Final
Execution Version
  FIRST
AMENDMENT TO
 THIRD
AMENDED AND RESTATED CREDIT AGREEMENT
  This
FIRST AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT, dated as of October 8, 2009 (this "Amendment"), is by
and among (a) MISSION
BROADCASTING, INC. (the "Borrower"), a
Delaware corporation, (b) 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 Third
Amended and Restated Credit Agreement, dated April 1, 2005 (as amended,
supplemented, and restated or otherwise modified and in effect from time to
time, the "Credit
Agreement"), by and among the Borrower, the lending institutions party
thereto (the "Lenders") and the
Administrative Agent.  Capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Credit
Agreement as set forth on Annex I.
  WHEREAS, the Borrower, 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 Lenders and the Administrative Agent hereby agree as
follows:
  §1.  Amendment
to Credit Agreement.  The Credit
Agreement is hereby amended in its entirety and replaced with the document
attached hereto as Annex I.
  §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.
  §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.
  §4.  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.
  §5.  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.
  §6.  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.
  §7.  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.
   5432461v.2
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  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(a) to
Annex II.
  §8.  Amendment
to Schedule 7.10 to Credit Agreement.  Schedule 7.10 to the
Credit Agreement is hereby amended in its entirety and replaced with the
document attached hereto as Schedule 7.10 to
Annex II.
  §9.  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.
  §10.  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.
  §11.  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.
  §12.  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.
  §13.  Amendment
to Add a New Schedule 7.02(l) to Credit Agreement.  A newSchedule
7.02(l) to the Credit Agreement is hereby added in its entirety in the form
attached hereto as Schedule 7.02(l) to
Annex II.
  §14.  Amendment
to Add a New Schedule 7.06 to Credit Agreement.  A newSchedule
7.06 to the Credit Agreement is hereby added in its entirety in the form
attached hereto as Schedule 7.06 to
Annex II.
  §15.  Amendment
to Add a New Schedule 8.01(a) to Credit Agreement.  A newSchedule 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.
  §16.  Amendment
to Add a New Schedule 8.01(b) to Credit Agreement.  A newSchedule 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.
  §17.  One-time
Limited Waiver.  In accordance
with Section
11.01 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(e) of the Credit Agreement as a result of any breach of Section
7.09(a) or (b) of the Nexstar Credit Agreement, but only to the extent such
breach occurred during the period from July 1, 2009 through the First 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 18, nothing in this Amendment
   5432461v.2
25690/685
  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.
  §18.  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, 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 Nexstar Loan Documents and (D) all public and other
indebtedness of each Nexstar Entity and each Mission Entity, including without
limitation, the Unsecured Notes (as defined in the Nexstar Credit Agreement);
and
  (d)  the
representations and warranties set forth in Section 21 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 Nexstar Borrower contained in
Articles VI and VII of the Credit Agreement and the Nexstar 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 Nexstar Credit Agreement); and
   5432461v.2
25690/685
  the
Administrative Agent shall have received a duly-executed Second Amendment to the
Nexstar Credit Agreement (the “Nexstar Second
Amendment”) on terms acceptable to the Administrative Agent and Majority
Lenders; and
  (i)  evidence
satisfactory to the Administrative Agent of the removal of all anti-assignment
or anti-encumbrance clauses in all Nexstar/Mission Agreements; and
  (j)  the
Administrative Agent shall have received (i) a Compliance Certificate in the
form of Exhibit C attached hereto, prepared by the principal financial or
accounting officer of the Borrower and (ii) a Compliance Certificate in the form
of Exhibit C attached to the Nexstar Second Amendment, 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 Nexstar Credit Agreement attached as
Annex I to the Nexstar Second Amendment 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 Nexstar
Credit Agreement attached as Annex I to the Nexstar Second Amendment, prepared
by the principal financial or accounting officer of the Nexstar Borrower;
and
  (k)  the
Borrower shall have paid all reasonable invoiced fees and expenses of the
Administrative Agent's counsel, Winstead PC.
  §19.  Affirmation
of Mission Entities.Each of the
Mission 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 Nexstar Credit Agreement and the Nexstar Loan
Documents.
  §20.  Representations
and Warranties.  Each of the
Mission 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
   5432461v.2
25690/685
  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 Mission Entities of this Amendment, and the
performance by the Mission 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 Mission 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 Mission 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 Mission 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 Mission Entities
in the case of any document or information not furnished by any such Mission
Entity) necessary in order to make the statements herein or therein not
misleading.  On the date hereof, none of the Mission Entities possess
any material information with respect to the operations, business, assets,
properties, liabilities (actual or contingent) or financial condition of the
Mission Entities taken as a whole as to which the Lenders do not have
access.
  §21.  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 Mission 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.
  §22.  Release.  In order to
induce the Administrative Agent and the Lenders to enter into this Amendment,
each of the Mission Entities acknowledges and agrees
that:  (i) none of the Mission Entities, Credit Parties or any of
their Affiliates have any claim or cause of action
   5432461v.2
25690/685
  against
the Administrative Agent or any Lender (or any of their respective directors,
officers, employees or agents); (ii) none of the Mission Entities, Credit
Parties or any of their Affiliates have any offset right, counterclaim, right of
recoupment or any defense of any kind against the Mission 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 Mission Entities,
Credit Parties and any of their Affiliates.  Each of the Mission
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 Mission 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
Mission 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.
  §23.  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.
  §24.  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.
  §25.  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).
   5432461v.2
25690/685
  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.
  §26.  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 11.04 of the
Credit Agreement.
  [Remainder
of Page Intentionally Left Blank]
   5432461v.2
25690/685
 
 Final
Execution Version
  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/ David S.
Smith
 Name:  David S.
Smith
 Title:  President
 
 
  [Signature
Page to First Amendment to
 Third
Amended and Restated Credit Agreement]
 
 5432461v.2
25690/685
  
 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:
 
  5432461v.2
25690/685
  
 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
  5432461v.2
25690/685
  
 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
 
  5432461v.2
25690/685
  
 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
  5432461v.2
25690/685
  
 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
  5432461v.2
25690/685
  
 The
Lenders:
 
 Ares IX
CLO, Ltd, as a Lender
 
 
 
 Ares IX
CLO, Ltd
 
 By:  ARES
CLO Management IX, L.P.,
 Investment Manager
 
 By:  Ares
CLO GP IX, LLC,
 Its General Partner
 
 
 By: /s/ Americo
Cascella
 Name:  Americo
Cascella
 Title:  Vice
President
  5432461v.2
25690/685
  
 The
Lenders:
 
 Ares XI
CLO, Ltd, as a Lender
 
 
 
 Ares XI
CLO, Ltd
 
 By:  ARES
CLO Management XI, L.P.,
 
 By:  Ares
CLO GP XI, LLC, ITS GENERAL PARTNER
 
 By:  Ares
MANAGEMENT LLC, ITS MANAGER
 
 
 By: /s/ Americo
Cascella
 Name:  Americo
Cascella
 Title:  Vice
President
  5432461v.2
25690/685
  
 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
  5432461v.2
25690/685
  
 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
  5432461v.2
25690/685
  
 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
  5432461v.2
25690/685
  
 The
Lenders:
 
 
 
 BIG SKY
III SENIOR LOAN TRUST, LENDER
 By:  EATON
VANCE MANAGEMENT
 AS INVESTMENT ADVISOR
 
 By: /s/ Michael B
Botthof
 Name:  Michael
B Botthof
 Title:  Vice
President
 
  5432461v.2
25690/685
  
 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
  5432461v.2
25690/685
  
 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
 
  5432461v.2
25690/685
  
 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
  5432461v.2
25690/685
  
 The
Lenders:
 
 Credit
Suisse Candlewood Private Finance Master Fund Ltd,
 as a
Lender
 
 By: /s/ Michael
Lau
 Name:  Michael
Lau
 Title:  Authorized
Signatory
  5432461v.2
25690/685
  
 The
Lenders:
 
 
 
 Eaton
Vance CDO VIII, Ltd.
 By:  Eaton
Vance Management
 as
Investment Advisor
 
 By: /s/ Michael B
Botthof
 Name:  Michael
B Botthof
 Title:  Vice
President
  5432461v.2
25690/685
  
 The
Lenders:
 
 
 
 Eaton
Vance CDO IX, Ltd.
 By:  Eaton
Vance Management
 as
Investment Advisor
 
 By: /s/ Michael B
Botthof
 Name:  Michael
B Botthof
 Title:  Vice
President
  5432461v.2
25690/685
  
 The
Lenders:
 
 
 
 Eaton
Vance Floating Rate Income Trust
 By:  Eaton
Vance Management
 as
Investment Advisor
 
 By: /s/ Michael B
Botthof
 Name:  Michael
B Botthof
 Title:  Vice
President
  5432461v.2
25690/685
  
 The
Lenders:
 
 
 
 Eaton
Vance Institutional Senior Loan Fund
 By:  Eaton
Vance Management
 as
Investment Advisor
 
 By: /s/ Michael B
Botthof
 Name:  Michael
B Botthof
 Title:  Vice
President
  5432461v.2
25690/685
  
 The
Lenders:
 
 
 
 Eaton
Vance Limited Duration Income Fund
 By:  Eaton
Vance Management
 as
Investment Advisor
 
 By: /s/ Michael B
Botthof
 Name:  Michael
B Botthof
 Title:  Vice
President
  5432461v.2
25690/685
  
 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
  5432461v.2
25690/685
  The
Lenders:
 
 
 
 Eaton
Vance Senior
 Floating-Rate
Trust
 By: Eaton
Vance Management
 as
Investment Advisor
 
 By: /s/ Michael B.
Botthof
 Name:
Michael B. Botthof
 Title:
Vice President
  5432461v.2
25690/685
  
 The
Lenders:
 
 
 
 Eaton
Vance Senior Income Trust
 By: Eaton
Vance Management
 as
Investment Advisor
 
 By: /s/ Michael B.
Botthof
 Name:
Michael B. Botthof
 Title:
Vice President
  5432461v.2
25690/685
  The
Lenders:
 
 
 
 Eaton
Vance Short Duration
 Diversified
Income Fund
 By: Eaton
Vance Management
 as
Investment Advisor
 
 By: /s/ Michael B.
Botthof
 Name:
Michael B. Botthof
 Title:
Vice President
  5432461v.2
25690/685
  The
Lenders:
 
 
 
 Eaton
Vance
 VT
Floating-Rate Income Fund
 By: Eaton
Vance Management
 as
Investment Advisor
 
 By: /s/ Michael B.
Botthof
 Name:
Michael B. Botthof
 Title:
Vice President
  5432461v.2
25690/685
  The
Lenders:
 
 
 
 Essex
Park CDO LTD
 By:
Blackstone Debt Advisors, L.P.
 as
Collateral Manager
 
 By: /s/ Dean T.
Criares
 Name:
Dean T. Criares
 Title:
Authorized Signatory
  5432461v.2
25690/685
  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
  5432461v.2
25690/685
  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
  5432461v.2
25690/685
  The
Lenders:
 
 
 
 Franklin
Floating Rate Daily Access Fund,
 as a
Lender
 
 BY: /s/ Richard
Hsu
 Name:
Richard Hsu
 Title:
Vice President
  5432461v.2
25690/685
  The
Lenders:
 
 
 
 Franklin
Floating Rate Master Series,
 as a
Lender
 
 BY: /s/ Richard
Hsu
 Name:
Richard Hsu
 Title:
Vice President
  5432461v.2
25690/685
  The
Lenders:
 
 
 
 Franklin
Templeton Limited Duration Income Trust,
 as a
Lender
 
 BY: /s/ Richard
Hsu
 Name:
Richard Hsu
 Title:
Vice President
  5432461v.2
25690/685
  The
Lenders:
 
 
 
 Franklin
Templeton Series II Funds Floating Rate II Fund,
 as a
Lender
 
 BY: /s/ Richard
Hsu
 Name:
Richard Hsu
 Title:
Vice President
  5432461v.2
25690/685
  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
  5432461v.2
25690/685
  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/ John Wesley
Burgess
 Name:
John Wesley Burgess
 Title:
Vice President
  5432461v.2
25690/685
  The
Lenders:
 
 
 
 GE
BUSINESS FINANCIAL SERVICES INC.,
 as a
Lender
 
 BY: /s/ James R.
Persico
 Name:
James R. Persico
 Title:
Duly Authorized Signatory
  5432461v.2
25690/685
  The
Lenders:
 
 
 
 GENERAL
ELECTRIC CAPITAL CORPORATION,
 as a
Lender
 
 BY: /s/ Jason
Soto
 Name:
Jason Soto
 Title: As
Authorized Signatory
  5432461v.2
25690/685
  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
  5432461v.2
25690/685
  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
  5432461v.2
25690/685
  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
  5432461v.2
25690/685
  The
Lenders:
 
 
 
 INWOOD
PARK CDO
LTD.
 By:
Blackstone Debt Advisors L.P.
 as
Collateral Manager
 
 
 
 BY: /s/ Dean T.
Criares
 Name:
Dean T. Criares
 Title:
Authorized Signatory
  5432461v.2
25690/685
  The
Lenders:
 
 
 
 JP Morgan
Distressed Debt Opportunities Master Fund, LTD.
 
 BY: /s/ James P.
Shanahan
 Name:
James P. Shanahan
 Title:
Managing Director
  5432461v.2
25690/685
  
 The
Lenders:
 
 
 
 JP Morgan
High Yield Fund
 
 BY: /s/ William
Morgan
 Name:
William Morgan
 Title:
Managing Director
 
  5432461v.2
25690/685
  
 The
Lenders:
 
 
 
 JP Morgan
Leveraged Loans Master Fund , L.P.
 
 By: /s/ James P.
Shanahan
 Name:  James
P. Shanahan
 Title:
Managing Director
  5432461v.2
25690/685
  
 The
Lenders:
 
 
 
 JP Morgan
Strategic Income Opportunities Fund
 
 By: /s/ James P.
Shanahan
 Name:  James
P. Shanahan
 Title:
Managing Director
  5432461v.2
25690/685
  
 The
Lenders:
 
 
 
 LOAN
FUNDING VI LLC,
 for
itself or as agent for Corporate Loan Funding VI LLC
 
 By: /s/ Dean T.
Criares
 Name:  Dean
T. Criares
 Title:  Authorized
Signatory
  5432461v.2
25690/685
  
 The
Lenders:
 
 
 Magnolia
Funding
 
 By: /s/ ARLENE
ARELLANO
 Name:
ARLENE ARELLANO
 Title:
AUTHORIZED SIGNATORY
  5432461v.2
25690/685
  
 The
Lenders:
 
 
 
 MOUNMENT
PARK CDO LTD.
 By:
Blackstone Debt Advisors L.P
 as
Collateral Manager
 
 By: /s/ Dean T
Criares
 Name:  Dean
T Criares
 Title:  Authorized
Signatory
  5432461v.2
25690/685
  
 National
City Bank, as a Lender
 
 By: /s/ Timothy J.
Ambrose
 Name:
Timothy J. Ambrose
 Title:
Vice President
  5432461v.2
25690/685
  
 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
  5432461v.2
25690/685
  
 The
Lenders:
 
 
 
 O’Connor
Credit Opportunity Master Limited, as a Lender
 
 By: /s/ Joshua
Karlin
 Name:
Joshua Karlin
 as
ATTORNEY-IN-FACT
  5432461v.2
25690/685
  
 
 The
Lenders:
 
 
 
 Potential
CLO I, Ltd., as a Lender
 By:  Octagon
Credit Investors, LLC
 as
Attorney in Fact
 
 By: /s/ Donald C.
Young
 Name:
Donald C. Young
 Title:  Portfolio
Manger
  5432461v.2
25690/685
  
 The
Lenders:
 
 
 
 PPM
Shadow Creek Funding LLC, as a Lender
 
 By: /s/ Stacy
Lai
 Name:
Stacy Lai
 Title:
Assistant Vice President
  5432461v.2
25690/685
  
 The
Lenders:
 
 
 
 Royal
Bank of Canada, as a Lender
 
 By: /s/ Mustafa S.
Topiwalla
 Name:
Mustafa S. Topiwalla
 Title:
Authorized Signatory
  5432461v.2
25690/685
  
 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
  5432461v.2
25690/685
  
 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
  5432461v.2
25690/685
  
 The
Lenders:
 
 
 
 SENIOR
DEBT PORTFOLIO
 By:  Boston
Management and Research
 as
Investment Advisor
 
 By: /s/ Michael B.
Botthof
 Name:
Michael B. Botthof
 Title:
Vice President
  5432461v.2
25690/685
  
 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
  5432461v.2
25690/685
  
 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
  5432461v.2
25690/685
  
 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
  5432461v.2
25690/685
  
 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
 
  5432461v.2
25690/685
  
 RATIFICATION OF
GUARANTORS
  Each of
the undersigned Guarantors hereby (a) acknowledges and consents to the
foregoing Amendment and the Mission 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 23 thereof.
  The
Guarantors:
 
 NEXSTAR
BROADCASTING, INC.
 NEXSTAR
BROADCASTING GROUP, INC.
 NEXSTAR
FINANCE HOLDINGS, INC.
 
 
 By:  /s/ Shirley E.
Green
 Name:  Shirley E.
Green
 Title:  Secretary & VP
Controller
 
 
 
  
   5432461v.2
25690/685
  Annex I
  [See
Attached]
   5432461v.2
25690/685
 
 Annex
I to the First Amendment
  THIRD
AMENDED AND RESTATED CREDIT AGREEMENT
  AMONG
  
  MISSION
BROADCASTING, INC.,
  
  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
  BANK
OF AMERICA SECURITIES LLC,
  AND
  MERRILL
LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
  AS
JOINT BOOK MANAGERS
  __________________________________
  
  DATED
AS OF APRIL 1, 2005
  __________________________________
   5432461v.2
25690/685
  TABLE OF CONTENTSPageARTICLE
      I.  DEFINITIONS
              11.01.
              Defined Terms
              11.02.
              Other Definitional
    Provisions.
              331.03.
              Accounting Principles
              341.04.
              Classes and Types of Loans and
      Borrowings
              341.05.
              Rounding
              351.06.
              Times of Day
              351.07.
              Letter of Credit Amounts
              35ARTICLE
      II.  THE CREDIT FACILITIES
              352.01.
              Amounts and Terms of
      Commitments.
              352.02.
              Borrowings, Conversions and Continuations of
      Loans.
              372.03.
              Letters of Credit.
              392.04.
              Reduction and Termination of
      Commitments.
              472.05.
              Voluntary Prepayments.
              482.06.
              Mandatory Prepayments.
              492.07.
              Repayment of Loans.
              512.08.
              Interest.
              522.09.
              Fees
              532.10.
              Computation of Interest and
      Fees
              532.11.
              Evidence of Debt.
              542.12.
              Payments Generally; Administrative Agent's
      Clawback.
              542.13.
              Sharing of Payments by
    Lenders
              562.14.
              Security Documents and Guaranty
      Agreements.
              57ARTICLE
      III.  TAXES, YIELD PROTECTION AND ILLEGALITY
              573.01.
              Taxes.
              573.02.
              Illegality
              593.03.
              Inability to Determine
Rates
              593.04.
              Increased Costs; Reserves on Eurodollar
      Loans.
              603.05.
              Compensation for Losses
              613.06.
              Mitigation Obligations; Replacement of
      Lenders.
              623.07.
              Survival
              62ARTICLE
      IV.  CONDITIONS PRECEDENT
              624.01.
              Conditions to the Effective
      Date
              624.02.
              Additional Conditions to the Effective
      Date
              644.03.
              Conditions to All Borrowings and the Issuance of
      Any Letters of Credit
              66ARTICLE
      V.  REPRESENTATIONS AND WARRANTIES
              675.01.
              Existence; Compliance with
    Law
              675.02.
              Corporate, Limited Liability Company or
      Partnership Authorization; No Contravention
              675.03.
              Governmental Authorization
              685.04.
              Binding Effect
              685.05.
              Litigation
              685.06.
              No Default
              685.07.
              ERISA Compliance.
              685.08.
              Use of Proceeds; Margin
      Regulations
              695.09.
              Ownership of Property; Intellectual
      Property.
              695.10.
              Taxes
              705.11.
              Financial Statements.
              715.12.
              Securities Law, etc.;
      Compliance
              715.13.
              Governmental Regulation
              715.14.
              Accuracy of Information
              715.15.
              Environmental Laws
              725.16.
              Environmental Compliance.
              725.17.
              FCC Licenses.
              735.18.
              Subsidiaries; Capital Stock
              745.19.
              Solvency
              745.20.
              Labor Controversies
              745.21.
              Security Documents.
              745.22.
              Network Affiliation
    Agreements
              745.23.
              Condition of Stations
              745.24.
              Information Certificate
              755.25.
              Maintenance of Insurance
              755.27.
              Security Documents
              755.28.
              Nexstar/Mission Agreements
              75ARTICLE
      VI.  AFFIRMATIVE COVENANTS
              756.01.
              Financial Statements
              756.02.
              Certificates; Other
    Information
              766.03.
              Notices
              786.04.
              FCC Information
              806.05.
              FCC Licenses and Regulatory
      Compliance
              806.06.
              License Lapse
              806.07.
              Maintenance of Corporate, Limited Liability
      Company or Partnership Existence, etc
              806.08.
              Foreign Qualification, etc
              806.09.
              Payment of Taxes, etc
              806.10.
              Maintenance of Property;
      Insurance
              816.11.
              Compliance with Laws, etc
              816.12.
              Books and Records.
              816.13.
              Use of Proceeds
              826.14.
              End of Fiscal Years; Fiscal
      Quarters
              826.15.
              Interest Rate Protection
              826.16.
              Additional Security; Further
      Assurances.
              826.17.
              Post Second Amendment Effective Date Collateral
      Requirements
              856.18.
              Lien Searches.
              906.19.
              Designation as Senior Debt
              916.20.
              Operating Accounts as
      Collateral
              916.21.
              Compliance with Environmental
      Laws
              916.22.
              Preparation of Environmental
      Reports
              916.23.
              Further Assurances
              926.24.
              Compliance with Terms of
      Leaseholds
              926.25.
              Cooperation
              936.26.
              Incorporation of Financial
      Covenants
              93ARTICLE
      VII.  NEGATIVE COVENANTS
              937.01.
              Changes in Business
              937.02.
              Limitation on Liens
              937.03.
              Disposition of Assets
              957.04.
              Consolidations, Mergers, Acquisitions,
      etc
              967.05.
              Limitation on Indebtedness
              977.06.
              Transactions with
Affiliates
              987.07.
              Use of Credits; Compliance with Margin
      Regulations
              997.08.
              Environmental Liabilities
              997.09.
              Restricted Payments
              997.10.
              Advances, Investments and
    Loans
              997.11.
              Limitation on Business Activities of the Mission
      Entities
              1007.12.
              Sales or Issuances of Capital
      Stock
              1007.13.
              No Waivers, Amendments or Restrictive
      Agreements
              1007.14.
              Prepayments, Etc. of
      Indebtedness
              1007.15.
              Debt Repurchases
              1007.16.
              Nexstar and Mission
              101ARTICLE
      VIII.  EVENTS OF DEFAULT
              1018.01.
              Event of Default
              1018.02.
              Remedies
              1048.03.
              Rights Not Exclusive
              1058.04.
              Application of Funds
              105ARTICLE
      IX.  ADMINISTRATIVE AGENT
              1079.01.
              Appointment and Authority
              1079.02.
              Rights as a Lender
              1079.03.
              Exculpatory Provisions
              1079.04.
              Reliance by Administrative
      Agent
              1089.05.
              Delegation of Duties
              1099.06.
              Resignation of Administrative
      Agent
              1099.07.
              Non-Reliance on Administrative Agent and Other
      Lenders
              1109.08.
              No Other Duties, Etc
              1109.09.
              Administrative Agent May File Proofs of
      Claim
              1109.10.
              Collateral and Guaranty
    Matters
              1119.11.
              Secured Cash Management Agreements and Secured
      Hedge Agreements
              1119.12.
              Intercreditor Agreement.
              112ARTICLE
      X.  THE GUARANTY
              11310.01.
              Guaranty from the Guarantor
      Parties.
              11310.02.
              Guaranty Limited
              116ARTICLE
      XI.  MISCELLANEOUS
              11711.01.
              Amendment and Waivers.
              11711.02.
              Notices; Effectiveness; Electronic
      Communication.
              11911.03.
              No Waiver; Cumulative
    Remedies
              12111.04.
              Expenses; Indemnity; Damage
      Waiver.
              12111.05.
              Payments Set Aside
              12311.06.
              Successors and Assigns.
              12411.07.
              Treatment of Certain Information;
      Confidentiality
              12811.08.
              Right of Setoff
              12911.09.
              Interest Rate Limitation
              12911.10.
              Counterparts; Integration;
      Effectiveness
              13011.11.
              Survival of Representations and
      Warranties
              13011.12.
              Severability
              13011.13.
              Replacement of Lenders
              13011.14.
              Governing Law; Jurisdiction;
      Etc.
              13111.15.
              WAIVER OF JURY TRIAL
              13211.16.
              Effectiveness.
              13211.17.
              USA Patriot Act Notice
              13311.18.
              Termination
              13311.19.
              Additional Mandatory
      Prepayments
              13411.20.
              ENTIRE AGREEMENT
              13711.21.
              No Advisory or Fiduciary Responsibility
              13711.22.
              Time of the Essence
              138
  5432461v.2
25690/685
  Schedules
and Exhibits
 
 SCHEDULE
      1.01(A)
              NEXSTAR/MISSION
      AGREEMENTSSCHEDULE
      1.01(C)
              DESCRIPTION
      OF REVOLVER REALLOCATIONSCHEDULE
      2.01
              COMMITMENTSSCHEDULE
      5.09
              OWNED
      AND LEASED REAL PROPERTIESSCHEDULE
      5.16
              FCC
      LICENSESSCHEDULE
      5.17
              SUBSIDIARIESSCHEDULE
      5.17(C)
              FCC
      DISCLOSURESCHEDULE
      5.21
              NETWORK
      AFFILIATION AGREEMENTSSCHEDULE
      6.17(a)
              STATIONS
      WITH TOWERS AND TRANSMITTERSSCHEDULE
      6.17(b)
              PETTY
      CASH ACCOUNTSSCHEDULE
      7.02(l)
              LIENS
      EXISTING ON THE FIRST AMENDMENT EFFECTIVE DATESCHEDULE
      7.05(a)
              EXISTING
      INDEBTEDNESS ON THE FIRST AMENDMENT EFFECTIVE DATESCHEDULE
      7.06
              EXISTING
      AFFILIATE TRANSACTIONS ON THE FIRST AMENDMENT EFFECTIVE
    DATESCHEDULE
      7.10
              INVESTMENTS
      ON THE FIRST AMENDMENT EFFECTIVE DATESCHEDULE
      8.01(A)
              NEXSTAR
      ENTITIES REPRESENTATIONS AND WARRANTIESSCHEDULE
      8.01(B)
              NEXSTAR
      ENTITIES COVENANTSSCHEDULE
      11.02
              ADMINISTRATIVE
      AGENT'S OFFICE; CERTAIN ADDRESSES FOR NOTICESSCHEDULE
      11.06
              PROCESSING
      AND RECORDATION FEESEXHIBIT
      A
              Form
      of Assignment and AssumptionEXHIBIT
      B
              Form
      of Closing CertificateEXHIBIT
      C
              Form
      of Compliance CertificateEXHIBIT
      D-1
              Form
      of Confirmation Agreement for the Security AgreementEXHIBIT
      D-2
              Form
      of Confirmation Agreement for the Pledge AgreementEXHIBIT
      D-3
              Form
      of Confirmation Agreement for the Mission Guaranty of Nexstar
      ObligationsEXHIBIT
      D-4
              Form
      of Confirmation Agreement for the Nexstar Guaranty of Mission
      ObligationsEXHIBIT
      D-5
              Form
      of Confirmation Agreement for the Smith Pledge
AgreementEXHIBIT
      E
              Form
      of Information CertificateEXHIBIT
      F
              Form
      of Revolving Loan NoteEXHIBIT
      G
              Form
      of Revolving Loan NoticeEXHIBIT
      H
              Form
      of Solvency CertificateEXHIBIT
      I
              Form
      of Subsidiary Guaranty AgreementEXHIBIT
      J
              Form
      of Term B Loan NoteEXHIBIT
      K
              Form
      of Term B Loan Notice
 
  5432461v.2
25690/685
  THIRD
AMENDED AND RESTATED CREDIT AGREEMENT
  THIS THIRD AMENDED AND RESTATED
CREDIT AGREEMENT, dated as of April 1, 2005, is among MISSION BROADCASTING, INC., a
Delaware corporation, 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 Administrative Agent, and the several banks parties thereto
entered into that certain Second Amended and Restated Credit Agreement dated as
of December 30, 2003 (as amended through the date hereof, the "Existing Mission Credit
Agreement").
  B.           The
parties wish to amend and restate the Existing Mission Credit Agreement, which
amendment and restatement is in extension and renewal, and not in extinguishment
or novation, of the indebtedness outstanding under the Existing Mission Credit
Agreement, as herein provided, it being acknowledged and agreed by the Borrower
and the Guarantors that the Indebtedness under this Agreement constitutes an
extension, renewal and increase of the outstanding indebtedness under the
Existing Mission Credit Agreement, and that all Liens and Guaranty Agreements
that secure the repayment of outstanding indebtedness under the Existing Mission
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 Mission 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:
  "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).
   5432461v.2
25690/685
  "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 11.02,
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.
  "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 $15,000,000 as of the First Amendment Effective Date,
as such amount may be reduced from time to time pursuant to this Agreement.1
  "Agreement" means this
Third 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
  
 1 The
Aggregate Revolving Commitment was previously reallocated – thus when added to
the Nexstar Aggregate Revolving Commitment, the total amount will remain
unchanged.
  5432461v.2
25690/685
  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%.
  "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
11.06(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 Borrower
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 Borrower 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. § 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
   5432461v.2
25690/685
  (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.
  "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.
  "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
Mission 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 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.
   5432461v.2
25690/685
  "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 the Borrower, other Credit Party
or any Affiliate of the Borrower 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.
   5432461v.2
25690/685
  "Change of Control"
means that 100% of the voting and economic interest of the Borrower shall cease
to be subject to the Smith Pledge Agreement or a pledge agreement substantially
in the form of the Smith Pledge Agreement or otherwise in form and substance
reasonably satisfactory to the Administrative Agent.
  "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.
  "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).
  "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 Agreement,
substantially in the form of Exhibit D-2, (iii) a
First Amendment and Confirmation Agreement for the Mission Guaranty of Nexstar
Obligations, substantially in the form of Exhibit D-3, (iv) a
First Amendment and Confirmation Agreement for the Nexstar Guaranty of Mission
Obligations, substantially in the form of Exhibit D-4 and (v) a
First Amendment and Confirmation Agreement for the Smith Pledge Agreement in the
form of Exhibit
D-5.
   5432461v.2
25690/685
  "Consolidated Operating Cash
Flow" means, on any date, the "Consolidated Operating Cash Flow"
determined under the Nexstar Credit Agreement.
  "Consolidated Senior Leverage
Ratio" means, on any date, the "Consolidated Senior Leverage Ratio"
determined under the Nexstar Credit Agreement.
  "Consolidated Total
Debt" means, on any date, the "Consolidated Total Debt" determined under
the Nexstar Credit Agreement.
  "Consolidated Total Leverage
Ratio" means, on any date, the "Consolidated Total Leverage Ratio"
determined under the Nexstar Credit Agreement.
  "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 Borrower, the Nexstar 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 neither
David S. Smith nor Nancie J. Smith will 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
   5432461v.2
25690/685
  (b) when
used with respect to Letter of Credit Fees, a rate equal to the Applicable
Margin plus 2% per annum.
  "Defaulting Lender"
means any Nexstar 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 Mission Entity to any
Person (other than the Borrower or any Wholly-Owned Subsidiary of the Borrower)
of any assets or property of any Mission 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 Mission Entity including,
without limitation, any Station of any Mission Entity or the Capital Stock of
any Subsidiary of any Mission 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.
   5432461v.2
25690/685
  "Domestic Lending
Office" shall have the meaning specified in the definition of "Lending
Office".
  "Effective Date" has
the meaning specified in Section 11.16.
  "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 Borrower or any of its Subsidiaries 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 the
Borrower and/or any of its Subsidiaries; (ii) a withdrawal by any Borrower,
any of its Subsidiaries 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 the Borrower and/or any of its Subsidiaries;
(iii) a complete or partial withdrawal by the Borrower, any of its
Subsidiaries or any ERISA Affiliate from a Multiemployer Plan which could
reasonably be expected to result in a material liability to the Borrower and/or
any of its Subsidiaries or notification that a Multiemployer Plan is insolvent
or
   5432461v.2
25690/685
  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 the Borrower, any of its
Subsidiaries 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 the Borrower, any of its Subsidiaries 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 the
Borrower, any of its Subsidiaries 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.
   5432461v.2
25690/685
  "Eurodollar Loan"
means any Loan that bears interest rate computed on the basis of the Eurodollar
Rate.
  "Eurodollar Rate" 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.
  "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 11.13), 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 Mission 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
   5432461v.2
25690/685
  shall be
delivered to the Administrative Agent to be held as collateral in accordance
with the terms of Section
11.19(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 Nexstar
Borrower, the Administrative Agent and BAS, (ii) the letter agreement, dated
March 15, 2005, among the Borrower, the Nexstar 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.
  "First Amendment"
means that certain First Amendment to Third Amended and Restated Credit
Agreement, dated as of October 8, 2009, among Mission Broadcasting, Inc., the
Lenders and the Administrative Agent.
  "First Amendment Effective
Date" means, as applicable in the context used, the date that all
applicable conditions of effectiveness set forth in the First Amendment are
satisfied with respect to any provision therein.
  "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
   5432461v.2
25690/685
  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).
  "Granting Lender" has
the meaning specified in Section
11.06(h).
  "Guaranteed
Obligations" means, with respect to each Borrower as a Guarantor under
Article X of this Agreement, all Obligations of each other Borrower under this
Agreement and the other Loan Documents.
  "Guaranteed Party"
means each Borrower, with respect to its Guaranteed Obligations under Article X
of this Agreement.
   5432461v.2
25690/685
  "Guarantor" means (i)
each Credit Party which is a party to a Guaranty Agreement and (ii) each
Borrower, as a Guarantor Party under Article X of this Agreement.
  "Guarantor Party"
means each Borrower, with respect to its Guaranty Obligations under Article X of
this Agreement.
  "Guaranty Agreements"
means the Nexstar Guaranty of Mission Obligations, the Subsidiary Guaranty
Agreement, the Mission Guaranty of Nexstar 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
   5432461v.2
25690/685
  (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 Nexstar 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
   5432461v.2
25690/685
  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
11.04(b).
  "Information" has the
meaning specified in Section
11.07.
  "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.
  "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) of the Nexstar
Credit Agreement.
  "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
   5432461v.2
25690/685
  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 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
Agreement" means a supplement to the Pledge Agreement in the form of
Annex B thereto, whereby a Mission Entity becomes a party to, and assumes all
obligations of, a pledgor under the Pledge Agreement.
  "Joinder to Security
Agreement" means a supplement to the Security Agreement in the form of
Annex C thereto, whereby a Mission 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.
   5432461v.2
25690/685
  "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.
  "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.
   5432461v.2
25690/685
  "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.
  "Loan" means any
extension of credit made by any Lender pursuant to this Agreement.
  "Loan Documents" means
this Agreement (including the Guaranty set forth in Article X hereof),
all Guaranty Agreements, all Security Documents, all Confirmation Agreements,
any Request for Credit Extension, all Issuer Documents, 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
   5432461v.2
25690/685
  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
11.01 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) Nexstar
Lenders (whether or not also Lenders) that are not Defaulting Lenders and whose
respective Nexstar Facility Percentages aggregate more than 50% of the aggregate
Nexstar Facility Percentages of the Nexstar 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.
  "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 Mission 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
   5432461v.2
25690/685
  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 Entity" means
the Borrower and any Person which is a direct or indirect Subsidiary of the
Borrower.
  "Mission Guaranty of Nexstar
Obligations" means that certain First Restated Guaranty Agreement, dated
as of December 30, 2003, executed and delivered by the Mission Entities in favor
of the Nexstar Lenders, whereby the Mission Entities guaranty the obligations of
the Nexstar Entities under the Nexstar Loan Documents.
  "Moody's" means
Moody's Investors Service, Inc., and its successors.
  "Mortgage Policies"
means the Mortgage Policies under, and as defined in, the Existing Mission
Credit Agreement, and all other New Mortgage Policies and other title policies
delivered in connection with this Agreement, the Loan Documents and the Nexstar
Loan Documents.
  "Mortgaged Properties"
means all Real Property owned or leased by any Mission Entity or Nexstar 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 Mission Credit Agreement) granted by
certain of the Mission Entities pursuant to the Existing Mission Credit
Agreement (or any predecessor credit agreement which was amended and restated by
the Existing Mission 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 Mission 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
   5432461v.2
25690/685
  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
11.19(l).
  "Net Debt Proceeds"
means, with respect to the incurrence or issuance of any Indebtedness by any
Mission 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 Mission Entity or an Affiliate thereof), satisfactorily documented and
paid or payable (whether on behalf of such Mission Entity or an Affiliate
thereof) to any Person not an Affiliate of a Mission 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
11.19(l).
  "Net Issuance
Proceeds" means, with respect to the sale or issuance of Capital Stock,
or any capital contribution to, any Mission Entity from a source other than a
Mission 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 Mission Entity or an Affiliate thereof), satisfactorily documented and
paid (whether on behalf of such Mission Entity or an Affiliate thereof) to any
Person not an Affiliate of a Mission 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
11.19(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).
  "Nexstar Aggregate Available
Revolving Commitment" means the "Aggregate Available Revolving
Commitment" as that term is defined in the Nexstar Credit
Agreement.
  "Nexstar Aggregate Revolving
Commitment" means the "Aggregate Revolving Commitment" as that term is
defined in the Nexstar Credit Agreement.
   5432461v.2
25690/685
  "Nexstar Borrower"
means the "Borrower" as that term is defined in the Nexstar Credit
Agreement.
  "Nexstar Commitments"
means the "Commitments" as that term is defined in the Nexstar Credit
Agreement.
  "Nexstar Credit
Agreement"means that certain
Fourth Amended and Restated Credit Agreement, dated as of the date of this
Agreement,among
the Nexstar Borrower, as borrower, the Ultimate Nexstar Parent, certain of its
Subsidiaries from time to time parties thereto, the financial institutions from
time to time parties thereto, and Bank of America, N.A., as the 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.
  "Nexstar Defaulting
Lender" means "Defaulting Lender" as defined in the Nexstar Credit
Agreement.
  "Nexstar Entity" means
the Ultimate Nexstar Parent and any Person which is a direct or indirect
Subsidiary of the Ultimate Nexstar Parent.
  "Nexstar Facility
Percentage" means the "Facility Percentage" as that term is defined in
the Nexstar Credit Agreement.
  "Nexstar Finance
Holdings" means Nexstar Finance Holdings, Inc., a Delaware corporation
and a Nexstar Entity.
  "Nexstar Guaranty of Mission
Obligations" means that certain First Restated Guaranty Agreement, dated
as December 30, 2003, executed and delivered by the Nexstar Entities in favor of
the Lenders, whereby the Nexstar Entities guaranty the obligations of the
Mission Entities under the Loan Documents.
  "Nexstar Impacted
Lender" means "Impacted Lender" as defined in the Nexstar Credit
Agreement.
  "Nexstar Letters of
Credit" means the "Letters of Credit" as that term is defined in the
Nexstar Credit Agreement.
  "Nexstar Lenders"
means the "Lenders" as that term is defined in the Nexstar Credit
Agreement.
  "Nexstar Loan" means
any extension of credit made by any Lender under or pursuant to the Nexstar
Credit Agreement.
  "Nexstar Loan
Documents" means the "Loan Documents" as that term is defined in the
Nexstar Credit Agreement.
   5432461v.2
25690/685
  "Nexstar/Mission
Agreements" means any and all agreements executed between or among the
Borrower and the Nexstar Borrower, or any Nexstar Entity and any Mission Entity,
including, without limitation, those agreements listed on Schedule
1.01A.
  "Nexstar Obligations"
means the "Obligations" as that term is defined in the Nexstar Credit
Agreement.
  "Nexstar Term B
Lenders" means the "Term B Lenders" as that term is defined in the
Nexstar Credit Agreement.
  "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.
  "Participant" has the
meaning specified in Section 11.06(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 the Borrower, any Subsidiary of the Borrower or any ERISA
Affiliate
   5432461v.2
25690/685
  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 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 the
Borrower, any Subsidiary of the Borrower or any ERISA Affiliate sponsors or
maintains or to which the Borrower, any Subsidiary of the Borrower 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 Agreement"
means the First Restated Pledge 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.
  "Pledged Collateral"
has the meaning specified in the Pledge Agreement or the Smith Pledge Agreement,
as applicable.
  "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.
  "Pro Forma Basis" has
the meaning specified in the Nexstar Credit Agreement.
  "Pro Forma Compliance
Certificate" has the meaning specified in the Nexstar Credit
Agreement.
  "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 Mission 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 Mission
Entity.
   5432461v.2
25690/685
  "Register" has the
meaning specified in Section 11.06(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.
  "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 Indebtedness (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
   5432461v.2
25690/685
  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 11.06
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.
   5432461v.2
25690/685
  "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.
  "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.
  "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 the Borrower has granted security interests in its
assets.
  "Security Agreement
Collateral" has the meaning specified in the Security
Agreement.
   5432461v.2
25690/685
  "Security Documents"
means collectively the Smith Pledge Agreement, the Pledge Agreement, the
Security Agreement, each Mortgage and each Joinder to Pledge 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 the Nexstar Credit
Agreement.
  "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.
  "Smith Pledge
Agreement" means the First Restated Smith Pledge Agreement, dated as of
December 30, 2003, pursuant to which David S. Smith, the sole shareholder of the
Borrower, has pledged or collaterally assigned, or is required to pledge or
collaterally assign, 100% of the Capital Stock of the Borrower, as the same may
be amended, supplemented and/or otherwise modified from time to
time.
  "Solvency Certificate"
means a certificate of the Mission Entities executed on their behalf by a
Responsible Officer of each of the Mission Entities, substantially in the form
of Exhibit
H.
   5432461v.2
25690/685
  "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.
  "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.
  "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, collectively, (i) each television station listed in Schedule 5.16
hereto, (ii) any television station licensed by the FCC to any Mission
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,
   5432461v.2
25690/685
  (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 First 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 the Nexstar Credit Agreement.
  "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.
  "Subsidiary Guarantor"
means each Subsidiary of the Borrower.
  "Subsidiary Guaranty
Agreement" means a Subsidiary Guaranty Agreement, substantially in the
form of Exhibit
I, as the same may be amended, supplemented and/or otherwise modified
from time to time.
  "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 Mission 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.
   5432461v.2
25690/685
  "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
J.
  "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
K.
  "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 Mission Entities on the Effective Date and the refinancing of the
Loans under the Existing Mission Credit Agreement.
  "Type" has the meaning
specified in Section
1.04.
  "Ultimate Nexstar
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.
   5432461v.2
25690/685
  "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" has
the meaning specified in the Nexstar Credit Agreement.
  "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
   5432461v.2
25690/685
  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
   5432461v.2
25690/685
  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.
  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.
   5432461v.2
25690/685
  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 11.19 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.
  (b)  Refinancing of Term
Loans.  Notwithstanding anything in this Section 2.01(c) 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.
  (c)  Permitted Revolver
Reallocation.  Each Permitted Revolver Reallocation shall be
limited to a reallocation of the Aggregate Available Revolving Commitment and
the Nexstar 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
   5432461v.2
25690/685
  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
has 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
   5432461v.2
25690/685
  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.
   5432461v.2
25690/685
  Letters of
Credit.
  (f)  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 Subsidiariesand 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
   5432461v.2
25690/685
  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;
  (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.
   5432461v.2
25690/685
  Procedures for Issuance and
Amendment of Letters of Credit; Auto-Extension Letters of
Credit.
  (vii)  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.
  (viii)  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.
   5432461v.2
25690/685
  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.
  (g)  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
   5432461v.2
25690/685
  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.
  (h)  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
   5432461v.2
25690/685
  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
11.05 (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.
  (i)  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
   5432461v.2
25690/685
  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.
  (j)  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.
  (k)  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
   5432461v.2
25690/685
  the
circumstances described in Section 2.06(a)(ii)
or Section
11.19(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
11.19(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.
  (l)  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.
  (m)  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.
  (n)  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
   5432461v.2
25690/685
  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.
  (o)  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.
  (p)  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.
  2.03.  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 Nexstar Borrower makes a concurrent ratable reduction to
the Nexstar 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)
or (e) or Sections 11.19(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 11.19, 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 11.19(g),
and
  (ii)  on such
date that any prepayment is required to be made under any of Sections 2.06(b), (c), (d)
or (e) or Sections 11.19(b), (c),
(d), (e), (f) or (g) and
   5432461v.2
25690/685
  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 11.19(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.
  2.04.  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).
   5432461v.2
25690/685
  Mandatory
Prepayments.
  (d)  (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.
  (e)  (i)           If
on any date any Mission 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 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
   5432461v.2
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  outstanding
principal of the Term B Loans and the Revolving Loans on a pro rata basis among
such Loans.
  (f)  Within 90
days after any Mission 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.
  (g)  On the
Business Day after the date of the receipt by any Mission Entity of Net Issuance
Proceeds from any sale or issuance of Capital Stock or cash capital
contribution, 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, 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(d) 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 Mission 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 Mission Entity committed in writing to such
Acquisition, then the amount of prepayments required to be made under this Section 2.06(d) shall
be increased by the amount of such Net Issuance Proceeds that were not used to
consummate such Acquisition.
  (h)  If on any
date any Mission Entity shall incur or issue any Indebtedness (other than the
Indebtedness described in subsections (a) - (d), and (f) - (h) 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; providedthat 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(e)
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 Mission Entity
   5432461v.2
25690/685
  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 Mission 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 Debt Proceeds that were not used to
consummate such Acquisition.
  (i)  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.
  (j)  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.
  (k)  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).
  (l)  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.
  2.05.  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
   5432461v.2
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  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(i)
and Section 11.19(i),
any payment made on Term B Loans pursuant to this Section 2.07,
Section 2.05,
Section 2.06 or
Section 11.19
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 11.19
shall be applied pro rata to each Lender's Revolving Loans in accordance with
such Lender's Revolving Facility Percentage.
  2.06.  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.
   5432461v.2
25690/685
  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.
  2.07.  Fees.  In
addition to certain fees described in subsections (i) and (j) of Section 2.03:
  (a)  Commitment
Fees.  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.
  (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 Mission
Credit Agreement.  Notwithstanding anything to the contrary in
this Agreement, all fees which, as of the Effective Date, remain outstanding
under the Existing Mission 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.
  2.08.  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
   5432461v.2
25690/685
  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.
  2.09.  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.
  2.10.  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
   5432461v.2
25690/685
  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.
   5432461v.2
25690/685
  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
11.04(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
11.04(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
11.04(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.
  2.11.  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
   5432461v.2
25690/685
  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.
  2.12.  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 Nexstar Entities pursuant to the Nexstar
Guaranty of Mission Obligations and by any Subsidiaries of the Borrower pursuant
to one or more Subsidiary Guaranty Agreements.
  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
   5432461v.2
25690/685
  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
   5432461v.2
25690/685
  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.
  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
   5432461v.2
25690/685
  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
   5432461v.2
25690/685
  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 11.13;
   5432461v.2
25690/685
  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
11.13.
  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.
  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:
   5432461v.2
25690/685
  Third Amended and Restated
Credit Agreement.  This Agreement duly executed and delivered
by 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).
  (a)  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.
  (b)  Legal
Opinions.
  (i)  An
opinion of Drinker, Biddle & Reath LLP, counsel to the Borrower and/or an
opinion of Kirkland & Ellis LLP, special counsel to the Credit Parties, each
addressed to the Administrative Agent and the Lenders, which opinions 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
   5432461v.2
25690/685
  as the
Administrative Agent may reasonably request and shall be in form and substance
reasonably satisfactory to the Administrative Agent.
  (c)  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 Borrower contained in Article VI 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);
  (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 Mission
Entity will have any Indebtedness outstanding except as shall be permitted under
Section 7.05.
  (d)  Financial
Statements.  Consolidated financial statements of the Mission
Entities for Fiscal Years 2004.
  (e)  Solvency
Certificate.  The Solvency Certificate.
  (f)  Information
Certificate.  The Information Certificate, containing
information not otherwise provided in the Security Documents.
  (g)  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, D-4 and D-5.
  (h)  Revolving Reallocation
Letter. A Revolving Reallocation Letter duly executed by the Revolving
Lenders, the Nexstar Entities and the Borrower.
  (i)  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
   5432461v.2
25690/685
  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)  Nexstar Credit
Agreement.  On or prior to the Effective Date, the Nexstar
Borrower shall have entered into the Nexstar Credit Agreement and related loan
documents, and shall have utilized the proceeds from same to incur up to
$232,300,000 in Indebtedness to refinance the Indebtedness outstanding under the
Existing Nexstar Credit Agreement (as defined in the Nexstar 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 Nexstar Credit Agreement and related documents or any of the transactions
contemplated in connection with any of the foregoing.
  (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 Nexstar 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 Nexstar 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.
   5432461v.2
25690/685
  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.
  (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 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.
   5432461v.2
25690/685
  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.
  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, the
Borrower both as to itself and as to its 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 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; (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 Mission Entity of this Agreement and
any other Loan Document to which such Mission 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 Mission Entity and do not and will not: (a)
contravene any terms of the Charter Documents 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 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
(other than pursuant to the 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 First Amendment Effective
Date, the Borrower has delivered copies of all Charter Documents for each Credit
Party, as each such Charter Document
   5432461v.2
25690/685
  is in
effect on the First 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 Mission 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.
  5.04.  Binding
Effect.  This Agreement and each other 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.
  5.05.  Litigation.  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 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 Mission Entity.  No Mission 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.
  (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 Mission
Entity nothing has occurred which would cause the loss of such qualification or
the revocation of such determination letter.
   5432461v.2
25690/685
  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 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.
  (b)  No ERISA
Event has occurred or is reasonably expected to occur with respect to any
Pension Plan or Multiemployer Plan.
  (c)  As of the
date hereof, no Pension Plan has an Unfunded Pension Liability.
  (d)  No
Mission 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.
  (e)  No
Mission 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.
  (f)  No
Mission 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 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.  No part of the
proceeds of any Loan have been or will be used by any Mission 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
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
   5432461v.2
25690/685
  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 First 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 First Amendment Effective
Date.
  (b)  (i) 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.
  (c)  As of the
date of this Agreement, (i) no Mission Entity has received any notice of,
nor has 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.
  (d)  Each
Mission 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 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, to the knowledge of each Mission
Entity, the use of such Intellectual Property by such Mission Entity does not
infringe on the rights of any Person.
  5.10.  Taxes.  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.
   5432461v.2
25690/685
  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
Borrower as of the date thereof and its 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 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 Borrower, 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 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.
  (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.
  5.11.  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.
  5.12.  Governmental
Regulation.  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 this Agreement or any other Loan Document.
  5.13.  Accuracy of
Information.  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 Administrative Agent or any
Lender for purposes of or in
   5432461v.2
25690/685
  connection
with this Agreement or any transaction contemplated hereby, and all other such
factual information hereafter furnished by or on behalf of any Mission 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.
  5.14.  Environmental
Laws.  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 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.
  5.15.  Environmental
Compliance.
  (a)  With
respect to properties currently owned or operated 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 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 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
   5432461v.2
25690/685
  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 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.
  5.16.  FCC
Licenses.
  (a)  Each
Mission 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 First 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
Mission 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 Schedules 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 Mission
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
Mission 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 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 Station's authorization
to
   5432461v.2
25690/685
  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.
  5.17.  Subsidiaries; Capital
Stock.  No Mission Entity has any Subsidiaries except, on the
First Amendment Effective Date, those Subsidiaries which are identified in Schedule 5.17.
  5.18.  Solvency.  As
of the date on which this representation and warranty is made or deemed made,
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.
  5.19.  Labor
Controversies.  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.
  5.20.  Security
Documents.
  (a)  Each of
the Pledge Agreement and the Smith Pledge 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 Agreement and the Smith
Pledge 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.
  5.21.  Network Affiliation
Agreements.  Set forth on Schedule 5.21 hereto
is a list, as of the First Amendment Effective Date, of each effective Network
Affiliation Agreement and the expiration date therefor.
  5.22.  Condition of
Stations.  All of the material properties, equipment and
systems of each Mission 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
   5432461v.2
25690/685
  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.
  5.23.  Information
Certificate.  As of the First 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 Mission Entity to the Administrative Agent reflecting any
changes or additions to the Information Certificate, shall be true, accurate and
complete in all respects.
  5.24.  Maintenance of
Insurance.  The Borrower 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 Mission
Entities in the Collateral described therein.  Except for filings
completed prior to the First 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
First 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.
  ARTICLE
VI.
  
  AFFIRMATIVE
COVENANTS
  The
Borrower agrees with the Administrative Agent, the Co-Syndication Agents and
each Lender that, until all Commitments, Letters of Credit, Nexstar Commitments
and Nexstar Letters of Credit have terminated and all Obligations and Nexstar
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 Borrower and its consolidated
Subsidiaries as at the end of such Fiscal Year and the related
   5432461v.2
25690/685
  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) if required to be included in
the 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 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, or (2) could reasonably be expected to permit the occurrence of a
Material Adverse Effect if left unremedied; and
  (ii)  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 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 Borrower, executed on behalf of the
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 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 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 Borrower, executed on behalf of the 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 Borrower and its consolidated Subsidiaries.
  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 Borrower;
   5432461v.2
25690/685
  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;
  (b)  promptly,
such additional business, financial and other information with respect to the
Borrower or any of its Subsidiaries or Credit Parties as the Administrative
Agent, at the request of any Lender, may from time to time reasonably
request;
  (c)  promptly
after the furnishing thereof, copies of any statement or report furnished to any
holder of debt securities of the Borrower 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;
  (d)  promptly,
and in any event within two Business Days after receipt thereof by the 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 Borrower;
and
  (e)  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.
  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 Borrower posts such documents,
or provides a link thereto on the Borrower's website on the Internet at the
website address listed on Schedule 11.02; or
(ii) on which such documents are posted on the 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 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
   5432461v.2
25690/685
  do not
wish to receive material non-public information with respect to the Borrower or
its securities) (each, a "Public
Lender").  The Borrower hereby agrees 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 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 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 11.07); (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."
  6.03.  Notices.  The
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 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 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 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 Mission
Entity to the Lenders regarding any Credit Party which could reasonably be
expected to have a Material Adverse Effect; or
  (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
   5432461v.2
25690/685
  Governmental
Authority and any notice delivered by a Governmental Authority to any Mission
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 Mission 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 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 as may be necessary for
such Schedules to be accurate and complete in all material respects as of the
end of such
   5432461v.2
25690/685
  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 Mission Entity from the FCC or any other
Governmental Authority or filing or receipt thereof by any Mission 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
Mission Entity which is available to any Mission 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 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.
  6.05.  FCC Licenses and Regulatory
Compliance.  The Borrower shall, and shall cause each of its
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 Borrower and/or its
Subsidiaries or any Credit Party or the operation of the Stations of any Mission
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 Mission 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 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.
  6.07.  Maintenance of Corporate,
Limited Liability Company or Partnership Existence, etc.  The
Borrower shall, and shall cause each of its 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 Mission Entity except to the extent otherwise permitted pursuant to
Section 7.04.
  6.08.  Foreign Qualification,
etc.  The Borrower will, and will cause each of its
Subsidiaries and each other Mission Entity to, cause to be done at all times all
things necessary to maintain and preserve the rights and franchises of the
Borrower and its Subsidiaries or other Mission 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 Borrower will, and will cause each of its respective
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
   5432461v.2
25690/685
  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 Borrower or any of its
Subsidiaries or other Mission Entity 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.
  6.10.  Maintenance of Property;
Insurance.  The 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, and cause
each of its Subsidiaries and Mission 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 Mission 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 Borrower will, and will cause each of its
Subsidiaries and 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.
  6.12.  Books and
Records.
  (a)  The
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 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 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 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 or its representatives pursuant to the foregoing, such fees
and costs of the Borrower's and Mission 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
   5432461v.2
25690/685
  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.  The 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
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 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 First 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 Borrower will, for financial reporting purposes,
cause (a) its and each of its Subsidiaries' and Mission Entities' fiscal years
to end on December 31 of each year and (b) its and each of its
Subsidiaries' and Mission 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 the Borrower and its Subsidiaries plus all outstanding
Indebtedness of Nexstar Finance Holdings (including the Nexstar Borrower) and
its Subsidiaries is subject to either a fixed interest rate or interest rate
protection.
  6.16.  Additional Security; Further
Assurances.
  (a)  The
Borrower will, and will cause each of its 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 Mission
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
   5432461v.2
25690/685
  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
Borrower will, and will cause each of its 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
   5432461v.2
25690/685
  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
Borrower will, and will cause each of its 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 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 Administrative Agent and which shall be in form and substance
reasonably satisfactory to the Administrative Agent;
  (d)  If at any
time the Borrower or any other Credit Party creates or acquires any additional
Subsidiary, the Borrower will promptly notify the Administrative Agent thereof
and cause such Subsidiary, within 30 days thereafter, to execute and deliver
appropriate Guaranty Supplements (or a Subsidiary Guaranty Agreement), a Joinder
to Security Agreement and a Joinder to Pledge Agreement (provided that nothing
in this Section shall be deemed to permit the formation, creation or acquisition
of any additional Subsidiary).
  (e)  The
Borrower agrees 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 Mission Entity or
Nexstar Entity pursuant to the terms of this Section 6.16.
  (f)  The
Borrower agrees 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
   5432461v.2
25690/685
  Credit
Parties under the Loan Documents and Nexstar 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 Borrower will, and will cause
each of its 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.
  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
   5432461v.2
25690/685
  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 Borrower will, and will cause each of its 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) the 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 Nexstar 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 First 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
   5432461v.2
25690/685
  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
   5432461v.2
25690/685
  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;
   5432461v.2
25690/685
  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 First 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:
  (xiv)  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
  (xv)  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;
  (b)  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;
  (c)  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:
  (i)  an
opinion of Kirkland & Ellis LLP, counsel to the Credit Parties, or other
counsel reasonably acceptable to the Administrative Agent, addressed
to
   5432461v.2
25690/685
  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;
  (d)  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, a 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
  (e)  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
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), Lien searches (and
copies
   5432461v.2
25690/685
  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
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 Borrower will, and will cause each of their
respective Subsidiaries and all other Mission 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 Borrower will,
and will cause each of its Subsidiaries and all other Mission 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 Borrower will, and will cause each of
its Subsidiaries and all other Mission 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.
  6.22.  Preparation of Environmental
Reports.  The Borrower will, and will cause each of
its  Subsidiaries and all other Mission 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
   5432461v.2
25690/685
  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 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 Borrower will, and will cause each of its
Subsidiaries and all other Mission Entities to, and shall use their best efforts
to cause each Nexstar 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 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 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
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 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 Borrower will, and will cause each of its
Subsidiaries and all other Mission 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.
   5432461v.2
25690/685
  Cooperation.  The
Borrower shall, and shall cause each of its 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
11.07.
  6.25.  Incorporation of Financial
Covenants.  Until all Commitments, Letters of Credit, Nexstar
Commitments and Nexstar Letters of Credit have terminated and all Obligations
and Nexstar Obligations (other than indemnities for which no request for payment
has been made), the Borrower shall comply with all the financial covenants set
forth in Section 7.09 (the "Nexstar Financial
Covenants") of the Nexstar Credit Agreement with the financial position
and results of the Borrower being included in such financial covenants
calculations as if it were a Wholly-Owned Subsidiary of the Nexstar Borrower,
subject to the cure provision set forth in the final paragraph of
Section 8.02 of the Nexstar Credit Agreement (the "Nexstar Cure Provision")
to the extent applicable.  The Nexstar Financial Covenants and the
Nexstar Cure Provision are incorporated herein by this reference with
appropriate substitutions (including all exhibits, schedules and defined terms
referred to therein, as the same may be amended, supplemented, restated or
otherwise modified from time to time) with the same effect as though set forth
herein in their entirety, and all such Nexstar Financial Covenants and the
Nexstar Cure Provision so incorporated shall survive any termination,
cancellation, discharge or replacement of the Nexstar Credit
Agreement.  Upon any termination, cancellation, discharge or
replacement of the Nexstar Credit Agreement, the Borrower shall deliver,
concurrently with the delivery of the financial statements referred to in Sections 6.01(a)and
(b), a
Compliance Certificate, executed by a Responsible Officer of the Borrower, in
the form required to delivered under the Nexstar Credit Agreement immediately
prior to such termination, cancellation, discharge or replacement of the Nexstar
Credit Agreement.
  ARTICLE
VII.
  
  NEGATIVE
COVENANTS
  The
Borrower agrees with the Administrative Agent, the Co-Syndication Agents and
each Lender that, until all Commitments, Letters of Credit, Nexstar Commitments
and Nexstar Letters of Credit have terminated and all Obligations and Nexstar
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 Borrower will not, and will not cause or permit
any of its Subsidiaries or Mission Entities 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.
  7.02.  Limitation on
Liens.  The Borrower will not, and will not permit any of its
Subsidiaries and Mission Entities to, create, incur, assume, or suffer to exist
any Lien upon any of its respective revenues, property (including fixed assets,
inventory, Real Property, intangible
   5432461v.2
25690/685
  rights
and Capital Stock) or other assets, whether now owned or hereafter acquired,
other than the following ("Permitted
Liens"):
  (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;
  (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 (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 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 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) to
the Nexstar 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 this Agreement;
   5432461v.2
25690/685
  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 the Nexstar Credit Agreement;
and
  (i)  Liens
created by the Security Documents;
  (j)  the
options to purchase assets of any Mission Entity granted by such Mission Entity
to the Ultimate Nexstar Parent or one or more of its Subsidiaries;
  (k)  existing
Lien disclosed on Schedule 7.02(l)
against the real property of the Borrower described on Schedule 7.02(l), so
long as (i) such Lien does not secure borrowed money of any Credit Party; and
(ii) the Borrower shall use commercially reasonable efforts to obtain a
release of such Lien.
  7.03.  Disposition of
Assets.  The Borrower will not, and will not suffer or permit
any of its Subsidiaries 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 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 ofSection 2.06(b) and
Section
11.19(b) (except as provided in Section 2.06(b) and
Section
11.19(b)), (iii) any television station owned by the Nexstar Borrower in
the same market is sold by the Nexstar Borrower concurrently with the
Disposition of any television station owned by the Borrower (and in accordance
with the terms of the Nexstar 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 Mission Entities, the Nexstar 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 of the Nexstar Credit Agreement, (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;
   5432461v.2
25690/685
  Dispositions
permitted by Section 7.04(c)
and (d);
  (c)  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;
  (d)  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
11.19(b) (except as provided in Section 2.06(b)
and Section
11.19(b)) and (iv) any television station owned by the Nexstar Borrower
in the same market is sold by the Nexstar Borrower concurrently with such
Disposition and in accordance with the terms of the Nexstar 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;
  (e)  a
Disposition pursuant to the exercise of any option described in Section 7.02(k);
and
  (f)  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 the Nexstar 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
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.
  7.04.  Consolidations, Mergers,
Acquisitions, etc.  The Borrower will not, and will not suffer
or permit any of its Subsidiaries to, or 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
   5432461v.2
25690/685
  (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
Borrower and its Subsidiaries may make Dispositions permitted under Section 7.03;
  (b)  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);
  (c)  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); and
  (d)  Settlement
Securities acquired from time to time by any Mission Entity in good
faith.
  7.05.  Limitation on
Indebtedness.  The Borrower will not, and will not suffer or
permit any of its 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)  Indebtedness
existing on the First Amendment Effective Date and described on Schedule 7.05(a)
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 case no fee is
payable in connection therewith;
  (b)  Indebtedness
incurred pursuant to any Loan Document;
  (c)  Indebtedness
of any Mission 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 7.10 and
(ii) is not subordinated to any other Indebtedness of the obligor (other
than the Obligations);
   5432461v.2
25690/685
  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(g),
in an aggregate amount outstanding not in excess of $4,000,000 in the aggregate
at any time outstanding for the Credit Parties;
  (d)  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;
  (e)  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 Nexstar Entity permitted under Section 7.05(r) of
the Nexstar Credit Agreement outstanding at any time; and
  (f)  (i) Guaranty
Obligations of the Mission Entities with respect to Senior Second Lien Secured
Notes incurred in accordance with the terms of Section 7.05(s) of the Nexstar
Credit Agreement and (ii) subordinated Guaranty Obligations of the Mission
Entities with respect to Subordinated Notes incurred in accordance with the
terms of Section 7.05(s) of the Nexstar Credit Agreement (subordinated on terms
and conditions, and subject to documentation, acceptable to the Administrative
Agent in its sole discretion).
  7.06.  Transactions with
Affiliates.  The Borrower will not, and will not 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 this 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 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;
  (c)  any
management services agreement;
  (d)  annual
compensation in excess of $500,000 to David S. Smith, increased by $50,000 for
each additional Station acquired by a Mission Entity and decreased by $50,000
for each Station Disposed of by a Mission Entity,
   5432461v.2
25690/685
  except
those arrangements, agreements and transactions listed on Schedule
7.06.
  7.07.  Use of Credits; Compliance
with Margin Regulations.  The Borrower will not, and will not
suffer or permit any of its 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 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.
  7.08.  Environmental
Liabilities.  The Borrower will not and will not permit any of
its Subsidiaries or any of the Mission Entities to violate any Environmental Law
to an extent sufficient to give rise to a Material Adverse Effect; and, without
limiting the foregoing, the Borrower will not, and will not permit any of its
Subsidiaries or any other Mission 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 the Borrower or any of its
Subsidiaries 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.  Restricted
Payments.  The Borrower shall not, and shall not permit any of
its Subsidiaries to, make any Restricted Payment, except the Subsidiaries of the
Borrower may make Restricted Payments to the Borrower or any Wholly-Owned
Subsidiary of the Borrower.
  7.10.  Advances, Investments and
Loans.  The Borrower will not, and will not 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
Borrower may enter into Interest Rate Protection Agreements in compliance with
Section 7.05(e);
  (c)  advances,
loans and investments in existence on the First Amendment Effective Date and
listed on Schedule
7.10 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 First Amendment 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
   5432461v.2
25690/685
  Mission
Entities not to exceed $50,000at any time outstanding,
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 Mission Entity and Guarantor; and
  (f)  the
Borrower may acquire Settlement Securities in good faith.
  7.11.  Limitation on Business
Activities of the Mission Entities.  The Borrower and its
Subsidiaries shall not engage in any business other than the Television
Broadcasting Business.
  7.12.  Sales or Issuances of
Capital Stock.  The Borrower will not, and will not permit any
of its Subsidiaries to, sell or issue any of their Capital Stock to any
Person.
  7.13.  No Waivers, Amendments or
Restrictive Agreements.  The Borrower will not, and will not
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 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 (A) is specifically permitted in the Nexstar Credit 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
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.
  7.14.  Prepayments, Etc. of
Indebtedness.  The Borrower will not, and will not permit any
of its 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
7.15.
  7.15.  Debt
Repurchases.  The Borrower 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 Nexstar Loans and Nexstar 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 11.19 of this
Agreement (subject to Section
   5432461v.2
25690/685
  8.01(n)) and (ii)
Nexstar Borrower can prepay its Loans in accordance with the terms of the
Nexstar Credit Agreement, and
  (b)  the
Nexstar Borrower can make the prepayments and/or extinguish debt permitted by
Sections
7.16(b) and (c) of the terms of
the Nexstar Credit Agreement.
  7.16.  Nexstar and
Mission.  The Borrower 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 Nexstar 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 Borrower is sold in accordance with the terms
hereof, 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.
  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.  The Borrower 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, 6.26 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
   5432461v.2
25690/685
  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 $1,000,000 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 such other 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
Nexstar Credit Agreement) shall occur and be continuing under the Nexstar Credit
Agreement; or
  (e)  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
  (f)  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
  (g)  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 $500,000;
(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 $500,000; (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
   5432461v.2
25690/685
  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
  (h)  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 $1,000,000 or more, and the same shall
remain unsatisfied, unvacated and unstayed pending appeal for a period of 30
days after the entry thereof; or
  (i)  Change of
Control.  Any Change of Control shall occur; or
  (j)  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
  (k)  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
  (l)  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
  (m)  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 Nexstar Borrower making a ratable voluntary reduction of the "Aggregate
Revolving Commitment" (as defined in the Nexstar Credit Agreement) in accordance
with the terms of the Nexstar Credit Agreement and Nexstar Loan Documents, or
(ii) the Nexstar Borrower makes a voluntary reduction of the "Aggregate
Revolving Commitment" (as defined in the Nexstar Credit Agreement) in accordance
with the terms of the Nexstar Credit Agreement and Nexstar 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 Nexstar Borrower making a ratable voluntary prepayment of Nexstar Loans
constituting "Term B Loans" as defined in the Nexstar Credit Agreement in
accordance with the terms of Section 2.05 of the Nexstar Loan Documents, or
(iv) the Nexstar Borrower makes a voluntary prepayment of Nexstar Loans
constituting "Term B Loans"
   5432461v.2
25690/685
  as
defined in the Nexstar Credit Agreement in accordance with the terms of Section
2.05 of the Nexstar 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
  (n)  Termination of Nexstar Loan
Document or Repayment in Full.  Any one or more of the
following shall occur:  the Nexstar Credit Agreement is terminated, or
the Nexstar Loans are repaid in full, or for any reason any Nexstar Loan
Document ceases to be in full force and effect, or cease to be binding on the
Nexstar Borrower (or the Nexstar Borrower shall allege or claim any of the
foregoing); or
  (o)  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
  (p)  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 Nexstar 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
  (q)  Nexstar
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
  (r)  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, Nexstar Loans, Obligations or
Nexstar Obligations, or (d) become a Lender, Nexstar 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)
of the Nexstar Credit Agreement.
  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:
   5432461v.2
25690/685
  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
  (a)  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
  (b)  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
  (c)  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
  (d)  apply any
cash collateral as provided in Section 2.03(g)
to the payment of outstanding Obligations; and/or
  (e)  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.
  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;
   5432461v.2
25690/685
  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
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 the 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.
   5432461v.2
25690/685
  
  
  ADMINISTRATIVE
AGENT
  8.05.  Appointment and
Authority.  (a) 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 XI (including
Section
11.04(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.
  8.06.  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.
  8.07.  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;
   5432461v.2
25690/685
  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
  (b)  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 11.01 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.
  8.08.  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
   5432461v.2
25690/685
  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.
  8.09.  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.
  8.10.  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 11.04
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.
   5432461v.2
25690/685
  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.
  8.11.  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.
  8.12.  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.
  8.13.  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 11.04) 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;
   5432461v.2
25690/685
  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
11.04.
  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.
  8.14.  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 11.01, 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 Section
7.02(g) and (i) (including by
waiver or consent); and
  (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(g)
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.
  8.15.  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
   5432461v.2
25690/685
  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.
  8.16.  Intercreditor
Agreement.
  (a)           Each
Lender acknowledges that because (i) this Agreement provides that upon the
issuance by the Nexstar 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 11.19 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
   5432461v.2
25690/685
  (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
11.19(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.
  ARTICLE
IX.
  
  THE
GUARANTY
  9.01.  Guaranty from the Guarantor
Parties.
  (a)  In order
to induce the Lenders to make Loans to the Borrower under this Agreement and to
induce the L/C Issuer to issue Letters of Credit, each Guarantor Party hereby
unconditionally and irrevocably guarantees the prompt payment and performance in
full by each Guaranteed Party when due and payable (whether at stated maturity,
by acceleration or otherwise) of all Guaranteed Obligations of such Guaranteed
Party.  The obligations of each Guarantor Party hereunder are those of
a primary obligor, and not merely a surety, and are independent of the
Obligations of the Guaranteed Party.  A separate action or actions may
be brought against a Guarantor Party whether or not an action is brought against
its respective Guaranteed Party, any other guarantor or any other obligor in
respect of the Guaranteed Obligations or whether its respective Guaranteed
Party, any other guarantor or any other obligor in respect of the Guaranteed
Obligations is joined in any such action or actions.  Each Guaranteed
Party waives, to the extent permitted by Applicable Law, the benefit of any
statute of limitation affecting its liability hereunder and agrees that its
liability hereunder shall not be subject to any right of set-off, counterclaim
or recoupment (each of which rights is hereby waived to the extent permitted by
Applicable Law).
  (b)  Each
Guarantor Party guarantees that the obligations guaranteed by it hereby will be
paid and performed strictly in accordance with the terms of this Agreement and
the other Loan Documents regardless of any law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of the Administrative Agent, the L/C Issuer or the Lenders with respect
thereto.  To the extent permitted by law, the liability of each
Guarantor Party under this guaranty shall be absolute and unconditional
irrespective of, and each Guarantor Party hereby irrevocably waives (to the
extent permitted by Applicable Law) any defenses it may now or hereafter have in
any way relating to, any and all of the following:
  (i)  any lack
of genuineness, validity, legality or enforceability against any respective
Guaranteed Party or any other Guarantor of this Agreement, any other Loan
Document or any document, agreement or instrument relating hereto or any
assignment or transfer of this Agreement or any other Loan Document
or
   5432461v.2
25690/685
  any
defense that any respective Guaranteed Party may have with respect to its
liability hereunder or thereunder;
  (ii)  any
change in the time, manner or place of payment of, or in any other term of, all
or any of the Guaranteed Obligations, or any waiver, indulgence, compromise,
renewal, extension, amendment, modification of, or addition, consent, supplement
to, or consent to departure from, or any other action or inaction under or in
respect of, this Agreement, any other Loan Document or any document, instrument
or agreement relating to the Guaranteed Obligations or any other instrument or
agreement referred to herein or any assignment or transfer of this
Agreement;
  (iii)  any
release or partial release of any other Guarantor or other obligor in respect of
the Guaranteed Obligations;
  (iv)  any
exchange, release or non-perfection of any collateral for all or any of the
Guaranteed Obligations, or any release, or amendment or waiver of, or consent to
departure from, any guaranty or security, for any or all of the Guaranteed
Obligations;
  (v)  any
furnishing of any additional security for any of the Guaranteed
Obligations;
  (vi)  the
liquidation, bankruptcy, insolvency or reorganization of any Guaranteed Party,
any other Guarantor or other obligor in respect of the Guaranteed Obligations or
any action taken with respect to this guaranty or otherwise by any trustee or
receiver, or by any court, in any such proceeding;
  (vii)  any
modification or termination of any intercreditor or subordination agreement
pursuant to which the claims of other creditors of any Guaranteed Party or any
other Guarantor are subordinated to those of the Lenders, such L/C Issuers or
the Administrative Agent; or
  (viii)  any other
circumstance which might otherwise constitute a defense available to, or a legal
or equitable discharge of, any Guaranteed Party or any Guarantor
Party.
  (c)  This
guaranty shall continue to be effective or be reinstated, as the case may be, if
at any time payment or performance of the Guaranteed Obligations, or any part
thereof, is, upon the insolvency, bankruptcy or reorganization of any Guaranteed
Party or otherwise pursuant to Applicable Law, rescinded or reduced in amount or
must otherwise be restored or returned by any of the Administrative Agent, the
L/C Issuer or any Lender, all as though such payment or performance had not been
made.
  (d)  If an
event permitting the acceleration of any of the Guaranteed Obligations shall at
any time have occurred and be continuing and such acceleration shall at such
time be prevented by reason of the pendency against any Guaranteed Party of a
case or proceeding under any bankruptcy or insolvency law, each Guarantor Party
agrees
   5432461v.2
25690/685
  that, for
purposes of this guaranty and its obligations hereunder, the Guaranteed
Obligations shall be deemed to have been accelerated and such Guarantor Party
shall forthwith pay such Guaranteed Obligations (including interest which but
for the filing of a petition in bankruptcy with respect to such Guaranteed Party
would accrue on such Obligations), and the other obligations hereunder,
forthwith upon demand.
  (e)  Each
Guarantor Party hereby waives (i) promptness, diligence, presentment,
notice of nonperformance, protest or dishonor, notice of acceptance and any and
all other notices with respect to any of the Guaranteed Obligations or this
Agreement or any other Loan Document, and (ii) to the extent permitted by
Applicable Law, any right to require that any Administrative Agent, the L/C
Issuer or any Lender protect, secure, perfect or insure any Lien in or any Lien
on any property subject thereto or exhaust any right or pursue any remedy or
take any action against any Guaranteed Party, any other guarantor or any other
Person or any collateral or security or to any balance of any deposit accounts
or credit on the books of the Administrative Agent, any L/C Issuer or any Lender
in favor of such Guaranteed Party.
  (f)  Each
Guarantor Party expressly agrees to postpone, until the Guaranteed Obligations
under this Agreement are indefeasibly paid in full in cash, the exercise of
(i) any and all rights of subrogation, reimbursement, contribution and
indemnity (contractual, statutory or otherwise), including any claim or right of
subrogation under the Bankruptcy Code or any successor statute, arising from the
existence or performance of this guaranty, (ii) any right to enforce any
remedy which the Administrative Agent, the L/C Issuer or the Lenders now have or
may hereafter have against any Guaranteed Party, and (iii) to the extent
permitted by law, any benefit of, and any right to participate in, any security
now or hereafter held by the Administrative Agent, the L/C Issuer or any
Lender.
  (g)  If, in
the exercise of any of its rights and remedies, the Administrative Agent or any
Lender shall forfeit any of its rights or remedies, including its right to enter
a deficiency judgment against any Guaranteed Party or any other Person, whether
because of any Applicable Laws pertaining to "election of remedies" or the like,
each Guarantor Party hereby consents to such action and waives any claim based
upon such action (to the extent permitted by Applicable Law).  Any
election of remedies which results in the denial or impairment of the right of
the Administrative Agent, the L/C Issuer or any Lender to seek a deficiency
judgment against any Guaranteed Party shall not impair any Guarantor Party's
obligation to pay the full amount of the Guaranteed Obligations.
  (h)  This
guaranty is a continuing guaranty and shall (i) remain in full force and
effect until indefeasible payment in full in cash of the Guaranteed Obligations
and all other amounts payable under this guaranty and the termination of the
Commitments; (ii) be binding upon each Guarantor Party, its successors and
assigns; and (iii) inure, together with the rights and remedies hereunder,
to the benefit of the Administrative Agent, the L/C Issuer, the Lenders and
their respective successors, transferees and assigns.  Without
limiting the generality of the foregoing clause (iii), any Lender may,
subject to the terms of this Agreement, assign or otherwise transfer its rights
and obligations under this Agreement to any other Person, and such other Person
shall
   5432461v.2
25690/685
  thereupon
become vested with all the benefits in respect hereof granted to such Lender
pursuant to this guaranty or otherwise, all as provided in, and to the extent
set forth in, this Agreement.
  (i)  Any
obligations of any Guaranteed Party to its respective Guarantor Party, now or
hereafter existing, are hereby subordinated to the Guaranteed
Obligations.  Such obligations of such Guaranteed Party to its
respective Guarantor Party, if the Majority Lenders so request, shall be
enforced and amounts recovered shall be received by such Guarantor Party as
trustee for the Lenders and the proceeds thereof shall be paid over to the
Lenders on account of the Guaranteed Obligations, but without reducing or
affecting in any manner the liability of such Guarantor Party under the
provisions of this guaranty.
  (j)  Upon
failure of the Guaranteed Party to pay any Guaranteed Obligation when and as the
same shall become due and payable, whether at maturity, by acceleration or
otherwise, the respective Guarantor Party hereby agrees immediately on demand by
any of the Lenders or the Administrative Agent to pay or cause to be paid in
accordance with the terms hereof an amount equal to the full unpaid amount of
the Guaranteed Obligations then due and payable in Dollars.
  (k)  All
payments by a Guarantor Party hereunder shall be made free and clear of, and
without deduction or withholding for or on account of, any Taxes, unless such
deduction or withholding is required by law.  If a Guarantor Party
shall be required by law to make any such deduction or withholding, then such
Guarantor Party shall pay such additional amounts as may be necessary in order
that the net amount received by the applicable Lender, the L/C Issuer or the
Administrative Agent, as the case may be, after all deductions and withholdings,
shall be equal to the full amount that such Person would have received, after
all deductions and withholdings, had its Guaranteed Party discharged its
obligations (including its tax gross-up obligations) pursuant to Section 3.01.  Any
amounts deducted or withheld by a Guarantor Party for or on account of Taxes
shall be paid over to the government or taxing authority imposing such Taxes on
a timely basis, and such Guarantor Party shall provide the applicable Lender,
the L/C Issuer or the Administrative Agent, as the case may be, as soon as
practicable with such tax receipts or other official documentation (and such
other certificates, receipts and other documents as may reasonably be requested
by such Person) with respect to the payment of such Taxes as may be
available.
  9.02.  Guaranty
Limited.  The obligations of each Guarantor Party under this
Article Xand
the joint and several obligations of the Borrower under Section 2.01(c)
shall be limited to the extent necessary to prevent the guaranty provided under
this Article X
and such joint and several obligations of the Borrower under Section 2.01(c)
or any payment pursuant to this Article X or such
joint and several obligations being voided as a fraudulent transfer or
fraudulent conveyance under the U.S.  Bankruptcy Code or under any
applicable state law governing fraudulent transfers or fraudulent
conveyances.
   5432461v.2
25690/685
  
  
  MISCELLANEOUS
  9.03.  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 11.06;
  (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 11.01,
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;
   5432461v.2
25690/685
  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;
  (G)  add any
requirements to obtain the consent of any additional Person or Persons to affect
any assignment or participation pursuant to Section 11.06;
  (H)  extend
any Maturity Date; or
  (I)  amend,
consent to, or waive 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 Document; 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;
   5432461v.2
25690/685
  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 11.01(a);
and
  (vii)  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 11.01(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 replace 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
11.13, so long as at such time of such replacement, each such assignee
consents to the proposed change, waiver, discharge or termination.
  9.04.  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 11.02;
and
  (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
   5432461v.2
25690/685
  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 Mission 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
   5432461v.2
25690/685
  Party;
provided, however, that in no
event shall any Agent Party have any liability to any Mission 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.
  9.05.  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.
  9.06.  Expenses; Indemnity; Damage
Waiver.
  (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
   5432461v.2
25690/685
  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.
   5432461v.2
25690/685
  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).
  (c)  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.
  (d)  Payments.  All
amounts due under this Section shall be payable not later than ten Business Days
after demand therefor.
  (e)  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.
  9.07.  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
   5432461v.2
25690/685
  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.
  9.08.  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) $5,000,000for Revolving
Commitments and Revolving Loans or (y) $1,000,000 for Term B Loansunless 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
   5432461v.2
25690/685
  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 Nexstar Loans and/or commitments (as applicable) under
the Nexstar Credit Agreement in accordance with the terms of the Nexstar 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 11.06, 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 Nexstar Loans and/or
commitments (as applicable) under the Nexstar Credit Agreement.
  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 11.04 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
   5432461v.2
25690/685
  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 11.01 that
directly affects such Participant.  Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections
3.01, 3.04 and 3.05to 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 11.08as though it were a
Lender, provided such
Participant agrees to be subject toSection 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
3.04than the applicable
Lender would
   5432461v.2
25690/685
  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
   5432461v.2
25690/685
  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.
  9.09.  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
   5432461v.2
25690/685
  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 Lenders, the Collateral Agent 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.
  9.10.  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.
  9.11.  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
   5432461v.2
25690/685
  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.
  9.12.  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.
  9.13.  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.
  9.14.  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.
  9.15.  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 11.06), 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:
   5432461v.2
25690/685
  the
Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section
11.06(b);
  (a)  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);
  (b)  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
  (c)  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.
  9.16.  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
   5432461v.2
25690/685
  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.
  9.17.  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.
  9.18.  Effectiveness.
  (a)  This
Agreement shall become effective on the date (the "Effective Date") on
which (i) 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
   5432461v.2
25690/685
  satisfied
pursuant to Section 4.02 (or
waived by the Majority Lenders, or to the extent required by Section 11.01,
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 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
Mission Credit Agreement and as such supersedes the Existing Mission Credit
Agreement in its entirety; provided,
however, that in no event shall the Liens or Guaranty Agreements securing the
Existing Mission Credit Agreement or the obligations thereunder be deemed
affected hereby, it being the intent and agreement of the Borrower and its
Subsidiaries that the Guaranty Agreements and the Liens on the Collateral
granted to secure the obligations of the Borrower in connection with the
Existing Mission Credit Agreement and/or the Guaranty Agreements, shall not be
extinguished and shall remain valid, binding and enforceable securing the
obligations under the Existing Mission 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.
  9.19.  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.
  9.20.  Termination.  The
Borrower agrees, and will cause its Subsidiaries and the other Mission Entities
to agree, that the Borrower's and each other Mission Entity's obligations under
this Agreement and the other Loan Documents (including, without limitation the
Borrower's and each Mission 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 Nexstar Credit Agreement and the termination of the Nexstar
Commitment.  All of the Borrower's and each Mission Entity's
obligations under this Section
   5432461v.2
25690/685
  11.18 shall survive
the termination of the Aggregate Revolving Commitment, termination of this
Agreement and repayment of the Obligations.
  9.21.  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 11.19(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 Mission 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 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 Mission 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
$100,000 in any Fiscal Year in the aggregate for all Mission Entities, the
Borrower shall not be required to repay such Net Cash Proceeds and (B) 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 11.19(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
   5432461v.2
25690/685
  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 Mission Entity shall be
used to make an immediate mandatory prepayment on such day.
  (ii)  Nothing
in this Section 11.19(b)
or otherwise shall be deemed to permit any Disposition not otherwise permitted
under this Agreement.
  (c)  Promptly
upon the receipt by any Mission 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 11.19(l), and
that areapplied 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)  Upon any
termination, cancellation, discharge or replacement of the Nexstar Credit
Agreement, the Borrower shall comply with the provisions of Section 10.19(d)
of the Nexstar Credit Agreement in effect immediately prior to such termination,
cancellation, discharge or replacement (the "Nexstar Excess Cash Flow
Mandatory Prepayment"), with the provisions of such Nexstar Excess Cash
Flow Mandatory Prepayment incorporated herein by this reference with appropriate
substitutions (including all exhibits, schedules and defined terms referred to
therein) with the same effect as though set forth herein in their
entirety.  Any Nexstar Excess Cash Flow Mandatory Prepayment shall be
calculated with the financial position and results of the Borrower being
included in the calculations as if it were a Wholly-Owned Subsidiary of the
Nexstar Borrower.
  (e)  Promptly
upon the receipt by any Mission 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.
   5432461v.2
25690/685
  If on any
date any Mission Entity shall incur or issue any Indebtedness (other than
Indebtedness permitted to be incurred underSections 7.05(b),
(c), (d), (e), (f) or (g)), 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).
  (f)  If on any
day after the First 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 Nexstar Entities shall apply such
amounts in excess of $15,000,000 on the following day to prepay the outstanding
principal of Loans and/or Nexstar Loans, at the Borrower's election, such that
the aggregate cash and Cash Equivalents of the Mission Entities and the Nexstar
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) Nexstar Loans,
among the "Term B Loans" and "Revolving Loans" (as each is defined in the
Nexstar Credit Agreement on a pro rata basis among such loans, with a
corresponding reduction in the "Aggregate Revolving Commitment" (as defined in
the Nexstar Credit Agreement) in the amount of such amount applied to prepay the
"Revolving Loans"), providedthat,
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 Nexstar Credit
Agreement) and will not result in a reduction in the "Aggregate Revolving
Commitment" (as defined in the Nexstar Credit Agreement).
  (g)  The
Borrower shall pay, together with each prepayment under this Section 11.19,
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.
  (h)  Any
prepayments pursuant to this Section 11.19
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.
  (i)  Any
prepayment of Term B Loans pursuant to this Section 11.19
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).
  (j)  Notwithstanding
anything to the contrary contained in this Section 11.19,
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
   5432461v.2
25690/685
  prepayment
that would otherwise be payable to such Term B Lender pursuant to this Section 11.19,
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.
  (k)  Each
Mission Entity, as applicable and required in Sections 11.19(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 or (ii) the Borrower determines in good faith
should be reserved for post-closing adjustments or liabilities in connection
with Dispositions to be held as cash collateral securing the Obligations in a
Cash Collateral Account pending such use or application as a
prepayment.
  (l)  In the
event that any provision of this Section 11.19
conflicts with any provision of Section 2.06, this
Section 11.19
shall control in all cases.
  9.22.  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.
  9.23.  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', 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', 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', 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', 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', 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', Guarantors' or
its Affiliates.  To the fullest extent permitted by
   5432461v.2
25690/685
  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.
  9.24.  Time of the
Essence.  Time is of the essence in the Loan
Documents.
  [Remainder
of page is intentionally left blank; signature pages follow]
   5432461v.2
25690/685
  IN
WITNESS WHEREOF, the parties hereto have caused this Third 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:
  
  MISSION
BROADCASTING, INC.
  
  
  By:
  Name:
  Title:
  
  
  Address
for notices
  544 Red
Rock Drive
  Wadsworth,
OH 44281-2211
  Attention:
David S. Smith
  Telephone:
(330) 335-8808
  Facsimile:
(330) 336-8454
  with a
copy (which shall not constitute notice) to:
  Nexstar
Broadcasting Group, Inc.
  909 Lake
Carolyn Parkway
  Suite
1450
  Irving,
TX 75039
  Telephone:
(972) 373-8800
  Facsimile:
(972) 373-8888
  Attention:  Perry
Sook
  
  Drinker
Biddle & Reath LLP
  1500 K
Street, NW
  Suite
1100
  Washington,
DC 20005-1209
  Attention:
Howard Liberman
  Telephone:
(202) 842-8876
  Facsimile:
(202) 842-8465/66
  
   5432461v.2
25690/685
  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:
   5432461v.2
25690/685
  Annex II
  [See
Attached]
   
  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.
 
  
  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.
  
  SCHEDULE
5.09
  MORTGAGED
PROPERTIES2
  OWNED
PROPERTY
  Station
      Metropolitan Area in Use
              Station
                Identifier
              Percent
                Ownership
              Address
              County
              Title
      HolderNEXSTAR
      BROADCASTING, INC.WBRE—Wilkes
      Barre-Scranton, PA§27.
              Office-Studio-
              PA
      1
              100%
      Owned
              52-62
      Franklin Street
              Luzerne
      (Wilkes-Barre)
              Nexstar
      Broadcasting, Inc.§28.
              Tower/Transmitter
      Site—Williamsport (Translator Station)
              PA
      2
              33%
      Owned -(33% owned by WYOU)
              Loyalsock
      Township
              Lycoming
              Nexstar
      Broadcasting, Inc., as to 33% ownership§29.
              Tower/Transmitter
      Site—Sharp Mountain (Translator Station)
              PA
      3
              33%
      Owned -(33% owned by WYOU)
              Pottsville
              Schuylkill
              Nexstar
      Broadcasting, Inc., as to 33% ownership§30.
              Tower/Transmitter
      Site—Blue Mountain (Translator Station)
              PA
      4
              100%
      Owned
              Hanover
      Township
              Luzerne
      (Penobscot Mountain)
              Nexstar
      Broadcasting, Inc.§31.
              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§32.
              Office
      -Studio; Tower/Transmitter Site
              PA
      6
              100%
      Owned
              8455
      Peach Street
              Erie
              Nexstar
      Broadcasting, Inc.WTAJ—Altoona-Johnstown,
      PA§33.
              Tower/Transmitter
      Site
              PA
      7
              100%
      Owned
              Wopsononock
      Mountain (Blair County, Logan Township)
              Blair
              Nexstar
      Broadcasting, Inc.KARK—Little
      Rock-Pine Bluff, AR§34.
              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§35.
              KFTA
      Tower/Transmitter Site
              AR
      2
              100%
      Owned
              19209
      Cartwright Mountain Road
              Crawford
              Nexstar
      Broadcasting, Inc.§36.
              KFTA
      Microwave Relay Site
              AR
      3
              100%
      Owned
              
              Crawford
              Nexstar
      Broadcasting, Inc.KTAL—Shreveport,
      LA§37.
              Office-Studio;
      Transmitter/Tower Site
              LA
      1
              100%
      Owned
              Old
      Atlanta Road
              Caddo
      Parish
              Nexstar
      Broadcasting, Inc.§38.
              Office-Studio
              LA
      2
              100%
      Owned
              3150
      North Market
              Caddo
      Parish
              Nexstar
      Broadcasting, Inc.§39.
              Equipment
      Building—Texarkana
              TX
      13
              100%
      Owned
              College
      Drive
              Bowie
              Nexstar
      Broadcasting, Inc.KARD—Monroe,
      LA§40.
              Office-Studio
              LA
      4
              100%
      Owned
              200
      Pavilion Road
              Ouachita
      Parish
              Nexstar
      Broadcasting, Inc.WROC—Rochester,
      NY§41.
              Office-Studio
              NY
      1
              100%
      Owned
              201
      Humboldt Street
              Monroe
              Nexstar
      Broadcasting, Inc.§42.
              Tower/Transmitter
      Site
              NY
      2
              100%
      Owned
              Town
      of Brighton
              Monroe
              Nexstar
      Broadcasting, Inc.§43.
              Tower/Transmitter
      Site
              NY
      3
              50%
      Owned
              Pinnacle
      Hill
                Town
      of Brighton
              Monroe
              Nexstar
      Broadcasting, Inc., as to 50% ownershipWFXV—Utica,
      NY§44.
              Tower/Transmitter
      Site—Burlington Flats (Translator Station)
              NY
      4
              100%
      Owned
              Klock
      Hill Road
              Otsego
              Nexstar
      Broadcasting, Inc.WCIA/WCFN—Champaign-Springfield-Decatur,
      IL§45.
              Office-Studio
              IL
      1
              100%
      Owned
              509
      South Neil Street
              Champaign
              Nexstar
      Broadcasting, Inc.§46.
              Tower/Transmitter
      Site - WCIA Main Tower
              IL
      2
              100%
      Owned
              State
      Hwy 10- 10 miles west of Champaign
              Champaign
              Nexstar
      Broadcasting, Inc.§47.
              Tower/Transmitter
      Site—Springfield Tower
              IL
      3
              100%
      Owned
              
              LaSalle
              Nexstar
      Broadcasting, Inc.§48.
              Tower/Transmitter
      Site—Dewitt Tower
              IL
      4
              100%
      Owned
              
              Dewitt
              Nexstar
      Broadcasting, Inc.§49.
              Tower/Transmitter
      Site—WCFN Logan Tower
              IL
      8
              100%
      Owned
              
              Logan
              Nexstar
      Broadcasting, Inc.§50.
              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§51.
              Office-Studio
              IL
      5
              100%
      Owned
              3131
      N. University Street
              Peoria
              Nexstar
      Broadcasting, Inc.§52.
              Tower/Transmitter
      Site-Tazwell Tower
              IL
      6
              100%
      Owned
              5
      miles SE of Peoria
              Tazwell
              Nexstar
      Broadcasting, Inc.KBTV—Beaumont-Port
      Arthur, TX§53.
              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§54.
              Office-Studio—Tower/Transmitter
      Site
              TX
      2
              100%
      Owned
              4500
      Seymour Hwy
              Wichita
              Nexstar
      Broadcasting, Inc.KMID—Odessa-Midland,
      TX§55.
              Office-Studio
              TX
      3
              100%
      Owned
              3200
      La Force Blvd
              Midland
              Nexstar
      Broadcasting, Inc.§56.
              Old
      Main Tower/Transmitter Site
                (No
      longer in use by Nexstar)
              TX
      4
              100%
      Owned
              
              Midland,
      Ector, Andrews
              Nexstar
      Broadcasting, Inc.§57.
              Translator
      Tower/Transmitter Site
              TX
      5
              100%
      Owned
              
              Midland
              Nexstar
      Broadcasting, Inc.KTAB—Abilene-Sweetwater,
      TX§58.
              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§59.
              Office-Studio
              TX
      7
              100%
      Owned
              2800
      Armstrong Street
              Tom
      Green/Concho
              Nexstar
      Broadcasting, Inc.§60.
              Tower/Transmitter
      Site
              TX
      8
              100%
      Owned
              
              Tom
      Green/Conhco
              Nexstar
      Broadcasting, Inc.KAMR—Amarillo,
      TX§61.
              Office-Studio
              TX
      9
              100%
      Owned
              1015
      South Fillmore Street
              Potter
              Nexstar
      Broadcasting, Inc.KLBK—Lubbock,
      TX§62.
              Office-Studio
              TX
      10
              100%
      Owned
              7403
      S. University
              Lubbock
              Nexstar
      Broadcasting, Inc.KSNF—Joplin,
      MO-Pittsburg, KS§63.
              Office-Studio
      and Tower
              MO
      1
              100%
      Owned
              Cleveland
      Ave
              Jasper
              Nexstar
      Broadcasting, Inc.KQTV—St.
      Joseph, MO§64.
              Office-Studio;
      Tower/Transmitter Site
              MO
      2
              100%
      Owned
              4000
      Faraon Street
              Buchanan
              Nexstar
      Broadcasting, Inc.WDHN—Dothan,
      AL§65.
              Office-Studio—Tower/Transmitter
      Site
              AL
      1
              100%
      Owned
              5274
      State Hwy 52 East
              Houston
              Nexstar
      Broadcasting, Inc.WTWO—Terre
      Haute, IN§66.
              Office-Studio—Tower/Transmitter
      Site
              IN
      1
              100%
      Owned
              10849
      N. US Hwy 41
              Sullivan
              Nexstar
      Broadcasting, Inc.WTVW—Evansville,
      IN§67.
              Office-Studio
              IN
      2
              100%
      Owned
              477
      Carpenter Street
              Vanderburgh
              Nexstar
      Broadcasting, Inc.WFFT—Fort
      Wayne, IN§68.
              Office-Studio
              IN
      3
              100%
      Owned
              3707
      Hillegas Road
              Allen
              Nexstar
      Broadcasting, Inc.KSVI—Billings,
      MT§69.
              Office-Studio
              MT
      1
              100%
      Owned
              445
      South 24th Street, Valleny View
              Yellow-stone
              Nexstar
      Broadcasting, Inc.WCWJ—Jacksonville,
      FL§70.
              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 (*).
  
  OWNED
PROPERTY
  Station
      Metropolitan Area in Use
              Station
                Identifier
              Percent
      Ownership
              Address
              County
              Title
      HolderMISSION
      BROADCASTING, INC.WYOU—Wilkes
      Barre-Scranton, PA§71.
              Main
      Tower/Transmitter Site—Penobscot Mountain
              PA8
              100%
      Owned
              Township
      of Washington and Township of East Penn
              Lehigh
      and Carbon
              Mission
      Broadcasting, Inc.§72.
              Tower/Transmitter
      Site—Bald Mountain (Translator Station)
              PA9
              100%
      Owned
              
              
              Mission
      Broadcasting, Inc.§73.
              Tower/Transmitter
      Site—Williamsport (Translator Station)
              PA
      2
              33%
      Owned (33% owned by WBRE)
              Loyalsock
      Township
              Lycoming
              Mission
      Broadcasting, Inc.§74.
              Tower/Transmitter
      Site—Sharp Mountain (Translator Station)
              PA
      3
              33%
      Owned (33% owned by WBRE)
              Pottsville
              Schuykill
              Mission
      Broadcasting, Inc.WFXW—Terre
      Haute, IN§75.
              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§76.
              Office-Studio
              MO
      4
              100%
      Owned
              1928
      West 13th
      Street
              Jasper
              Mission
      Broadcasting, Inc.KRBC—Abilene-Sweetwater,
      TX§77.
              Office-Studio
              TX
      11
              100%
      Owned
              4510
      S 10th Street
              Taylor
              Mission
      Broadcasting, Inc.§78.
              Old
      Main Tower/Transmitter Site
                (No
      longer in use by Mission)
              TX
      12
              100%
      Owned
              
              
              Mission
      Broadcasting, Inc.KOLR—Springfield,
      MO§79.
              Office-Studio
              MO
      5
              100%
      Owned
              2650
      E. Division Street
              Greene
              Mission
      Broadcasting, Inc.WUTR—Utica,
      NY§80.
              Office-Studio;
      Tower/Transmitter Site
              NY
      5
              100%
      Owned
              5956
      Smith Hill Road, Deerfield
              Oneida
              Mission
      Broadcasting, Inc.WTVO—Rockford,
      IL§81.
              Office-Studio-Tower/Transmitter
      Site
              IL
      7
              100%
      Owned
              1917
      Meridian Road, Rockford, IL 61103
              Winnebago
              Mission
      Broadcasting, Inc.
  
  LEASED
PROPERTY34
  Station
      Metropolitan Area in use
              Address
              Landlord
              TenantNexstar
      Broadcasting, Inc.  – Tower SitesWHAG
      - Washington, DC/Hagerstown, MD§82.
              
              Top
      of Fairview Mountain, Washington County, MD
              American
      Towers, Inc.
              Nexstar
      Broadcasting, Inc.§83.**
              (access
      road to tower site)
              Washington
      County, MD
              Department
      of Natural Resources, State of Maryland
              Nexstar
      Broadcasting, Inc.WTVW
      - Evansville, IN§84.
              
              Near
      688 Old Plank Road, Chandler, IN
              American
      Towers, Inc.
              Nexstar
      Broadcasting, Inc.*KSFX -
      Springfield, MO§85.
              
              Hwy
      FF, 2.5 miles north northeast of Fordland, MO
              American
      Towers, Inc.
              Nexstar
      Broadcasting, Inc.KAMR
      - Amarillo, TX§86.
              
              0.9
      miles west of U.S. 87, 0.6 miles south of Givens Ave., Amarillo,
      TX
              American
      Towers, Inc.
              Nexstar
      Broadcasting, Inc.§87.**
              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§88.
              
              Near
      5 1/2 miles west of Columbia on LA Hwy 4, Columbia, LA
              American
      Towers, Inc.
              Nexstar
      Broadcasting, Inc.KLBK
      - Lubbock, TX§89.
              
              Near
      7403 S. University Ave., Lubbock, TX
              American
      Towers, Inc.
              Nexstar
      Broadcasting, Inc.WFXV
      - Utica, NY  (No longer in use by Nexstar)§90.
              Ground
      Lease
              Skyline
      Drive, Prospect Hill Park, Kirkland, NY
              Promedia
      Corporation
              Nexstar
      Broadcasting, Inc.§91.
              
              Hardscrabble
      Road, Bridgewater, NY
              William
      Stephen
              Nexstar
      Broadcasting, Inc.KSVI
      - Billings, MT§92.
              
              Near
      Gravel Pi Site Emerald Hills Subdivision, Billings, MT
              American
      Towers, Inc.
              Nexstar
      Broadcasting, Inc.§93.**
              
              Miles
      City, Custer County, MT
              KTVQ
      Communications, Inc.
              Nexstar
      Broadcasting, Inc.§94.**
              
              Little
      Wolf Auxiliary Communications Site, Sarpy, MT
              Montana
      Power Company§95.**
              
              1613
      Coburn Road
                Billings,
      MT
              Antilles
      Wireless, L.L.C.
              Nexstar
      Broadcasting, Inc.§96.**
              
              Stillwater
      County, MT
              State
      of Montana Dept of Natural Resources§97.**
              
              Rosebud
      County, MT
              Bureau
      of Land Management, Department of the Interior
              Nexstar
      Broadcasting, Inc.§98.**
              
              1920
      Sweet Medicine Drive, Bldg 25
                Billings,
      MT
              Iceland§99.**
              
              1920
      Sweet Medicine Drive, Bldg 50
                Billings,
      MT
              Iceland
              Nexstar
      Broadcasting, Inc.§100.
              
              Hardin,
      Big Horn County, MT
              Will
      Redden
              Nexstar
      Broadcasting, Inc.§101.**
              (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§102.
              
              Auburn
      Road, Rockford, IL
              American
      Towers, Inc.
              Nexstar
      Broadcasting, Inc.KMID
      – Midland, TX§103.**
              
              Andrews
      County
              Pinnacle
      Towers, LLC
              Nexstar
      Broadcasting, Inc.KNWA
      – Rogers, AR§104.
              
              Posey
      Mountain Road
                Garfield,
      AR
              Clark
      Communications
              Nexstar
      Broadcasting, Inc.WFFT
      – Fort Wayne, IN§105.
              
              3707
      Hillegas Road
              American
      Towers, Inc.
              Nexstar
      Broadcasting, Inc.WLYH
      – Lancaster, PA§106.
              
              Butler
      Road South Mountain
                Lancaster,
      PA
              Clear
      Channel Communications
              Nexstar
      Broadcasting, Inc.WTAJ—Altoona-Johnstown,
      PA§107.**
              
              Tussey
      Mountain, Pine Grove Mills, PA
              Hilltop
      Tower Leasing, Inc.
              Nexstar
      Broadcasting, Inc.§108.**
              
              RD
      6 Laurel Ridge, Cambria County, PA
              Multicomm,
      Inc.
              Nexstar
      Broadcasting, Inc.§109.
              
              Conemaugh
      Tounship, County of Cambria, PA
              Forever
      of PA, Inc.
              Nexstar
      Broadcasting, Inc.§110.**
              
              Tripoli
      Road, Cover Hill, Township of Conemaugh, County of Cambria,
    PA
              Dame
      Media, Inc.
              Nexstar
      Broadcasting, Inc.§111.**
              
              US
      Route 322 (1 mile west of US 322 & State Route 153)
              Centre
      Communications, Inc.
              Nexstar
      Broadcasting, Inc.§112.**
              (roof
      for camera)
              University
      Park, Centre County, PA
              Pennsylvania
      State University
              Nexstar
      Broadcasting, Inc.KFTA/KNWA—Fort
      Smith-Fayetteville-Springdale-Rogers, AR§113.**
              
              3333
      Pinnacle Hills Parkway, Pinnacle Point Drive, Suite 120A, City of Rogers,
      Benton County, AR
              Parkway
      Towers Partners, LLC
              Nexstar
      Broadcasting, Inc.§114.
              
              Kelley
      Highway Facility
              JDG
      Television
              Nexstar
      Broadcasting, Inc.KSNF
      – Joplin, MO§115.**
              Ground
      Lease
              14048
      Beech Road, Newton County, MO
              Ernest
      E & Bonnie L Kimbrough
              Nexstar
      Broadcasting, IncKTAB
      –Abilene-Sweetwater, TX§116.
              
              Cottonwood,
      TX
              Texas
      Communications
              Nexstar
      Broadcasting, IncKTAL
      –Shreveport, LA§117.**
              (roof)
              2000
      CenturyTel Center Dr, Bossier City, LA
              LMI/HHI,
      Ltd (City of Bossier City)
              Nexstar
      Broadcasting, Inc§118.**
              (roof)
              401
      Edwards Street, Shreveport, LA
              Louisiana-Edwards
      Tower Operating Associates, L.P.
              Nexstar
      Broadcasting, IncNexstar
      Broadcasting, Inc.  - Studio BuildingsKARK
      - Little Rock-Pine Bluff, AR§119.
              
              Capitol
      and Victory Street, Victory Building, Little Rock, AR
              Arkansas
      Teacher Retirement Systems
              Nexstar
      Broadcasting, Inc.§120.
              (equipment
      on building)
              501
      Main Street, Pine Bluff, AR
              Simmons
      First National Bank
              Nexstar
      Broadcasting, Inc.KFTA/KNWA
      - Fort Smith-Fayetteville-Springdale-Rogers, AR§121.
              
              15
      South Block, The Campbell Bekk Building, Fayetteville, AR
              The
      Campbell Bell Building, LLC
              Nexstar
      Broadcasting, Inc.KBTV
      – Beaumont-Port Arthur, TX§122.
              
              Parkdale
      Mall
              Parkdale
      Mall Associates
              Nexstar
      Broadcasting, Inc.§123.
              
              3716
      Summerhill Rd., Suite 100
                Texarkana,
      Texas 75503
              George
      Lavendar
              Nexstar
      Broadcasting, Inc.WBRE—Wilkes
      Barre-Scranton, PA§124.
              
              47
      West 4th Street, Williamsport, Lycoming County, PA
              47th
      West Fourth, L.L.C.
              Nexstar
      Broadcasting, Inc.§125.
              
              400
      Lackawanna Ave, Scranton, PA
              Boscov's
      Department Store, Inc.
              Nexstar
      Broadcasting, Inc.§126.
              
              553
      Main Street, Stroudsburg, PA
              Edwin
      and Barbara D. Krawitz
              Nexstar
      Broadcasting, Inc.WCIA/WCFN—Champaign-Springfield-Decatur,
      IL§127.**
              
              Suite
      1068, 250 North Water Street, Decatur, IL
              BCK
      Barnes, LLC
              Nexstar
      Broadcasting, Inc.§128.
              (Roof)
              Suite
      1068, 250 North Water Street, Decatur, IL
              BCK
      Barnes, LLC
              Nexstar
      Broadcasting, Inc.§129.**
              
              Forum
      XXX Plaza, Springfield, IL
              Hilton
      Springfield
              Nexstar
      Broadcasting, Inc.§130.**
              (Roof)
              Wolford
      Apartments, 9 E. Harrison Street, Danville, IL
              Urban-Wolford,
      L.P.
              Nexstar
      Broadcasting, Inc.WHAG
      - Washington, DC/Hagerstown, MD§131.**
              
              13
      East Washington Street, Hagerstown, Washington County,
      Maryland
              Alexander
      House, Inc.
              Nexstar
      Broadcasting, Inc.§132.**
              
              301
      East Patrick Street, Suite 200
                Frederick,
      MD
              East
      Street, LLC
              Nexstar
      Broadcasting, Inc.WTAJ—Altoona-Johnstown,
      PA§133.
              
              5000
      6th Avenue, Altoona, Blair County, PA
              William
      P and Ann M. Benzel
              Nexstar
      Broadcasting, Inc.§134.**
              
              1006
      West College Avenue, State College, PA
              Raymond
      J. & Judith A. Caravan
              Nexstar
      Broadcasting, Inc.§135.**
              
              Mini
      Mall, Cambria Township, Cambria County, PA
              Edwin
      A. Long
              Nexstar
      Broadcasting, Inc.§136.**
              
              2
      West Avenue, Suite #2, Dubois, Clearfield County, PA
              Kohlhepp
      Real Estate Investment Trust, LTD.
              Nexstar
      Broadcasting, Inc.KTAL
      - Shreveport, LA§137.
              
              3712
      Summerhill Road, Texarkana, TX
              George
      Lavender
              Nexstar
      Broadcasting, Inc.Nexstar
      Broadcasting , Inc. – Corporate Headquarters§138.
              
              5215
      N. O’Connor Blvd
                Suite
      1400
                Irving,
      TX
              Cimarex
      Energy Co – Sublandlord
                (TIAA
      Realty, Inc.-landlord)
              Nexstar
      Broadcasting, Inc.Mission
      Broadcasting , Inc. – Tower SitesKJTL
      - Wichita Falls, TX - Lawton, OK§139.
              Ground
      Lease
              Grandfield,
      Tillman County, OK
              Estate
      of L.H. Clemmer, Deceased
              Mission
      Broadcasting, Inc.KODE
      - Joplin, MO - Pittsburg, KS§140.
              
              1928
      W 13th
      Street
              Spectrasite
      Broadcast Towers, Inc.
              Mission
      Broadcasting, Inc.KOLR
      - Springfield, MO§141.
              
              Webster
      County, MO
              American
      Towers, Inc.
              Mission
      Broadcasting, Inc.KCIT/KCPN-LP
      - Amarillo, TX§142.
              
              Potter
      County, TX
              American
      Towers, Inc.
              Mission
      Broadcasting, Inc.§143.**
              
              Parmer
      County, TX
              Bovina
      Translator Joint Venture
              Mission
      Broadcasting, Inc.§144.**
              
              Curry
      County, NM
              Marsh
      Media
              Mission
      Broadcasting, Inc.§145.**
              
              One
      mile ESE of Guymon, OK
              Panhandle
      Translator Joint Venture
              Mission
      Broadcasting, Inc.KAMC
      - Lubbock, TX§146.
              
              Near
      1201 84th Street, Lubbock, TX
              American
      Towers, Inc.
              Mission
      Broadcasting, Inc.§147.**
              (transmitter
      site)
              ABC
      Bank Building, 1201 84th Street, Lubbock, TX
              Charles
      Bevill and Glenna Bevill [possible new owners?]
              Mission
      Broadcasting, Inc.KHMT
      - Billings, MT§148.
              
              Billings,
      MO
              American
      Towers, Inc.
              Mission
      Broadcasting, Inc.*KTVE – El
      Dorado, AR§149.
              
              412
      Bolding Rd. Huttig AR
              American
      Towers, Inc.
              Mission
      Broadcasting, Inc.KJBO-LP
      – Wichita Falls, TX§150.
              
              3700
      Onaway Trail
              Andrews
      Tower Rental, Inc.
              Mission
      Broadcasting, Inc.KSAN
      – San Angelo, TX§151.**
              
              State
      Highway 158 and County Road 278, Runnels County, TX
              Henry
      L. Stokes and Darlene Stokes
              Mission
      Broadcasting, Inc.§152.
              Ground
      Lease
              Tom
      Green County, TX
              Producers
      Livestock Auction Company
              Mission
      Broadcasting, Inc.WUTR
      - Utica, NY§153.**
              
              R.D.
      #1, Mohawk, NY
              Janet
      R. Morgan-Hyer
              Mission
      Broadcasting, Inc.WYOU
      - Wilkes Barre - Scranton, PA§154.**
              
              Stroud
      Township, Monroe County, PA
              LTS
      Enterprises, Inc.
              Mission
      Broadcasting, Inc.Mission
      Broadcasting, Inc.  –  Office
  BuildingMission
      Broadcasting, Inc.§155.**
              
              Suite
      305, Brecksville Center Office Building, Brecksville Shopping Center,
      Brecksville, Ohio
              Brecksville
      Shopping Center, LTD.
              Mission
      Broadcasting, Inc.
 
  
 Scranton, PA(Facility ID No.
17010)
 
 Facility Type
              Call Sign
              Exp
      Date5DTV
      License (Channel 13)
              WYOU
              08/01/2007UHF
      Translator Station
              W19AR
              08/01/2007UHF
      Translator Station
              W26AT
              08/01/2007UHF
      Translator Station
              W54AV
              08/01/2007UHF
      Translator Station
              W55AG
              08/01/2007UHF
      Translator Station
              W60AH
              08/01/2007UHF
      Translator Station
              W66AI
              08/01/2007TV
      Pickup
              KA35173
              08/01/2007TV
      Pickup
              KA35174
              08/01/2007TV
      Pickup
              KA35184
              08/01/2007TV
      Pickup
              KA35185
              08/01/2007TV
      Studio Transmitter Link
              KGH69
              08/01/2007TV
      Intercity Relay
              KGI49
              08/01/2007TV
      Intercity Relay
              KHC88
              08/01/2007TV
      Pickup
              KO9753
              08/01/2007TV
      Intercity Relay
              WFD523
              08/01/2007TV
      Studio Transmitter Link
              WLL212
              08/01/2007TV
      Intercity Relay
              WLO276
              08/01/2007TV
      Intercity Relay
              WLO277
              08/01/2007TV
      Studio Transmitter Link
              WPNF884
              08/01/2007
 
 Erie, PA(Facility ID No.
19707)
 
 Facility Type
              Call Sign
              Exp DateDTV
      Construction Permit (Channel 22)
              WFXP
              ---DTV
      License (Channel 22)
              WFXP
              BLCDT-20081023ABA6TV
      Studio Transmitter Link
              WLD767
              08/01/2007
 
 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.
 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 Mission stations’ license
renewal applications by June 12, 2009.  Therefore, although Mission 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.
  
  Amarillo, TX (Facility ID No.
33722)
 
 Facility Type
              Call Sign
              Exp DateDTV
      Construction Permit (Channel 15)
              KCIT
              ---DTV
      License (Channel 15)
              KCIT
              BLCDT-20080519ABVUHF
      Translator Low Power (Channel 33)
              KCPN-LP
              08/01/2006UHF
      Translator Station
              K30DZ
              10/01/2006UHF
      Translator Station
              K35CG
              08/01/2006UHF
      Translator Station
              K47DH
              10/01/2006Broadcast
      Auxiliary Low Power
              BLP00781
              08/01/2006TV
      Intercity Relay
              KLV74
              08/01/2006TV
      Intercity Relay
              WHQ202
              08/01/2006TV
      Intercity Relay
              WHQ206
              08/01/2006TV
      Intercity Relay
              WHQ322
              08/01/2006TV
      Studio Transmitter Link
              WLF362
              08/01/2006TV
      Intercity Relay
              WLG893
              08/01/2006TV
      Intercity Relay
              WLG897
              08/01/2006
 
 Wichita Falls, TX(Facility
ID No. 7675)
 
 Facility Type
              Call Sign
              Exp DateDTV
      Construction Permit (Channel 15)
              KJTL
              ---DTV
      License (Channel 15)
              KJTL
              BLCDT-20090303ACSUHF
      Translator Low Power (Channel 35)
              KJBO-LP
              08/01/2006UHF
      Translator Station
              K47DK
              06/01/2006UHF
      Translator Station
              K53DS
              06/01/2006Broadcast
      Auxiliary Remote Pickup
              KPG756
              08/01/2006TV
      Studio Transmitter Link
              WLD942
              08/01/2006TV
      Studio Transmitter Link
              WLJ748
              08/01/2006
 
 Joplin, MO (Facility ID No.
18283)
 
 Facility Type
              Call Sign
              Exp DateDTV
      Construction Permit (Channel 43)
              KODE-TV
              ---DTV
      License (Channel 43)
              KODE-TV
              BLCDT-20090424ABETV
      Pickup
              KC62805
              02/01/2006Broadcast
      Auxiliary Remote Pickup
              KPH932
              02/01/2006TV
      Pickup
              KR7926
              02/01/2006Broadcast
      Auxiliary Remote Pickup
              KTK819
              02/01/2006TV
      Intercity Relay
              WQGL520
              02/01/2006Microwave
      Radio Station
              WNEH385
              04/28/2012Microwave
      Radio Station
              WNEH386
              04/28/2012Microwave
      Radio Station
              WNEQ599
              05/29/2012Receive
      Only Earth Station
              E060194
              05/26/2021
 
  
  Abilene, TX(Facility ID No.
306)
 
 Facility Type
              Call Sign
              Exp DateDTV
      License (Channel 29)
              KRBC-TV
              08/01/2014STA
      for Low Power DTV Facility
              KRBC-TV
              BLDSTA-20090615ADYBroadcast
      Auxiliary Remote Pickup
              KG5819
              08/01/2014TV
      Intercity Relay
              KHN21
              08/01/2014TV
      Studio Transmitter Link
              KKT76
              08/01/2014Broadcast
      Auxiliary Remote Pickup
              KLB583
              08/01/2014TV
      Intercity Relay
              KLV58
              08/01/2014Broadcast
      Auxiliary Remote Pickup
              KN6311
              08/01/2014Broadcast
      Auxiliary Remote Pickup
              KN6312
              08/01/2014Broadcast
      Auxiliary Remote Pickup
              KQS389
              08/01/2014Broadcast
      Auxiliary Remote Pickup
              KQS390
              08/01/2014TV
      Pickup
              KS5669
              08/01/2014Broadcast
      Auxiliary Remote Pickup
              KYY221
              08/01/2014
 
 San Angelo, TX(Facility ID
No. 307)
 
 Facility Type
              Call Sign
              Exp DateDTV
      Construction Permit (Channel 16)
              KSAN-DT
              ---DTV
      License (Channel 16)
              KSAN-TV
              BLCDT-20090205ABYTV
      Pickup
              KC26407
              08/01/2006TV
      Intercity Relay
              WPOV531
              08/01/2006TV
      Studio Transmitter Link
              WQHK704
              08/01/2006
 
 Lubbock, TX(Facility ID No.
40820)
 
 Facility Type
              Call Sign
              Exp DateDTV
      Construction Permit (Channel 27)
              KAMC
              ---DTV
      License (Channel 27)
              KAMC
              BLCDT-20080227ABNTV
      Studio Transmitter Link
              WPTG536
              08/01/2006TV
      Pickup
              KP4947
              08/01/2006Land
      Mobile Radiolocation
              WQDV325
              11/07/2015Receive-Only
      Earth Station
              E050070
              03/10/2020
 
 Springfield, MO(Facility ID
No. 28496)
 
 Facility Type
              Call Sign
              Exp DateDTV
      Construction Permit (Ch. 10, 26kw)
              KOLR
              ---DTV
      License (Ch. 10, 26kw)
              KOLR
              BLCDT-20090810ACNTransmit-Receive
      Earth Station
              E040154
              05/06/2019TV
      Pickup
              KA88999
              02/01/2006Broadcast
      Auxiliary Remote Pickup
              KPF925
              02/01/2006Broadcast
      Auxiliary Remote Pickup
              KPJ906
              02/01/2006TV
      Intercity Relay
              WPOT273
              02/01/2006TV
      Studio Transmitter Link
              WRE38
              02/01/2006Industrial/Business
      Pool, Conventional
              WQCB524
              01/24/2015Transmit-Receive
      Earth Station
              E080083
              06/04/2023
 
  
  Hardin, MT(Facility ID No.
47670)
 
 Facility Type
              Call Sign
              Exp DateDTV
      Construction Permit (Channel 22)
              KHMT
              ---DTV
      License (Channel 22)
              KHMT
              BLCDT-20090226AADApplication
      for Digital Translator Station
              NEW
              BNPDTT-20090902ABDTV
      Translator Relay
              WPND875
              04/01/2006TV
      Translator Relay
              WPND876
              04/01/2006TV
      Intercity Relay
              WPQN938
              04/01/2006TV
      Intercity Relay
              WPQQ770
              04/01/2006TV
      Intercity Relay
              WPQQ983
              04/01/2006TV
      Intercity Relay
              WQAU511
              04/01/2006TV
      Intercity Relay
              WQGI395
              04/01/2006
 
 Terre Haute, IN(Facility ID
No. 65247)
 
 Facility Type
              Call Sign
              Exp DateDTV
      Construction Permit (Channel 39)
              WFXW
              ---DTV
      License (Channel 39)
              WFXW
              BLCDT-20060618AAWTV
      Pickup
              KX3721
              08/01/2005TV
      Studio Transmitter Link
              WQE49
              08/01/2005TV
      Intercity Relay
              WRS28
              08/01/2005TV
      Intercity Relay
              WRS29
              08/01/2005
 
 Utica, NY(Facility ID No.
57837)
 
 Facility Type
              Call Sign
              Exp DateDTV
      License (Channel 30)
              WUTR
              06/01/2007Broadcast
      Auxiliary Remote Pickup
              KC27630
              06/01/2007TV
      Pickup
              KC26076
              06/01/2007Broadcast
      Auxiliary Remote Pickup
              KPH708
              06/01/2007TV
      Intercity Relay
              WEF91
              06/01/2007TV
      Intercity Relay
              WEF92
              06/01/2007TV
      Intercity Relay
              WLF784
              06/01/2007TV
      Intercity Relay
              WLJ663
              06/01/2007Receive-Only
      Earth Station
              E050367
              12/02/2020Receive-Only
      Earth Station
              E865078
              06/27/2022
 
 Rockford, IL (Facility ID No.
72945)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      License (Channel 16)
              WTVO
              12/01/2005TV
      Pickup
              KM3987
              12/01/2005TV
      Pickup
              KM5296
              12/01/2005
 
  
  El Dorado, AR (Facility ID
No. 35692)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      License (Channel 27)
              KTVE
              06/01/2013TV
      Intercity Relay
              WFD558
              06/01/2013TV
      Studio Transmitter Link
              WFD559
              06/01/2013TV
      Intercity Relay
              WHY303
              06/01/2013TV
      Intercity Relay
              WHY304
              06/01/2013TV
      Studio Transmitter Link
              WHY305
              06/01/2013TV
      Studio Transmitter Link
              WHY307
              06/01/2013TV
      Intercity Relay
              WLF700
              06/01/2013TV
      Pickup
              KB97347
              06/01/2013TV
      Studio Transmitter Link
              KLV53
              06/01/2013Weather
      Radar
              WPKU230
              07/15/2012Industrial
      Business Pool, Conventional
              WPQA439
              04/19/2015Receive-Only
      Earth Station
              E970385
              06/30/2022TV
      Studio Transmitter Link
              WPXJ537
              06/01/2013
 
 FCC
Authorizations of Nexstar Broadcasting, Inc.
 
 Port Arthur, Texas (Facility
ID No. 61214)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 40)
              KBTV-TV
              ---DTV
      License (Channel 40)
              KBTV-TV
              BLCDT-20090615ACCTV
      Pickup
              KB98129
              08/01/2006TV
      Studio Transmitter Link
              KLA89
              08/01/2006TV
      Pickup
              KT2456
              08/01/2006TV
      Intercity Relay
              WLD443
              08/01/2006Weather
      Radar Station
              WPWH542
              11/18/2012
 
 Wichita Falls, Texas
(Facility ID No. 65370)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 28)
              KFDX-TV
              ---DTV
      License (Channel 28)
              KFDX-TV
              BLCDT-20090205ABULow
      Power Auxiliary
              BLP00464
              08/01/2006TV
      Pickup
              KB55270
              08/01/2006TV
      Pickup
              KJ3525
              08/01/2006Auxiliary
      Remote Pickup
              KLB725
              08/01/2006
 
 Lubbock, Texas (Facility ID
No. 3660)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 40)
              KLBK-TV
              ---DTV
      License (Channel 40)
              KLBK-TV
              BLCDT-20080227ABMTransmit/Receive
      Earth Station
              E070257
              01/08/2023Television
      Translator Station
              K44FG
              08/01/2006TV
      Pickup
              KC62829
              08/01/2006
 
  
  Midland, Texas (Facility ID
No. 35131)
 
 Facility Type
              Call Sign
              Exp. DateOriginal
      DTV Construction Permit (Ch. 26)
              KMID
              06/12/2009DTV
      Construction Permit Mod (Channel 26)
              KMID
              BMPCDT-20081208ADCSTA
      for DTV Operations
              KMID
              BEDSTA-20090908ABQReceive
      Only Earth Station
              E060057
              02/23/2021TV
      Translator Station License
              K12FM
              08/01/2006TV
      Pickup
              KB96686
              08/01/2006TV
      Studio Transmitter Link
              WHG362
              08/01/2006TV
      Intercity Relay
              WLE628
              08/01/2006TV
      Intercity Relay
              WLE644
              08/01/2006TV
      Intercity Relay
              WLF217
              08/01/2006Weather
      Radar Station
              WPMY327
              03/25/2014TV
      Intercity Relay
              WPYE578
              08/01/2006
 
 Abilene, Texas (Facility ID
No. 59988)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      License (Channel 24)
              KTAB-TV
              08/01/2014STA
      for Low Power DTV Facility
              KTAB-TV
              BLDSTA-20090615ACVBusiness
      Radio
              KA51599
              04/17/2014TV
      Pickup
              KS5717
              08/01/2014Business
      Radio
              WGA708
              04/17/2014TV
      Studio Transmitter Link
              WGH906
              08/01/2014TV
      Studio Transmitter Link
              WQGH981
              08/01/2014TV
      Studio Transmitter Link
              WQIW299
              08/01/2014Business
      Radio
              WZJ613
              04/17/2014
 
 San Angelo, Texas (Facility
ID No. 31114)
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 11)
              KLST
              ---DTV
      License (Channel 11)
              KLST
              BLCDT-20090316ABJTV
      Pickup
              KP8019
              08/01/2006TV
      Studio Transmitter Link
              WGV763
              08/01/2006Auxiliary
      Remote Pickup
              WQB259
              08/01/2006Auxiliary
      Remote Pickup
              WQB296
              08/01/2006
 
 Texarkana, Texas (Facility ID
No. 35648)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      License (Channel 15)
              KTAL-TV
              08/01/2014Transmit/Receive
      Earth Station License
              E020155
              09/06/2017TV
      Pickup
              KA88839
              08/01/2014TV
      Intercity Relay
              WHB602
              08/01/2014TV
      Studio Transmitter Link
              WHB603
              08/01/2014TV
      Studio Transmitter Link
              WHB604
              08/01/2014TV
      Intercity Relay
              WLP781
              08/01/2014TV
      Intercity Relay
              WLP782
              08/01/2014
 
  
  Amarillo, Texas(Facility ID
No. 8523)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 19)
              KAMR-TV
              ---DTV
      License (Channel 19)
              KAMR-TV
              BLCDT-20080519ACZTelevision
      Translator Station
              K25CP
              08/01/2006Television
      Translator Station
              K28BA
              10/01/2006Television
      Translator Station
              K45BF
              10/01/2006Low
      Power Auxiliary
              BLP01103
              08/01/2006Low
      Power Auxiliary
              BPL00752
              08/01/2006TV
      Pickup
              KA2113
              08/01/2006TV
      Pickup
              KC25028
              08/01/2006TV
      Studio Transmitter Link
              KKP50
              08/01/2006Weather
      Radar Station
              KYV352
              04/08/2011TV
      Intercity Relay
              WLL233
              08/01/2006TV
      Intercity Relay
              WPNG524
              08/01/2006TV
      Studio Transmitter Link
              WPQL768
              08/01/2006Microwave
      Radio Station
              WNTF653
              07/27/2010
 
 Wilkes-Barre, Pennsylvania
(Facility ID No. 71225)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      License (Channel 11)
              WBRE-TV
              08/01/2007TV
      Translator Station License
              W24BL
              08/01/2007TV
      Translator Station License
              W30AN
              08/01/2007TV
      Translator Station License
              W51BP
              08/01/2007TV
      Translator Station License
              W64AL
              08/01/2007Transmit-Only
      Earth Station License
              E910642
              11/01/2011Transmit-Receive
      Earth Station License
              E020058
              05/03/2017TV
      Pickup
              KA35201
              08/01/2007TV
      Pickup
              KA35245
              08/01/2007TV
      Pickup
              KA74870
              08/01/2007TV
      Pickup
              KC62824
              08/01/2007TV
      Pickup
              KF5726
              08/01/2007TV
      Studio Transmitter Link
              KGH66
              08/01/2007R/P
      Base Mobile System
              KGU973
              08/01/2007TV
      Pickup
              KK4138
              08/01/2007TV
      Pickup
              KL2535
              08/01/2007TV
      Pickup
              KP4407
              08/01/2007R/P
      Base Mobile System
              KQB618
              08/01/2007TV
      Pickup
              KR7688
              08/01/2007TV
      Pickup
              KR7693
              08/01/2007TV
      Pickup
              KR7771
              08/01/2007TV
      Pickup
              KS2001
              08/01/2007TV
      Pickup
              KY2899
              08/01/2007R/P
      Base Mobile System
              KY5608
              08/01/2007TV
      Studio Transmitter Link
              KZO21
              08/01/2007TV
      Intercity Relay
              WFW575
              08/01/2007TV
      Intercity Relay
              WGI290
              08/01/2007TV
      Intercity Relay
              WHB674
              08/01/2007TV
      Intercity Relay
              WLI324
              08/01/2007TV
      Intercity Relay
              WLI325
              08/01/2007TV
      Intercity Relay
              WLI337
              08/01/2007TV
      Intercity Relay
              WMF322
              08/01/2007TV
      Studio Transmitter Link
              WMF323
              08/01/2007
 
  
  Erie, Pennsylvania (Facility
ID No. 65749)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 24)
              WJET-TV
              ---DTV
      License (Channel 24)
              WJET-TV
              BLCDT-20090615ACFReceive
      Only Earth Station
              E050369
              12/05/2020TV
      Pickup
              KC26079
              08/01/2007TV
      Intercity Relay
              WPJE618
              08/01/2007Weather
      Radar Station
              WPOZ488
              09/14/2014R/P
      Base Mobile System
              WSM744
              08/01/2007
 
 Lancaster, Pennsylvania
(Facility ID No. 23338)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      License (Channel 23)
              WLYH-TV
              08/01/2007TV
      Pickup
              KB55005
              08/01/2007TV
      Pickup
              KB55006
              08/01/2007TV
      Pickup
              KK4241
              08/01/2007
 
 Altoona, Pennsylvania
(Facility ID No. 23341)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      License (Channel 32)
              WTAJ-TV
              08/01/2007Transmit-Receive
      Earth Station
              E960484
              09/20/2021TV
      Pickup
              KA88955
              08/01/2007TV
      Pickup
              KB96844
              08/01/2007R/P
      Base Mobile System
              KB97965
              08/01/2007R/P
      Base Mobile System
              KC24269
              08/01/2007TV
      Studio Transmitter Link
              KZB39
              08/01/2007TV
      Intercity Relay
              WHS331
              08/01/2007TV
      Intercity Relay
              WLI217
              08/01/2007TV
      Intercity Relay
              WPJE457
              08/01/2007TV
      Intercity Relay
              WPNF686
              08/01/2007TV
      Intercity Relay
              WPNG696
              08/01/2007TV
      Intercity Relay
              WPNG697
              08/01/2007TV
      Intercity Relay
              WPNN748
              08/01/2007TV
      Studio Transmitter Link
              WPZZ407
              08/01/2007TV
      Studio Transmitter Link
              WQAH854
              08/01/2007Microwave
      License
              WPNG671
              07/24/2012
 
  
  Rochester, New York (Facility
ID No. 73964)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      License (Channel 45)
              WROC-TV
              06/01/2007Transmit/Receive
      Earth Station
              E000660
              12/12/2010TV
      Pickup
              KA4851
              06/01/2007TV
      Intercity Relay
              KA6058
              06/01/2007TV
      Studio Transmitter Link
              KEA91
              06/01/2007TV
      Pickup
              KR4704
              06/01/2007TV
      Pickup
              KR4705
              06/01/2007Auxiliary
      Remote Pickup
              WHE925
              06/01/2007Auxiliary
      Remote Pickup
              WHE926
              06/01/2007Private
      Operational Fixed Microwave
              WPOU895
              08/26/2019
 
 Utica, New York (Facility ID
No. 43424)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 27)
              WFXV
              ---DTV
      License (Channel 27)
              WFXV
              BLCDT-20090331ADGLPTV
      Station (Channel 11)
              WPNY-LP
              06/01/2007Television
      Translator Station
              W31BP
              06/01/2007Television
      Translator Station
              W53AM
              06/01/2007TV
      Intercity Relay
              WPOP508
              06/01/2007
 
 Hagerstown, Maryland(Facility ID No. 25045)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 26)
              WHAG-TV
              ---DTV
      License (Channel 26)
              WHAG-TV
              BLCDT-20090612AFPTransmit-Receive
      Earth Station
              E030037
              05/01/2018TV
      Pickup
              KC26220
              10/01/2004TV
      Studio Transmitter Link
              WBI22
              10/01/2004TV
      Intercity Relay
              WBI25
              10/01/2004TV
      Studio Transmitter Link
              WPNJ935
              10/01/2004TV
      Pickup
              WPXL303
              10/01/2004Business
      Radio License
              WQDV772
              11/09/2015
 
 St. Joseph, Missouri
(Facility ID No. 20427)
 
 Facility Type
              Call Sign
              Exp. DateSTA
      for Low Power DTV Facility (Ch. 7)
              KQTV
              12/04/2009DTV
      Construction Permit (Ch. 7)
              KQTV
              12/04/2009DTV
      Maximization Permit (Ch. 7)
              KQTV
              09/03/2012TV
      Pickup
              KC26093
              02/01/2006Auxiliary
      Remote Pickup
              KGJ814
              02/01/2006Auxiliary
      Remote Pickup
              KJ5467
              02/01/2006Auxiliary
      Remote Pickup
              KJ5469
              02/01/2006Auxiliary
      Remote Pickup
              KK4811
              02/01/2006R/P
      Automatic Relay
              KQB577
              02/01/2006
 
  
  Joplin, Missouri (Facility ID
No. 67766)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 46)
              KSNF
              08/18/2009STA
      for Low Power DTV (Channel 46)
              KSNF
              12/26/2009TV
      Pickup
              KW6078
              02/01/2006Weather
      Radar Station
              WPMJ419
              08/12/2013TV
      Intercity Relay
              WQGL521
              02/01/2006Business
      Radio
              WQKB784
              03/21/2019
 
 Springfield, Missouri
(Facility No. 3659)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 28)
              KSFX-TV
              ---DTV
      License (Channel 28)
              KSFX-TV
              BLCDT-20070213ABBReceive-Only
      Earth Station
              E030122
              05/23/2018Remote
      Pickup Base Station
              KPJ259
              02/01/2006TV
      Studio Transmitter Link
              WHS242
              02/01/2006
 
 Evansville, Indiana (Facility
ID No. 3661)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 28)
              WTVW
              ---DTV
      License (Channel 28)
              WTVW
              BLCDT-20070612ABZTV
      Pickup
              KA44252
              08/01/2005TV
      Pickup
              KA44253
              08/01/2005TV
      Pickup
              KA44254
              08/01/2005TV
      Studio Transmitter Link
              KSI66
              08/01/2005TV
      Intercity Relay
              WFD560
              08/01/2005TV
      Intercity Relay
              WPNG530
              08/01/2005
 
 Terre Haute, Indiana
(Facility ID No. 40426)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 36)
              WTWO
              ---DTV
      License (Channel 36)
              WTWO
              BLCDT-20090107AIQTV
      Pickup
              KC26086
              08/01/2005TV
      Pickup
              KK2587
              08/01/2005R/P
      Base Mobile System
              KLH391
              08/01/2005TV
      Pickup
              KW4107
              08/01/2005TV
      Pickup
              KW4108
              08/01/2005TV
      Intercity Relay
              WHF306
              08/01/2005TV
      Intercity Relay
              WMU968
              08/01/2005Weather
      Radar Station
              WPPH816
              01/06/2015
 
  
  Fort Wayne, Indiana (Facility
ID No. 25040)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 36)
              WFFT-TV
              ---DTV
      License (Channel 36)
              WFFT-TV
              BLCDT-20090521AAQ
 
 Springfield,
Illinois(Facility ID No. 42116)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 13)
              WCFN
              ---DTV
      License (Channel 13)
              WCFN
              BLCDT-20090615ACDTV
      Studio Transmitter Link
              WLD973
              12/01/2005
 
 Rockford, Illinois(Facility
ID No. 52408)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 42)
              WQRF-TV
              ---DTV
      License (Channel 42)
              WQRF-TV
              BLCDT-20070404ABYTV
      Studio Transmitter Link
              WDT860
              12/01/2005
 
 Peoria, Illinois(Facility ID
No. 42121)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 30)
              WMBD-TV
              ---DTV
      License (Channel 30)
              WMBD-TV
              BLCDT-20061019ADDTV
      Pickup
              KA88843
              12/01/2005TV
      Pickup
              KA88844
              12/01/2005TV
      Intercity Relay
              KSI71
              12/01/2005TV
      Intercity Relay
              KSI72
              12/01/2005TV
      Intercity Relay
              KSI73
              12/01/2005Auxiliary
      Remote Pickup
              KSJ777
              12/01/2005TV
      Studio Transmitter Link
              KSK48
              12/01/2005TV
      Intercity Relay
              WBJ984
              12/01/2005TV
      Intercity Relay
              WBJ985
              12/01/2005TV
      Intercity Relay
              WLG752
              12/01/2005TV
      Intercity Relay
              WMU973
              12/01/2005TV
      Intercity Relay
              WMV276
              12/01/2005TV
      Intercity Relay
              WQGA585
              12/01/2005Business
      Radio
              WNTX533
              02/08/2010
 
  
  Champaign, Illinois(Facility
ID No. 42124)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 48)
              WCIA
              ---DTV
      License (Channel 48)
              WCIA
              BLCDT-20070612ABYTransmit-Receive
      Earth Station
              E920434
              07/24/2017Auxiliary
      Low Power Station
              BLP00192
              12/01/2005Auxiliary
      Low Power Station
              BLP00544
              12/01/2005Auxiliary
      Low Power Station
              BLP00883
              12/01/2005Auxiliary
      Low Power Station
              BLP00919
              12/01/2005Auxiliary
      Low Power Station
              BLP01124
              12/01/2005Auxiliary
      Low Power Station
              BLP01288
              12/01/2005TV
      Pickup
              KA88970
              12/01/2005TV
      Pickup
              KA95317
              12/01/2005TV
      Pickup
              KC5875
              12/01/2005TV
      Studio Transmitter Link
              KSG35
              12/01/2005TV
      Intercity Relay
              KSI74
              12/01/2005TV
      Intercity Relay
              KSI75
              12/01/2005TV
      Intercity Relay
              KSI76
              12/01/2005TV
      Pickup
              KW6065
              12/01/2005TV
      Pickup
              KW6066
              12/01/2005TV
      Intercity Relay
              WBJ983
              12/01/2005TV
      Intercity Relay
              WBJ986
              12/01/2005TV
      Intercity Relay
              WBJ987
              12/01/2005TV
      Intercity Relay
              WBJ988
              12/01/2005TV
      Intercity Relay
              WLG233
              12/01/2005TV
      Intercity Relay
              WPNL408
              12/01/2005Business
      Radio
              KAP730
              12/01/2015
 
 Dothan, Alabama(Facility ID
No. 43846)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 21)
              WDHN
              ---DTV
      License (Channel 21)
              WDHN
              BLCDT-20090303ACRReceive
      Only Earth Station
              E050390
              12/19/2020TV
      Pickup
              KY7799
              04/01/2005
 
  
  Fort Smith, Arkansas(Facility ID No. 29560)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      License (Channel 27)
              KFTA-TV
              06/01/2013DTV
      CP for Power Increase(Ch. 27)
              KFTA-TV
              ---DTV
      Power Increase License App. (Ch. 27)
              KFTA-TV
              BLCDT-20090331AECTransmit
      Receive Earth Station
              E000609
              11/13/2010TV
      Studio Transmitter Link
              WDD713
              06/01/2013Intercity
      Relay
              WDT813
              06/01/2013Intercity
      Relay
              WDT814
              06/01/2013Intercity
      Relay
              WDT815
              06/01/2013Intercity
      Relay
              WDT816
              06/01/2013TV
      Studio Transmitter Link
              WDT850
              06/01/2013Intercity
      Relay
              WPTG330
              06/01/2013Intercity
      Relay
              WPTG331
              06/01/2013Intercity
      Relay
              WPTG334
              06/01/2013Intercity
      Relay
              WPTG339
              06/01/2013Intercity
      Relay
              WPTN382
              06/01/2013Intercity
      Relay
              WPTX765
              06/01/2013Auxiliary
      Remote Pickup
              WPXN366
              06/01/2013Weather
      Radar Station
              WPQJ586
              08/09/2015
 
 Rogers, Arkansas(Facility ID
No. 29557)
  Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 50)
              KNWA-TV
              ---DTV
      License (Channel 50)
              KNWA-TV
              BLCDT-20060915ANFIntercity
      Relay
              WPNF934
              06/01/2005Intercity
      Relay
              WPNK630
              06/01/2005Auxiliary
      Remote Pickup
              WPXV734
              06/01/2005Business
      Radio License
              WPQX728
              11/14/2010TV
      Studio Transmitter Link
              WQCG358
              06/01/2005Intercity
      Relay
              WQEK477
              06/01/2005Intercity
      Relay
              WQFP323
              06/01/2005TV
      Pickup
              WQGL225
              06/01/2005Intercity
      Relay
              WQHP517
              06/01/2005Intercity
      Relay
              WQIA924
              06/01/2005
 
  
  Little Rock, Arkansas(Facility ID No. 33440)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 32)
              KARK-TV
              ---DTV
      License (Channel 32)
              KARK-TV
              BLCDT-20060504ABMTransmit-Receive
      Earth Station
              E010024
              03/28/2011TV
      Pickup
              KA2132
              06/01/2005TV
      Pickup
              KA2133
              06/01/2005TV
      Pickup
              KA74957
              06/01/2005TV
      Pickup
              KA74958
              06/01/2005TV
      Pickup
              KE5898
              06/01/2005TV
      Pickup
              KE8994
              06/01/2005Auxiliary
      Remote Pickup
              KEH571
              06/01/2005Auxiliary
      Remote Pickup
              KLB542
              06/01/2005TV
      Studio Transmitter Link
              KLT43
              06/01/2005Auxiliary
      Remote Pickup
              KPG254
              06/01/2005Auxiliary
      Remote Pickup
              KPG803
              06/01/2005TV
      Pickup
              KR9873
              06/01/2005TV
      Pickup
              KS2058
              06/01/2005TV
      Pickup
              KS2059
              06/01/2005Intercity
      Relay
              WAY649
              06/01/2005Intercity
      Relay
              WCG701
              06/01/2005Intercity
      Relay
              WHB954
              06/01/2005Intercity
      Relay
              WLG538
              06/01/2005Weather
      Radar Station
              WPKU229
              07/15/2012Auxiliary
      Remote Pickup
              WQA949
              06/01/2005Auxiliary
      Remote Pickup
              WQA950
              06/01/2005Auxiliary
      Remote Pickup
              WQA951
              06/01/2005Auxiliary
      Remote Pickup
              WQA952
              06/01/2005
 
 Little Rock, Arkansas(Facility ID No. 37005)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 44)
              KARZ-TV
              ---DTV
      License (Channel 44)
              KARZ-TV
              BLCDT-20090615ACHTV
      Studio Transmitter Link
              WPNJ994
              06/01/2013
 
 West Monroe, Louisiana(Facility ID No. 3658)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 36)
              KARD
              ---DTV
      License (Channel 36)
              KARD
              BLCDT-20080116ABDAuxiliary
      Remote Pickup
              KPG931
              06/01/2005Auxiliary
      Remote Pickup
              KPJ413
              06/01/2005TV
      Studio Transmitter Link
              WHY494
              06/01/2005TV
      Intercity Relay
              WHY662
              06/01/2005TV
      Studio Transmitter Link
              WLE984
              06/01/2005TV
      Studio Transmitter Link
              WLF699
              06/01/2005TV
      Studio Transmitter Link
              WLQ852
              06/01/2005
  
  Billings, Montana(Facility
ID No. 5243)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      Construction Permit (Channel 18)
              KSVI
              ---DTV
      License (Channel 18)
              KSVI
              BLCDT-20090205ABSTelevision
      Translator Station
              K06AT
              10/01/2014Television
      Translator Station
              K16DH
              04/01/2006Television
      Translator Station
              K16DZ
              04/01/2006Television
      Translator Station
              K19FF
              04/01/2006Television
      Translator Low Power Station
              K25BP
              04/01/2006Television
      Translator Station
              K27IM
              04/01/2014Television
      Translator Station
              K33EA
              04/01/2006Television
      Translator Station
              K58IH
              04/01/2014Television
      Translator Station
              K66EQ
              04/01/2006Receive
      Only Earth Station
              E040435
              11/11/2019TV
      Studio Transmitter Link
              WGZ505
              04/01/2006TV
      Translator Relay
              WHB781
              04/01/2006TV
      Translator Relay
              WHQ291
              04/01/2006TV
      Studio Transmitter Link
              WLE397
              04/01/2006TV
      Intercity Relay
              WLE992
              04/01/2006TV
      Intercity Relay
              WME778
              04/01/2006TV
      Studio Transmitter Link
              WME779
              04/01/2006TV
      Studio Transmitter Link
              WME780
              04/01/2006TV
      Translator Relay
              WPJA562
              04/01/2006TV
      Intercity Relay
              WPNH966
              04/01/2006TV
      Intercity Relay
              WPQY442
              04/01/2006TV
      Intercity Relay
              WPUI709
              04/01/2006TV
      Pickup
              WPUQ395
              04/01/2006
 
 Jacksonville, Florida(Facility ID No. 29712)
 
 Facility Type
              Call Sign
              Exp. DateDTV
      License (Channel 34)
              WCWJ
              02/01/2013Remote
      Pickup
              WSM715
              02/01/2013TV
      Pickup
              KS2063
              02/01/2013TV
      Pickup
              KS2065
              02/01/2013
 
 
   
  SCHEDULE
5.17
  SUBSIDIARIES
  None.
   
  SCHEDULE
5.17(c)
  FCC
DISCLOSURE
  WYOU, Scranton,
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
21, 2009, in response to a routine due diligence request submitted by counsel to
Mission, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against WYOU.7
 
 WFXP, 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
21, 2009, in response to a routine due diligence request submitted by counsel to
Mission, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against WFXP.
 
 KCIT, Amarillo, Texas and
KCPN-LP, Amarillo, Texas
 
 The processing of the stations’
application for renewal of licenses 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
21, 2009, in response to a routine due diligence request submitted by counsel to
Mission, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against KCIT.
  
 7 It is
the general policy of the Enforcement Bureau not to confirm or deny the pendency
of an investigation.
  
  KJTL, Wichita Falls, Texas
and KJBO-LP, Wichita Falls, Texas
 
 The processing of the stations’
application for renewal of licenses 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
21, 2009, in response to a routine due diligence request submitted by counsel to
Mission, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against KJTL.
 
  KODE-TV, 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 September
21, 2009, in response to a routine due diligence request submitted by counsel to
Mission, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against
KODE-TV.
 
 KRBC-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 September
21, 2009, in response to a routine due diligence request submitted by counsel to
Mission, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against
KRBC-TV.
 
  KSAN-TV, San Angelo,
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
21, 2009, in response to a routine due diligence request submitted by counsel to
Mission, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against
KSAN-TV.
  
  KAMC, 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 September
21, 2009, in response to a routine due diligence request submitted by counsel to
Mission, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against KAMC.
 
  KOLR, 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 September
21, 2009, in response to a routine due diligence request submitted by counsel to
Mission, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against KOLR.
 
 KOLR received a Notice of Apparent
Liability (“NALF”) in connection with the December 31, 2004 broadcast of Without a Trace, which aired
at 9:00PM in central and mountain time zones.    Mission was
a party to the CBS affiliates’ Motion to Vacate the Notice of
Liability.  The Motion was filed on June 12, 2006.  This
matter remains pending.
 
 On January 3, 2006, Cable America
submitted a petition to deny KOLR’s license renewal
application.  Cable America raised issues with respect to Nexstar’s
relationship to Mission and Mission’s stations.  Mission filed an
Opposition to the Petition to Deny on March 23, 2006.  Cable America
subsequently submitted a motion to dismiss its petition to deny; however, the
matter remains pending.
 
  KHMT, Hardin,
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
21, 2009, in response to a routine due diligence request submitted by counsel to
Mission, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against KHMT.
 
  WFXW, 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
21, 2009, in response to a routine due diligence request submitted by counsel to
Mission, a member of the FCC’s
  
  Enforcement
Bureau reported that there are one or more formal or informal complaints
currently pending against WFXW.
 
  On August
11, 2006, the FCC issued a letter requesting information regarding the station’s
broadcast  of a news feature in a March 6, 2006 newscast concerning
General Mills.  The letter was prompted by a complaint from CMD,
which  asserted that the station broadcast the relevant segment
without appropriate sponsorship identification.  A timely response was
filed and the matter remains pending.
  
  WUTR, 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 September
21, 2009, in response to a routine due diligence request submitted by counsel to
Mission, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against WUTR.
 
  WTVO, 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 September
21, 2009, in response to a routine due diligence request submitted by counsel to
Mission, a member of the FCC’s Enforcement Bureau reported that there are one or
more formal or informal complaints currently pending against WTVO.
 
  KTVE, El Dorado,
Arkansas
  On September 21, 2009, in response to a
routine due diligence request submitted by counsel to Mission, a member of the
FCC’s Enforcement Bureau reported that there are one or more formal or informal
complaints currently pending against KTVE.
 
   
  SCHEDULE
5.21
  NETWORK
AFFILIATION AGREEMENTS
  Network Affiliations
Agreements
  Station
              
              Location
              
              Network
              
              ExpirationKCIT
              
              Amarillo,
      TX
              
              Fox
              
              June
      2010KHMT
              
              Billings,
      MT
              
              Fox
              
              June
      2010KJTL
              
              Wichita
      Falls, TX-Lawton, OK
              
              Fox
              
              June
      2010WFXP
              
              Erie,
      PA
              
              Fox
              
              June
      2010WFXW
              
              Terre
      Haute, IN
              
              Fox
              
              June
      2010KSAN
              
              San
      Angelo, TX
              
              NBC
              
              December 2010KRBC
              
              Abilene-Sweetwater,
      TX
              
              NBC
              
              December
      2010WUTR
              
              Utica,
      NY
              
              ABC
              
              December
      2010WTVO
              
              Rockford,
      IL
              
              ABC
              
              December
      2010KAMC
              
              Lubbock,
      TX
              
              ABC
              
              December
      2010KCPN-LP
              
              Amarillo,
      TX
              
              MyNetworkTV
              
              September
      2011KJBO-LP
              
              Wichita
      Falls, TX-Lawton, OK
              
              MyNetworkTV
              
              September
      2011KTVE
              
              Monroe,
      LA-El Dorado, AR
              
              NBC
              
              December
      2011KODE
              
              Joplin,
      MO-Pittsburg, KS
              
              ABC
              
              December
      2012KOLR
              
              Springfield,
      MO
              
              CBS
              
              June
      2013WYOU
              
              Wilkes
      Barre-Scranton, PA
              
              CBS
              
              June
      2015
  
  SCHEDULE
6.17(a)
  STATIONS
WITH TOWERS, TRANSMITTERS OR TRANSLATORS
  NEXSTAR
TOWERS AND TRANSMITTERS
 
 Station
      Call Sign
              FCC
      ASR No.
              Owner
              Property
      DescriptionKAMR
              1048587
              American
      Tower
              See
      Schedule 5.09 No. 60KARD
              1021563
              American
      Tower
              See
      Schedule 5.09 No. 62KARK
              1019242
              Nexstar
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 8KARZ8
              1019242
              Nexstar
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 8KBTV
              1267265
              Nexstar
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 27KFDX
              1044169
              Nexstar
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 28KFTA
              1038012
              Nexstar
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 9KLBK
              1054347
              American
      Tower
              See
      Schedule 5.09 No. 63KLST
              1048460
              Nexstar
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 34KMID
              1051488
              Pinnacle
              See
      Schedule 5.09 No. 77KNWA
              1238430
              Clark
      Communications
              See
      Schedule 5.09 No. 78KQTV
              1000389
              Nexstar
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 38KSFX
              1028721
              American
      Tower
              See
      Schedule 5.09 No. 59KSNF
              1002544
              Nexstar
      Broadcasting, Inc.9
              See
      Schedule 5.09 No. 37KSVI
              1000794
              American
      Tower
              See
      Schedule 5.09 No. 66KTAB
              1215589
              Nexstar
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 32KTAL
              1025912
              Nexstar
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 11WBRE
              1027162
              Mission
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 5WCFN
              1016051
              Nexstar
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 24WCIA
              1016057
              Nexstar
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 20WCWJ
              1025608
              Nexstar
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 44WDHN
              1040389
              Nexstar
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 39WFFT
              1034986
              American
      Tower
              See
      Schedule 5.09 No. 76WFXV10
              1003764
              Mission
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 54WHAG
              1036848
              American
      Tower
              See
      Schedule 5.09 No. 56WJET
              1033280
              Nexstar
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 6WLYH
              1036777
              Clear
      Channel
              See
      Schedule 5.09 No. 80WMBD
              1016047
              Nexstar
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 26WQRF
              1035539
              Mission
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 76WROC
              1003864
              Nexstar
      Broadcasting, Inc. & WHEC TV LLC
              See
      Schedule 5.09 No. 17WTAJ
              1026694
              Nexstar
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 7WTVW
              1027511
              American
      Tower
              See
      Schedule 5.09 No. 58WTWO
              1027196
              Nexstar
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 40WPNY-LP11
              1003764
              Mission
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 54
 
 NEXSTAR
TRANSLATORS
 
 Station
      Call Sign
              Signal
      Identified
              Equipment
      LocationKLBK
              K44FG
              Snyder,
      TXKMID
              K12FM
              Fort
      Stockton, TXKAMR
              K25CP
              Tulia,
      TXKAMR
              K28BA
              San
      Jon, TXKAMR
              K45BF
              Clovis,
      NMWBRE
              W24BL
              Pottsville,
      PAWBRE
              W30AN
              Williamsport,
      PAWBRE
              W51BP
              Clarks
      Summit, PAWBRE
              W64AL
              Stroudsburg,
      PAWFXV
              WPNY-LP
              Utica,
      NYWFXV
              W31BP
              Burlington,
      NYWFXV
              W53AM
              Utica,
      NYKSVI
              K06AT
              Sheridan,
      WYKSVI
              K16DH
              Miles
      City, MTKSVI
              K16DZ
              Hardin,
      MTKSVI
              K19FF
              Miles
      City, MTKSVI
              K25BP
              Hardin,
      MTKSVI
              K27IM
              Billings,
      MTKSVI
              K33EA
              Columbus,
      MTKSVI
              K58IH
              Colstrip,
      MTKSVI
              K66EQ
              Colstrip,
      MY
 
 
 MISSION
TOWERS AND TRANSMITTERS
 
 Station
      Call Sign
              FCC
      ASR No.
              Owner
              Property
      DescriptionKAMC
              1054347
              American
      Tower
              See
      Schedule 5.09 No. 120KCIT
              1048587
              American
      Tower
              See
      Schedule 5.09 No. 116KHMT
              1026263
              American
      Tower
              See
      Schedule 5.09 No. 122KJTL
              1050255
              Mission
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 113KODE
              1012933
              Spectrasite/American
      Tower
              See
      Schedule 5.09 No. 114KOLR
              1028721
              American
      Tower
              See
      Schedule 5.09 No. 115KRBC12
              1215589
              Nexstar
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 32KSAN
              1054170
              Producers
      Livestock Auction Company
              See
      Schedule 5.09 No. 126KTVE
              1039950
              American
      Tower
              See
      Schedule 5.09 No. 123WFXP13
              1033280
              Nexstar
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 6WFXW
              1027196
              Mission
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 49WTVO
              1035539
              Mission
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 55WUTR
              1003764
              Mission
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 54WYOU
              1027162
              Mission
      Broadcasting, Inc.
              See
      Schedule 5.09 No. 45KJBO-LP
              1058252
              Andrews
      Tower
              See
      Schedule 5.09 No. 124KCPN-LP
              1048587
              American
      Tower
              See
      Schedule 5.09 No. 116
 
 
 MISSION
TRANSLATORS
 
  
  Station
      Call Sign
              Signal
      Identified
              Equipment
      LocationWYOU
              W19AR
              Clarks
      Summit, PAWYOU
              W26AT
              Williamsport,
      PAWYOU
              W54AV
              Mansfield,
      PAWYOU
              W55AG
              Williamsport,
      PAWYOU
              W60AH
              Stroudsburg,
      PAWYOU
              W66AI
              Pottsville,
      PAKCIT
              KCPN-LP
              Amarillo,
      TXKCIT
              K30DZ
              San
      Jon, NMKCIT
              K35CG
              Bovina,
      TXKCIT
              K47DH
              Clovis,
      NMKJTL
              KJBO-LP
              Amarillo,
      TXKJTL
              K47DK
              Grandfield,
      OKKJTL
              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.
  
  SCHEDULE
6.17(b)
  PETTY
CASH ACCOUNTS
   
  SCHEDULE
7.02(l)
  EXISTING
LIENS
  §
              STC
      Broadcasting of Abilene, Inc., has a mortgage of record with The Chase
      Manhattan Bank, dated 9/02/98 on the tower/transmitter site owned by
      Mission Broadcasting, Inc., d/b/a KRBC in Abilene,
  Texas.
   
  SCHEDULE
7.05(a)
  EXISTING
INDEBTEDNESS
  
  §
              Mission
      Guarantees the 7% Senior Subordinated Notes and the 7% Senior Subordinated
      PIK Notes issued by Nexstar Broadcasting,
Inc.
  §
              Mission
      Guarantees all obligations incurred by the Nexstar Entities under the
      Nexstar Loan Documents.
   
  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.
   
  SCHEDULE
7.10
  INVESTMENTS
  None.
  
  
  SCHEDULE
8.01(a)
  NEXSTAR
REPRESENTATIONS AND WARRANTIES
  
 1.           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
(as defined in the Nexstar 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 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
Nexstar 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 Nexstar Entity of each 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 does not and will not: (a) contravene
any terms of the Charter Documents (as defined in the Nexstar Credit Agreement)
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 (as defined in the Nexstar Credit Agreement) 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 (as defined in the Nexstar Credit Agreement) (other than pursuant to
the Security Documents (as defined in the Nexstar Credit Agreement, referred to
herein as the “Nexstar 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 First Amendment Effective
Date, the Administrative Agent (as defined in the Nexstar Credit Agreement,
referred to herein as the “Nexstar Administrative Agent”) shall have received
copies of all Charter Documents (as defined in the Nexstar Credit Agreement) for
each Credit Party, as each such Charter Document is in effect on the First
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 Nexstar Entity of any Nexstar Loan Document to which it
is a party, except that (i) certain of the Nexstar 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 Nexstar Lenders to exercise certain of their rights
with respect to the Stations (as defined in the Nexstar Credit Agreement);
or
  4.           Each
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;
or
  5.           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 the
Nexstar Credit Agreement or any Nexstar 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 Nexstar 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 Nexstar Credit Agreement
or any Nexstar Loan Document or directing that any transaction provided for
therein not be consummated as herein or therein provided; or
  6.           No
Default (as defined in the Nexstar Credit Agreement) exists or will result from
the incurring of any Nexstar Obligations by any Nexstar Entity.  No
Nexstar Entity is in default under or with respect to any Contractual Obligation
(as defined in the Nexstar 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 Nexstar Credit Agreement); or
  7.           Except
as set forth on Schedule5.07 to the
Nexstar Credit Agreement, each employee benefit plan (as defined in Section 3(3)
of ERISA) which any Nexstar Entity or any "ERISA Affiliate" (as defined in the
Nexstar Credit Agreement, referred to herein as a "Nexstar ERISA Affiliate")
sponsors or maintains, or to which any Nexstar Entity or any Nexstar ERISA
Affiliate makes or is making, or is obligated to make, contributions and
includes any "Pension Plan" (as defined in the Nexstar Credit Agreement,
referred to herein as a "Nexstar Pension Plan") or "Multiemployer Plan" (as
defined in the Nexstar Credit Agreement, referred to herein as a " Nexstar
Multiemployer Plan") (such employee benefit plan referred to herein as a "
Nexstar Plan") is in compliance in all material respects with the applicable
provisions of ERISA, the Code and other federal or state law.  Each
Nexstar 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 Nexstar 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.  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 Nexstar Plan which has resulted, or
could reasonably be expected to result, in a Material Adverse Effect (as defined
in the Nexstar Credit Agreement).  There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to
any Nexstar Plan which has resulted, or could reasonably be expected to result,
in a Material Adverse Effect (as defined in the Nexstar Credit
Agreement).  No "ERISA Event" (as defined in the Nexstar Credit
Agreement, referred to herein as a "Nexstar ERISA Event") has occurred or is
reasonably expected to occur with respect to
   
  any
Nexstar Pension Plan or Nexstar Multiemployer Plan.  As of the date
hereof, no Nexstar Pension Plan has an "Unfunded Pension Liability" (as defined
in the Nexstar Credit Agreement, referred to herein as a "Nexstar Unfunded
Pension Plan").  No Nexstar Entity and no Nexstar ERISA Affiliate has
incurred, nor reasonably expects to incur, any material liability under Title IV
of ERISA with respect to any Nexstar Pension Plan.  No Nexstar Entity
and no Nexstar 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 Nexstar Multiemployer
Plan.  No Nexstar Entity and no Nexstar ERISA Affiliate has
transferred any Nexstar 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
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; or
  9.           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 First 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 First Amendment Effective
Date.  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 (as defined
in the Nexstar Credit Agreement).  As of the date of the Nexstar
Credit Agreement, (i) no Nexstar 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 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.  Each Nexstar Entity owns, or otherwise has the right to use,
all trademarks, tradenames, copyrights, technology, know-how and processes
("Nexstar 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 Nexstar 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 Nexstar Credit Agreement), no claim has been asserted and is
pending by any Person challenging or questioning the use of any such Nexstar
Intellectual Property or the validity or effectiveness of any such Nexstar
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 (as defined in the Nexstar Credit Agreement), to the knowledge of each
Nexstar Entity,
   
  the use
of such Nexstar Intellectual Property by such Nexstar Entity does not infringe
on the rights of any Person; or
  10.           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 (as defined in the Nexstar Credit
Agreement); or
  11.           (a)           The
Audited Financial Statements (as defined in the Nexstar 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 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.  (b)The unaudited consolidated balance sheet of the Nexstar
Entities, if any, most recently delivered to the Nexstar Administrative Agent
pursuant to Section 6.01(b) of the Nexstar 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 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. (b)  Since the date of the Audited Financial
Statements (as defined in the Nexstar 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
Nexstar Credit Agreement). (c)  Since the date of the Audited
Financial Statements (as defined in the Nexstar 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 Nexstar Credit Agreement);
or
  12           All
transactions contemplated by the Nexstar Credit Agreement and the other Nexstar
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 Nexstar Credit Agreement); or
  13.           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 any Nexstar Loan
Document; or
   
  14.  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 Nexstar Administrative Agent or any Lender (as defined in the
Nexstar Credit Agreement) for purposes of or in connection with the Nexstar
Credit Agreement or any transaction contemplated thereby, and all other such
factual information hereafter furnished by or on behalf of any Nexstar Entity to
the Nexstar Administrative Agent or any Lender (as defined in the Nexstar 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
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 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
Nexstar Credit Agreement).
  16.           With
respect to properties currently owned or operating 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 another 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 Subsidiariesin 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
Nexstar Credit Agreement. 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 Credit Party 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
Nexstar Credit Agreement; or
  17.           Each
Nexstar Entity holds such validly issued FCC licenses and Authorizations as are
necessary to operate their respective Stations (the "Nexstar Stations") as
they are currently operated (collectively, the "Nexstar FCC
Licenses"), and each such Nexstar FCC
   
  License
is in full force and effect (it being recognized that, as indicated on Schedules5.16 and
5.17(c) to the
Nexstar Credit Agreement, certain Nexstar Stations are operating pursuant to
Special Temporary Authority).  The Nexstar Stations and the Nexstar
FCC Licenses of each Nexstar Entity as of the First Amendment Effective Date are
listed on Schedule5.16 to the Nexstar Credit Agreement, and each of such Nexstar FCC
Licenses has the expiration date indicated on Schedule5.16 to the
Nexstar Credit Agreement.  No Credit Party has knowledge of any
condition imposed by the FCC as part of any Nexstar 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 Nexstar Station in question.  Except as
otherwise set forth on Schedules 5.17 and
5.17(c) to the
Nexstar Credit Agreement, each Nexstar Station has been and is being operated in
all material respects in accordance with the terms and conditions of the Nexstar
FCC Licenses applicable to it and the rules and regulations of the FCC and the
Communications Act.  Except as otherwise set forth on Schedules5.16 and
5.17(c) to the
Nexstar Credit Agreement, no proceedings are pending or are threatened which may
result in the revocation, modification, non-renewal or suspension of any of the
Nexstar 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 Nexstar 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
Nexstar Credit Agreement) and proceedings affecting the television broadcasting
industry in general.  All reports, applications and other documents
required to be filed by the Nexstar Entities with the FCC with respect to the
Nexstar 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
Nexstar Credit Agreement), and except as otherwise set forth on Schedules5.16 and
5.17(c) to the
Nexstar 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 Nexstar 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 Nexstar 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 Nexstar Station or its
operations.  The Nexstar Borrower has delivered to the Nexstar Lenders
true and complete copies of all Nexstar FCC Licenses (including any and all
amendments and other modifications thereto) and all pending applications
relating thereto. Non-U.S. voting interests held, directly or indirectly, by
entities other than ABRY L.P. II (as defined in the Nexstar Credit Agreement)
and ABRY L.P. III (as defined in the Nexstar Credit Agreement) are less than 25
percent of the Ultimate Nexstar Parent's total voting interests and the total
equity of the Ultimate Nexstar Parent held by non-U.S. citizens, directly or
indirectly, by entities other than ABRY L.P. II (as defined in the Nexstar
Credit Agreement) and ABRY L.P. III (as defined in the Nexstar Credit Agreement)
is less than 10.3 percent of the Ultimate Nexstar Parent's total
equity;
  18.           No
Nexstar Entity has any Subsidiaries except, on the First Amendment Effective
Date, those Subsidiaries which are identified in Schedule 5.17 to the
Nexstar Credit Agreement; or
   
  19.           As
of each date of Credit Event hereunder, 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;
or
  20.           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 (as defined in the Nexstar Credit Agreement);
or
  21.           The
Pledge and Security Agreement (as defined in the Nexstar Credit Agreement) is
effective to create in favor of the Collateral Agent (as defined in the Nexstar
Credit Agreement, referred to herein as the “Nexstar Collateral Agent”) or the
Nexstar Administrative Agent, for the benefit of the Nexstar Lenders, a legal,
valid and enforceable security interest in the collateral pledged thereunder and
the Lien granted pursuant to the Pledge and Security Agreement (as defined in
the Nexstar 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 Nexstar Credit Agreement) is effective to create in
favor of the Nexstar Collateral Agent or the Nexstar Administrative Agent, for
the benefit of the Nexstar Lenders, a legal, valid and enforceable security
interest in the Security Agreement Collateral (as defined in the Nexstar Credit
Agreement)   and proceeds thereof and the Lien granted pursuant
to the Security Agreement (as defined in the Nexstar 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 Nexstar 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
Nexstar Credit Agreement); or
  22.           The
Nexstar Borrower has delivered to the Nexstar Administrative Agent an accurate
and complete list, as of the First Amendment Effective Date, of each effective
Network Affiliation Agreement (as defined in the Nexstar Credit
Agreement)  and the expiration date therefor; or
  23.           All
of the material properties, equipment and systems of each Nexstar Entity and the
Nexstar Stations are, and all material properties, equipment and systems to be
added in connection with any contemplated Nexstar Station expansion or
construction will be, in condition which is sufficient for the operation thereof
in accordance with past practice of the Nexstar 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 Nexstar FCC License, in each case except where such
noncompliance could not reasonably be expected to have a Material Adverse Effect
(as defined in the Nexstar Credit Agreement); or
  24.           The
Ultimate Nexstar Parent and its Subsidiaries (other than the Nexstar Borrower)
engage in no business activities (other than as contemplated by the Nexstar
Credit 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, the Nexstar Loan Agreement,
the other Loan Documents and the other Nexstar 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; or
   
  25.           As
of the First Amendment Effective Date, the information contained in the most
recently delivered Information Certificate (as defined in the Nexstar Credit
Agreement) is true, accurate and complete in all respects, and thereafter the
Information Certificate (as defined in the Nexstar Credit Agreement), together
with all other such information hereafter furnished by or on behalf of any
Nexstar Entity to the Nexstar Administrative Agent reflecting any changes or
additions to the Information Certificate (as defined in the Nexstar Credit
Agreement), shall be true, accurate and complete in all respects;
or
  26.           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; or
  27.           The
provisions of the Nexstar Security Documents are effective to create in favor of
the Nexstar Administrative Agent for the benefit of the Secured Parties (as
defined in the Nexstar Credit Agreement) a legal, valid and enforceable first
priority Lien (subject to Permitted Liens (as defined in the Nexstar Credit
Agreement)) on all right, title and interest of the respective Nexstar Entities
in the Collateral owned by each such Nexstar Entity as described
therein.  Except for filings completed prior to the First Amendment
Effective Date and as contemplated hereby and by the Nexstar Security Documents,
no filing or other action will be necessary to perfect or protect such
Liens.
  28.           Full
and complete copies of all Nexstar/Mission Agreements in effect on the First
Amendment Effective Date have been delivered to the Nexstar Administrative Agent
together with all exhibits, schedules, annexes and other documents related
thereto or executed in connection therewith.
   
  SCHEDULE
8.01(b)
  NEXSTAR
COVENANTS
  1.           The
Nexstar Borrower shall deliver to the Nexstar Administrative Agent with
sufficient copies for each Lender (as defined in the Nexstar 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 Ultimate Nexstar 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 (as
defined in the Nexstar 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) 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 (as defined in the Nexstar Credit Agreement, or (2)
could reasonably be expected to permit the occurrence of a Material Adverse
Effect (as defined in the Nexstar Credit Agreement) if left unremedied;
(ii) a copy of the audited consolidated balance sheet of the Nexstar
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 (as defined in the Nexstar 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 (iii) a copy of the annual budget for the
Nexstar Borrower and its Subsidiaries for the next Fiscal Year in form and
detail acceptable to the Nexstar 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 Nexstar Parent and its consolidated Subsidiaries and of the
Nexstar 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 Nexstar Parent or the Nexstar 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 Nexstar Parent and its consolidated Subsidiaries and of the Nexstar
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 Nexstar Parent and its
consolidated Subsidiaries and the Nexstar 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 Nexstar Parent or the Nexstar 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 Nexstar Parent and its consolidated Subsidiaries and the Nexstar
Borrower and its consolidated Subsidiaries, respectively.
  2.           The
Nexstar Borrower shall furnish to the Nexstar Administrative Agent, with
sufficient copies for each Lender (as defined in the Nexstar Credit Agreement):
(a) concurrently with the delivery of the financial statements referred to in
Sections
6.01(a) and (b) of the Nexstar
Credit Agreement, a Compliance Certificate (as defined in the Nexstar Credit
Agreement) of the Ultimate Nexstar 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 Nexstar Parent, the Nexstar Borrower or any of their respective
Subsidiaries or Credit Parties as the Nexstar Administrative Agent, at the
request of any Lender (as defined in the Nexstar 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
any Nexstar Entity pursuant to the terms of any indenture, loan or credit or
similar agreement of such Nexstar Entity; (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.
  3.           The
Nexstar Borrower, upon any Responsible Officer of any Nexstar Entity obtaining
knowledge thereof, shall give notice (accompanied by a reasonably detailed
explanation with respect thereto) to the Nexstar Administrative Agent, the L/C
Issuer and each Lender (as defined in the Nexstar Credit Agreement): (a)
promptly of the occurrence of any Default (as defined in the Nexstar Credit
Agreement) under the Nexstar Credit Agreement; (b) promptly of any matter (i)
that has resulted in a Material Adverse Effect (as defined in the Nexstar 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 Nexstar 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 Nexstar Borrower to
the Nexstar 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 (as defined in the Nexstar Credit Agreement) or (ii)
which relates to the Nexstar Credit Agreement, any other Nexstar 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 Nexstar Lenders
regarding any Credit Party which could reasonably be expected to have a Material
Adverse Effect (as defined
   
  in the
Nexstar Credit Agreement); (e) promptly of any of the following events affecting
any Credit Party or any Nexstar 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
Nexstar ERISA Affiliate with respect to such event: (i) a Nexstar ERISA Event;
or (ii) any of the representations and warranties in Section 5.07 of the
Nexstar Credit Agreement ceasing to be true and correct; (f) promptly of any
material change in accounting policies or financial reporting practices by any
Nexstar Entity; or (g) (i) promptly notify the Agents and (ii) within 30
Business Days notify the Nexstar 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 Nexstar Lenders, the Nexstar Borrower
shall notify the Agents and the Nexstar 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 Nexstar 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 Nexstar 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 Nexstar Credit
Agreement)) has knowledge, (II) which the Nexstar Borrower intends to disclose
or (III) which has otherwise become known to the public (other than an Internal
Control Event (as defined in the Nexstar Credit Agreement) concerning
allegations of fraud that involve an amount less than $250,000), (2) any
Internal Control Event (as defined in the Nexstar Credit Agreement) of which a
Responsible Officer (other than a Responsible Officer committing the fraud
constituting such Internal Control Event (as defined in the Nexstar Credit
Agreement)) has knowledge which could reasonably be expected to have a Material
Adverse Effect (as defined in the Nexstar Credit Agreement), or (3) any Internal
Control Event (as defined in the Nexstar Credit Agreement) of which a
Responsible Officer (other than a Responsible Officer committing the fraud
constituting such Internal Control Event (as defined in the Nexstar 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
Nexstar Credit Agreement, Schedule 6.17(a) of
the Nexstar Credit Agreement and Schedule 6.17(b) of
the Nexstar 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 Nexstar Credit Agreement as may be necessary for such Schedules to the
Nexstar 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 Nexstar
Borrower's behalf by a Responsible Officer of the Nexstar Borrower and to be in
a form reasonably satisfactory to the Nexstar Administrative Agent.
  4.           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, the Nexstar Borrower shall provide to the Nexstar 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 (as defined in the Nexstar Credit Agreement) 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.
  5.           The
Nexstar Borrower shall, and shall cause each of the Nexstar Entities to, comply
in all material respects with all terms and conditions of all Nexstar FCC
Licenses covering the Nexstar 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 Nexstar Stations of any Nexstar Entity or other Credit
Party.
  6.           As
soon as possible and in any event within five days after the receipt thereof by
any Nexstar Entity, the Nexstar Borrower will give the Nexstar 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 (as defined in the Nexstar Credit
Agreement).
  7.           The
Nexstar Borrower shall, and shall cause each of the Nexstar 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 Nexstar Entity except to the extent otherwise permitted pursuant to
Section 7.04 of
the Nexstar Credit Agreement.  The Ultimate Nexstar 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 Nexstar 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 Schedule5.17 to the
Nexstar Credit Agreement, except as otherwise permitted pursuant to Section 7.04 of the
Nexstar Credit Agreement.
  8.  The
Nexstar Borrower will, and will cause each of the Nexstar Entities to, cause to
be done at all times all things necessary to maintain and preserve the rights
and franchises of the Nexstar 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 Nexstar Credit
Agreement).
  9.  The
Nexstar Borrower will, and will cause each of the 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 any 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.
  10.           The
Nexstar Borrower will, and will cause each of the 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 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 Nexstar Administrative Agent, on behalf of the Nexstar
Lenders and Secured Parties (as defined in the Nexstar Credit Agreement), as an
additional insured or loss payee, as the case may be, under all such insurance
policies.
  11.           The
Nexstar Borrower will, and will cause each of the 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 (as
defined in the Nexstar Credit Agreement).
  12.           (a)
The Nexstar 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.  The Nexstar 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  (as defined in the Nexstar Credit Agreement) under Section 8.01 of
the Nexstar Credit Agreement, any Lender (as defined in the Nexstar 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 Nexstar
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 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 (as defined
in the Nexstar Credit Agreement) or its representatives pursuant to the
foregoing, such fees and costs of the Nexstar Borrower's and Nexstar Entities'
accountants to be paid by the Nexstar 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 Nexstar
Borrower);  (b) Notwithstanding the foregoing or anything in the
Nexstar Credit Agreement or in any Nexstar 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 Nexstar Credit Agreement), the Nexstar 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 Nexstar Credit Agreement), such costs and expenses
incurred by the Nexstar 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 Nexstar Borrower; (c)
Notwithstanding the foregoing or anything in the Nexstar Credit Agreement or in
any Nexstar Loan Document to the contrary, subsection (b)(i) preceding and the
limitations in subsection (a) preceding shall not apply to the Restructuring
Advisor.  The Nexstar 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 (as defined in the Nexstar 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 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 (as defined in the Nexstar 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 Nexstar Borrower.  The Nexstar Borrower shall promptly
pay all invoiced costs and expenses of any Restructuring Advisor engaged by the
Nexstar Administrative Agent and incurred from time to time (regardless of
whether there has occurred an Event of Default (as defined in the Nexstar Credit
Agreement)).
  13.           The
Nexstar Borrower shall use, or cause its Subsidiaries to use, the proceeds of
the Nexstar Loans after the First Amendment Effective Date for Capital
Expenditures (as defined in the Nexstar Credit Agreement) permitted to be made
under the Nexstar Credit Agreement, working capital and other general corporate
requirements of the Nexstar Borrower and its Subsidiaries.
  14.           The
Nexstar Borrower will, and will cause each of the Nexstar Entities to, 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 31, September 30 and December
31 of each year.
  15.           (a)
The Nexstar Borrower will, and will cause all other Nexstar Entities and Credit
Parties to, grant to the Nexstar Collateral Agent or the Nexstar Administrative
Agent, at the request of the Nexstar Administrative Agent, for the benefit of
the Secured Parties (as defined in the Nexstar Credit Agreement), security
interests and mortgages in such assets and properties of the Nexstar Entities as
are not covered by the Nexstar Security Documents, and as may be requested from
time to time by the Nexstar Administrative Agent or the Majority Lenders (as
defined in the Nexstar Credit Agreement) (collectively, the "Nexstar Additional Security
Documents").  All such security interests and mortgages shall
be granted pursuant to documentation reasonably satisfactory in form and
substance to the Nexstar Administrative Agent and the Nexstar 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 Nexstar Credit
Agreement).  The Nexstar 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 Nexstar Collateral Agent or the Nexstar Administrative
Agent, at the request of the Nexstar 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
Nexstar Borrower will, and will cause all other Nexstar Entities to, at the
expense of the Nexstar Borrower, make, execute, endorse, acknowledge, file
and/or deliver to the Nexstar Collateral Agent or the Nexstar Administrative
Agent, at the request of the Nexstar 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 Nexstar Security
Documents or any Nexstar Additional Security Documents as the Nexstar Collateral
Agent or the Nexstar Administrative Agent, at the request of the Nexstar
Administrative Agent, may reasonably require and as are reasonably satisfactory
to the Nexstar Borrower.  Furthermore, the Nexstar Borrower shall
cause to be delivered to the Nexstar
   
  Collateral
Agent or the Nexstar Administrative Agent, at the request of the Nexstar
Administrative Agent, such opinions of counsel, title insurance and other
related documents as may be reasonably requested by the Nexstar Collateral Agent
or the Nexstar Administrative Agent, at the request of the Nexstar
Administrative Agent, to assure itself that this provision has been complied
with.  Notwithstanding anything herein or in any Nexstar 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 Nexstar 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 Nexstar 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 Nexstar 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 Nexstar 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 Nexstar 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)            Each
Nexstar Entity will, and will cause each other Nexstar Entity and all the Credit
Parties to, at the expense of the Nexstar Borrower. within 90 days after
requested in writing by the Nexstar Administrative Agent in its sole discretion,
an appraisal of any one or more of the Real Properties of any Credit Party
requested by the Nexstar 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 Nexstar Administrative Agent and which
shall be in form and substance reasonably satisfactory to the Nexstar
Administrative Agent;
  (d)           If
at any time Nexstar Entity or any other Credit Party creates or acquires any
additional Subsidiary, such Nexstar Entity, will promptly notify the Nexstar
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 Nexstar Credit Agreement) (provided that nothing in this
provision shall be deemed to permit the formation, creation or acquisition of
any additional Subsidiary).
   
  (e)           Each
of the Nexstar Entities 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 Nexstar Administrative Agent
or the Majority Lenders (as defined in the Nexstar Credit Agreement) or required
to be taken by the applicable Nexstar Entity pursuant to the terms of this
Schedule.
  (f)           Each
of the Nexstar Entities agrees that upon the request of the Nexstar
Administrative Agent following the occurrence and during the continuance of a
Default (as defined in the Nexstar Credit Agreement), the Nexstar Borrower
shall, at the Nexstar Borrower’s expense:
  (i)           promptly
upon request therefor but in no event later than 10 days after such request,
furnish to the Nexstar Administrative Agent a description of the real and
personal properties of the Credit Parties and their respective Subsidiaries in
detail reasonably satisfactory to the Nexstar 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 Nexstar 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 Nexstar
Administrative Agent (including delivery of all Pledged Collateral (as defined
in the Nexstar Credit Agreement) in and of such Credit Party), and other
instruments securing payment of all the Nexstar Obligations of the Credit
Parties under the Loan Documents and Nexstar 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
Nexstar Administrative Agent to vest in the Nexstar Collateral Agent or the
Nexstar Administrative Agent, at the request of the Nexstar Administrative
Agent, (or in any representative of the Nexstar 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 Nexstar Administrative Agent, upon the request of the Nexstar
Administrative Agent in its sole discretion, a signed copy of an opinion,
addressed to the Nexstar Administrative Agent and the other Secured Parties (as
defined in the Nexstar Credit Agreement), of counsel for Credit Parties as to
the matters contained in clauses (B) and (C) above, and as to such
   
  other
matters as the Nexstar Administrative Agent may reasonably request, in each case
acceptable to the Nexstar Administrative Agent, and
  (v)           as
promptly as practicable after such request, deliver, upon the request of the
Nexstar Administrative Agent in its sole discretion, to the Nexstar
Administrative Agent with respect to each parcel of real property owned or held
by the Nexstar 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 Nexstar Administrative Agent,
provided, however, that to the extent that any Nexstar 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 Nexstar Administrative Agent.
  (g)           At
any time upon request of the Nexstar Administrative Agent, the Nexstar Entities
will, will cause all other Credit Parties to, at the expense of the Nexstar
Borrower, promptly execute and deliver any and all further instruments and
documents and take all such other action as the Nexstar 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
Nexstar Borrower will, and will cause each of the Nexstar Entities to, comply
fully and timely with Section 6.17 to
the Nexstar Credit Agreement with respect to those properties and assets of the
Nexstar Entities subject thereto.
  17.           (a)           The
Nexstar Borrower will, and will cause each of the Nexstar Entities to, promptly
after delivery of the items required by Section 6.17 hereof
but not later than December 31, 2009, deliver to the Nexstar 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 Nexstar Credit Agreement and the other
Nexstar Loan Documentsto
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 Nexstar Entities 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 (as defined in the Nexstar Credit Agreement), deliver to the
Nexstar Administrative Agent a completed request for information listing such
financing statement and all other effective financing statements filed in such
jurisdiction that name any Nexstar Entity as debtor, together with copies of
such other financing statements.
  18.           The
Nexstar Borrower will, and will cause each of the Nexstar Entities to, designate
all Nexstar 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 Nexstar Borrower or any other Nexstar Entity (including,
without limitation, guaranties) and all supplemental indentures
thereto.
   
  19.           Commencing
November 15, 2009, the Nexstar Borrower will, and will cause each of the 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) to
the Nexstar Credit Agreement, but only so long as each of such accounts listed
on Schedule
6.17(b) to the Nexstar Credit Agreement has daily amounts averaging
an amount to be agreed upon by the Nexstar Administrative Agent and the Nexstar
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 Nexstar Administrative Agent for the benefit of the Secured Parties (as
defined in the Nexstar Credit Agreement) (on terms and conditions and subject to
documentation acceptable to the Nexstar Administrative Agent).
  20.           The
Nexstar Borrower will, and will cause each of the 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 none of
the Nexstar Entities 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
Nexstar Borrower will, and will cause each of the Nexstar Entities to, at the
request of the Nexstar Administrative Agent from time to time, provide to the
Nexstar Lenders within 60 days after such request, at the expense of the Nexstar
Borrower, an environmental site assessment report for any of its properties
described in such request, prepared by an environmental consulting firm
acceptable to the Nexstar 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 Nexstar
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 Nexstar
Administrative Agent may retain an environmental consulting firm to prepare such
report at the expense of the Nexstar Borrower, and the Nexstar 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 Nexstar Administrative
Agent, the Nexstar 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
Nexstar Borrower will, and will cause each of the Nexstar Entities to, and shall
use their best efforts to cause each Mission Entity to, promptly upon request by
the Nexstar Administrative Agent, or any Lender (as defined in the Nexstar
Credit Agreement) through the Nexstar Administrative Agent, (a) correct any
material defect or error that may be discovered in any Nexstar 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 Nexstar Administrative Agent, or any Lender (as defined
in the Nexstar Credit Agreement) through the Nexstar Administrative Agent, may
reasonably require from time to time in order to (i) carry out more effectively
the purposes of the Nexstar 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 Nexstar Security Documents, (iii) perfect and maintain the
validity, effectiveness and priority of any of the Nexstar Security Documents
and any of the Liens intended to be created thereunder, (iv) provide to the
Nexstar 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 Nexstar Administrative Agent and (v) assure,
convey, grant, assign, transfer, preserve, protect and confirm more effectively
unto the Secured Parties (as defined in the Nexstar Credit Agreement) the rights
granted or now or hereafter intended to be granted to the Secured Parties (as
defined in the Nexstar Credit Agreement) under any Nexstar Loan Document or
under any other instrument executed in connection with any Nexstar 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 Nexstar Borrower
shall only be required to use its commercially reasonable efforts to obtain such
consents or acknowledgments.
  23.  The
Nexstar Borrower will, and will cause each of the Nexstar Entities to, make all
payments and otherwise perform all obligations in respect of all leases of real
property to which the Nexstar 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 Nexstar Administrative Agent of any default by any party with respect
to such leases and cooperate with the Nexstar 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 Nexstar Credit Agreement).
  24.           The
Nexstar Borrower shall, and shall cause each of the Nexstar Entities to, use
reasonable efforts to cooperate with the Restructuring Advisor in all respects
with respect to any matters in relation to the Nexstar Loans, Credit Events (as
defined in the Nexstar Credit Agreement) and the Nexstar 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 of the
Nexstar Credit Agreement.
  25.           The
Nexstar Borrower will not 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.
  26.           The
Nexstar Borrower will not, and will not permit any Nexstar Entity or 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 in existence on the
First Amendment Effective Date and disclosed on Schedule 7.02 of the
Nexstar Credit Agreement; (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 of the
Nexstar Credit Agreement; (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 (as defined in the
Nexstar Credit Agreement) (i) described in the New Mortgage Policies (as defined
in the Nexstar 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 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 Nexstar 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 Nexstar Credit Agreement, 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 the Nexstar Credit 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 Nexstar Security Documents.
  27.  The
Nexstar Borrower will not, and will not suffer or permit any Nexstar Entity 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 Nexstar Administrative Agent
describing the Disposition and compliance by the transferee with the applicable
terms of the Nexstar Security Documents; (b) so long as no Default (as defined
in the Nexstar Credit Agreement) exists before and after giving pro forma effect
thereto, the Nexstar Borrower or any Subsidiary of the Nexstar 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) of the Nexstar Credit Agreement (except as provided in Section 2.06(b) and
Section
10.19(b) of the Nexstar 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 Nexstar 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 Nexstar Administrative Agent, the Nexstar
Borrower shall have delivered to the Nexstar Administrative Agent a certificate
of the Nexstar Borrower executed on its behalf by a Responsible Officer of the
Borrower, which
   
  certificate
shall contain (A) financial projections of the Nexstar Borrower and its
Subsidiaries attached to such certificate which have been prepared on a Pro
Forma Basis (as defined in the Nexstar Credit Agreement) (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 of the
Nexstar Credit Agreement, (B) a certification to the Nexstar Administrative
Agent and the Nexstar Lenders that all representations and warranties set forth
in the Nexstar Credit Agreement and the other Nexstar 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 Nexstar Credit Agreement) exists both before and after giving
effect to such Disposition; (c) Dispositions permitted by Section 7.04(c) and
(d) of the
Nexstar 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 Nexstar Credit Agreement or the other Nexstar Loan
Documents; and (e) so long as (i) no Default (as defined in the Nexstar 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 10.19(b) of
the Nexstar Credit Agreement (except as provided in Section 2.06(b) and
Section
10.19(b) of the Nexstar Credit Agreement) and (iv) any television station
owned by the  Borrower in the same market is sold by the Nexstar
Borrower concurrently with such Disposition and in accordance with the terms of
the Nexstar Credit Agreement, Dispositions consisting of Sale and Leaseback
Transactions effected on terms and conditions satisfactory to, and with the
prior written consent of, the Nexstar Administrative Agent and the Majority
Lenders (as defined in the Nexstar Credit Agreement).
  28.           The
Nexstar Borrower will not, and will not suffer or permit any Nexstar Entity to
directly or indirectly, (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 Nexstar
Entities may make Dispositions permitted under Section 7.03 of the
Nexstar Credit Agreement; (b) so long as no Default (as defined in the Nexstar
Credit Agreement) exists both before and after giving effect thereto, the
entering into by the Nexstar 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 Nexstar Administrative Agent, the
Nexstar Borrower shall have delivered to the Nexstar Administrative Agent, (1) a
certificate of the Nexstar Borrower executed on its behalf by a Responsible
Officer of the Nexstar Borrower, certifying (x) that the financial projections
attached thereto have been prepared on a Pro Forma Basis (as defined in the
Nexstar Credit Agreement) 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 (as defined in the
Nexstar Credit Agreement) 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 Nexstar Borrower may merge with and into,
or be dissolved or liquidated into, the Nexstar Borrower so long as (i) the
Nexstar Borrower is the surviving Person of any such merger, dissolution or
liquidation and (ii) the Nexstar Borrower complies with the relevant provisions
of the Nexstar Security Documents to which it is a party so that the security
interests granted to the Nexstar Collateral Agent or the Nexstar Administrative
Agent pursuant to such Nexstar 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 Nexstar
Borrower may merge with and into, or be dissolved or liquidated into, any
Wholly-Owned Subsidiary of the Nexstar Borrower that is a Guarantor so long as
(i) such Wholly-Owned Subsidiary of the Nexstar 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 Nexstar
Security Documents to which it is a party so that the security interests granted
to the Nexstar Collateral Agent or the Nexstar Administrative Agent pursuant to
such Nexstar 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 Nexstar 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 Nexstar Administrative Agent and/or Nexstar Collateral Agent
for the benefit of the Secured Parties (as defined in the Nexstar Credit
Agreement) to secure the Nexstar Obligations, (ii) not less than 5 Business Days
prior to the entering into of such agreement, the Nexstar Borrower shall have
delivered to the Nexstar Administrative Agent a certificate of the Nexstar
Borrower executed on its behalf by a Responsible Officer of the Nexstar
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 Nexstar
Administrative Agent and (C) a certification that no Default (as defined in the
Nexstar Credit Agreement)  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.
  29.           The
Nexstar Borrower will not, and will not suffer or permit any other Nexstar
Entity to, create, incur, issue, assume, suffer to exist, or otherwise become or
remain directly or indirectly liable with respect to, any Indebtedness, except:
(l) Indebtedness existing on the First Amendment Effective Date and described on
Schedule
7.05(l) to the Nexstar 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;
(m) Indebtedness incurred pursuant to any Nexstar Loan Document; (n)
Indebtedness of any Nexstar Entity owing
   
  to the
Nexstar 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 of the
Nexstar Credit Agreement and (ii) is not subordinated to any other Indebtedness
of the obligor (other than the Nexstar Obligations); (o) so long as no Event of
Default (as defined in the Nexstar Credit Agreement) exists both before and
after giving effect to the incurrence thereof, Indebtedness of the Nexstar
Borrower and/or its Subsidiaries secured by Liens permitted bySection 7.02(h) of
the Nexstar 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;
(p) so long as no Event of Default (as defined in the Nexstar 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 Borrower is in compliance with Section 6.15 of the
Nexstar Credit Agreement after giving effect thereto; (q) Capital Lease
Obligations and other Indebtedness (other than Indebtedness for borrowed money)
of the Nexstar Borrower and/or its Subsidiaries in an amount not to exceed
$2,500,000 in the aggregate for the Nexstar 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 Nexstar 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 Nexstar 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 Nexstar Administrative Agent in its sole discretion); (s) so long as (i)
no Default(as defined in the Nexstar Credit Agreement) exists before and after
giving effect to the incurrence thereof, (ii) such Indebtedness is issued by the
Nexstar Borrower for cash only, (iii) 100% of the Net Debt Proceeds of the
issuance of such Indebtedness is used to prepay the Nexstar Loans and Nexstar
Obligations at par in accordance with the terms of Section 2.06 and
Section 10.19
of the Nexstar Credit Agreement; (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 Nexstar Administrative Agent shall act as the collateral
agent on behalf of the Nexstar Lenders and the Holders of the Senior Second Lien
Secured Notes (if any), (vii) the Nexstar Administrative Agent shall have
received an opinion of Kirkland & Ellis, LLP or other counsel acceptable to
the Nexstar Administrative Agent in its sole discretion, as counsel to the
Nexstar Entities, in form and substance acceptable to the Nexstar 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 Nexstar Credit Agreement, the other Loan Documents and the
Nexstar 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 Nexstar
Administrative Agent shall have received an opinion of Kirkland & Ellis, LLP
or other counsel reasonably acceptable to the Nexstar Administrative Agent, as
counsel to the Nexstar Entities, in form and substance reasonably acceptable to
the Nexstar 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 Nexstar
Administrative Agent, (x) the Nexstar Borrower may incur senior second lien
secured notes on terms and conditions, and pursuant to documentation acceptable
to the Nexstar Administrative Agent in its sole discretion provided that, (1)
the Holders of the Senior Second Lien Secured Notes and the Nexstar
Administrative Agent on behalf of the Secured Parties (as defined in the Nexstar
Credit Agreement) shall have entered into an intercreditor agreement regarding
the priority of the Liens and security interests in the Collateral, among the
Secured Parties (as defined in the Nexstar Credit Agreement) 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 Nexstar Administrative Agent in its discretion, which such
Intercreditor Agreement shall address the granting of the second Liens and
security interests in the Collateral, among the Secured Parties (as defined in
the Nexstar Credit Agreement) 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 Nexstar
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 Section 7.05(s) of
the Nexstar Credit Agreement and the issuance of the Senior Second Lien Secured
Notes may be made by the Nexstar Administrative Agent in its discretion, and the
Majority Revolver Lenders  (as defined in the Nexstar Credit
Agreement), providedthat,
nothing in such amendment, consent, waiver or modification shall effectuate any
change which would otherwise require the consent of each of the Nexstar Lenders
or any specific Lender (as defined in the Nexstar Credit Agreement) or agent in
accordance with the terms hereof; or (z) the Nexstar Borrower or the Ultimate
Nexstar Parent may incur unsecured and contractually subordinated Indebtedness
on terms and conditions, and pursuant to documentation acceptable to the Nexstar
Administrative Agent in its sole discretion (including, without limitation, the
subordination terms and conditions and the documentation related thereto)
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 Nexstar Loans and Loans are paid in full and the Aggregate Revolving
Commitment and Nexstar Aggregate Revolving Commitment has been terminated and
all other Obligations and Nexstar 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 Nexstar Administrative Agent, the Holders of the
Subordinated Notes and the Nexstar Administrative Agent on behalf of the Secured
Parties (as defined in the Nexstar Credit Agreement) 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 Nexstar
Administrative Agent in its discretion and (4) any amendment, waiver, consent or
other modification to this Agreement, the Nexstar Credit Agreement, the Loan
Documents or any other
   
  Nexstar
Loan Document necessary in order to effectuate the intent of Section 7.05(s) of
the Nexstar Credit Agreement and the issuance of the Subordinated Notes may be
made by the Nexstar Administrative Agent in its discretion, and the Majority
Revolver Lenders  (as defined in the Nexstar Credit Agreement), providedthat,
nothing in such amendment, consent, waiver or modification shall effectuate any
change which would otherwise require the consent of each of the Nexstar Lenders
or any specific Lender (as defined in the Nexstar Credit Agreement) 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 Nexstar Borrower shall have delivered to the Nexstar Administrative
Agent (1) a certificate of the Nexstar Borrower executed on its behalf by a
Responsible Officer of the Nexstar Borrower, certifying (x) compliance with each
of the financial covenants contained in Section 7.09 of the
Nexstar Credit Agreement, based on financial projections of the Nexstar Borrower
and its Subsidiaries attached to such certificate which have been prepared on a
Pro Forma Basis (as defined in the Nexstar Credit Agreement) 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 (as defined in the Nexstar Credit
Agreement) exists or will exist both before and after giving effect to the
incurrence of such Indebtedness, and (2) a Pro Forma Compliance
Certificate  (as defined in the Nexstar Credit Agreement) of the
Nexstar 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
10.19(f); and
(t) so long as no Default (as defined in the Nexstar Credit Agreement) exists
both before and after giving effect thereto, Indebtedness of the Ultimate
Nexstar 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.
  30.           The
Nexstar Borrower will not, and will not suffer or permit any other Nexstar
Entity 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 the Nexstar 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 unless such transaction, arrangement or contract is on terms
which are specifically permitted by the Nexstar Credit 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
Nexstar Credit Agreement.
  31.           The
Nexstar Borrower will not use any portion of the proceeds of the Nexstar Loans
or any Nexstar 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.
  32.           The
Nexstar Borrower will not, and will not permit any other Nexstar Entity to
violate any Environmental Law to an extent sufficient to give rise to a Material
Adverse Effect (as defined in the Nexstar Credit Agreement); and, without
limiting the foregoing, the Nexstar Borrower will not, and will not permit 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 (as defined in the Nexstar
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 Nexstar Credit Agreement) and except and
unless adequate reserves have been established and are being maintained on its
books in accordance with GAAP.
  33. The
Nexstar Borrower shall not permit the Consolidated Total Leverage Ratio at any
time during any period set forth below to exceed the ratio set forth opposite
such period below:
  Period
              
              RatioJuly
      1, 2009 through and including September 30, 2009
              
              6.75
      to 1.00October
      1, 2009 through and including December 31, 2009
              
              8.75
      to 1.00January
      1, 2010 through and including March 31, 2010
              
              9.50
      to 1.00April
      1, 2010 through and including June 30, 2010
              
              10.25
      to 1.00July
      1, 2010 through and including September 30, 2010
              
              9.25
      to 1.00October
      1, 2010 through and including March 31, 2011
              
              7.75
      to 1.00April
      1, 2011 and thereafter
              
              6.00
      to 1.00
 
  The
Nexstar Borrower shall not permit the Consolidated Senior Leverage Ratio at any
time during any period set forth below to exceed the ratio set forth opposite
such period below:
  Period
              
              RatioJuly
      1, 2009 through and including September 30, 2009
              
              5.50
      to 1.00October
      1, 2009 through and including December 31, 2009
              
              7.00
      to 1.00January
      1, 2010 through and including March 31, 2010
              
              7.00
      to 1.00April
      1, 2010 through and including June 30, 2010
              
              7.50
      to 1.00July
      1, 2010 through and including September 30, 2010
              
              6.75
      to 1.00October
      1, 2010 through and including March 31, 2011
              
              5.50
      to 1.00April 1, 2011and
      thereafter
              
              4.00
      to 1.00
 
   
   
  The
Nexstar Borrower shall not permit the Consolidated Interest Coverage Ratio at
any time during any period set forth below to be less than the ratio set forth
opposite such period below:
  Period
              
              RatioJuly
      1, 2009 through and including June 30, 2010
              
              1.75
      to 1.00July
      1, 2010 and thereafter
              
              2.00
      to 1.00
 
  The
Nexstar Borrower shall not permit the Consolidated Fixed Charge Coverage Ratio
at any time to be less than 1.15 to 1.00.  The Consolidated Total
Leverage Ratio, the Consolidated Senior Leverage Ratio, the Consolidated
Interest Coverage Ratio and the Consolidated Fixed Charge Coverage Ratio are
herein referred to as the "Nexstar Financial Covenants").  The Nexstar
Financial Covenants are incorporated herein by this reference with appropriate
substitutions (including all exhibits, schedules and defined terms referred to
therein, as the same may be amended, supplemented, restated or otherwise
modified from time to time) with the same effect as though set forth herein in
their entirety, and all such Nexstar Financial Covenants so incorporated shall
survive any termination, cancellation, discharge or replacement of the Nexstar
Credit Agreement.
  34. The
Nexstar Borrower will not, and will permit any other Nexstar Entity to make any
Restricted Payment, except: (a) so long as no Default (as defined in the Nexstar
Credit Agreement) exists both before and after giving effect to such
repurchases, the Ultimate Nexstar Parent may repurchase equity interests in the
Ultimate Nexstar Parent from former employees of the Nexstar Entities in an
aggregate amount for all such repurchases pursuant to Section 7.10(a) of
the Nexstar Credit Agreement combined not to exceed $250,000 during any Fiscal
Year, and the Subsidiaries of the Ultimate Nexstar 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
Nexstar Parent to make such repurchases; (b) the Subsidiaries of the Nexstar
Borrower may make Restricted Payments to the Nexstar Borrower or any
Wholly-Owned Subsidiary of the Nexstar Borrower; (c) so long as no Default (as
defined in the Nexstar Credit Agreement) exists both before and after the making
thereof, (i) the Nexstar 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 Nexstar
Borrower shall have delivered to the Nexstar Administrative Agent a Pro Forma
Compliance Certificate of the Nexstar Borrower prepared as of the date of the
making of each such Dividend of the Nexstar Borrower, giving effect to each such
Dividend of the Nexstar Borrower and the related payments of cash interest to be
made by Nexstar Finance Holdings as though each such Dividend of the Nexstar
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 Nexstar Borrower is to be made,
and otherwise demonstrating that no Default (as defined in the Nexstar Credit
Agreement) exists both before and after giving effect to each such Dividend and
related payments of cash interest; (d) so long as no Default (as defined in the
Nexstar Credit Agreement) exists both before and after the making thereof, the
Nexstar Borrower may make Restricted Payments constituting scheduled cash
interest due and payable with respect to any (i) Second Lien Secured Notes, (ii)
Subordinated Notes, (iii) 7%
   
  Senior
Subordinated PIK Notes due 2014, issued by the Nexstar Borrower, (iv) 7% Senior
Subordinated Notes due 2014, issued by the Nexstar Borrower and (v) Senior
Subordinated PIK Notes due 2014, issued by the Nexstar Borrower, so long as in
each case prior to the making of such payments of cash interest, the Nexstar
Borrower has delivered to the Nexstar Administrative Agent a Pro Forma
Compliance Certificate of the Nexstar 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 (as defined in the Nexstar Credit Agreement)
exists both before and after giving effect to such payment of cash interest; and
(e) so long as no Default (as defined in the Nexstar Credit Agreement) exists
both before and after the making thereof, the Nexstar Borrower may make
Restricted Payments constituting the repurchase of any of the Unsecured Notes in
accordance with the terms of Section 7.16(b) of
the Nexstar Credit Agreement and Section 7.16(c) of
the Nexstar Credit Agreement.
  35.           The
Nexstar Borrower will not, and will not suffer or permit any other Nexstar
Entity 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 Nexstar Borrower may enter into Interest Rate
Protection Agreements in compliance with Section 7.05(p) of
the Nexstar Credit Agreement; (c) advances, loans and investments in existence
on the First Amendment Effective Date and listed on Schedule 7.11 to the
Nexstar 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 First Amendment Effective
Date); (d) the Nexstar Entities may make loans and advances to their respective
employees in the ordinary course of business 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 Nexstar Borrower may make
intercompany loans and advances to any Wholly-Owned Subsidiary of the Nexstar
Borrower which is a Nexstar Entity and Guarantor; and (f) the Nexstar Borrower
may acquire Settlement Securities in good faith.
  36.           (a)
The Parent Guarantors (as defined in the Nexstar Credit Agreement) shall not
engage in any business activities other than the ownership of Capital Stock of
other Parent Guarantors (as defined in the Nexstar Credit Agreement) or the
Nexstar 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 of the
Nexstar Credit Agreement  (including by waiver or consent) and (iii)
liabilities for the payment of taxes. (b) The Nexstar Borrower and its
Subsidiaries shall not engage in any business other than the Television
Broadcasting Business.
  37.           The
Nexstar Borrower will not, and will not permit any other Nexstar Entity to, sell
or issue any of their Capital Stock to any Person; provided
that so long as there exists no Default (as defined in the Nexstar Credit
Agreement) before and after giving effect to any such issuance and the Borrower
gives the Nexstar Administrative Agent not less than 10 days notice of such
issuance (or such lesser notice as agreed to by the Nexstar Administrative
Agent), the Ultimate Nexstar 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 Nexstar Obligations and termination of the Commitments
and Nexstar 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 Nexstar
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 Nexstar Borrower as cash common
equity on terms and conditions acceptable to the Nexstar Administrative Agent
and are immediately applied by the Nexstar Borrower as a mandatory prepayment as
required by Section
2.06(e) and Section 10.19(e) of
the Nexstar Credit Agreement (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
2.06(e) and Section 10.19(e) of
the Nexstar Credit Agreement, Section 7.16(b) of
the Nexstar Credit Agreement and the other provisions of the Nexstar Credit
Agreement and the other Nexstar Loan Documents).
  38.           The
Nexstar Borrower will not, and will not permit any other Nexstar Entity 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 the Nexstar
Credit 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 Nexstar Credit Agreement), to the extent
that any such modification of such Charter Documents (as defined in the Nexstar
Credit Agreement) would be adverse to the Nexstar Lenders in any material
respect or (iii) enter into any Contractual Obligation (as defined in the
Nexstar Credit Agreement) which would prohibit or restrict the Subsidiaries of
the Nexstar Borrower or Parent Guarantors (as defined in the Nexstar Credit
Agreement) from making Dividends or Restricted Payments to the Nexstar Borrower,
or from granting Liens or security interests on assets and properties as
Collateral for the Nexstar Obligations.
  39.           The
Nexstar Borrower will not, and will not permit any other Nexstar Entity 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 Nexstar Obligations in accordance with the terms of the Nexstar Credit
Agreement and (b) as permitted in accordance with the terms of Section 7.16 of the
Nexstar Credit Agreement.
  40.           The
Nexstar Borrower will not, and will not permit any other Nexstar Entity, Credit
Party or other 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 Nexstar
Loans and Nexstar Obligations, providedthat, notwithstanding
the preceding: (a) (i) the Nexstar Borrower may prepay the Nexstar Loans at par
in accordance with the terms of Sections 2.05 and
2.06 and 10.19 of the Nexstar
Credit Agreement (subject to Section 8.01(n) of
the Nexstar Credit Agreement) and (ii) the Borrower can prepay its Loans in
accordance with the terms of this Agreement,  (b) so long as (i) there
exists no Default (as defined in the Nexstar Credit Agreement) before and after
giving effect to (A) the issuance of common Capital Stock of the Ultimate
Nexstar Parent, and (B) such transaction, (ii) the Nexstar Borrower delivers
written notice thereof to the Nexstar Administrative Agent in detail acceptable
to the Nexstar Administrative Agent not less than 30 days prior to such
transaction (or such lesser time period as agreed to by the Nexstar
Administrative Agent), (iii) the Nexstar Borrower is in full compliance with
Section 2.06(e)
and Section
10.19(e) of the Nexstar Credit Agreement and (v) the
Nexstar  Borrower delivers to the Nexstar Administrative Agent a
certificate of a Responsible Officer certifying as to each of the foregoing (i)
through (iii) in detail acceptable to the Nexstar Administrative Agent and
demonstrating pro forma compliance with all provisions of Section 7.09 of the
Nexstar Credit Agreement after giving effect to all such transactions, the
Nexstar 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 of the
Nexstar Credit Agreement, to extinguish all or any portion of the Unsecured
Notes, (c) so long as (i) there exists no Default (as defined in the Nexstar
Credit Agreement) before and after giving effect to such transaction, (ii) the
Nexstar Borrower delivers written notice thereof to the Nexstar Administrative
Agent in detail acceptable to the Nexstar Administrative Agent not less than 30
days prior to such transaction (or such lesser time period as agreed to by the
Nexstar Administrative Agent), (iii) Liquidity (as defined in the Nexstar Credit
Agreement) after giving effect to any such use is not less than $20,000,000 on
such date, (iv) the Nexstar Borrower is in full compliance with Section 2.06(d) and
Section
10.19(d) of the Nexstar Credit Agreement and (v) the Borrower delivers to
the Nexstar Administrative Agent a certificate of a Responsible Officer
certifying as to each of the foregoing (i) through (iv) in detail acceptable to
the Nexstar Administrative Agent and demonstrating pro forma compliance with all
provisions of Section
7.09 of the Nexstar Credit Agreement after giving effect to all such
transactions, the Nexstar Borrower may, commencing with the Excess Cash Flow (as
defined in the Nexstar Credit Agreement) for the Fiscal Quarter ending December
31, 2009, use up to 20% of the quarterly Excess Cash Flow (as defined in the
Nexstar Credit Agreement) of the Nexstar Borrower for each Fiscal Quarter of the
Nexstar Borrower to extinguish all or any portion of the Unsecured Notes, providedthat,
notwithstanding the foregoing, in no event shall the aggregate amount of Excess
Cash Flow (as defined in the Nexstar Credit Agreement) of the Nexstar Borrower
used under this subsection (d) to repurchase and extinguish all or any portion
of the Unsecured Notes from and after the First Amendment Effective Date exceed
$10,000,000, and (d) so long as there exists no Default (as defined in the
Nexstar Credit Agreement) 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.
  41.           The
Nexstar Entities shall not, and shall not permit any 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 Nexstar 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 Borrower is
sold in accordance with the terms of this Agreement and the other 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 Nexstar
Administrative Agent on behalf of the Secured Parties (as defined in the Nexstar
Credit Agreement) to secure the Nexstar Obligations.