9.02
Rights as a Lender
133
9.03
Exculpatory Provisions
133
9.04
Reliance by Administrative Agent
134
9.05
Delegation of Duties
134
9.06
Resignation of Administrative Agent
134
9.07
Non-Reliance on Administrative Agent and Other Lenders
135
9.08
No Other
Duties, Etc
136
9.09
Administrative Agent May File Proofs of Claim
136
9.10
Collateral and Guaranty Matters
137
9.11
Secured Cash
Management Agreements and Secured Hedge Agreements
137
9.12
Intercreditor Agreement
138 ARTICLE X.
THE GUARANTY
139
10.01
Guaranty from the Guarantor Parties
139
10.02
Guaranty Limited
142
ARTICLE XI.
MISCELLANEOUS
143
11.01
Amendment and Waivers
143
11.02
Notices; Effectiveness; Electronic Communication
146
11.03
No
Waiver; Cumulative Remedies; Enforcement
148
11.04
Expenses; Indemnity;
Damage Waiver
149
11.05
Payments Set Aside
151
11.06
Successors
and Assigns
151
11.07
Treatment of Certain Information; Confidentiality
156
11.08
Right of Setoff
157
11.09
Interest Rate Limitation
158
11.10
Counterparts; Integration; Effectiveness
158
11.11
Survival of Representations and Warranties
158
11.12
Severability
159
11.13
Replacement of Lenders
159
11.14
Governing Law; Jurisdiction;
Etc
160
11.15
WAIVER OF JURY TRIAL
161
11.16
Effectiveness
161
11.17
USA Patriot Act Notice
162
11.18
Termination
162
11.19
ENTIRE AGREEMENT
162
11.20
No Advisory or Fiduciary
Responsibility
162
11.21
Time of the Essence
163
11.22
Electronic Execution of Assignments and Certain Other Documents
163
iv
Schedules and Exhibits
SCHEDULE 1.01(A)
NEXSTAR/MISSION AGREEMENTS 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 5.09
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 5.26
ACCOUNTS AS OF SECOND AMENDMENT
EFFECTIVE DATE SCHEDULE 6.17(a)
STATIONS WITH TOWERS AND TRANSMITTERS
SCHEDULE 6.17(a)(i)
REAL PROPERTY REQUIRING AMENDMENTS SCHEDULE 7.02(l)
LIENS EXISTING ON THE FIRST AMENDMENT EFFECTIVE DATE SCHEDULE 7.05(a)
EXISTING INDEBTEDNESS ON THE FIRST AMENDMENT EFFECTIVE DATE SCHEDULE 7.06
EXISTING AFFILIATE TRANSACTIONS ON THE FIRST AMENDMENT EFFECTIVE DATE
SCHEDULE 7.10
INVESTMENTS ON THE FIRST AMENDMENT EFFECTIVE DATE
SCHEDULE 8.01(A)
NEXSTAR ENTITIES REPRESENTATIONS AND WARRANTIES
SCHEDULE 8.01(B)
NEXSTAR ENTITIES COVENANTS SCHEDULE 11.02
ADMINISTRATIVE
AGENT'S OFFICE; CERTAIN ADDRESSES FOR NOTICES SCHEDULE 11.06
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 Agreement EXHIBIT D-3
Form of
Confirmation Agreement for the Mission Guaranty of Nexstar Obligations
EXHIBIT D-4
Form of Confirmation Agreement for the Nexstar Guaranty of Mission
Obligations EXHIBIT D-5
Form of Confirmation Agreement for the Smith Pledge
Agreement 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 Subsidiary Guaranty Agreement
EXHIBIT J
Form of Term B Loan Note EXHIBIT K
Form of Term B Loan Notice
EXHIBIT L
Form of 2010 Intercreditor Agreement
v
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 1, 2005, is
among MISSION