EXECUTION COPY
EXHIBIT 10.3
REIMBURSEMENT AGREEMENT
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THIS AGREEMENT is made as of May 17, 2001, between Nexstar Equity
Corp., a Delaware corporation ("Equity Corp."), and Nexstar Broadcasting Group,
L.L.C., a Delaware limited liability company ("Broadcasting").
Nexstar Finance Holdings, L.L.C. ("Holdings"), a subsidiary of
Broadcasting, and Equity Corp. are parties to a Purchase Agreement, dated May
14, between Holdings, Nexstar Finance Holdings, Inc., Equity Corp., Banc of
America Securities LLC and Barclays Capital (the "Purchase Agreement") and a
Unit Agreement, dated the date hereof, between Holdings, Nexstar Finance
Holdings, Inc., Equity Corp. and United States Trust Company of New York, as
Unit Agent and Depositary (the "Unit Agreement") pursuant to which Holdings
issued Senior Notes and Equity Corp. issued Common Stock. In connection with
the transactions contemplated by the Purchase Agreement and the Unit Agreement,
Broadcasting wishes to reimburse Equity Corp. for expenses incurred in
connection with the holding of limited liability company interests in
Broadcasting.
In consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Reimbursement of Expenses. Broadcasting shall reimburse Equity
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Corp. for all out-of-pocket costs and expenses incurred in connection with
maintaining its corporate existence, filing federal, state and local tax
returns, maintaining directors' and officers' insurance, paying indemnification
obligations and all other activities deemed necessary by its Board of Directors
and agreed to by Broadcasting. Such costs and expenses shall be reimbursed
promptly by Broadcasting upon submission of customary expense reports.
Broadcasting shall have no obligation to pay any amounts on account of any
corporate income tax payable by Equity Corp.
2. Term. Broadcasting shall reimburse Equity Corp.'s expenses
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pursuant to paragraph 1 for so long as Equity Corp. is in existence and
continues to hold limited liability company interests in Broadcasting.
3. Indemnification. Broadcasting shall indemnify and hold harmless
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Equity Corp., each of its controlling persons and each director, officer,
manager and employee thereof from and against any and all losses, claims,
liabilities, suits, costs, damages and expenses (including attorneys' fees)
arising from their performance hereunder, except as a result of their gross
negligence or wilful misconduct.
4. Notices. Any notice provided for in this Agreement shall be in
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writing and shall be either personally delivered, or mailed by first class mail,
return receipt requested, to the recipient at the address that the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been given when so delivered
or mailed.
5. Severability. Whenever possible, each provision of this Agreement
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will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
6. Complete Agreement. This Agreement embodies the complete
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agreement and understanding among the parties with respect to the subject matter
hereof and supersedes and preempts any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related
to the subject matter hereof in any way.
7. Counterparts. This Agreement may be executed in multiple
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counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
8. Successors and Assigns. This Agreement is intended to bind and
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inure to the benefit of and be enforceable by Broadcasting and Equity Corp. and
their respective successors and assigns.
9. Choice of Law. This Agreement shall be governed by the internal
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law, and not the laws of conflicts, of the State of Delaware.
10. Amendment and Waiver. The provisions of this Agreement may be
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amended or waived only with the prior written consent of Broadcasting and Equity
Corp., and no course of conduct or failure or delay in enforcing the provisions
of this Agreement shall affect the validity, binding effect or enforceability of
this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
NEXSTAR BROADCASTING GROUP, L.L.C.
By: /s/ Xxxxxxx Xxxxx
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Its: VP - Finance
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NEXSTAR EQUITY CORP.
By: /s/ Xxxxxxx Xxxxx
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Its: VP - Finance
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