FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 1, 2014 (this "Fifth Amendment"), is by and among (a) MISSION BROADCASTING, INC. (the "Borrower"), a Delaware corporation, (b) each of the Revolving Credit Lenders, (c) the Majority Lenders and (d) BANK OF AMERICA, N.A., as administrative agent (the "Administrative Agent") for itself and the other Lenders party to that certain Fourth Amended and Restated Credit Agreement, dated December 3, 2012 (as amended, supplemented, and restated or otherwise modified and in effect from time to time, prior to the date hereof, the "Existing Credit Agreement", and as amended hereby, the "Credit Agreement"), by and among the Borrower, the lending institutions party thereto (the "Lenders") and the Administrative Agent.  Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.

WHEREAS, on the date hereof (prior to giving effect to the amendments set forth in Section 3 below but after giving effect to the provisions of Section 2 below), the Borrower has reduced the Revolving Commitments by $22,000,000 so that the Existing Credit Agreement provides for (i) Revolving Credit Commitments in an aggregate principal amount of up to $8,000,000 and (ii) Term B-2 Loans in the outstanding principal amount of $230,522,487.78.

WHEREAS, the Nexstar Borrower is entering into a new Sharing Arrangement with Marshall Broadcasting Group, Inc. ("Marshall Broadcasting"), and in connection therewith the Administrative Agent and certain of the Lenders have agreed to provide a credit facility to Marshall Broadcasting, such facility to be on terms and conditions and subject to documentation in all respects comparable to the Revolving Credit Facility;

WHEREAS, the Borrower has proposed to amend the Existing Credit Agreement such that the new facility to Marshall Broadcasting is integrated into the Existing Credit Agreement in a comparable manner to the Revolving Credit Facility;

WHEREAS, Section 10.01 of the Existing Credit Agreement provides that the Loan Parties may amend the Existing Credit Agreement with the consent of the Majority Lenders;

WHEREAS, in connection with the Fifth Amendment, (1) Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, RBC Capital Markets,¹ and Wells Fargo Securities, LLC are Joint Lead Arrangers and Joint Bookrunners and (2) Bank of America, N.A. is Administrative Agent;

WHEREAS, on the date hereof, the parties hereto desire to enter into this Fifth Amendment to make certain amendments to the Existing Credit Agreement;

NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

5.03            Governmental Authorization; Other Consents.  No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Nexstar Entity of this Agreement or any other Loan Document, other than (i) the filing of certain of the Loan Documents with the FCC after the Closing Date, and (ii) the prior approval of the FCC, as may be required for the Lenders to exercise certain of their rights with respect to the Stations and the Shared Service Party Stations, (b) as of the Closing Date, the grant by any Nexstar Entity of the Liens granted by it pursuant to the Security Documents, (c) as of the Closing Date, the perfection or maintenance of the Liens created under the Security Documents (including the priority thereof), (d) approvals, consents, exceptions, authorization, action, notice or filing under securities laws or (e) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Security Documents except for (i) filings necessary to perfect the Liens on the Collateral granted by the Nexstar Entities in favor of the Secured Parties from and after the Closing Date, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not, individually or in the aggregate for the Nexstar Entities, the Mission Entities and the Marshall Entities, reasonably be expected to have a Material Adverse Effect.

5.17            Use of Proceeds.  The proceeds of the Revolving Credit Loans shall be used to finance general corporate and working capital purposes of the Borrower, any of its Restricted Subsidiaries, and to the extent permitted by the terms of this Agreement, any of its Subsidiaries that are not Restricted Subsidiaries, (including, to the extent permitted hereunder, Investments, Sharing Arrangements, Capital Expenditures and Restricted Payments) and the funding of any original issue discount in accordance with the terms set forth herein; provided that in no event shall the proceeds of the Credit Extensions be used in contravention of any Law or of any Loan Document.  The proceeds of the Term A Loans shall be used in a manner consistent with the uses set forth in Section 6.12(c).  The proceeds of the Term B-2 Loans shall be used to finance general corporate and working capital purposes.

(a)            Each Nexstar Entity, and each Restricted Subsidiary of each such entity, holds such validly issued Broadcast Licenses as are necessary to operate the Stations as they are currently operated, and each such Broadcast License is in full force and effect (it being recognized that, as indicated on Schedules 5.22 as of the Closing Date, certain Stations may, from time to time, operate pursuant to Special Temporary Authority granted by the FCC).  To the Borrower's knowledge, each Shared Services Party holds such validly issued Broadcast Licenses as are necessary to operate the Shared Services Party Stations as they are currently operated.  As of the Closing Date, the Stations, together with Broadcast Licenses, are identified on Schedule 5.22, and each such Broadcast License has the expiration date set forth on Schedule 5.22.

(b)            No Nexstar Entity has knowledge of any condition imposed by the FCC as part of any Broadcast License which is neither set forth on the face thereof as issued by the FCC nor contained in the Communications Laws applicable generally to stations of the type, nature, class or location of the Station or Shared Services Party Station in question.  Except as otherwise set forth on Schedules 5.22 and 5.22(c) as of the Closing Date, each Station, and, to the Borrower's knowledge, each Shared Services Party Station has been and is being operated in all material respects in accordance with the terms and conditions of the Broadcast Licenses applicable to it and the Communications Laws.

(c)            Except as otherwise set forth on Schedule 5.22(c) as of the Closing Date, no proceedings are pending or, to the knowledge of any Nexstar Entity or any Restricted Subsidiary are threatened which may result in the revocation, modification, non‑renewal or suspension of any applicable Broadcast License of such Nexstar Entity, 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, to the Borrower's knowledge, any Shared Services Party Station or its operation, other than (i) any proceedings which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) proceedings affecting the television broadcasting industry in general.

(d)            All reports, applications and other documents required to be filed by the Nexstar Entities and their Restricted Subsidiaries with the FCC with respect to the Stations, and, to the Borrower's knowledge, Shared Services Party 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 Schedule 5.22(c) as of the Closing Date, no Nexstar Entity nor any Restricted Subsidiary of a Nexstar Entity has knowledge of any matters which could reasonably be expected to result in the suspension or revocation of or the refusal to renew any Broadcast License or the imposition on any Nexstar Entity or any Restricted Subsidiary of any material fines or forfeitures by the FCC, or which could reasonably be expected to result in the revocation, rescission, reversal or material adverse modification of the authorization of any Broadcast License.

(e)            There are no unsatisfied or otherwise outstanding citations issued by the FCC with respect to any Station or its operations, or, to the Borrower's knowledge, any Shared Services Party Station or its operations.

(f)            Non‑U.S. voting interests held, directly or indirectly, are less than 25 percent of the Ultimate Parent's total voting interests, and the total equity of the Ultimate Parent held by non‑U.S. citizens, directly or indirectly, is less than 25 percent of the Ultimate Parent's total equity.

5.23            Nexstar/Mission Agreements; Nexstar/Marshall Agreements.  All Nexstar/Mission Agreements and Nexstar/Marshall Agreements in effect on the Fifth 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.

5.25            Cross Collateralization, Cross Default and Cross Guaranties of the Nexstar and Marshall Entities.

(a)            Cross Default.  The provisions of this Agreement are effective to provide that the occurrence of a Marshall Event of Default under the Marshall Credit Agreement will result in an Event of Default under this Agreement.

(b)            Cross Guaranties.  The Nexstar Guaranty of Marshall Obligations is effective to bind the Nexstar Entities to an unconditional guarantee of the Marshall Obligations and is a legal, valid and binding obligation of the Nexstar Entities, enforceable against each such Nexstar Entity in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity.

(c)            Cross Collateralization.  The Nexstar Security Agreement, Nexstar Pledge Agreements and Mortgages are effective to create for the benefit of the Secured Parties legal, valid and enforceable Liens on, and security interests in, the Collateral to secure payments of all or any portion of the Marshall Obligations and the Obligations.

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

 

Each of the undersigned Guarantors and Pledgors hereby (a) acknowledges and consents to the foregoing Fifth Amendment and the Mission Entities' execution thereof; (b) joins the foregoing Fifth Amendment for the purpose of consenting to and being bound by the provisions thereof, (c) ratifies and confirms all of their respective obligations and liabilities under the Loan Documents to which any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure, as applicable, the Obligations of the Borrower under the Credit Agreement and (d) acknowledges and confirms that the liens and security interests granted by such Guarantor or Pledgor, as applicable, pursuant to the Loan Documents are and continue to be valid and perfected first priority liens and security interests (subject only to Permitted Liens (as defined in the Security Agreement)) that secure all of the Obligations on and after the date hereof.