Exhibit 1.1
FORM OF UNDERWRITING AGREEMENT
Nexstar Broadcasting Group, Inc.
10,000,000 Shares
Class A Common Stock
UNDERWRITING AGREEMENT
dated November ., 0000
Xxxx xx Xxxxxxx Securities LLC
Bear, Xxxxxxx & Co. Inc.
Xxxxxx Brothers Inc.
UBS Securities LLC
RBC Xxxx Xxxxxxxx Inc.
Underwriting Agreement
November ., 0000
XXXX XX XXXXXXX SECURITIES LLC
BEAR, XXXXXXX & CO. INC.
XXXXXX BROTHERS INC.
UBS SECURITIES LLC
RBC XXXX XXXXXXXX INC.
As Representatives of the several Underwriters
c/o BANC OF AMERICA SECURITIES LLC
0 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Introductory. Nexstar Broadcasting Group, Inc., a Delaware corporation
(the "Company"), proposes to issue and sell to the several underwriters named in
Schedule A (the "Underwriters") an aggregate of 10,000,000 shares (the "Firm
Common Shares") of its Class A common stock, par value $.01 per share (the
"Class A Common Stock"). In addition, the Company has granted to the
Underwriters an option to purchase up to an additional 1,500,000 shares (the
"Optional Common Shares") of Class A Common Stock, as provided in Section 2. The
Firm Common Shares and, if and to the extent such option is exercised, the
Optional Common Shares, are collectively called the "Common Shares." Banc of
America Securities LLC ("BAS"), Bear, Xxxxxxx & Co. Inc., Xxxxxx Brothers Inc.,
UBS Securities LLC and RBC Xxxx Xxxxxxxx Inc. have agreed to act as
representatives of the several Underwriters (in such capacity, the
"Representatives") in connection with the offering and sale of the Common
Shares.
Concurrent with the consummation of the sale of the Common Shares as
contemplated by this Agreement, the Company will undertake a reorganization
pursuant to that certain Merger and Reorganization Agreement dated as of
November ., 2003 by and among the Company, Nexstar Broadcasting Group, LLC, the
predecessor of the Company and certain of its subsidiaries thereto and Nexstar
Finance Holdings II LLC (the "Nexstar Reorganization Agreement") whereby (i)
Nexstar Broadcasting Group, L.L.C. and certain of its direct and indirect
subsidiaries will be merged into the Company and will cease to exist, (ii) all
of the assets previously held by Nexstar Broadcasting Group L.L.C. and such
subsidiaries will be transferred to the Company, (iii) the existing preferred
membership interests in Nexstar Broadcasting Group L.L.C. will be redeemed for
cash, (iv) the existing common membership interests in Nexstar Broadcasting
Group L.L.C. will be converted into shares of the Company's Class A, Class B or
Class C common stock, as the case may be and (v) certain subsidiaries of the
Company will be merged with and into other subsidiaries of the Company. The
foregoing transactions, together with the offering of the Common Shares
contemplated by this Agreement, are collectively referred to herein as the
"Reorganization." The Class A, Class B and Class C common stock of the Company
is referred to herein as the "Common Stock." Unless the context otherwise
requires, the term "Company" includes Nexstar Broadcasting Group, Inc. and its
predecessor, Nexstar Broadcasting Group, L.L.C.
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The Company or its subsidiaries have entered into local service
agreements (as such term is used in the Prospectus (as defined below), the
"Local Service Agreements") with Mission Broadcasting, Inc. ("Mission") and its
subsidiaries, a subsidiary of Xxxxxxxx Broadcast Group, Inc. and JDG Television,
Inc. pursuant to which the Company provides various management, sales and other
non-program related services to ten television stations it currently does not
own. Of these ten television stations, two are owned by Xxxxxxxx Broadcast Group
and JGD Television, Inc., seven are owned by Mission and Mission provides
various management, sales and other services to the remaining station pursuant
to a Local Service Agreement with the owner of such station. A list of the Local
Service Agreements to which the Company or Mission is a party is found in
Appendix I hereto. In accordance with United States generally accepted
accounting principles and as further explained by and in the Registration
Statement (as defined below), Mission and its subsidiaries are considered
special purpose entities, and Mission's consolidated results of operations and
financial position are consolidated with the Company's results of operations and
financial position in the Company's consolidated financial statements as if
Mission and its subsidiaries were the Company's wholly-owned subsidiaries.
On or after the consummation of the sale of the Common Shares as
contemplated by this Agreement, the Company will acquire Quorum Broadcast
Holdings, LLC ("Quorum") pursuant to that certain Reorganization Agreement dated
as of September 12, 2003 between the Company and Quorum as amended by Amendment
No. 1 to the Reorganization Agreement dated as of November 3, 2003
(collectively, the "Quorum Merger Agreement") whereby Quorum and its direct and
indirect subsidiaries will be merged with and into the Company or one of the
Company's subsidiaries, as the case may be. Pursuant to the Quorum Merger
Agreement, (i) certain membership interests of Quorum will be redeemed for cash,
(ii) all of the remaining membership interests in Quorum will be exchanged for
shares of Class A Common Stock, and (iii) all of Quorum's outstanding
indebtedness will be repaid or refinanced by the Company, as more fully
described in the Prospectus. The foregoing transactions are collectively
referred to herein as the "Quorum Acquisition."
Quorum, directly or indirectly, owns and operates 10 television stations
and, in addition, pursuant to various Local Service Agreements, provides various
management, sales and other non-program related services to an additional 5
television stations, two of which are owned by Mission Broadcasting of Amarillo,
Inc. ("Mission of Amarillo") and three of which are owned directly or indirectly
by VHR Broadcasting, Inc. or an affiliate thereof ("VHR" and together with
Mission of Amarillo and its affiliates, the "Quorum Contractual Entities"). A
list of the Local Service Agreements to which Quorum, Mission of Amarillo or VHR
is a party is found in Appendix I hereto. In accordance with United Stated
generally accepted accounting principles and as further explained by and in the
Registration Statement (as defined below), Mission of Amarillo and VHR are
considered special purpose entities, and their consolidated results of
operations and financial position are consolidated with Quorum's results of
operations and financial position in Quorum's consolidated financial statements
as if they were Quorum's wholly-owned subsidiaries.
In connection with the Quorum Acquisition, it is contemplated that prior
to or concurrently with the completion of the Quorum Acquisition VHR will merge
with and into affiliates of Mission of Amarillo pursuant to an Agreement and
Plan of Merger dated as of September 12, 2003 among VHR Broadcasting of
Xxxxxxxx, LLC, Xxxxxx X. Xxxxxx and Kenos Broadcasting II, Inc., an Agreement
dated as of September 12, 2003 between VHR Broadcasting, Inc., Xxxxxx X. Xxxxxx
and Kenos Broadcasting, Inc. (collectively, the "VHR Merger Agreements") and
thereafter Mission of Amarillo and its affiliates will merge with and into
Mission (collectively, the "Mission Mergers"). The Quorum Acquisition and the
Mission Mergers are hereinafter referred to collectively as the "Quorum
Transactions."
Further, it is currently contemplated that on or prior to the
consummation of the Quorum Transactions, Nexstar Finance, Inc. ("Nexstar
Finance"), a wholly-owned subsidiary of the Company, will issue and sell
approximately $125,000,000 principal amount of its senior subordinated notes
(the
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"Notes") in a private placement, the proceeds of which will be used to finance
the Quorum Transactions and refinance debt under the Company's and Mission's
senior credit facilities. The Notes are expected to be guaranteed by all of
Nexstar Finance's domestic subsidiaries and Mission and its subsidiaries
(collectively, the "Note Guarantors") pursuant to their guarantees (the "Note
Guarantees"). The issuance of the Notes and the Note Guarantees and the use of
proceeds therefrom as described in the Prospectus (as defined below) are
collectively referred to herein as the "Note Transaction").
The Company and the Underwriters agree that up to 500,000 of the Firm
Common Shares to be purchased by the Underwriters (the "Directed Shares") shall
be reserved for sale by the Underwriters to certain eligible directors, officers
and employees of the Company and persons having business relationships with the
Company (collectively, the "Participants"), as part of the distribution of the
Common Shares by the Underwriters (the "Directed Share Program") subject to the
terms of this Agreement, the applicable rules, regulations and interpretations
of the National Association of Securities Dealers, Inc. (the "NASD") and all
other applicable laws, rules and regulations. The Company has selected BAS (the
"Designated Underwriter") to process the sales to the Participants under the
Directed Share Program. To the extent that such Directed Shares are not orally
confirmed for purchase by the Participants by the end of the first business day
after the date of this Agreement, such Directed Shares may be offered to the
public as part of the public offering contemplated hereby.
The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-1 (File No.
333-86994), which contains a form of prospectus to be used in connection with
the public offering and sale of the Common Shares. Such registration statement,
as amended, including the financial statements, exhibits and schedules thereto,
in the form in which it was declared effective by the Commission under the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder (collectively, the "Securities Act"), including any information
deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A
or Rule 434 under the Securities Act, is called the "Registration Statement".
Any registration statement filed by the Company pursuant to Rule 462(b) under
the Securities Act is called the "Rule 462(b) Registration Statement", and from
and after the date and time of filing of the Rule 462(b) Registration Statement
the term "Registration Statement" shall include the Rule 462(b) Registration
Statement. Such prospectus, in the form first used by the Underwriters to
confirm sales of the Common Shares, is called the "Prospectus". All references
in this Agreement to the Registration Statement, the Rule 462(b) Registration
Statement, a preliminary prospectus or the Prospectus, or any amendments or
supplements to any of the foregoing, shall include any copy thereof filed with
the Commission pursuant to its XXXXX System.
The Company hereby confirms its engagement of Xxxxxx Brothers Inc.
("Xxxxxx Brothers") as, and Xxxxxx Brothers hereby confirms its agreement with
the Company to render services as, a "qualified independent underwriter", within
the meaning of Section (b)(15) of Rule 2720 of the NASD with respect to the
offering and sale of the Common Shares. Xxxxxx Brothers, solely in its capacity
as the qualified independent underwriter and not otherwise, is referred to
herein as the "QIU". The price at which the Shares will be sold to the public
shall not be higher than the maximum price recommended by the QIU.
The Company hereby confirms its agreements with the Underwriters and the
QIU as follows:
Section 1. Representations and Warranties of the Company. The Company
hereby represents, warrants and covenants to each Underwriter as follows:
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(a) Compliance with Registration Requirements. The Registration Statement
and any Rule 462(b) Registration Statement have been declared effective by the
Commission under the Securities Act. The Company has complied to the
Commission's satisfaction with all requests of the Commission for additional or
supplemental information. No stop order suspending the effectiveness of the
Registration Statement or any Rule 462(b) Registration Statement is in effect
and no proceedings for such purpose have been instituted or are pending or, to
the best knowledge of the Company, are contemplated or threatened by the
Commission.
Each preliminary prospectus and the Prospectus when filed complied in all
material respects with the applicable provisions of the Securities Act and, if
filed by electronic transmission pursuant to XXXXX (except as may be permitted
by Regulation S-T under the Securities Act), was identical (other than with
respect to graphics and formatting) to the copy thereof delivered to the
Underwriters for use in connection with the offer and sale of the Common Shares.
Each of the Registration Statement, any Rule 462(b) Registration Statement and
any post-effective amendment thereto, at the time it became effective and at all
subsequent times, complied and will comply in all material respects with the
applicable provisions of the Securities Act and did not and will not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading.
The Prospectus (including any prospectus wrapper), as amended or supplemented,
as of its date and at all subsequent times, did not and will not contain any
untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. The representations and warranties set
forth in the two immediately preceding sentences do not apply to statements in
or omissions from the Registration Statement, any Rule 462(b) Registration
Statement, or any post-effective amendment thereto, or the Prospectus, or any
amendments or supplements thereto, made in reliance upon and in conformity with
information relating to any Underwriter furnished to the Company by the
Representatives expressly for use therein. There are no contracts or other
documents required to be described in the Prospectus or to be filed as exhibits
to the Registration Statement which have not been described or filed as
required.
(b) Offering Materials Furnished to Underwriters. The Company has
delivered to (i) counsel to the Representatives one complete manually signed
copy of the Registration Statement and of each consent and certificate of
experts filed as a part thereof, and (ii) the Representatives conformed copies
of the Registration Statement (without exhibits) and preliminary prospectuses
and the Prospectus, as amended or supplemented, in such quantities and at such
places as the Representatives have reasonably requested for each of the
Underwriters.
(c) Distribution of Offering Material By the Company. The Company has not
distributed and will not distribute, prior to the later of the Second Closing
Date (as defined below) and the completion of the Underwriters' distribution of
the Common Shares, any offering material in connection with the offering and
sale of the Common Shares other than a preliminary prospectus, the Prospectus
(including any prospectus wrapper) or the Registration Statement.
(d) The Underwriting Agreement. This Agreement has been duly authorized,
executed and delivered by the Company.
(e) Authorization of the Common Shares. The Common Shares to be purchased
by the Underwriters from the Company have been duly authorized for issuance and
sale pursuant to this Agreement and, when issued and delivered by the Company
pursuant to this Agreement, will be validly issued, fully paid and
nonassessable.
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(f) Authorization of the Reorganization, Nexstar Reorganization
Agreement. The Reorganization has been duly authorized by the Company and
Nexstar Broadcasting Group L.L.C. and the Nexstar Reorganization Agreement has
been duly authorized, executed and delivered by each party thereto, and is a
valid and binding agreement of, each party thereto, enforceable against each
party thereto in accordance with its terms, except as rights to indemnification
thereunder may be limited by applicable law and except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to or affecting the rights and remedies of creditors
or by general equitable principles.
(g) Authorization of the Quorum Acquisition; The Quorum Merger Agreement;
The VHR Merger Agreements. The Quorum Acquisition has been duly authorized by
the Company and Quorum and the Quorum Merger Agreement has been duly authorized
and upon being duly executed and delivered by the Company and Quorum, is a valid
and binding agreement of, the Company and Quorum, enforceable against the
Company and Quorum in accordance with its terms, except as rights to
indemnification thereunder may be limited by applicable law and except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights and
remedies of creditors or by general equitable principles.
Each of the VHR Merger Agreements has been duly authorized by each of the
relevant Quorum Contractual Entities, and upon being duly executed and delivered
by each party thereto, is a valid and binding agreement of each party thereto,
enforceable against each party thereto in accordance with its terms, except as
rights to indemnification thereunder may be limited by applicable law and except
as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the
rights and remedies of creditors or by general equitable principles.
(h) Authorization of the Note Transaction. The Note Transaction has been
duly authorized by Nexstar Finance and each of the Note Guarantors.
(i) No Applicable Registration or Other Similar Rights. There are no
persons with registration or other similar rights to have any equity or debt
securities registered for sale under the Registration Statement or included in
the offering contemplated by this Agreement, except for such rights as have been
duly waived.
(j) No Material Adverse Change. Except as otherwise disclosed in the
Prospectus, subsequent to the respective dates as of which information is given
in the Prospectus: (i) there has been no material adverse change, or any
development that would reasonably be expected to result in a material adverse
change, in the condition, financial or otherwise, or in the earnings, business,
operations or prospects, whether or not arising from transactions in the
ordinary course of business, of the Company, Mission and their respective
subsidiaries, considered as one entity; (ii) the Company, Mission and their
respective subsidiaries, considered as one entity, have not incurred any
material liability or obligation, indirect, direct or contingent, not in the
ordinary course of business nor entered into any material transaction or
agreement not in the ordinary course of business; and (iii) there has been no
dividend or distribution of any kind declared, paid or made by the Company or
Mission or, except for dividends paid to the Company, Mission or their
respective subsidiaries, any of their respective subsidiaries on any class of
capital stock or membership or other equity interests, or repurchase or
redemption by the Company, Mission or their respective subsidiaries of any class
of capital stock or membership or other equity interests, except as set forth in
the Registration Statement and any exhibits thereto.
Except as otherwise disclosed in the Prospectus, subsequent to the
respective dates as of which information is given in the Prospectus, to the
knowledge of the Company after due inquiry: (x) there has been no material
adverse change, or any development that would reasonably be expected to
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result in a material adverse change, in the condition, financial or otherwise,
or in the earnings, business, operations or prospects, whether or not arising
from transactions in the ordinary course of business, of Quorum, the Quorum
Contractual Entities and their respective subsidiaries, considered as one
entity; (y) Quorum, the Quorum Contractual Entities and their respective
subsidiaries, considered as one entity, have not incurred any material liability
or obligation, indirect, direct or contingent, not in the ordinary course of
business nor entered into any material transaction or agreement not in the
ordinary course of business; and (z) there has been no dividend or distribution
of any kind declared, paid or made by Quorum or the Quorum Contractual Entities
or, except for dividends paid to Quorum, the Quorum Contractual Entities or
their respective subsidiaries, any of their respective subsidiaries on any class
of capital stock or membership or other equity interests, or repurchase or
redemption by Quorum, the Quorum Contractual Entities or any of their respective
subsidiaries of any class of capital stock or membership or other equity
interests, except as set forth in the Registration Statement and any exhibits
thereto.
(k) Independent Accountants. PricewaterhouseCoopers LLP, who have
expressed their opinion with respect to the financial statements (which term as
used in this Agreement includes the related notes thereto) and supporting
schedules of the Company and of Quorum filed with the Commission as a part of
the Registration Statement and included in the Prospectus, are independent
public or certified public accountants as required by the Securities Act and the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder (collectively, the "Exchange Act").
KPMG LLP, who have expressed their opinion with respect to the combined
financial statements (which term as used in this Agreement includes the related
notes thereto) of United Broadcast Corporation and its subsidiary and Xxxxxx
Network of Alabama, Inc. filed with the Commission as a part of the Registration
Statement and included in the Prospectus, are independent public or certified
public accountants as required by the Securities Act and the Exchange Act.
(l) Preparation of the Financial Statements. The consolidated financial
statements of the Company filed with the Commission as a part of the
Registration Statement and included in the Prospectus present fairly the
financial position of the Company, Mission and their respective subsidiaries as
of and at the dates indicated and the results of their operations and cash flows
for the periods specified. Such financial statements have been prepared in all
material respects in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods involved, except as may be
expressly stated in the related notes thereto.
The consolidated financial statements of Quorum filed with the Commission
as a part of the Registration Statement and included in the Prospectus present
fairly the financial position of Quorum, the Quorum Contractual Entities and
their respective subsidiaries as of and at the dates indicated and the results
of their operations and cash flows for the periods specified. Such financial
statements have been prepared in all material respects in conformity with
generally accepted accounting principles applied on a consistent basis
throughout the periods involved, except as may be expressly stated in the
related notes thereto.
The combined financial statements of United Broadcast Corporation and its
subsidiary and Xxxxxx Network of Alabama, Inc. filed with the Commission as a
part of the Registration Statement and included in the Prospectus present fairly
the financial position of United Broadcast Corporation and its subsidiary and
Xxxxxx Network of Alabama, Inc. as of and at the dates indicated and the results
of their operations and cash flows for the periods specified. Such financial
statements have been prepared in all material respects in conformity with
generally accepted accounting principles applied on a consistent basis
throughout the periods involved, except as may be expressly stated in the
related notes thereto.
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No other financial statements or supporting schedules are required to be
included in the Registration Statement or the Prospectus. The financial data set
forth in the Prospectus under the captions "Prospectus Summary--Summary
Historical and Pro Forma Condensed Consolidated Financial Data", "Selected
Historical Consolidated Financial Data" and "Capitalization" fairly present the
information set forth therein on a basis consistent with that of the audited
financial statements included in the Registration Statement and the Prospectus.
The pro forma condensed consolidated financial statements and the related notes
thereto included in the Prospectus and the Registration Statement present fairly
the information contained therein, have been prepared in all material respects
in accordance with the Commission's rules and guidelines with respect to pro
forma financial statements and have been properly presented on the bases
described therein, and the assumptions used in the preparation thereof are
reasonable and the adjustments used therein are appropriate to give effect to
the transactions and circumstances referred to therein.
(m) Incorporation and Good Standing. Each of the Company, Mission and
their respective subsidiaries has been duly incorporated or formed and is
validly existing as a corporation or limited liability company, as the case may
be, in good standing under the laws of the jurisdiction of its incorporation or
formation and has corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectus and, in
the case of the Company, to enter into and perform its obligations under this
Agreement and the Quorum Merger Agreement. Each of the Company, Mission and
their respective subsidiaries is duly qualified as a foreign corporation to
transact business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except for such jurisdictions where the
failure to so qualify or to be in good standing would not, individually or in
the aggregate, result in a Material Adverse Change (as defined below). All of
the issued and outstanding capital stock or limited liability company membership
interests ("LLC interests"), as applicable, of each of the Company's
subsidiaries has been duly authorized and validly issued, is fully paid and
nonassessable and is owned by the Company, directly or through subsidiaries,
free and clear of any security interest, mortgage, pledge, lien, encumbrance or
claim other than those granted pursuant to the Company's senior credit
facilities. None of the outstanding capital stock or LLC interests of any
subsidiary of the Company or Mission were issued in violation of any preemptive
or similar rights of any member or other security holders of such subsidiary.
Other than the subsidiaries as set forth in Schedule B hereto, which either
individually or considered in the aggregate as a single subsidiary, do not
constitute a "significant subsidiary" as defined in Rule 1-02 of Regulation S-X,
the Company does not own or control, directly or indirectly, any corporation,
partnership, association or other entity other than the subsidiaries listed in
Exhibit 21.1 to the Registration Statement.
Each of Quorum, the Quorum Contractual Entities and their respective
subsidiaries has been duly incorporated or formed and is validly existing as a
corporation or limited liability company, as the case may be, in good standing
under the laws of the jurisdiction of its incorporation or formation and has
corporate power and authority to own, lease and operate its properties and to
conduct its business as described in the Prospectus and, in the case of Quorum,
to enter into and perform its obligations under the Quorum Merger Agreement.
Each of Quorum, the Quorum Contractual Entities and their respective
subsidiaries is duly qualified as a foreign corporation to transact business and
is in good standing in each jurisdiction in which such qualification is
required, whether by reason of the ownership or leasing of property or the
conduct of business, except for such jurisdictions where the failure to so
qualify or to be in good standing would not, individually or in the aggregate,
result in a Material Adverse Change. All of the issued and outstanding capital
stock or LLC interests, as applicable, of each of Quorum's subsidiaries has been
duly authorized and validly issued, is fully paid and nonassessable and is owned
by Quorum, directly or through subsidiaries, free and clear of any security
interest, mortgage, pledge, lien, encumbrance or claim other than those granted
pursuant to Quorum's senior credit facilities. None of the outstanding capital
stock or LLC interests of any subsidiary of Quorum or the Quorum Contractual
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Entities were issued in violation of any preemptive or similar rights of any
member or other security holders of such subsidiary. Upon consummation of the
Quorum Transactions, the Company will acquire, directly or indirectly, good and
marketable title to all of the issued and outstanding shares of capital stock
of, or membership interests in, Quorum and its subsidiaries, free and clear of
any security interest, mortgage, pledge, lien, encumbrance or claim.
As used in this Agreement, the term "Material Adverse Change" means (i)
when used in respect of any matter relating to the Company, Mission or any of
their respective subsidiaries, any material adverse change, or any development
that would reasonably be expected to result in a material adverse change, in the
condition, financial or otherwise, or in the earnings, business, operations or
prospects, whether or not arising from transactions in the ordinary course of
business, of the Company, Mission and their respective subsidiaries, considered
as one entity and (ii) when used in respect of any matter relating to Quorum,
the Quorum Contractual Entities or any of their respective subsidiaries, any
material adverse change, or any development that would reasonably be expected to
result in a material adverse change, in the condition, financial or otherwise,
or in the earnings, business, operations or prospects, whether or not arising
from transactions in the ordinary course of business, of Quorum, the Quorum
Contractual Entities and their respective subsidiaries, considered as one
entity.
(n) Capitalization and Other Capital Stock Matters. The authorized,
issued and outstanding capital stock of the Company is as set forth in the
Prospectus under the caption "Capitalization" assuming the Reorganization and
the Quorum Transactions have occurred. The Common Stock (including the Common
Shares) conforms in all material respects to the description thereof contained
in the Prospectus. All of the issued and outstanding shares of Common Stock have
been duly authorized and validly issued, are fully paid and nonassessable and
have been issued in compliance with federal and state securities laws. Upon
consummation of the Reorganization and the Quorum Acquisition, all of the shares
of Common Stock to be issued in connection therewith will have been duly
authorized and validly issued, will be fully paid and nonassessable and will
have been issued in compliance with federal and state securities laws. None of
the outstanding shares of Common Stock were, and upon consummation of the
Reorganization and the Quorum Acquisition none of the shares of Common Stock to
be issued in connection therewith will be, issued in violation of any preemptive
rights, rights of first refusal or other similar rights to subscribe for or
purchase securities of the Company. There are no authorized or outstanding
options, warrants, preemptive rights, rights of first refusal or other rights to
purchase, or equity or debt securities convertible into or exchangeable or
exercisable for, any capital stock of the Company or any of its subsidiaries
other than those accurately described in the Prospectus. The description of the
Company's stock option plan, and the options granted thereunder, set forth in
the Prospectus accurately and fairly presents the information required by the
Securities Act to be shown with respect to such plan and options.
(o) Quotation. The Common Shares have been approved for inclusion on the
Nasdaq National Market, subject only to official notice of issuance.
(p) Non-Contravention of Existing Instruments; No Further Authorizations
or Approvals Required. None of the Company, Mission, Quorum, the Quorum
Contractual Entities or any of their respective subsidiaries is in violation of
its charter, by-laws or other formation document, as the case may be, or is in
default (or, with the giving of notice or lapse of time, would be in default)
("Default") under any indenture, mortgage, loan or credit agreement, note,
contract, franchise, lease or other instrument to which the Company, Mission,
Quorum, the Quorum Contractual Entities or any of their respective subsidiaries
is a party or by which it or any of them may be bound, or to which any of the
property or assets of the Company, Mission, Quorum, the Quorum Contractual
Entities or any of their respective subsidiaries is subject (each, an "Existing
Instrument"), except for such Defaults as would not, individually or in the
aggregate, result in a Material Adverse Change. The execution and delivery by
the
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Company of this Agreement and the performance by the Company of its obligations
hereunder, the execution and delivery of the Nexstar Reorganization Agreement by
each party thereto and the performance of their obligations thereunder, the
execution and delivery of the Quorum Merger Agreement by the Company and Quorum
and the performance of their obligations thereunder, the execution and delivery
of each VHR Merger Agreement by each Quorum Contractual Entity which is a party
thereto and the performance of their obligations thereunder, consummation of the
transactions contemplated hereby, the Nexstar Reorganization Agreement, the
Quorum Merger Agreement, the VHR Merger Agreements, by the Prospectus
(including, but not limited to, the issuance and sale of the Common Shares and
the Notes and use of the proceeds therefrom and the consummation of the
Reorganization, the Quorum Transactions and the Note Transaction as described in
the Prospectus) (i) have been duly authorized by all necessary corporate action
by the Company and Quorum and will not result in any violation of the provisions
of the charter, by-laws or formation document, as the case may be, of the
Company, Mission, Quorum, the Quorum Contractual Entities, Nexstar Finance or
any of their respective subsidiaries, (ii) will not conflict with or constitute
a breach of, or Default or a Debt Repayment Triggering Event (as defined below)
under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company, Mission, Quorum, the
Quorum Contractual Entities, Nexstar Finance or any of their respective
subsidiaries pursuant to, or require the consent of any other party to, any
Existing Instrument, except for such conflicts, breaches, Defaults, liens,
charges or encumbrances as would not, individually or in the aggregate, result
in a Material Adverse Change and (iii) will not result in any violation of any
law, administrative regulation or administrative or court decree applicable to
the Company, Mission, Quorum, the Quorum Contractual Entities, Nexstar Finance
or any of their respective subsidiaries. No consent, approval, authorization or
other order of, or registration or filing with, any court or other governmental
or regulatory authority or agency, is required for the Company's execution,
delivery and performance of this Agreement, the execution, delivery and
performance of the Nexstar Reorganization Agreement by each party thereto, the
Company's and Quorum's execution, delivery and performance of the Quorum Merger
Agreement, the relevant Quorum Contractual Entities' execution, delivery and
performance of each VHR Merger Agreement and consummation of the transactions
contemplated hereby, the Nexstar Reorganization Agreement, the Quorum Merger
Agreement, the VHR Merger Agreements and by the Prospectus (including, but not
limited to, the issuance and sale of the Common Shares and the Notes and use of
the proceeds therefrom and the consummation of the Reorganization, the Quorum
Transactions and the Note Transaction as described in the Prospectus), except
such as have been already obtained or made and are in full force and effect
under the Securities Act and the rules and regulations of the Federal
Communications Commission (the "FCC") or as may be required by applicable state
securities or blue sky laws and the rules and regulations of the NASD. As used
herein, a "Debt Repayment Triggering Event" means any event or condition which
gives, or with the giving of notice or lapse of time would give, the holder of
any note, debenture or other evidence of indebtedness (or any person acting on
such holder's behalf) the right to require the repurchase, redemption or
repayment of all or a portion of such indebtedness by the Company, Mission,
Quorum, the Quorum Contractual Entities or any of their respective subsidiaries.
(q) No Material Actions or Proceedings. There are no legal or
governmental actions, suits or proceedings pending or, to the best of the
Company's knowledge, threatened (i) against or affecting the Company, Mission,
Quorum, the Quorum Contractual Entities or any of their respective subsidiaries
or (ii) which has as the subject thereof any officer or director of, or property
owned or leased by, the Company, Mission, Quorum, the Quorum Contractual
Entities or any of their respective subsidiaries, where in any such case (A)
there is a reasonable possibility that such action, suit or proceeding might be
determined adversely to the Company, Mission, Quorum, the Quorum Contractual
Entities or such subsidiary and (B) any such action, suit or proceeding, if so
determined adversely, would reasonably be expected to result in a Material
Adverse Change or adversely affect the consummation of the transactions
contemplated by this Agreement or the Quorum Merger Agreement. No material labor
10
dispute with the employees of the Company, Mission, Quorum, the Quorum
Contractual Entities or their respective subsidiaries exists or, to the best of
the Company's knowledge, is threatened or imminent.
(r) Intellectual Property Rights. The Company, Mission, Quorum, the
Quorum Contractual Entities or their respective subsidiaries own or possess
sufficient trademarks, trade names, patent rights, copyrights, domain names,
licenses, approvals, trade secrets and other similar rights (collectively,
"Intellectual Property Rights") reasonably necessary to conduct their businesses
as now conducted; and the expected expiration of any of such Intellectual
Property Rights would not result in a Material Adverse Change. None of the
Company, Mission, Quorum, the Quorum Contractual Entities or their respective
subsidiaries has received any notice of infringement or conflict with asserted
Intellectual Property Rights of others, which infringement or conflict, if the
subject of an unfavorable decision, would result in a Material Adverse Change.
None of the Company, Mission, Quorum, the Quorum Contractual Entities or any of
their respective subsidiaries is a party to or bound by any options, licenses or
agreements with respect to the Intellectual Property Rights of any other person
or entity that are required to be set forth in the Prospectus and are not
described in all material respects. None of the technology employed by the
Company, Mission, Quorum, the Quorum Contractual Entities or their respective
subsidiaries has been obtained or is being used by any of them in violation of
any contractual obligation binding on it, or to the Company's knowledge, any of
their officers, directors or employees or otherwise in violation of the rights
of any persons.
(s) All Necessary Permits, etc. The Company, Mission, Quorum, the Quorum
Contractual Entities and each of their respective subsidiaries possess such
valid and current certificates, authorizations or permits issued by the
appropriate state, federal or foreign regulatory agencies or bodies necessary to
conduct their respective businesses, and none of the Company, Mission, Quorum,
the Quorum Contractual Entities nor any of their respective subsidiaries has
received any notice of proceedings relating to the revocation or modification
of, or non-compliance with, any such certificate, authorization or permit which,
individually or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, could result in a Material Adverse Change.
(t) FCC Licenses.
(i) The Company, Mission, Quorum, the Quorum Contractual Entities and
their respective subsidiaries hold such validly issued FCC licenses and
authorizations as are necessary to operate their respective television
stations (the "Stations") as they are currently operated (collectively, the
"FCC Licenses"), and each such FCC License is in full force and effect. The
Stations and FCC Licenses of the Company, Mission, Quorum, the Quorum
Contractual Entities and their respective subsidiaries are listed on
Appendix II hereto, and each of such FCC Licenses has the expiration date
indicated on Appendix II.
(ii) The Company has no knowledge of any condition imposed by the FCC as
part of any FCC License, which condition is neither set forth on the face
thereof as issued by the FCC nor contained in the rules and regulations of
the FCC or the Communications Act of 1934, as amended (the "Communications
Act") applicable generally to stations of the type, nature, class or
location of the Station in question. 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.
(iii) No proceedings are pending or to the knowledge of the Company
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
11
Station or its operations, other than any matters which, individually or in
the aggregate, could not reasonably be expected to result in a Material
Adverse Change and proceedings affecting the television broadcasting
industry in general.
(iv) All reports, applications and other documents required to be filed
by the Company, Mission, Quorum, the Quorum Contractual Entities and
each of their respective subsidiaries with the FCC with respect to the
Stations and the Reorganization and the Quorum Transactions 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 would not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Change,
and the Company has no knowledge of any matters that would 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 the Company, Mission,
Quorum, the Quorum Contractual Entities or any of their respective
subsidiaries of any material fines or forfeitures by the FCC, or which
would reasonably be expected to result in the suspension, revocation,
rescission, reversal or modification of any Station's authorization to
operate as currently authorized under the rules and regulations of the FCC
and the Communications Act.
(v) There are no unsatisfied or otherwise outstanding citations issued
by the FCC with respect to any Station or its operations.
(u) Network Affiliation Agreements. Each of the network affiliation
agreements between the broadcast television stations owned or operated by the
Company, Mission, Quorum, the Quorum Contractual Entities or any of their
respective subsidiaries and CBS Television Network, NBC TV Network, American
Broadcasting Companies, Inc., FOX Broadcasting Company or United Paramount
Network, respectively, have been duly authorized, executed and delivered by the
Company, Mission, Quorum, the Quorum Contractual Entities or the respective
subsidiary and constitute valid and legally binding agreements of the respective
parties thereto.
(v) Local Service Agreements. The Local Service Agreements between the
Company, Mission, Quorum, the Quorum Contractual Entities or their respective
subsidiaries and the other parties thereto listed on Appendix II hereto are a
complete list of the Local Service Agreements entered into by the Company,
Mission, Quorum, the Quorum Contractual Entities or their respective
subsidiaries and have been duly authorized, executed and delivered by the
Company, Mission, Quorum, the Quorum Contractual Entities or the respective
subsidiary and constitute valid and legally binding agreements of the respective
parties thereto.
(w) Condition of Stations. All of the material properties, equipment and
systems of the Company, Mission, Quorum, the Quorum Contractual Entities and
each of their respective subsidiaries, and the Stations owned and/or operated by
them are, and all material properties, equipment and systems to be added in
connection with any contemplated Station expansion or construction will be, in a
condition which is sufficient for the operation thereof in accordance with the
past practice of the Station in question, and are and will be in compliance with
all applicable standards, rules or requirements imposed by (a) any governmental
agency or authority, including without limitation the FCC, and (b) any FCC
License, in each case except where such noncompliance or condition could not
reasonably be expected to result in a Material Adverse Change.
(x) Title to Properties. The Company, Mission, Quorum, the Quorum
Contractual Entities and each of their respective subsidiaries has good and
marketable title to all the properties and assets reflected as owned in the
financial statements referred to in Section 1(i) above (and elsewhere in the
Prospectus), in each case free and clear of any security interests, mortgages,
liens, encumbrances,
12
equities, claims and other defects, except such as do not materially and
adversely affect the value of such property and do not materially interfere with
the use made or proposed to be made of such property by the Company, Mission,
Quorum, the Quorum Contractual Entities or any of their respective subsidiaries.
The real property, improvements, equipment and personal property held under
lease by the Company, Mission, Quorum, the Quorum Contractual Entities or any of
their respective subsidiaries are held under valid and enforceable leases, with
such exceptions as do not materially interfere with the use made or proposed to
be made of such real property, improvements, equipment or personal property by
the Company, Mission, Quorum, the Quorum Contractual Entities or any of their
respective subsidiaries.
(y) Tax Law Compliance. The Company, Mission, Quorum, the Quorum
Contractual Entities and their respective consolidated subsidiaries have filed
all necessary federal, state and foreign income and franchise tax returns and
have paid all taxes required to be paid by any of them and, if due and payable,
any related or similar assessment, fine or penalty levied against any of them,
except with respect to any such state or foreign taxes where such failure to
make such filings or pay such taxes would not result in a Material
Adverse Change. The Company and Quorum have made adequate charges, accruals and
reserves in the applicable financial statements referred to in Section 1(i)
above in respect of all federal, state and foreign income and franchise taxes
for all periods as to which the tax liability of the Company, Mission, Quorum,
the Quorum Contractual Entities or any of their consolidated subsidiaries, as
the case may be, has not been finally determined.
(z) Company Not an "Investment Company". The Company has been advised of
the rules and requirements under the Investment Company Act of 1940, as amended
(the "Investment Company Act"). The Company is not, and after receipt of payment
for the Common Shares and the consummation of the Quorum Transactions, will not
be, an "investment company" within the meaning of Investment Company Act and
will conduct its business in a manner so that it will not become subject to the
Investment Company Act.
(aa) Insurance. Each of the Company, Mission, Quorum, the Quorum
Contractual Entities and their respective subsidiaries are insured by
recognized, financially sound and reputable institutions with policies in such
amounts and with such deductibles and covering such risks as are generally
deemed adequate and customary for their businesses including, but not limited
to, policies covering real and personal property owned or leased by the Company,
Mission, Quorum, the Quorum Contractual Entities or their respective
subsidiaries against theft, damage, destruction, acts of vandalism and
earthquakes. The Company has no reason to believe that it, Mission, Quorum, the
Quorum Contractual Entities or any of their respective subsidiaries will not be
able (i) to renew its existing insurance coverage as and when such policies
expire or (ii) to obtain comparable coverage from similar institutions as may be
necessary or appropriate to conduct its business as now conducted and at a cost
that would not result in a Material Adverse Change. None of the Company,
Mission, Quorum, the Quorum Contractual Entities or any of their respective
subsidiaries has been denied any insurance coverage which it has sought or for
which it has applied.
(bb) No Price Stabilization or Manipulation. The Company has not taken
and will not take, directly or indirectly, any action designed to or that might
be reasonably expected to cause or result in stabilization or manipulation of
the price of the Common Stock to facilitate the sale or resale of the Common
Shares. The Company acknowledges that the Underwriters may engage in passive
market making transactions in the Common Shares on the Nasdaq National Market in
accordance with Regulation M under the Exchange Act.
(cc) Related Party Transactions. There are no business relationships or
related-party transactions involving the Company, Mission, Quorum, the Quorum
Contractual Entities, any of their
13
respective subsidiaries or any other person required to be described in the
Prospectus which have not been described as required.
(dd) Company's Accounting System. The Company, Mission, Quorum and the
Quorum Contractual Entities maintain a system of accounting controls sufficient
to provide reasonable assurances that (i) transactions are executed in
accordance with management's general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with U.S. generally accepted accounting principles and
to maintain accountability for assets; (iii) access to assets is permitted
only in accordance with management's general or specific authorization; and (iv)
the recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.
(ee) ERISA Compliance. The Company, Mission, Quorum, the Quorum
Contractual Entities and their respective subsidiaries, each "employee benefit
plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended, and the regulations and published interpretations
thereunder (collectively, "ERISA")) established or maintained by the Company,
Mission, Quorum, the Quorum Contractual Entities, their respective subsidiaries
or their "ERISA Affiliates" (as defined below) is in compliance in all material
respects with ERISA. "ERISA Affiliate" means, with respect to the Company,
Mission, Quorum, the Quorum Contractual Entities or any of their respective
subsidiaries, any member of a group of organizations described in Sections
414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended, and the
regulations and published interpretations thereunder (the "Code") of which the
Company, Mission, Quorum, the Quorum Contractual Entities or any of their
respective subsidiaries is a member. No "reportable event" (as described in
Section 4043(c) of ERISA), other than any such event for which the 30-day notice
requirement has been waived pursuant to applicable regulations) has occurred or
is reasonably expected to occur with respect to any "employee benefit plan"
established or maintained by the Company, Mission, Quorum, the Quorum
Contractual Entities, any of their respective subsidiaries or any of their ERISA
Affiliates. No "employee benefit plan" subject to Title IV of ERISA established
or maintained by the Company, Mission, Quorum, the Quorum Contractual Entities,
any of their respective subsidiaries or any of their ERISA Affiliates, if such
"employee benefit plan" were terminated, would have an "amount of unfunded
benefit liabilities" (as defined in Section 4001(a)(16) and 4001(a)(18) of
ERISA) that would reasonably be expected to result in a Material Adverse Change.
Neither the Company, Mission, Quorum, the Quorum Contractual Entities, any of
their respective subsidiaries nor any of their ERISA Affiliates has incurred or
reasonably expects to incur any material liability under (i) Title IV of ERISA
with respect to termination of, or withdrawal from, any "employee benefit plan"
or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each "employee benefit
plan" established or maintained by the Company, its subsidiaries or any of their
ERISA Affiliates that is intended to be qualified under Section 401(a) of the
Code has received a favorable determination letter from the Internal Revenue
Service (or a favorable determination letter has been requested within the
applicable remedial amendment period), and nothing has occurred, whether by
action or failure to act, which would adversely affect the qualified status of
such plan.
(ff) Statistical and Market-Related Data. The statistical and
market-related data included in the Prospectus are based on or derived from
sources which the Company believes to be reliable and accurate.
(gg) No Outstanding Loans or Other Indebtedness. There are no outstanding
loans, advances (except normal advances for business expenses in the ordinary
course of business) or guarantees or indebtedness by the Company, Mission,
Quorum, the Quorum Contractual Entities or any of their respective subsidiaries
to or for the benefit of any of the officers or directors of the Company,
Mission, Quorum, the Quorum Contractual Entities or any of their respective
subsidiaries or any of the members of any of them, except as disclosed in the
Prospectus.
14
(hh) Compliance with Laws. The Company has not been advised, and has no
reason to believe, that the Company, Mission, Quorum, the Quorum Contractual
Entities and each of their respective subsidiaries are not conducting business
in compliance with all applicable laws, rules and regulations of the
jurisdictions in which they are conducting business, except where failure to be
so in compliance would not result in a Material Adverse Change.
(ii) Directed Share Program. (i) The Registration Statement, the
Prospectus and any preliminary prospectus comply, and any further amendments or
supplements thereto will comply, with any applicable laws or regulations of
foreign jurisdictions in which the Prospectus or any preliminary prospectus, as
amended or supplemented, if applicable, are distributed in connection with the
Directed Share Program, and (ii) no authorization, approval, consent, license,
order registration or qualification of or with any government, governmental
instrumentality or court, other than such as have been obtained, is necessary
under the securities laws and regulations of foreign jurisdictions in which the
Directed Shares are offered outside the United States. The Company has not
offered, or caused the Underwriters to offer, any Common Shares to any person
pursuant to the Directed Share Program with the intent to unlawfully influence
(i) a customer or supplier of the Company to alter the customer's or supplier's
level or type of business with the Company or (ii) a trade journalist or
publication to write or publish favorable information about the Company or its
products.
(gg) The Company has delivered to the Representatives a true and correct
copy of the Quorum Merger Agreement, together with all related agreements and
all schedules and exhibits thereto, and there have been no amendments,
alterations, modifications or waivers of any of the provisions of the Quorum
Merger Agreement since the form in which it has been delivered to the
Representatives. The Quorum Merger Agreement has been duly authorized, executed
and delivered by each of the Company and Quorum is a valid and binding agreement
of the parities thereto and conforms to the descriptions thereof contained in
the Prospectus. The Company is not aware of any event or condition which would
reasonably be expected to materially and adversely affect the ability of any of
the Company or Quorum to consummate the Quorum Transactions.
Any certificate signed by an officer of the Company and delivered to
the Representatives or to counsel for the Underwriters shall be deemed to be a
representation and warranty by the Company to each Underwriter as to the matters
set forth therein.
The Company acknowledges that the Underwriters and, for purposes of
the opinions to be delivered pursuant to Section 5 hereof, counsel to the
Company and counsel to the Underwriters, will rely upon the accuracy and
truthfulness of the foregoing representations and hereby consents to such
reliance.
Section 2. Purchase, Sale and Delivery of the Common Shares.
(a) The Firm Common Shares. The Company agrees to issue and sell to
the several Underwriters the Firm Common Shares upon the terms herein set forth.
On the basis of the representations, warranties and agreements herein contained,
and upon the terms but subject to the conditions herein set forth, the
Underwriters agree, severally and not jointly, to purchase from the Company the
respective number of Firm Common Shares set forth opposite their names on
Schedule A. The purchase price per Firm Common Share to be paid by the several
Underwriters to the Company shall be $. per share.
(b) The First Closing Date. Delivery of the Firm Common Shares to be
purchased by the Underwriters and payment therefor shall be made at the offices
of Xxxxxxxx & Xxxxx, LLP, 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000
(or such other place as may be agreed to by the Company and the Representatives)
at 9:00 a.m., New York City time, on ., 2003, or such other time and date not
15
later than 1:30 p.m., New York City time, on ., 2003 as the Representatives
shall designate by notice to the Company (the time and date of such closing are
called the "First Closing Date"). The Company hereby acknowledges that
circumstances under which the Representatives may provide notice to postpone the
First Closing Date as originally scheduled include, but are in no way limited
to, any determination by the Company or the Representatives to recirculate to
the public copies of an amended or supplemented Prospectus or a delay as
contemplated by the provisions of Section 10.
(c) The Optional Common Shares; the Second Closing Date. In addition,
on the basis of the representations, warranties and agreements herein contained,
and upon the terms but subject to the conditions herein set forth, the Company
hereby grants an option to the several Underwriters to purchase, severally and
not jointly, up to an aggregate of 1,500,000 Optional Common Shares from the
Company at the purchase price per share to be paid by the Underwriters for the
Firm Common Shares. The option granted hereunder is for use by the Underwriters
solely in covering any over-allotments in connection with the sale and
distribution of the Firm Common Shares. The option granted hereunder may be
exercised at any time (but not more than once) upon notice by the
Representatives to the Company, which notice may be given at any time within 30
days from the date of this Agreement. Such notice shall set forth (i) the
aggregate number of Optional Common Shares as to which the Underwriters are
exercising the option, (ii) the names and denominations in which the Optional
Common Shares are to be registered and (iii) the time, date and place at which
the Optional Common Shares will be delivered (which time and date may be
simultaneous with, but not earlier than, the First Closing Date; and in such
case the term "First Closing Date" shall refer to the time and date of delivery
of the Firm Common Shares and the Optional Common Shares). Such time and date of
delivery, if subsequent to the First Closing Date, is called the "Second Closing
Date" and shall be determined by the Representatives and shall not be earlier
than three nor later than five full business days after delivery of such notice
of exercise. If any Optional Common Shares are to be purchased, each Underwriter
agrees, severally and not jointly, to purchase the number of Optional Common
Shares (subject to such adjustments to eliminate fractional shares as the
Representatives may determine) that bears the same proportion to the total
number of Optional Common Shares to be purchased as the number of Firm Common
Shares set forth on Schedule A opposite the name of such Underwriter bears to
the total number of Firm Common Shares. The Representatives may cancel the
option at any time prior to its expiration by giving written notice of such
cancellation to the Company.
(d) Public Offering of the Common Shares. The Representatives hereby
advise the Company that the Underwriters intend to offer for sale to the public,
as described in the Prospectus, their respective portions of the Common Shares
as soon after this Agreement has been executed and the Registration Statement
has been declared effective as the Representatives, in their sole judgment, have
determined is advisable and practicable.
(e) Payment for the Common Shares. Payment for the Common Shares
shall be made at the First Closing Date (and, if applicable, at the Second
Closing Date) by wire transfer of immediately available funds to the order of
the Company.
It is understood that the Representatives have been authorized, for
their own account and the accounts of the several Underwriters, to accept
delivery of and receipt for, and make payment of the purchase price for, the
Firm Common Shares and any Optional Common Shares the Underwriters have agreed
to purchase. BAS, individually and not as the Representative of the
Underwriters, may (but shall not be obligated to) make payment for any Common
Shares to be purchased by any Underwriter whose funds shall not have been
received by the Representatives by the First Closing Date or the Second Closing
Date, as the case may be, for the account of such Underwriter, but any such
payment shall not relieve such Underwriter from any of its obligations under
this Agreement.
16
(f) Delivery of the Common Shares. The Company shall deliver, or
cause to be delivered, to the Representatives for the accounts of the several
Underwriters the Firm Common Shares at the First Closing Date, against the
irrevocable release of a wire transfer of immediately available funds for the
amount of the purchase price therefor. The Company shall also deliver, or cause
to be delivered, to the Representatives for the accounts of the several
Underwriters, the Optional Common Shares the Underwriters have agreed to
purchase at the First Closing Date or the Second Closing Date, as the case may
be, against the irrevocable release of a wire transfer of immediately available
funds for the amount of the purchase price therefor. The Common Shares shall be
in definitive form and registered in such names and denominations as the
Representatives shall have requested at least two full business days prior to
the First Closing Date (or the Second Closing Date, as the case may be) and
shall be made available for inspection on the business day preceding the First
Closing Date (or the Second Closing Date, as the case may be) at a location in
New York City as the Representatives may designate. Time shall be of the
essence, and delivery at the time and place specified in this Agreement is a
further condition to the obligations of the Underwriters.
(g) Delivery of Prospectus to the Underwriters. Not later than 12:00
p.m. on the second business day following the date the Common Shares are first
released by the Underwriters for sale to the public, the Company shall deliver
or cause to be delivered, copies of the Prospectus in such quantities and at
such places as the Representatives shall reasonably request.
Section 3. Additional Covenants of the Company.
The Company further covenants and agrees with each Underwriter as
follows:
(a) Representatives' Review of Proposed Amendments and Supplements.
Until such time as the Prospectus is no longer required by law to be delivered
in connection with sales by an Underwriter or dealer (the "Prospectus Delivery
Period"), prior to amending or supplementing the Registration Statement
(including any registration statement filed under Rule 462(b) under the
Securities Act) or the Prospectus, the Company shall furnish to the
Representatives for review a copy of each such proposed amendment or supplement,
and the Company shall not file any such proposed amendment or supplement to
which the Representatives reasonably object.
(b) Securities Act Compliance. After the date of this Agreement, the
Company shall promptly advise the Representatives in writing (i) of the receipt
of any comments of, or requests for additional or supplemental information from,
the Commission, (ii) of the time and date of any filing of any post-effective
amendment to the Registration Statement or any amendment or supplement to any
preliminary prospectus or the Prospectus, (iii) of the time and date that any
post-effective amendment to the Registration Statement becomes effective and
(iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or any post-effective amendment
thereto or of any order preventing or suspending the use of any preliminary
prospectus or the Prospectus, or of any proceedings to remove, suspend or
terminate from listing or quotation the Common Stock from any securities
exchange upon which it is listed for trading or included or designated for
quotation, or of the threatening or initiation of any proceedings for any of
such purposes. If the Commission shall enter any such stop order at any time,
the Company will use its reasonable best efforts to obtain the lifting of such
order at the earliest possible moment. Additionally, the Company agrees that it
shall comply with the provisions of Rules 424(b), 430A and 434, as applicable,
under the Securities Act and will use its reasonable efforts to ensure that any
filings made by the Company under such Rule 424(b) were received in a timely
manner by the Commission.
(c) Amendments and Supplements to the Prospectus and Other Securities
Act Matters. If, during the Prospectus Delivery Period, any event shall occur or
condition exist as a result of which it is
17
necessary to amend or supplement the Prospectus in order to make the statements
therein, in the light of the circumstances when the Prospectus is delivered to a
purchaser, not misleading, or if in the reasonable opinion of the
Representatives or counsel for the Underwriters it is otherwise necessary to
amend or supplement the Prospectus to comply with law, the Company agrees to
promptly prepare (subject to Section 3(a) hereof), file with the Commission and
furnish at its own expense to the Underwriters and to dealers, amendments or
supplements to the Prospectus so that the statements in the Prospectus as so
amended or supplemented will not, in the light of the circumstances when the
Prospectus is delivered to a purchaser, be misleading or so that the Prospectus,
as amended or supplemented, will comply with law.
(d) Copies of any Amendments and Supplements to the Prospectus. The
Company agrees to furnish the Representatives, without charge, during the
Prospectus Delivery Period, as many copies of the Prospectus and any amendments
and supplements thereto as the Representatives may reasonably request.
(e) Blue Sky Compliance. The Company shall cooperate with the
Representatives and counsel for the Underwriters to qualify or register the
Common Shares for sale under (or obtain exemptions from the application of) the
state securities or blue sky laws or Canadian provincial securities laws or
other foreign laws of those jurisdictions designated by the Representatives,
shall comply with such laws and shall continue such qualifications,
registrations and exemptions in effect so long as required for the distribution
of the Common Shares. The Company shall not be required to qualify as a foreign
corporation or to take any action that would subject it to general service of
process in any such jurisdiction where it is not presently qualified or where it
would be subject to taxation as a foreign corporation. The Company will advise
the Representatives promptly of the suspension of the qualification or
registration of (or any such exemption relating to) the Common Shares for
offering, sale or trading in any jurisdiction or any initiation or threat of any
proceeding for any such purpose, and in the event of the issuance of any order
suspending such qualification, registration or exemption, the Company shall use
its reasonable best efforts to obtain the withdrawal thereof at the earliest
possible moment.
(f) Use of Proceeds. The Company shall apply the net proceeds from
the sale of the Common Shares sold by it in the manner described under the
caption "Use of Proceeds" in the Prospectus.
(g) Transfer Agent. The Company shall engage and maintain, at its
expense, a registrar and transfer agent for the Common Stock.
(h) Earnings Statement. As soon as practicable, the Company will make
generally available to its security holders an earnings statement (which need
not be audited) covering the twelve-month period ending September 30, 2003 that
satisfies the provisions of Section 11(a) of the Securities Act.
(i) Periodic Reporting Obligations. During the Prospectus Delivery
Period the Company shall use commercially reasonable efforts to file, on a
timely basis, with the Commission and the Nasdaq National Market all reports and
documents required to be filed under the Exchange Act. Additionally, the Company
shall report the use of proceeds from the issuance of the Common Shares as may
be required under Rule 463 under the Securities Act.
(j) Company to Provide Interim Financial Statements. Prior to the
Closing Date, the Company will furnish the Underwriters, as soon as they have
been prepared by or are available to the Company, a copy of any unaudited
interim financial statements of the Company for any period subsequent to the
period covered by the most recent financial statements appearing in the
Registration Statement and the Prospectus.
18
(k) Directed Share Program. In connection with the Directed Share
Program, the Company will use reasonable best efforts to ensure that the
Directed Shares will be restricted to the extent required by the NASD or the
NASD rules from sale, transfer, assignment, pledge or hypothecation for a period
of three months following the date of the effectiveness of the Registration
Statement. The Designated Underwriter will notify the Company as to which
Participants will need to be so restricted. The Company will direct the transfer
agent to place stop transfer restrictions upon such securities for such period
of time. Should the Company release, or seek to release, from such restrictions
any of the Directed Shares, the Company agrees to reimburse the Underwriters for
any reasonable expenses (including, without limitation, legal expenses) incurred
in connection with such release.
(l) Quotation. The Company will use its commercially reasonable
efforts to include the Common Shares on the Nasdaq National Market, subject only
to official notice of issuance.
(m) Agreement Not to Offer or Sell Additional Securities. During the
period commencing on the date hereof and ending on the 180th day following the
date of the Prospectus, the Company will not, without the prior written consent
of BAS (which consent may be withheld at the sole discretion of BAS), directly
or indirectly, sell, offer, contract or grant any option to sell, pledge,
transfer or establish an open "put equivalent position" within the meaning of
Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or
announce the offering of, or file any registration statement under the
Securities Act in respect of, any shares of Common Stock, options or warrants to
acquire shares of Common Stock or securities exchangeable or exercisable for or
convertible into shares of Common Stock (other than as contemplated by this
Agreement with respect to the Common Shares); provided, however, that the
Company may issue shares of its Common Stock or options to purchase its Common
Stock, or Common Stock upon exercise of options, pursuant to any stock option,
stock bonus or other stock plan or arrangement described in the Prospectus, but
only if the holders of such shares, options, or shares issued upon exercise of
such options, agree in writing not to sell, offer, dispose of or otherwise
transfer any such shares or options during such 180 day period without the prior
written consent of BAS (which consent may be withheld at the sole discretion of
BAS).
(n) Investment Limitation. The Company shall not invest, or otherwise
use the proceeds received by the Company from its sale of the Common Shares in
such a manner as would require Company or any of its subsidiaries to register as
an investment company under the Investment Company Act.
(o) No Manipulation of Price. The Company will not take, directly or
indirectly, any action designed to cause or result in, or that has constituted
or might reasonably be expected to constitute, the stabilization or manipulation
of the price of any securities of the Company.
(p) Existing Lock-Up Agreement. The Company will enforce all existing
agreements between the Company and any of its security holders that prohibit the
sale, transfer, assignment, pledge or hypothecation of any of the Company's
securities in connection with the Company's initial public offering. In
addition, the Company will direct the transfer agent to place stop transfer
restrictions upon any such securities of the Company that are bound by such
existing "lock-up" agreements for the duration of the periods contemplated in
such agreements.
Section 4. Payment of Expenses. The Company agrees to pay all costs,
fees and expenses incurred in connection with the performance of its obligations
hereunder and in connection with the transactions contemplated hereby, including
without limitation (i) all expenses incident to the issuance and delivery of the
Common Shares (including all printing and engraving costs), (ii) all fees and
expenses of the registrar and transfer agent of the Common Stock, (iii) all
necessary issue, transfer and other stamp taxes in connection with the issuance
and sale of the Common Shares to the Underwriters, (iv) all fees
19
and expenses of the Company's counsel, independent public or certified public
accountants and other advisors, (v) all costs and expenses incurred in
connection with the preparation, printing, filing, shipping and distribution of
the Registration Statement (including financial statements, exhibits, schedules,
consents and certificates of experts), each preliminary prospectus and the
Prospectus, and all amendments and supplements thereto, and this Agreement, (vi)
all filing fees, attorneys' fees and expenses incurred by the Company or the
Underwriters in connection with qualifying or registering (or obtaining
exemptions from the qualification or registration of) all or any part of the
Common Shares for offer and sale under the state securities or blue sky laws or
the provincial securities laws of Canada, and, if requested by the
Representatives, preparing and printing a "Blue Sky Survey" or memorandum, and
any supplements thereto, advising the Underwriters of such qualifications,
registrations and exemptions, (vii) the filing fees incident to, and the
reasonable fees and expenses of counsel for the Underwriters in connection with,
the NASD's review and approval of the Underwriters' participation in the
offering and distribution of the Common Shares, (viii) the fees and expenses
associated with including the Common Shares on the Nasdaq National Market, (ix)
all other fees, costs and expenses referred to in Item 13 of Part II of the
Registration Statement, (x) all costs and expenses of the Underwriters,
including the fees and disbursements of counsel for the Underwriters, in
connection with matters related to the Directed Shares which are designated by
the Company for sale to Participants and (xi) the fees and expenses of the QIU.
Except as provided in this Section 4, Section 6, Section 8 and Section 9 hereof,
the Underwriters shall pay their own expenses, including the fees and
disbursements of their counsel.
Section 5. Conditions of the Obligations of the Underwriters. The
obligations of the several Underwriters to purchase and pay for the Common
Shares as provided herein on the First Closing Date and, with respect to the
Optional Common Shares, the Second Closing Date, shall be subject to the
accuracy of the representations and warranties on the part of the Company set
forth in Section 1 hereof as of the date hereof and as of the First Closing Date
as though then made and, with respect to the Optional Common Shares, as of the
Second Closing Date as though then made, to the timely performance by the
Company of its covenants and other obligations hereunder, and to each of the
following additional conditions:
(a) Company Accountants' Comfort Letter. On the date hereof, the
Representatives shall have received from each of PricewaterhouseCoopers LLP and
KPMG LLP a letter dated the date hereof addressed to the Underwriters, in form
and substance reasonably satisfactory to the Representatives, containing
statements and information of the type ordinarily included in accountant's
"comfort letters" to underwriters, delivered according to Statement of Auditing
Standards No. 72 (or any successor bulletin), with respect to the audited and
unaudited financial statements and certain financial information contained in
the Registration Statement and the Prospectus (and the Representatives shall
have received an additional five conformed copies of such accountants' letter
for each of the several Underwriters).
(b) Compliance with Registration Requirements; No Stop Order; No
Objection from NASD. For the period from and after the date of this Agreement
and prior to the First Closing Date and, with respect to the Optional Common
Shares, the Second Closing Date:
(A) the Company shall have filed the Prospectus with the Commission
(including the information required by Rule 430A under the Securities
Act) in the manner and within the time period required by Rule 424(b)
under the Securities Act; or the Company shall have filed a
post-effective amendment to the Registration Statement containing the
information required by Rule 430A, and such post-effective amendment
shall have become effective; or, if the Company elected to rely upon Rule
434 under the Securities Act and obtained the Representatives' consent
thereto, the Company shall have filed a applicable term sheet with the
Commission in the manner and within the time period required by Rule
424(b);
20
(B) no stop order suspending the effectiveness of the Registration
Statement, any Rule 462(b) Registration Statement, or any post-effective
amendment to the Registration Statement, shall be in effect and no
proceedings for such purpose shall have been instituted or threatened by
the Commission; and
(C) the NASD shall have raised no objection to the fairness and
reasonableness of the underwriting terms and arrangements.
(c) No Material Adverse Change or Ratings Agency Change. For the
period from and after the date of this Agreement and prior to the First Closing
Date and, with respect to the Optional Common Shares, the Second Closing Date:
(A) in the judgment of the Representatives there shall not have
occurred any Material Adverse Change with respect to either (x) the
Company, Mission and their respective subsidiaries considered as one
entity or (y) Quorum, the Quorum Contractual Entities and their
respective subsidiaries considered as one entity; and
(B) there shall not have occurred any downgrading, nor shall any
notice have been given of any intended or potential downgrading or of
any review for a possible change that does not indicate the direction
of the possible change, in the rating accorded any securities of
Company, Mission or any of their respective subsidiaries by any
"nationally recognized statistical rating organization" as such term is
defined for purposes of Rule 436(g)(2) under the Securities Act.
(d) Opinion of Counsel for the Company. On each of the First
Closing Date and the Second Closing Date, the Representatives shall have
received the favorable opinion of Xxxxxxxx & Xxxxx LLP, counsel for the Company,
dated as of such Closing Date, the form of which is attached as Exhibit A (and
the Representatives shall have received an additional . conformed copies of such
counsel's legal opinion for each of the several Underwriters).
(e) Opinion of Special Regulatory Counsel for the Company. On each
of the First Closing Date and the Second Closing Date, the Representatives shall
have received the favorable opinion of Drinker Xxxxxx & Xxxxx LLP, special
regulatory counsel for the Company, dated as of such Closing Date, the form of
which is attached as Exhibit B (and the Representatives shall have received an
additional . conformed copies of such counsel's legal opinion for each of the
several Underwriters).
(f) Opinion of Counsel for the Underwriters. On each of the First
Closing Date and the Second Closing Date, the Representatives shall have
received the favorable opinion of Shearman & Sterling LLP, counsel for the
Underwriters, dated as of such Closing Date, in form and substance reasonably
satisfactory to the Representatives (and the Representatives shall have received
an additional . conformed copies of such counsel's legal opinion for each of the
several Underwriters).
(g) Opinion of Special Regulatory Counsel for the Underwriters. On
each of the First Closing Date and the Second Closing Date, the Representatives
shall have received the favorable opinion of Xxxxxxxxx & Xxxxxxx, special
regulatory counsel for the Underwriters, dated as of such Closing Date, in form
and substance reasonably satisfactory to the Representatives (and the
Representatives shall have received an additional . conformed copies of such
counsel's legal opinion for each of the several Underwriters).
(h) Officers' Certificate. On each of the First Closing Date and
the Second Closing Date the Representatives shall have received a written
certificate executed by (i) the Chairman of the Board,
21
Chief Executive Officer or President of the Company and (ii) the Chief Financial
Officer or Principal Accounting Officer of the Company, dated as of such Closing
Date, to the effect set forth in subsections (b)(ii) and (c)(ii) of this Section
5, and further to the effect that:
(A) for the period from and after the date of this Agreement and
prior to such Closing Date, there has not occurred any Material Adverse
Change with respect to either (x) the Company, Mission and their
respective subsidiaries considered as one entity or (y) Quorum, the
Quorum Contractual Entities and their respective subsidiaries considered
as one entity;
(B) the representations, warranties and covenants of the Company
set forth in Section 1 of this Agreement are true and correct with the
same force and effect as though expressly made on and as of such Closing
Date; and
(C) the Company has complied with all the agreements hereunder and
satisfied all the conditions on its part to be performed or satisfied
hereunder at or prior to such Closing Date.
(i) Bring-down Comfort Letter of Company Accountants. On each of the
First Closing Date and the Second Closing Date the Representatives shall have
received from each of PricewaterhouseCoopers LLP and KPMG LLP a letter dated
such date, in form and substance reasonably satisfactory to the Representatives,
to the effect that they reaffirm the statements made in the letter furnished by
them pursuant to subsection (a) of this Section 5, except that the specified
date referred to therein for the carrying out of procedures shall be no more
than three business days prior to the First Closing Date or Second Closing Date,
as the case may be (and the Representatives shall have received an additional
five conformed copies of such accountants' letter for each of the several
Underwriters).
(j) Lock-Up Agreement from Certain Securityholders of the Company. On
or prior to the date hereof, the Company shall have furnished to the
Representatives an agreement in the form of Exhibit C hereto from each director,
officer and beneficial owner of Common Stock (as defined and determined
according to Rule 13d-3 under the Exchange Act, except that a one hundred eighty
day period shall be used rather than the sixty day period set forth therein),
and such agreement shall be in full force and effect on each of the First
Closing Date and the Second Closing Date.
(k) Additional Documents. On or before each of the First Closing Date
and the Second Closing Date, the Representatives and counsel for the
Underwriters shall have received such information, documents and opinions as
they may reasonably require for the purposes of enabling them to pass upon the
issuance and sale of the Common Shares as contemplated herein, or in order to
evidence the accuracy of any of the representations and warranties, or the
satisfaction of any of the conditions or agreements, herein contained.
If any condition specified in this Section 5 is not satisfied when
and as required to be satisfied, this Agreement may be terminated by the
Representatives by notice to the Company at any time on or prior to the First
Closing Date and, with respect to the Optional Common Shares, at any time prior
to the Second Closing Date, which termination shall be without liability on the
part of any party to any other party, except that Section 4, Section 6, Section
8 and Section 9 shall at all times be effective and shall survive such
termination.
Section 6. Reimbursement of Underwriters' Expenses. If this Agreement
is terminated by the Representatives pursuant to Section 5 or Section 11(iv) or
(v), or if the sale to the Underwriters of the Common Shares on the First
Closing Date is not consummated because of any refusal, inability or failure on
the part of the Company to perform any agreement herein or to comply with any
material provision hereof, the Company agrees to reimburse the Representatives
and the other
22
Underwriters (or such Underwriters as have terminated this Agreement with
respect to themselves), severally, upon demand for all reasonable out-of-pocket
expenses that shall have been reasonably incurred by the Representatives and the
Underwriters in connection with the proposed purchase and the offering and sale
of the Common Shares, including but not limited to fees and disbursements of
counsel, printing expenses, travel expenses, postage, facsimile and telephone
charges.
Section 7. Effectiveness of this Agreement. This Agreement shall not
become effective until the later of (i) the execution of this Agreement by the
parties hereto and (ii) notification by the Commission to the Company and the
Representatives of the effectiveness of the Registration Statement under the
Securities Act.
Prior to such effectiveness, this Agreement may be terminated by any
party by notice to each of the other parties hereto, and any such termination
shall be without liability on the part of (a) the Company to any Underwriter,
except that the Company shall be obligated to reimburse the expenses of the
Representatives and the Underwriters pursuant to Sections 4 and 6 hereof, (b) of
any Underwriter to the Company or (c) of any party hereto to any other party
except that the provisions of Section 8 and Section 9 shall at all times be
effective and shall survive such termination.
Section 8. Indemnification.
(a) Indemnification of the Underwriters. The Company agrees to
indemnify and hold harmless each Underwriter, its officers and employees, and
each person, if any, who controls any Underwriter within the meaning of the
Securities Act and the Exchange Act against such loss, claim, damage, liability
or expense, as incurred, to which such Underwriter or such controlling person
may become subject, under the Securities Act, the Exchange Act or other
applicable federal or state statutory law or regulation or at common law or
otherwise (including in settlement of any litigation, if such settlement is
effected with the written consent of the Company), insofar as such loss, claim,
damage, liability or expense (or actions in respect thereof as contemplated
below) arises out of or is based (i) upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, or any
amendment thereto, including any information deemed to be a part thereof
pursuant to Rule 430A or Rule 434 under the Securities Act, or the omission or
alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading; or (ii) upon any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and to reimburse each
Underwriter and each such controlling person for any and all
reasonable expenses (including the fees and disbursements of one counsel chosen
by BAS in addition to any local counsel) as such expenses are reasonably
incurred by such Underwriter or such controlling person in connection with
investigating, defending, settling, compromising or paying any such loss, claim,
damage, liability, expense or action; provided, however, that the foregoing
indemnity agreement shall not apply to any loss, claim, damage, liability or
expense to the extent, but only to the extent, arising out of or based upon any
untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with information furnished to the
Company by the Representatives expressly for use in the Registration Statement,
any preliminary prospectus or the Prospectus (or any amendment or supplement
thereto); and provided, further, that with respect to any preliminary
prospectus, the foregoing indemnity agreement shall not inure to the benefit of
any Underwriter from whom the person asserting any loss, claim, damage,
liability or expense purchased Common Shares, or any person controlling such
Underwriter, if copies of the Prospectus were timely delivered to the
Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended
or supplemented if the Company shall have furnished any amendments or
supplements thereto) was not sent or given by or on behalf of such Underwriter
to such person, if required by law so to
23
have been delivered, at or prior to the written confirmation of the sale of the
Common Shares to such person, and if the Prospectus (as so amended or
supplemented) would have cured the defect giving rise to such loss, claim,
damage, liability or expense. The indemnity agreement set forth in this Section
8(a) shall be in addition to any liabilities that the Company may otherwise
have.
(b) Indemnification of the Company, its Directors and Officers. Each
Underwriter agrees, severally and not jointly, to indemnify and hold harmless
the Company, each of its directors, each of its officers who signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of the Securities Act or the Exchange Act, against any loss, claim,
damage, liability or expense, as incurred, to which the Company, or any such
director, officer or controlling person may become subject, under the Securities
Act, the Exchange Act, or other federal or state statutory law or regulation, or
at common law or otherwise (including in settlement of any litigation, if such
settlement is effected with the written consent of such Underwriter), insofar as
such loss, claim, damage, liability or expense (or actions in respect thereof as
contemplated below) arises out of or is based upon any untrue or alleged untrue
statement of a material fact contained in the Registration Statement, any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto), or arises out of or is based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in the Registration Statement, any preliminary
prospectus, the Prospectus (or any amendment or supplement thereto), in reliance
upon and in conformity with information furnished to the Company by the
Representatives expressly for use therein; and to reimburse the Company, or any
such director, officer or controlling person for any legal and other expense
reasonably incurred by the Company, or any such director, officer or controlling
person in connection with investigating, defending, settling, compromising or
paying any such loss, claim, damage, liability, expense or action. The Company
hereby acknowledges that the only information that the Underwriters have
furnished to the Company expressly for use in the Registration Statement, any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) are the statements set forth under the caption "Underwriting" in the
Prospectus (A) in the table in the first paragraph, (B) the first four sentences
of the third paragraph, (C) paragraphs 10, 11, 12, 13 and 14 concerning
stabilization by the Underwriters and (D) paragraph 16 concerning sales to
discretionary accounts; and the Underwriters confirm that such statements are
correct. The indemnity agreement set forth in this Section 8(b) shall be in
addition to any liabilities that each Underwriter may otherwise have.
(c) Notifications and Other Indemnification Procedures . Promptly after
receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party under this Section 8, notify
the indemnifying party in writing of the commencement thereof, but the omission
so to notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party for contribution or otherwise than under
the indemnity agreement contained in this Section 8 or to the extent it is not
prejudiced as a proximate result of such failure. In case any such action is
brought against any indemnified party and such indemnified party seeks or
intends to seek indemnity from an indemnifying party, the indemnifying party
will be entitled to participate in, and, to the extent that it shall elect,
jointly with all other indemnifying parties similarly notified, by written
notice delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof with counsel
reasonably satisfactory to such indemnified party; provided, however, if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that a conflict may arise between the positions of the indemnifying party and
the indemnified party in conducting the defense of any such action or that there
may be legal defenses available to it and/or other indemnified parties which are
different from or additional to those available to the indemnifying party, the
indemnified party or parties shall have the right to select separate counsel to
assume such legal defenses and to otherwise participate in the defense of such
action on behalf of such
24
indemnified party or parties. Upon receipt of notice from the indemnifying party
to such indemnified party of such indemnifying party's election so to assume the
defense of such action and approval by the indemnified party of counsel, the
indemnifying party will not be liable to such indemnified party under this
Section 8 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel (together with local counsel), approved by the indemnifying
party (BAS in the case of Section 8(b) and Section 9), representing the
indemnified parties who are parties to such action) or (ii) the indemnifying
party shall not have employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after notice of
commencement of the action, in each of which cases the fees and expenses of
counsel shall be at the expense of the indemnifying party.
(d) Settlements. The indemnifying party under this Section 8 shall not
be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
against any loss, claim, damage, liability or expense by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by Section
8(c) hereof, the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by such indemnifying
party of the aforesaid request and (ii) such indemnifying party shall not have
reimbursed the indemnified party in accordance with such request prior to the
date of such settlement. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement, compromise or consent
to the entry of judgment in any pending or threatened action, suit or proceeding
in respect of which any indemnified party is or could have been a party and
indemnity was or could have been sought hereunder by such indemnified party,
unless such settlement, compromise or consent includes an unconditional release
of such indemnified party from all liability on claims that are the subject
matter of such action, suit or proceeding.
(e) Indemnification of the QIU. Without limitation and in addition to
its obligation under the other subsections of this Section 8, the Company agrees
to indemnify and hold harmless the QIU, its officers and employees and each
person, if any, who controls the QIU within the meaning of the Securities Act or
the Exchange Act from and against any loss, claim, damage, liabilities or
expense, as incurred, arising out of or based upon the QIU's acting as a
"qualified independent underwriter" (within the meaning of Rule 2720 to the
NASD's Conduct Rules) in connection with the offering contemplated by this
Agreement, and agrees to reimburse each such indemnified person for any legal or
other expense reasonably incurred by them in connection with investigating,
defending, settling, compromising or paying any such loss, claim, damage,
liability, expense or action; provided, however, that the Company shall not be
liable in any such case to the extent that any such loss, claim, damage,
liability or expense results from the gross negligence or willful misconduct of
the QIU.
(f) Indemnification for Directed Shares. In connection with the offer
and sale of the Directed Shares, the Company agrees, promptly upon a request in
writing, to indemnify and hold harmless the Underwriters from and against any
and all losses, liabilities, claims, damages and expenses incurred by them as a
result of the failure of the Participants to pay for and accept delivery of
Directed Shares which, by the end of the first business day following the date
of this Agreement, were subject to a properly confirmed agreement to purchase.
The Company agrees to indemnify and hold harmless the Designated Underwriter,
its officer and employees, and each person, if any, who controls the Designated
Underwriter within the meaning of the Securities Act or the Exchange Act against
such loss, claim, damage, liability or expense, as incurred, to which such
Designated
25
Underwriter or such controlling person may become subject, which is (i) caused
by any untrue statement or alleged untrue statement of a material fact contained
in any material prepared by or with the consent of the Company for distribution
to Participants in connection with the Directed Share Program or caused by any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading; (ii)
caused by the failure of any Participant to pay for and accept delivery of
Directed Shares that such Participant agreed to purchase; or (iii) related to,
arising out of, or in connection with the Directed Share Program; provided that,
in the case of clause (i) the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of the Underwriters
specifically for inclusion therein and that in the case of clause (iii) the
Company will not be liable to the extent that such loss, claim, damage or
liability results from the gross negligence or willful misconduct of the
Underwriters; and provided, further, that with respect to any preliminary
prospectus, which is the basis of such loss, claim, damage, liability or
expense, the foregoing indemnity agreement shall not inure to the benefit of any
Underwriter from whom the person asserting any loss, claim, damage, liability or
expense purchased Common Shares, or any other person or entity if the Company
identified the untrue statement or omission in writing to the Underwriter and
copies of the Prospectus were timely delivered to the Underwriter pursuant to
Section 2 and a copy of the Prospectus (as then amended or supplemented if the
Company shall have furnished any amendments or supplements thereto) was not sent
or given by or on behalf of such Underwriter to such person, if required by law
so to have been delivered, at or prior to the written confirmation of the sale
of the Common Shares to such person, and if the delivery of such Prospectus (as
so amended or supplemented) would have caused such loss, claim, damage,
liability or expense not to have been incurred. The indemnity agreement set
forth in this paragraph shall be in addition to any liabilities that the Company
may otherwise have.
Section 9. Contribution. If the indemnification provided for in
Section 8 is for any reason held to be unavailable to or otherwise insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages,
liabilities or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount paid or payable by such indemnified party, as
incurred, as a result of any losses, claims, damages, liabilities or expenses
referred to therein (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company, on the one hand, and the
Underwriters, on the other hand, from the offering of the Common Shares pursuant
to this Agreement or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company, on the one hand, and the Underwriters, on the other hand,
in connection with the statements or omissions or inaccuracies in the
representations and warranties herein which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable
considerations. The relative benefits received by the Company, on the one hand,
and the Underwriters, on the other hand, in connection with the offering of the
Common Shares pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the Common
Shares pursuant to this Agreement (before deducting expenses) received by the
Company, and the total underwriting discount received by the Underwriters, in
each case as set forth on the front cover page of the Prospectus (or, if Rule
434 under the Securities Act is used, the corresponding location on the
applicable term sheet) bear to the aggregate initial public offering price of
the Common Shares as set forth on such cover. The relative fault of the Company,
on the one hand, and the Underwriters, on the other hand, shall be determined by
reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact or any such inaccurate or alleged inaccurate representation or warranty
relates to information supplied by the
26
Company, on the one hand, or the Underwriters, on the other hand, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and expenses referred to above shall be deemed to
include, subject to the limitations set forth in Section 8(c), any legal or
other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim. The provisions set forth in
Section 8(c) with respect to notice of commencement of any action shall apply if
a claim for contribution is to be made under this Section 9; provided, however,
that no additional notice shall be required with respect to any action for which
notice has been given under Section 8(c) for purposes of indemnification.
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 9 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in this Section 9.
Notwithstanding the provisions of this Section 9, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Common Shares underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations to
contribute pursuant to this Section 9 are several, and not joint, in proportion
to their respective underwriting commitments as set forth opposite their names
in Schedule A. For purposes of this Section 9, each officer and employee of an
Underwriter and each person, if any, who controls an Underwriter within the
meaning of the Securities Act and the Exchange Act shall have the same rights to
contribution as such Underwriter, and each director of the Company, each officer
of the Company who signed the Registration Statement, and each person, if any,
who controls the Company within the meaning of the Securities Act and the
Exchange Act shall have the same rights to contribution as the Company.
Section 10. Default of One or More of the Several Underwriters. If, on
the First Closing Date or the Second Closing Date, as the case may be, any one
or more of the several Underwriters shall fail or refuse to purchase Common
Shares that it or they have agreed to purchase hereunder on such date, and the
aggregate number of Common Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase does not exceed 10% of the
aggregate number of the Common Shares to be purchased on such date, the other
Underwriters shall be obligated, severally, in the proportions that the number
of Firm Common Shares set forth opposite their respective names on Schedule A
bears to the aggregate number of Firm Common Shares set forth opposite the names
of all such non-defaulting Underwriters, or in such other proportions as may be
specified by the Representatives with the consent of the non-defaulting
Underwriters, to purchase the Common Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date. If, on the
First Closing Date or the Second Closing Date, as the case may be, any one or
more of the Underwriters shall fail or refuse to purchase Common Shares and the
aggregate number of Common Shares with respect to which such default occurs
exceeds 10% of the aggregate number of Common Shares to be purchased on such
date, and arrangements satisfactory to the Representatives and the Company for
the purchase of such Common Shares are not made within 48 hours after such
default, this Agreement shall terminate without liability of any party to any
other party except that the provisions of Section 4, Section 6, Section 8 and
Section 9 shall at all times be effective and shall survive such termination. In
any such case either the Representatives or the Company shall have the right to
postpone the First Closing Date or
27
the Second Closing Date, as the case may be, but in no event for longer than
seven days in order that the required changes, if any, to the Registration
Statement and the Prospectus or any other documents or arrangements may be
effected.
As used in this Agreement, the term "Underwriter" shall be deemed to
include any person substituted for a defaulting Underwriter under this Section
10. Any action taken under this Section 10 shall not relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under
this Agreement.
Section 11. Termination of this Agreement. Prior to the First Closing
Date this Agreement may be terminated by the Representatives by notice given to
the Company if at any time (i) trading or quotation in any of the Company's
securities shall have been suspended or limited by the Commission or by the
Nasdaq National Market, or trading in securities generally on either the Nasdaq
Stock Market or the New York Stock Exchange shall have been suspended or
limited, or minimum or maximum prices shall have been generally established on
any of such stock exchanges by the Commission or the NASD; (ii) a general
banking moratorium shall have been declared by any of federal, New York ,
Delaware authorities; (iii) there shall have occurred any outbreak or escalation
of national or international hostilities or any crisis or calamity, or any
change in the United States or international financial markets, or any
substantial change or development involving a prospective substantial change in
United States' or international political, financial or economic conditions, as
in the judgment of the Representatives is material and adverse and makes it
impracticable to market the Common Shares in the manner and on the terms
described in the Prospectus or to enforce contracts for the sale of securities;
(iv) in the judgment of the Representatives there shall have occurred any
Material Adverse Change; or (v) the Company shall have sustained a loss by
strike, fire, flood, earthquake, accident or other calamity of such character as
in the judgment of the Representatives may interfere materially with the conduct
of the business and operations of the Company regardless of whether or not such
loss shall have been insured. Any termination pursuant to this Section 11 shall
be without liability on the part of (a) the Company to any Underwriter, except
in the event of a termination pursuant to clauses (iv) and (v) that the Company
shall be obligated to reimburse the expenses of the Representatives and the
Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the
Company, or (c) of any party hereto to any other party except that the
provisions of Section 8 and Section 9 shall at all times be effective and shall
survive such termination.
Section 12. Representations and Indemnities to Survive Delivery. The
respective indemnities, agreements, representations, warranties and other
statements of the Company, of its officers and of the several Underwriters set
forth in or made pursuant to this Agreement shall remain operative and in full
force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of any Underwriter, the QIU or the Company
or any of its or their partners, officers or directors, employees or any
controlling person, as the case may be, and will survive delivery and acceptance
of and payment for the Common Shares sold hereunder and any termination of this
Agreement.
Section 13. Notices. All communications hereunder shall be in writing
and shall be mailed, hand delivered or telecopied and confirmed to the parties
hereto as follows:
If to the Representatives:
Banc of America Securities LLC
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
28
Facsimile: (000) 000-0000
Attention: Legal Department
and
Shearman & Sterling LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxxxx
If to the Company:
Nexstar Broadcasting Group, Inc.
000 Xxxx Xxxxxxx Xxxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: President and Chief Executive Officer
with a copy to:
Xxxxxxxx & Xxxxx LLP
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxx
Any party hereto may change the address for receipt of
communications by giving written notice to the others.
Section 14. Successors. This Agreement will inure to the benefit of and
be binding upon the parties hereto, including any substitute Underwriters
pursuant to Section 10 hereof, and to the benefit of the employees, officers and
directors and controlling persons referred to in Section 8 and Section 9, and in
each case their respective successors, and no other person will have any right
or obligation hereunder. The term "successors" shall not include any purchaser
of the Common Shares as such from any of the Underwriters merely by reason of
such purchase.
Section 15. Partial Unenforceability. The invalidity or
unenforceability of any Section, paragraph or provision of this Agreement shall
not affect the validity or enforceability of any other Section, paragraph or
provision hereof. If any Section, paragraph or provision of this Agreement is
for any reason determined to be invalid or unenforceable, there shall be deemed
to be made such minor changes (and only such minor changes) as are necessary to
make it valid and enforceable.
Section 16. Governing Law Provisions. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.
Section 17. Consent to Jurisdiction. Any legal suit, action or
proceeding arising out of or based upon this Agreement or the transactions
contemplated hereby ("Related Proceedings") may be
29
instituted in the federal courts of the United States of America located in the
City and County of New York (collectively, the "Specified Courts"), and each
party irrevocably submits to the exclusive jurisdiction (except for proceedings
instituted in regard to the enforcement of a judgment of any such court (a
"Related Judgment"), as to which such jurisdiction is non-exclusive) of such
courts in any such suit, action or proceeding. Service of any process, summons,
notice or document by mail to such party's address set forth above shall be
effective service of process for any suit, action or other proceeding brought in
any such court. The parties irrevocably and unconditionally waive any objection
to the laying of venue of any suit, action or other proceeding in the Specified
Courts and irrevocably and unconditionally waive and agree not to plead or claim
in any such court that any such suit, action or other proceeding brought in any
such court has been brought in an inconvenient forum.
Section 18. General Provisions. This Agreement constitutes the entire
agreement of the parties to this Agreement and supersedes all prior written or
oral and all contemporaneous oral agreements, understandings and negotiations
with respect to the subject matter hereof. This Agreement may be executed in two
or more counterparts, each one of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement may not be amended or modified unless in writing by all of the
parties hereto, and no condition herein (express or implied) may be waived
unless waived in writing by each party whom the condition is meant to benefit.
The Section headings herein are for the convenience of the parties only and
shall not affect the construction or interpretation of this Agreement.
Each of the parties hereto acknowledges that it is a sophisticated
business person who was adequately represented by counsel during negotiations
regarding the provisions hereof, including, without limitation, the
indemnification provisions of Section 8 and the contribution provisions of
Section 9, and is fully informed regarding said provisions.
Except as otherwise provided, this Agreement has been and is made
solely for the benefit of and shall be binding upon the Company, the
Underwriters, the Underwriters' officers and employees, the QIU, the QIU's
officers and employees, any controlling persons referred to herein, the
Company's directors and the Company's officers who sign the Registration
Statement and their respective successors and assigns, all as and to the extent
provided in this Agreement, and no other person shall acquire or have any right
under or by virtue of this Agreement. The term "successors and assigns" shall
not include a purchaser of any of the Shares from any of the several
Underwriters merely because of such purchase.
30
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company the enclosed copies hereof,
whereupon this instrument, along with all counterparts hereof, shall become a
binding agreement in accordance with its terms.
Very truly yours,
NEXSTAR BROADCASTING GROUP, INC.
By:__________________________
Name:
Title:
The foregoing Underwriting Agreement is hereby confirmed and
accepted by the Representatives as of the date first above written.
BANC OF AMERICA SECURITIES LLC
BEAR, XXXXXXX & CO. INC.
XXXXXX BROTHERS INC.
UBS SECURITIES LLC
RBC XXXX XXXXXXXX INC.
Acting as Representatives of the
several Underwriters named in
the attached Schedule A.
By: BANC OF AMERICA SECURITIES LLC
By: __________________________
Name:
Title: Managing Director
SCHEDULE A
Number of
Firm Common
Underwriters Shares
to be Purchased
Banc of America Securities LLC [___]
Bear, Xxxxxxx & Co. Inc. [___]
Xxxxxx Brothers Inc. [___]
UBS Securities LLC . [___]
RBC Xxxx Xxxxxxxx Inc. [___]
Total 10,000,000
SCHEDULE B
List of non-significant subsidiaries
NONE
EXHIBIT A
Form of Opinion of counsel for the Company to be delivered
pursuant to Section 5(d) of the Underwriting Agreement.
B-1
EXHIBIT B
Form of Opinion of special regulatory counsel for the Company
to be delivered pursuant to Section 5(e) of the Underwriting Agreement.
B-1
EXHIBIT C
[Date]
BANC OF AMERICA SECURITIES LLC
BEAR, XXXXXXX & CO. INC.
XXXXXX BROTHERS INC.
UBS SECURITIES LLC
RBC XXXX XXXXXXXX INC.
As Representatives of the several Underwriters
c/o BANC OF AMERICA SECURITIES LLC
0 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Nexstar Broadcasting Group, Inc. (the "Company")
Ladies and Gentlemen:
The undersigned is, or will become upon the conversion or exchange of the
undersigned's membership interest in Nexstar Broadcasting Group, L.L.C., an
owner of record or beneficially of certain shares of Common Stock of the Company
("Common Stock") or securities convertible into or exchangeable or exercisable
for Common Stock. The Company proposes to carry out a public offering of Common
Stock (the "Offering") for which you will act as the representatives of the
underwriters. The undersigned recognizes that the Offering will be of benefit to
the undersigned and will benefit the Company by, among other things, raising
additional capital for its operations. The undersigned acknowledges that you and
the other underwriters are relying on the representations and agreements of the
undersigned contained in this letter in carrying out the Offering and in
entering into underwriting arrangements with the Company with respect to the
Offering.
In consideration of the foregoing, the undersigned hereby agrees that the
undersigned will not, without the prior written consent of Banc of America
Securities LLC ("BAS") (which consent may be withheld in its sole discretion),
directly or indirectly, sell, offer, contract or grant any option to sell
(including without limitation any short sale), pledge, transfer, establish an
open "put equivalent position" within the meaning of Rule 16a-1(h) under the
Securities Exchange Act of 1934, as amended, or otherwise dispose of any shares
of Common Stock, options or warrants to acquire shares of Common Stock, or
securities exchangeable or exercisable for or convertible into shares of Common
Stock currently or hereafter owned either of record or beneficially (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the
undersigned, or publicly announce an intention to do any of the foregoing, for a
period commencing on the date hereof and continuing through the close of trading
on the date 180 days after the date of the final prospectus relating to the
Offering other than (A) transfers to (i) the undersigned's members, partners,
affiliates or immediate family or (ii) a trust of which the undersigned and/or
members of the undersigned's immediate family are the beneficiaries, or (B) a
bonafide gift or transfers by will or intestacy; provided that, such transferee
or donee executes a lock-up agreement in the form hereof to BAS. "immediate
family" shall mean spouse, lineal descendants, father, mother, brother or sister
of the transferor and father, mother, brother or sister of the transferor's
spouse. The undersigned also agrees and consents to the entry of stop transfer
instructions with the Company's transfer agent and registrar against the
transfer of shares of Common Stock or securities convertible into
C-1
or exchangeable or exercisable for Common Stock held by the undersigned except
in compliance with the foregoing restrictions.
With respect to the Offering only, the undersigned waives any registration
rights relating to registration under the Securities Act of any Common Stock
owned either of record or beneficially by the undersigned, including any rights
to receive notice of the Offering.
Notwithstanding anything contained herein, the restrictions set forth
herein shall expire on July 15, 2004.
C-2
This agreement is irrevocable and will be binding on the undersigned and
the respective successors, heirs, personal representatives, and assigns of the
undersigned.
-----------------------------------
Printed Name of Holder
By:
--------------------------------
(Signature)
-----------------------------------
Printed Name of Person Signing
-----------------------------------
(indicate capacity of person signing if
signing as custodian, trustee, or on behalf
of an entity)
C-3
APPENDIX I
The Company's Local Service Agreements
1. Outsourcing Agreement dated as of December 1, 2001 by and among WYZZ,
Inc., WYZZ License, Inc, and Nexstar Broadcasting of Peoria, LLC.
2. Time Brokerage Agreement dated as of October 13, 2003 between Nexstar
Finance LLC and JDG Television, Inc.
3. Time Brokerage Agreement dated as of April 1, 1996 by and between SJL
Communications, L.P. and N.V. Acquisition Co as amended by an Amendment dated as
of July 31, 1998.
4. 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.
5. 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.
6. Shared Services Agreement dated as of January 5, 1998, between Nexstar
Broadcasting Group, L.P. and Bastet Broadcasting, Inc.
7. Joint sales agreement for the sale of commercial time for WYOU dated as
of June 20, 2003 between the parties thereto
8. Shared Services Agreement dated as of April 1, 2002 by and between
Mission Broadcasting of Joplin, Inc. and Nexstar Broadcasting of Joplin, LLC.
9. Joint sales agreement for the sale of commercial time for KODE dated as
of June 30, 2003 between the parties thereto.
10. Shared Services Agreement dated as of June 13, 2003 by and between
Mission Broadcasting, Inc. and Nexstar Broadcasting of Abilene, LLC.
11. Joint sales agreement for the sale of commercial time for KRBC and KSAN
dated as of June 30, 2003 between the parties thereto.
12. Shared services agreement dated as of May 9, 2003 by and between
Mission Broadcasting, Inc. and Nexstar Broadcasting of Midwest, Inc.
13. Agreement for the sale of commercial time dated as of May 9, 2003 by
and between Mission Broadcasting, Inc. and Nexstar Broadcasting of Midwest, Inc.
14. Time Brokerage Agreement dated as of May 8, 2003 by and between Mission
Broadcasting, Inc. and Bahakel Communications and certain of its subsidiaries.
Quorum's Local Services Agreement
1. Shared Services Agreement dated as of May 1, 1999 between Quorum and
Mission of Amarillo.
APPI-1
2. Joint Sale Agreement for the same of commercial time dated as of May 1,
1999 between Quorum and Mission of Amarillo.
3. Time Brokerage Agreement dated as of December 14, 1994 between Quorum
and VHR Broadcasting of Xxxxxxxx, LLC.
4. Shared Services Agreement dated as of February 16, 1999 between Quorum
and VHR Broadcasting of Lubbock, Inc.
5. Joint Sale Agreement for the sale of commercial time dated as of
February 16, 1999 between Quorum and VHR Broadcasting of Lubbock, Inc.
6. Shared Services Agreement dated as of February 16, 1999 between Quorum
and VHR Broadcasting of Springfield, Inc.
7. Joint Sale Agreement for the sale of commercial time dated as of
February 16, 1000 between Quorum and VR Broadcasting of Springfield, Inc.
APPI-2
APPENDIX II
Stations and FCC Licenses of the Company and Mission
Nexstar Broadcasting Group, Inc.
Port Xxxxxx, Texas
Licensee: Nexstar Broadcasting of Beaumont/Port Xxxxxx, L.L.C.
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License KBTV-TV 08/01/2006
(Channel 0, Xxxx Xxxxxx, Xxxxx)
STA for Low Power DTV KBTV-DT 11/28/2003
(Channel 00, Xxxx Xxxxxx, Xxxxx)
TV Intercity Relay KB98129 08/01/2006
TV Pickup KD4600 08/01/2006
TV Pickup KE5101 08/01/2006
Auxiliary Remote Pickup KKX215 08/01/2006
TV Studio Transmitter Link KLA89 08/01/2006
TV Pickup KT2456 08/01/2006
TV Intercity Relay WLD443 08/01/2006
TV Intercity Relay WPNG520 08/01/2006
Wichita Falls, Texas
Licensee: Nexstar Broadcasting of Wichita Falls, L.L.C.
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License KFDX-TV 08/01/2006
(Channel 3, Wichita Falls, Texas)
STA for Low Power DTV KFDX-DT 03/10/2004
(Channel 28, Wichita Falls, Texas)
Auxiliary Low Power System BLP00464 08/01/2006
TV Pickup KB55270 08/01/2006
Auxiliary Remote Pickup KLB725 08/01/2006
TV Pickup KJ3525 08/01/2006
Midland, Texas
Licensee: Nexstar Broadcasting of Midland-Odessa, L.L.C.
Facility Type Call Sign Exp. Date
------------- -------- ---------
TV Broadcast Station License KMID 08/01/2006
(Channel 2, Midland, Texas)
STA for Low Power DTV KMID-DT 11/28/2003
(Channel 00, Xxxxxxx, Xxxxx)
TV Translator Station License K12FM 08/01/2006
TV Pickup KB96686 08/01/2006
TV Studio Transmitter Link KKR61 08/01/2006
TV Studio Transmitter Link KLB45 08/01/2006
TV Studio Transmitter Link WHG362 08/01/2006
TV Intercity Relay WLE628 08/01/2006
TV Intercity Relay WLE644 08/01/2006
TV Intercity Relay WLF217 08/01/2006
Weather Radar Station WPMY327 03/25/2004
Abilene, Texas
Licensee: Nexstar Broadcasting of Abilene, L.L.C.
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License KTAB-TV 08/01/2006
(Channel 32, Abilene, Texas)
STA for Low Power DTV KTAB-DT 12/17/2003
(Channel 00, Xxxxxxx, Xxxxx)
Receive-Only Earth Station E8009 11/16/2004
Business Radio KA51599 04/17/2004
TV Pickup KS5717 08/01/2006
Business Radio WGA708 04/17/2004
TV Studio Transmitter Link WGH906 08/01/2006
Business Radio WZJ613 04/17/2004
APPI-2
Texarkana, Texas
Licensee: Nexstar Broadcasting of Louisiana, L.L.C.
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License KTAL-TV 08/01/2006
(Channel 6, Texarkana, Texas)
STA for Low Power DTV KTAL-DT 12/16/2003
(Channel 00, Xxxxxxxxx, Xxxxx)
Auxiliary Low Power Station BLQ74 08/01/2006
TV Pickup KA88839 08/01/2006
Auxiliary Remote Pickup KLB589 08/01/2006
Auxiliary Remote Pickup KLB590 08/01/2006
Auxiliary Remote Pickup KLB591 08/01/2006
TV Intercity Relay WHB602 08/01/2006
TV Studio Transmitter Link WHB603 08/01/2006
TV Studio Transmitter Link WHB604 08/01/2006
TV Intercity Relay WLP781 08/01/2006
TV Intercity Relay WLP782 08/01/2006
APPI-3
Xxxxxx-Xxxxx, Pennsylvania
Licensee: Nexstar Broadcasting of Northeastern Pennsylvania, L.L.C.
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License WBRE-TV 08/01/2007
(Channel 28, Xxxxxx-Xxxxx, Pennsylvania)
STA for Low Power DTV WBRE-DT 11/29/2003
(Channel 11, Xxxxxx-Xxxxx, Pennsylvania)
TV Translator Station License W24BL 07/31/2007
TV Translator Station License W30AN 07/31/2007
TV Translator Station License W51BP 07/31/2007
TV Translator Station License W64AL 07/31/2007
Transmit-Only Earth Station License E910642 11/01/2011
Transmit-Receive Earth Station License E020058 05/03/2017
TV Pickup KA35201 08/01/2007
TV Pickup KA35425 08/01/2007
TV Pickup KA74870 08/01/2007
Business Radio KB88735 06/26/2004
TV Pickup KC62824 08/01/2007
Broadcast Auxiliary KF5726 08/01/2007
R/P Base Mobile System KGU973 08/01/2007
TV Studio Transmitter Link KGH66 08/01/2007
TV Pickup KK4138 08/01/2007
TV Pickup KL2535 08/01/2007
TV Pickup KP4407 08/01/2007
R/P Base Mobile System KQB618 08/01/2007
TV Pickup KR7688 08/01/2007
TV Pickup KR7693 08/01/2007
TV Pickup KR7771 08/01/2007
TV Pickup KS2001 08/01/2007
TV Pickup KY2899 08/01/2007
R/P Mobile KY5608 08/01/2007
TV Studio Transmitter Link KZO21 08/01/2007
TV Intercity Relay WFW575 08/01/2007
TV Intercity Relay WGI290 08/01/2007
TV Intercity Relay WHB674 08/01/2007
TV Intercity Relay WLI324 08/01/2007
TV Intercity Relay WLI325 08/01/2007
TV Intercity Relay WLI337 08/01/2007
APPI-4
Erie, Pennsylvania
Licensee: Nexstar Broadcasting of Erie, L.L.C.
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License WJET-TV 08/01/2007
(Channel 24, Erie, Pennsylvania)
STA for Low Power DTV WJET-DT 04/07/2004
(Channel 58, Erie, Pennsylvania)
Auxiliary TV Broadcast Pickup KC26079 08/01/2007
TV Intercity Relay WPJE618 08/01/2007
Weather Radar Station WPOZ488 09/14/2004
R/P Base Mobile System WSM744 08/01/2007
Rochester, New York
Licensee: Nexstar Broadcasting of Rochester, L.L.C.
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License WROC-TV 06/01/2007
(Channel 0, Xxxxxxxxx, Xxx Xxxx)
STA for Low Power DTV WROC-DT 11/29/2003
(Channel 00, Xxxxxxxxx, Xxx Xxxx)
Receive-Only Earth Station E940506 09/15/2004
Transmit/Receive Earth Station E000660 12/12/2010
TV Pickup KA4851 06/01/2007
TV Intercity Relay KA6058 06/01/2007
TV Studio Transmitter Link KEA91 06/01/2007
TV Pickup KR4704 06/01/2007
TV Pickup KR4705 06/01/2007
Auxiliary Remote Pickup WHE925 06/01/2007
Auxiliary Remote Pickup WHE926 06/01/2007
Private Operational Fixed Microwave WPOU895 08/26/2009
APPI-5
St. Xxxxxx, Missouri
Licensee: Nexstar Broadcasting of the Midwest, Inc.
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License KQTV 02/01/2006
(Channel 2, St. Xxxxxx, Missouri)
STA for Low Power DTV KQTV-DT 04/09/2004
(Channel 53, St. Xxxxxx, Missouri)
TV Pickup KC26093 02/01/2006
R/P Automatic Relay KQB577 02/01/2006
Joplin, Missouri
Licensee: Nexstar Broadcasting Joplin, L.L.C.
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License KSNF 02/01/2006
(Channel 16, Joplin, Missouri)
STA for Low Power DTV KSNF-DT 03/10/2004
(Channel 46, Joplin, Missouri)
TV Pickup KW6078 02/01/2006
Business Radio WNKN977 02/01/2003
Weather Radar Station WPMJ419 08/12/2013
Terre Haute, Indiana
Licensee: Nexstar Broadcasting of the Midwest, Inc.
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License WTWO 08/01/2005
(Channel 2, Terre Haute, Indiana)
STA for Low Power DTV WTWO-DT 03/25/2004
(Channel 36, Terre Haute, Indiana)
TV Pickup KC26086 08/01/2005
R/P Base Mobile System KLH391 08/01/2005
Weather Radar Station KVB629 03/30/2004
Broadcast Auxiliary KW4107 08/01/2005
TV Pickup KW4108 08/01/2005
TV Intercity Relay WHF306 08/01/2005
TV Intercity Relay WMU968 08/01/2005
Weather Radar Station WPPH816 01/06/2005
APPI-6
Springfield, Illinois
Licensee: Nexstar Broadcasting of Champaign, L.L.C.
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License WCFN 12/01/2005
(Channel 49, Springfield, Illinois)
STA for Low Power DTV WCFN-DT 04/24/2004
(Channel 53, Springfield, Illinois)
TV Studio Transmitter Link WLD973 12/01/2005
Champaign, Illinois
Licensee: Nexstar Broadcasting of Champaign, L.L.C.
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License WCIA 12/01/2005
(Channel 3, Champaign, Illinois)
STA for Low Power DTV WCIA-DT 04/24/2004
(Channel 48, Champaign, Illinois)
Transmit-Receive Earth Station E920434 07/24/2017
Auxiliary Low Power Station BLP00192 12/01/2005
Auxiliary Low Power Station BLP00322 12/01/2005
Auxiliary Low Power Station BLP00544 12/01/2005
Auxiliary Low Power Station BLP00883 12/01/2005
Auxiliary Low Power Station BLP00919 12/01/2005
Auxiliary Low Power Station BLP01124 12/01/2005
Auxiliary Low Power Station BLP01288 12/01/2005
TV Pickup KA95317 12/01/2005
TV Pickup KC5875 12/01/2005
TV Studio Transmitter Link KSG35 12/01/2005
TV Intercity Relay KSI74 12/01/2005
TV Intercity Relay KSI75 12/01/2005
TV Pickup KW6073 12/01/2005
TV Pickup KW6074 12/01/2005
TV Intercity Relay WBJ983 12/01/2005
TV Intercity Relay WBJ986 12/01/2005
TV Intercity Relay WBJ987 12/01/2005
TV Intercity Relay WBJ988 12/01/2005
TV Intercity Relay WLG233 12/01/2005
TV Intercity Relay WPNL408 12/01/2005
Business Radio KAP730 12/01/2005
APPI-7
Peoria, Illinois
Licensee: Nexstar Broadcasting of Peoria, L.L.C.
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License WMBD-TV 12/01/2005
(Channel 31, Peoria, Illinois)
STA for Low Power DTV WMBD-DT 04/07/2004
(Channel 30, Peoria, Illinois)
TV Pickup KA88843 12/01/2005
TV Pickup KA88844 12/01/2005
Remote Pickup Mobile System KS2010 12/01/2005
TV Intercity Relay KSI71 12/01/2005
TV Intercity Relay KSI72 12/01/2005
TV Intercity Relay KSI73 12/01/2005
TV Studio Transmitter Link KSK48 12/01/2005
TV Intercity Relay WBJ984 12/01/2005
TV Intercity Relay WBJ985 12/01/2005
TV Intercity Relay WLG752 12/01/2005
TV Intercity Relay WMV276 12/01/2005
Dothan, Alabama
Licensee: Nexstar Finance, L.L.C.
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License WDHN 04/01/2005
(Channel 18, Dothan, Alabama)
STA for Low Power DTV WDHN-DT 04/09/2004
(Channel 21, Dothan, Alabama)
TV Pickup KY7799 04/01/2005
APPI-8
Little Rock, Arkansas
Licensee: Nexstar Finance, L.L.C.
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License KARK-TV 06/01/2005
(Channel 0, Xxxxxx Xxxx, Xxxxxxxx)
STA for Low Power DTV KARK-DT 11/13/2003*
(Channel 00, Xxxxxx Xxxx, Xxxxxxxx)
Transmit-Receive Earth Station E010024 03/28/2011
Low Power Auxiliary BLP00411 06/01/2005
TV Pickup KA2132 06/01/2005
TV Pickup KA2133 06/01/2005
TV Pickup KA74957 06/01/2005
TV Pickup KA74958 06/01/2005
TV Pickup KD6490 06/01/2005
Remote Pickup KE4558 06/01/2005
Remote Pickup KE4559 06/01/2005
TV Pickup KE5898 06/01/2005
TV Pickup KE8994 06/01/2005
Remote Pickup KEH571 06/01/2005
Remote Pickup KF5580 06/01/2005
Remote Pickup KF5581 06/01/2005
Remote Pickup KFQ919 06/01/2005
Remote Pickup KG8917 06/01/2005
Remote Pickup KH9983 06/01/2005
TV Pickup KJ9939 06/01/2005
Remote Pickup KLB542 06/01/2005
Studio Transmitter Link KLT43 06/01/2005
Remote Pickup KPG254 06/01/2005
Remote Pickup KPG803 06/01/2005
TV Pickup KR9873 06/01/2005
TV Pickup KS2058 06/01/2005
TV Pickup KS2059 06/01/2005
Intercity Relay WAY649 06/01/2005
Intercity Relay WCG701 06/01/2005
Intercity Relay WHB954 06/01/2005
Intercity Relay WLG538 06/01/2005
Studio Transmitter Link WPUY957 06/01/2005
Remote Pickup WQA949 06/01/2005
Remote Pickup WQA950 06/01/2005
Remote Pickup WQA951 06/01/2005
Remote Pickup WQA952 06/01/2005
*Request for extension submitted to the FCC on November 7, 2003
APPI-9
Mission Broadcasting, Inc.
WYOU(TV), Channel 22, Scranton, Pennsylvania
Facility Description Call Sign Exp. Date
-------------------- --------- ---------
TV Broadcast Station License WYOU 08/01/2007
STA for Low Power DTV WYOU-DT 11/29/2003
(Channel 13, Scranton, Pennsylvania)
TV Translator License W19AR 08/01/2007
TV Translator License W26AT 08/01/2007
TV Translator License W54AV 08/01/2007
TV Translator License W55AG 08/01/2007
TV Translator License W60AH 08/01/2007
TV Translator License W66AI 08/01/2007
Auxiliary Low Power BLQ375 08/01/2007
TV Pickup KA35173 08/01/2007
TV Pickup KA35174 08/01/2007
TV Pickup KA35184 08/01/2007
TV Pickup KA35185 08/01/2007
Auxiliary Remote Pickup KB97161 08/01/2007
TV Studio Transmitter Link KGH69 08/01/2007
TV Intercity Relay KGI49 08/01/2007
TV Intercity Relay KHC88 08/01/2007
TV Pickup KO9753 08/01/2007
Auxiliary Remote Pickup KPH450 08/01/2007
Auxiliary Remote Pickup KPJ719 08/01/2007
Auxiliary Remote Pickup KQB642 08/01/2007
Auxiliary Remote Pickup KQB643 08/01/2007
TV Intercity Relay WFD523 08/01/2007
TV Studio Transmitter Link WLL212 08/01/2007
TV Intercity Relay WLO276 08/01/2007
TV Intercity Relay WLO277 08/01/2007
TV Studio Transmitter Link WPNF884 08/01/2007
WFXP(TV), Channel 66, Erie, Pennsylvania
Facility Description Call Sign Exp. Date
-------------------- --------- ---------
TV Broadcast Station License WFXP 08/01/2007
STA for Low Power DTV WFXP-DT 04/22/2004
(Channel 22, Erie, Pennsylvania)
TV Studio Transmitter Link WLD767 08/01/2007
APPI-10
KJTL(TV), Channel 00, Xxxxxxx Xxxxx, Xxxxx
Facility Description Call Sign Exp. Date
-------------------- --------- ---------
TV Broadcast Station License KJTL 08/01/2006
STA for Low Power DTV KJTL-DT 02/12/2004
(Channel 15, Wichita Falls, Texas)
LPTV Broadcast Station License KJBO-LP 08/01/2006
(Channel 35, Wichita Falls, Texas)
TV Translator License K47DK 08/01/2006
TV Translator License K53DS 08/01/2006
TV Studio Transmitter Link WLD942 08/01/2006
TV Studio Transmitter Link WLJ748 08/01/2006
KODE-TV, Channel 12, Joplin, Missouri
Facility Description Call Sign Exp. Date
-------------------- --------- ---------
TV Broadcast Station License KODE-TV 02/01/2006
STA for Low Power DTV KODE-DT 03/11/2004
(Channel 43, Joplin, Missouri)
TV Pickup KC62805 02/01/2006
Remote Pickup KPH932 02/01/2006
TV Pickup KR7926 02/01/2006
Remote Pickup KTK819 02/01/2006
KRBC-TV, Channel 9, Abilene, Texas
Facility Description Call Sign Exp. Date
-------------------- --------- ---------
TV Broadcast Station License KRBC-TV 08/01/2006
STA for Low Power DTV KRBC-DT 01/02/2004
(Channel 00, Xxxxxxx, Xxxxx)
Remote Pickup KG5819 08/01/2006
Intercity Relay KHN21 08/01/2006
TV STL KKT76 08/01/2006
Remote Pickup KLB583 08/01/2006
Intercity Relay KLV58 08/01/2006
Remote Pickup KN6311 08/01/2006
Remote Pickup KN6312 08/01/2006
Remote Pickup KQS389 08/01/2006
Remote Pickup KQS390 08/01/2006
TV Pickup KS5669 08/01/2006
Remote Pickup KYY221 08/01/2006
APPI-11
KSAN-TV, Channel 3, San Angelo, Texas
Facility Description Call Sign Exp. Date
-------------------- --------- ---------
TV Broadcast Station License KSAN-TV 08/01/2006
STA for Low Power DTV KSAN-DT 01/02/2004
(Channel 00, Xxx Xxxxxx, Xxxxx)
TV Pickup KC26407 08/01/2006
Intercity Relay WPOV531 08/01/2006
Remote Pickup WPOX949 08/01/2006
APPI-12
Quorum Broadcast Holdings, LLC
Amarillo, Texas
Licensee: Quorum of Amarillo License, LLC
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License KAMR-TV 08/01/2006
(Channel 4, Amarillo, Texas)
STA for Low Power DTV KAMR-DT 03/10/2004
(Channel 19, Amarillo, Texas)
Television Translator Station K25CP 08/01/2006
Television Translator Station K28BA 08/01/2006
Television Translator Station K45BF 08/01/2006
Low Power Auxiliary BLP01103 08/01/2006
TV Pickup KA2113 08/01/2006
TV Pickup KC25028 08/01/2006
TV STL KKP50 08/01/2006
Weather Radar Station KYV352 04/08/2011
TV Intercity Relay WLL233 05/01/2006
TV Intercity Relay WPNG524 05/01/2006
TV STL WPQL768 05/01/2006
Microwave Radio Station WNTF653 07/27/2010
West Monroe, Louisiana
Licensee: Quorum of Louisiana License, LLC
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License KARD 06/01/2005
(Channel 00, Xxxx Xxxxxx, Xxxxxxxxx)
STA for Low Power DTV KARD-DT 04/29/2004
(Channel 00, Xxxx Xxxxxx, Xxxxxxxxx)
Receive-Only Earth Station E6654 06/14/2005
Auxiliary Remote Pickup KPG931 06/01/2005
Remote Pickup Base Station KPJ413 06/01/2005
TV STL WHY494 06/01/2005
TV Intercity Relay WHY662 06/01/2005
TV STL WLE984 06/01/2005
TV STL WLF699 06/01/2005
TV STL WLQ852 06/01/2005
APPI-13
Springfield, Missouri
Licensee: Quorum of Missouri License, LLC
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License KDEB-TV 02/01/2006
(Channel 27, Springfield, Missouri)
STA for Low Power DTV KDEB-DT 04/24/2004
(Channel 28, Springfield, Missouri)
Receive-Only Earth Station E030122 05/23/2018
Remote Pickup Base Station KPJ259 02/01/2006
TV Intercity Relay WAX53 02/01/2006
TV STL WHS242 02/01/2006
Lubbock, Texas
Licensee: Quorum of Texas License, LLC
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License KLBK-TV 08/01/2006
(Channel 13, Lubbock, Texas)
STA for Low Power DTV KLBK-DT 03/10/2004
(Channel 00, Xxxxxxx, Xxxxx)
Television Translator Station K44FG 08/01/2006
TV Pickup KC62829 08/01/2006
APPI-14
Billings, Montana
Licensee: Quorum of Montana License, LLC
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License KSVI 04/01/2006
(Channel 6, Billings, Montana)
STA for Low Power DTV KSVI-DT 04/29/2004
(Channel 18, Billings, Montana)
Television Translator Station K16DH 04/01/2006
Television Translator Station K16DZ 04/01/2006
Television Translator Station K19FF 04/01/2006
Television Translator Station K25BP 04/01/2006
Television Translator Station K33EA 04/01/2006
Television Translator Station K66EQ 04/01/2006
TV Intercity Relay WGZ505 04/01/2006
TV Translator Relay WHB781 04/01/2006
TV Translator Relay WHQ291 04/01/2006
TV Intercity Relay WLE397 04/01/2006
TV Intercity Relay WLE992 04/01/2006
TV STL WME778 04/01/2006
TV Intercity Relay WME779 04/01/2006
TV STL WME780 04/01/2006
TV Translator Relay WPJA562 04/01/2006
TV Intercity Relay WPNH966 04/01/2006
TV Intercity Relay WPOY442 04/01/2006
TV Intercity Relay WPUI709 04/01/2006
TV Pickup WPUQ395 04/01/2006
Fort Xxxxx, Indiana
Licensee: Quorum of Ft. Xxxxx License, LLC
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License WFFT-TV 08/01/2005
(Channel 00, Xxxx Xxxxx, Xxxxxxx)
STA for Low Power DTV WFFT-DT *
(Channel 00, Xxxx Xxxxx, Xxxxxxx)
Receive-only Earth Station E4905 07/22/2007
* Extension requested November 7, 2003.
APPI-15
Utica, New York
Licensee: Quorum of Utica License, LLC
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License WFXV 06/01/2007
(Channel 33, Utica, New York)
DTV Application for Construction Permit BPCDT-19991029AIE --
(Channel 27, Utica, New York)
Low Power Television Station WPNY-LP 06/01/2007
(Channel 11, Utica, New York)
Television Translator Station W31BP 06/01/2007
Television Translator Station W53AM 06/01/2007
TV STL WLI247 06/01/2007
TV Intercity Relay WPOP508 06/01/2007
TV STL WPON766 06/01/2007
TV STL WPXK786
Hagerstown, Maryland
Licensee: Quorum of Maryland License, LLC
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License WHAG-TV 10/01/2004
(Channel 25, Hagerstown, Maryland)
STA for Low Power DTV WHAG-DT 02/26/2004
(Channel 55, Hagerstown, Maryland)
Transmit-Receive Earth Station E030037 05/01/2018
TV Pickup KC26220 10/01/2004
TV STL WBI22 10/01/2004
TV Intercity Relay WBI25 10/01/2004
TV STL WPNJ935 10/01/2004
TV Pickup WPXL303 10/01/2004
Rockford, Illinois
Licensee: Quorum of Rockford License, LLC
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License WQRF-TV 12/01/2005
(Channel 39, Rockford, Illinois)
DTV Application for Construction Permit BPCDT-19991029AIK --
(Channel 00, Xxxxxxxx, Xxxxxxxx)
TV Pickup KT3807 12/01/2005
TV STL WDT860 12/01/2005
APPI-16
Evansville, Indiana
Licensee: Quorum of Indiana License, LLC
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License WTVW 08/01/2005
(Channel 7, Evansville, Indiana)
STA for Low Power DTV WTVW-DT 04/24/2004
(Channel 28, Evansville, Indiana)
Receive-Only Earth Station E7682 09/28/2004
Low Power System BLP01279 08/01/2005
TV Pickup KA44252 08/01/2005
TV Pickup KA44253 08/01/2005
TV Pickup KA44254 08/01/2005
TV Pickup KF8392 08/01/2005
TV STL KSI66 08/01/2005
TV Intercity Relay WFD560 08/01/2005
TV Intercity Relay WPNF756 08/01/2005
TV Intercity Relay WPNG530 08/01/2005
Business Radio KGG666 12/16/2003*
*Application for renewal of license submitted November 5, 2003.
APPII-1
Mission Broadcasting of Amarillo, Inc.
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License KCIT 08/01/2006
(Channel 14, Amarillo, Texas)
STA for Low Power DTV KCIT-DT 02/14/2004
(Channel 15, Amarillo, Texas)
Low Power Broadcast Station License KCPN-LP 08/01/2006
(Channel 00, Xxxxxxxx, Xxxxx)
Xxxxxxxxxx Xxxxxxxxxx Xxxxxxx X00XX 08/01/2006
Television Translator Station K35CG 08/01/2006
Television Translator Station K47DH 08/01/2006
Low Power Auxiliary BLP00781 08/01/2006
Intercity Relay KLV74 08/01/2006
Intercity Relay WHQ202 08/01/2006
Intercity Relay WHQ206 08/01/2006
Intercity Relay WHQ322 08/01/2006
TV STL WLF362 08/01/2006
Intercity Relay WLG897 08/01/2006
APPII-2
VHR Broadcasting, Inc.
Springfield, Missouri
Licensee: VHR Springfield License, Inc.
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License KOLR 02/01/2006
(Channel 10, Springfield, Missouri)
STA for Low Power DTV KOLR-DT 02/26/2004
(Channel 52, Springfield, Missouri)
TV Pickup KA88999 02/01/2006
Remote Pickup KPF925 02/01/2006
Remote Pickup KPJ906 02/01/2006
Intercity Relay WPOT273 02/01/2006
TV STL WRE38 02/01/2006
Lubbock, Texas
Licensee: VHR Lubbock License, Inc.
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License KAMC 08/01/2006
(Channel 28, Lubbock, Texas)
STA for Low Power DTV KAMC-DT 02/26/2004
(Channel 00, Xxxxxxx, Xxxxx)
TV Pickup KP4947 08/01/2006
TV STL WPTV536 08/01/2006
VHR Broadcasting of Billings, LLC
Facility Type Call Sign Exp. Date
------------- --------- ---------
TV Broadcast Station License KHMT 04/01/2006
(Channel 4, Billings, Montana)
STA for Low Power DTV KHMT-DT 02/26/2004
(Channel 22, Billings, Montana)
Intercity Relay WHY447 04/01/2006
Intercity Relay WLE778 04/01/2006
Translator Relay WPND875 04/01/2006
Translator Relay WPND876 04/01/2006
Intercity Relay WPQN938 04/01/2006
Intercity Relay WPQQ770 04/01/2006
Intercity Relay WPQQ983 04/01/2006
APPII-3
J.D.G. Television, Inc.
Facility Type Call Sign Exp. Date
------------- --------- ---------
Television Broadcast Station License KPOM-TV 06/01/2005
(Channel 00, Xxxx Xxxxx, Xxxxxxxx)
STA for Low Power DTV KPOM-DT 01/17/2004
(Channel 00, Xxxx Xxxxx, Xxxxxxxx)
Transmit Receive Earth Station E000609 11/13/2010
TV Pickup KK4709 06/01/2005
TV STL WDD713 06/01/2005
Intercity Relay WDT813 06/01/2005
Intercity Relay WDT814 06/01/2005
Intercity Relay WDT815 06/01/2005
Intercity Relay WDT816 06/01/2005
Intercity Relay WDT849 06/01/2005
Intercity Relay WDT850 06/01/2005
Intercity Relay WPNF891 06/01/2005
Intercity Relay WPTG330 06/01/2005
Intercity Relay WPTG331 06/01/2005
Intercity Relay WPTG334 06/01/2005
Intercity Relay WPTG339 06/01/2005
Intercity Relay WPTN382 06/01/2005
Intercity Relay WPTX765 06/01/2005
Remote Pickup WPXN366 06/01/2005
Weather Radar Station WPQJ586 08/09/2005
Business Radio License WPQX729 11/14/2010
Facility Type Call Sign Exp. Date
------------- --------- ---------
Television Broadcast Station License KFAA 06/01/2005
(Channel 51, Rogers, Arkansas)
DTV Application for Construction Permit BMPCDT-20021112ABG 03/04/2004
(Channel 50, Rogers, Arkansas)
Intercity Relay WPNF934 06/01/2005
Intercity Relay WPNK630 06/01/2005
Remote Pickup WPXV734 06/01/2005
Business Radio License WPQX728 11/14/2010
APPII-4
