreement); and,
without limiting the foregoing, the Mission Borrower will not, and will not
suffer or permit any of the Mission Entities or Person to, dispose of any
Hazardous Material into or onto, or (except in accordance with Applicable Law)
from, any Real Property owned, operated or otherwise used by any Mission Entity
or any other Credit Party, or allow any Lien imposed pursuant to any
Environmental Law to be imposed or to remain on such Real Property, in each case
to the extent the same are reasonably likely to have a Material Adverse Effect
(as defined in the Mission Credit Agreement), except as contested in reasonable
good faith by appropriate proceedings and the pendency of such proceedings will
not have a Material Adverse Effect (as defined in the Mission Credit Agreement)
and except and unless adequate reserves have been established and are being
maintained on its books in accordance with GAAP.

       

      33.  The
Mission Borrower shall not, and shall not permit any of the Mission Entities to,
make any Restricted Payment, except the Subsidiaries of the Mission Borrower may
make Restricted Payments to the Mission Borrower or any Wholly-Owned Subsidiary
of the Mission Borrower.

       

      34.  The
Mission Borrower will not, and will not suffer or permit any of its Subsidiaries
to, lend money or credit or make advances to any Person, or purchase or acquire
any Capital Stock, obligations or securities of, or any other interest in, or
make any capital or other equity contribution to, any Person (including, without
limitation, the Nexstar Borrower), or purchase or own a futures contract or
otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract, or hold any
cash or Cash Equivalents, except: (a) the Mission Entities may invest in cash
and Cash Equivalents; (b) the Mission Borrower may enter into Interest Rate
Protection Agreements in compliance with Section 7.05(e) of
the Mission Credit Agreement; (c) advances, loans and investments in existence
on the Second Amendment Effective Date and listed on Schedule 7.10 of the
Mission Credit Agreement shall be permitted, without giving effect to any
additions thereto or replacements thereof (except those additions or
replacements which are existing obligations as of the Effective Date); (d) the
Mission Entities may make loans and advances to their respective employees in
the ordinary course of business in an aggregate principal amount for all Mission
Entities not to exceed $50,000, provided that such loans and advances are made
(i) for anticipated business out-of-pocket expenses or (ii) for loans to
non-executive employees; (e) the Mission Borrower may make intercompany loans
and advances to any Wholly-Owned Subsidiary of the Mission Borrower which is a
Credit Party and Guarantor; and (f) the Mission Borrower may acquire Settlement
Securities in good faith.

       

      35.           The
Mission Borrower and its Subsidiaries shall not engage in any business other
than the Television Broadcasting Business.

       

      36.           The
Mission Borrower will not, and will not suffer or permit any of its Subsidiaries
to, sell or issue any of their Capital Stock to any Person.

       

      37.  The
Mission Borrower will not, and will not suffer or permit any of its Subsidiaries
to, (i) permit any waiver, supplement, modification or amendment of the
documentation relating to the
Unsecured Notes, the Senior Second Lien Secured Notes, the Subordinated Notes
and any other Indebtedness of any Credit Party having a principal balance (or a
Guaranty Obligation with respect to such Indebtedness) of more than $500,000, or
any indenture or other agreement evidencing, creating or governing any of the
foregoing Indebtedness, in each case other than any such amendment, modification
or change which is specifically permitted in this Agreement or an immaterial
clarifying amendment correcting an error and so long as, in each case, no
consent fee is payable in connection therewith, (ii) enter into any new Charter
Document or modify any of their respective Charter Documents (as defined in the
Mission Credit Agreement), to the extent that any such modification of such
Charter Documents (as defined in the Mission Credit Agreement) would be adverse
to the Mission Lenders in any material respect or (iii) enter into any
Contractual Obligation (as defined in the Mission Credit Agreement) which would
prohibit or restrict the Subsidiaries of the Mission Borrower from making
Dividends or Restricted Payments to the Mission Borrower, or from granting Liens
or security interests on assets and properties as Collateral for the Mission
Obligations.

       

      38.  The
Mission Borrower will not, and will not suffer or permit any of its Subsidiaires
to, prepay, redeem, purchase, defease or otherwise satisfy prior to the
scheduled maturity thereof in any manner, or make any payment in violation of
any subordination terms of, any Indebtedness, except (a) the prepayment at par
of the Mission Obligations in accordance with the terms of the Mission Credit
Agreement and (b) as permitted in accordance with Section 7.15 of the
Mission Credit Agreement.

       

      39.  The
Mission Borrower shall not, and will not suffer or permit any of the Mission
Entities, or any Affiliate to, repurchase, buy, redeem, prepay, defease, receive
an assignment of, issue any notice of redemption or defeasance with respect to,
or otherwise cause the cancellation, forgiveness or purchase (including, without
limitation, any setting aside of funds, or other provision for, or assurance of,
payment), or enter into any other transaction which accomplishes a like result,
of any of its Indebtedness including the Loans, Obligations and the Mission
Loans and Mission Obligations, providedthat, notwithstanding
the preceding: (a) (i) the Mission Borrower may prepay the Mission
Loans  at par in accordance with the terms of Sections 2.05, 2.06 and 11.19 of the Mission
Credit Agreement (subject to Section 8.01(n) of
the Mission Credit Agreement) and (ii) the Borrower can prepay its Loans in
accordance with the terms of this Agreement and (b) the Borrower can make the
prepayments and/or extinguish debt permitted by Sections 7.16(b) and
(c) of this
Agreement.

       

      40.           The
Mission Borrower shall not, and shall not permit any Subsidiary, Credit Party or
other Affiliate to, (a) modify, change, consent to, waive any provision with
respect to, or otherwise not comply with or effectuate any change to, any
written agreement between or among the Borrower and the Mission Borrower, or any
Nexstar Entity and any Mission Entity, including, without limitation, the
Nexstar/Mission Agreements, except any immaterial clarifying amendment
correcting any error and so long as, in each case, no consent fee is payable in
connection therewith, (b) allow any Nexstar/Mission Agreement to lapse, expire
or terminate, or otherwise not be in full force and effect against any party
thereto, except to the extent any television station owned by the Mission
Borrower is sold in accordance with the terms of the Mission Credit Agreement
and the other Mission Loan Documents, or (c) permit, allow or suffer to exist
any Nexstar/Mission Agreement then in effect not being subject to a Lien and
security interest
of the Mission Administrative Agent on behalf of the Secured Parties (as defined
in the Mission Credit Agreement) to secure the Mission
Obligations.