Termination
172
10.19
ENTIRE AGREEMENT
172
10.20
No Advisory or Fiduciary Responsibility
172
10.21
Time of the Essence
173
10.22
Electronic Execution of Assignments and Certain Other Documents
173
iv
Schedules and Exhibits
SCHEDULE 1.01(A)
NEXSTAR/MISSION AGREEMENTS SCHEDULE 1.01(B)
PRO FORMA
ADJUSTMENTS TO CONSOLIDATED OPERATING CASH FLOW SCHEDULE 1.01(C)
DESCRIPTION
OF PERMITTED REVOLVER REALLOCATION SCHEDULE 1.01(D)
DESCRIPTION OF 2010
SENIOR SECOND LIEN SECURED NOTES SCHEDULE 2.01
COMMITMENTS SCHEDULE 5.07
ERISA COMPLIANCE SCHEDULE 5.09
OWNED AND LEASED REAL PROPERTIES SCHEDULE 5.16
FCC LICENSES SCHEDULE 5.17
SUBSIDIARIES SCHEDULE 5.17(c)
FCC DISCLOSURE
SCHEDULE 5.21
NETWORK AFFILIATION AGREEMENTS SCHEDULE 5.27
ACCOUNTS AS OF
THIRD AMENDMENT EFFECTIVE DATE SCHEDULE 6.17(a)
STATIONS WITH TOWERS AND
TRANSMITTERS SCHEDULE 6.17(a)(i)
REAL PROPERTY REQUIRING AMENDMENTS SCHEDULE
7.02
LIENS IN EXISTENCE ON THE SECOND AMENDMENT EFFECTIVE DATE SCHEDULE
7.05(l)
EXISTING INDEBTEDNESS ON THE SECOND AMENDMENT EFFECTIVE DATE SCHEDULE
7.06
EXISTING AFFILIATE TRANSACTIONS ON THE SECOND AMENDMENT EFFECTIVE DATE
SCHEDULE 7.11
INVESTMENTS ON THE SECOND AMENDMENT EFFECTIVE DATE SCHEDULE
8.01(a)
MISSION ENTITIES REPRESENTATIONS AND WARRANTIES SCHEDULE 8.01(b)
MISSION ENTITIES COVENANTS SCHEDULE 10.02
ADMINISTRATIVE AGENT'S OFFICE;
CERTAIN ADDRESSES FOR NOTICES SCHEDULE 10.06
PROCESSING AND RECORDATION FEES
EXHIBIT A
Form of Assignment and Assumption EXHIBIT B
Form of Closing Certificate
EXHIBIT C
Form of Compliance Certificate EXHIBIT D-2
Form of Confirmation
Agreement for the Pledge and Security Agreement EXHIBIT D-3
Form of
Confirmation Agreement for the Nexstar Guaranty Agreement EXHIBIT D-4
Form of
Confirmation Agreement for the Nexstar Guaranty of Mission Obligations EXHIBIT E
Form of Information Certificate EXHIBIT F
Form of Revolving Loan Note
EXHIBIT G
Form of Revolving Loan Notice EXHIBIT H
Form of Solvency
Certificate EXHIBIT I
Form of Term B Loan Note EXHIBIT J
Form of Term B
Loan Notice EXHIBIT K
Form of 2010 Intercreditor Agreement
v
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 1, 2005, is
among NEXSTAR BROADCASTING, INC., a corporation organized under the Laws of the
State of Delaware, NEXSTAR BROADCASTING GROUP, INC., a corporation organized
under the Laws of the State of Delaware, certain of its Subsidiaries from time
to time parties to this Agreement, the several banks and other financial
institutions or entities from time to time parties hereto (the "Lenders"), BANK
OF AMERICA, N.A., as the Administrative Agent for the Lenders.
RECITALS
A. The Borrower, the Ultimate Parent, the Subsidiaries of the Ultimate Parent,
the Administrative Agent, and the several banks parties thereto entered into
that certain Third Amended and Restated Credit Agreement, dated as of
December 30, 2003 (as amended through the date hereof, the "Existing Nexstar
Credit Agreement").
B. The parties wish to amend and restate the Existing Nexstar Credit Agreement,
which amendment and restatement is in extension and renewal, and not in
extinguishment or novation, of the indebtedness outstanding under the Existing
Nexstar Credit Agreement, as herein provided, it being acknowledged and agreed
by the Borrower, the Ultimate Parent and the other Parent Guarantors that the
Indebtedness under this Agreement constitutes an extension, renewal, decrease
and ratification