NEXSTAR BROADCASTING GROUP INC (Form: S-1/A, Received: 11/18/2003 06:12:11)

Title of Each Class of Securities to be Registered

Proposed Maximum
Aggregate Offering Price(1)

Amount of
Registration Fee(2)

Class A common stock, $0.01 par value

As filed with the Securities and Exchange Commission on November 17, 2003

Registration No. 333-86994

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 6

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Nexstar Broadcasting Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		4833		23-3083125
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

909 Lake Carolyn Parkway

Irving, Texas 75039

(972) 373-8800

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Perry A. Sook

President and Chief Executive Officer

909 Lake Carolyn Parkway

Irving, Texas 75039

(972) 373-8800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Joshua N. Korff, Esq. Kirkland & Ellis LLP		Michael J. Schiavone, Esq. Shearman & Sterling LLP
Citigroup Center		599 Lexington Avenue
153 East 53rd Street		New York, New York 10022
New York, New York 10022		(212) 848-4000
(212) 446-4800

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

CALCULATION OF REGISTRATION FEE

(1)	Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) promulgated under the Securities Act of 1933, as amended.

(2)	Previously paid.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 17, 2003

Prospectus

10,000,000 Shares

Nexstar Broadcasting Group, Inc.

Class A Common Stock

We are offering 10,000,000 shares of our Class A common stock. This is our initial public offering, and no public market currently exists for shares of our Class A common stock. We anticipate that the initial public offering price will be between $ 14.00 and $ 16.00 per share.

We have applied to have our Class A common stock approved for quotation on the Nasdaq National Market System under the symbol “NXST.”

Investing in our Class A common stock involves risks that are described under “Risk Factors,” beginning on page 10 of this prospectus.

	Per Share	Total

Offering Price	$	$
Discounts and Commissions to Underwriters	$	$
Offering Proceeds to Nexstar	$	$

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

We have granted the underwriters the right to purchase up to an additional 1,500,000 shares of our Class A common stock to cover over-allotments. The underwriters can exercise this right at any time within thirty days after this offering. The underwriters expect to deliver the shares of Class A common stock to investors on or about , 2003.

Banc of America Securities LLC

Bear, Stearns & Co. Inc.

Lehman Brothers

UBS Investment Bank

RBC Capital Markets

The date of this prospectus is , 2003.

Map of Nexstar Station Portfolio

TABLE OF CONTENTS

		Page
Prospectus Summary		1
Risk Factors		10
Forward-Looking Statements		20
Market Data and Forecasts		20
The Quorum Acquisition		21
Use of Proceeds		25
Dividend Policy		25
Capitalization		26
Dilution		27
Unaudited Pro Forma Condensed Consolidated Financial Statements		29
Selected Historical Consolidated Financial Data		45
Nexstar Management’s Discussion and Analysis of Financial Condition and Results of Operations		48
Quorum Management’s Discussion and Analysis of Financial Condition and Results of Operations		72
Business		80
Management		121
Certain Transactions		132
Principal Stockholders		142
Description of Capital Stock		143
Shares Eligible For Future Sale		146
Certain United States Federal Income Tax Considerations for Non-United States Holders		148
Underwriting		151
Legal Matters		155
Experts		155
Where You Can Find Additional Information		155
Index to Financial Statements		F-1

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Class A common stock.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. It does not contain all the information that may be important to you. You should read this entire prospectus carefully, especially “Risk Factors,” before you decide whether to invest in our Class A common stock.

NEXSTAR BROADCASTING GROUP, INC.

Our Business

We are a television broadcasting company focused on the acquisition, development and operation of television stations. We target stations located in medium-sized markets in the United States, primarily markets that rank from 50 to 175, as reported by BIA Financial Network, Inc . We currently own and operate 16 stations and provide management, sales or other services to an additional 10 stations. In eight of the 17 markets that we currently serve, we own and operate or provide services to more than one station. We refer to these markets as duopoly markets. Most of the stations that we own and operate or provide services to are clustered in the Northeast, Midwest and Southwest regions of the United States. These stations are diverse in their network affiliations: 24 have primary affiliation agreements with one of the four major networks—10 with NBC, five with ABC, five with CBS and four with Fox. The remaining two stations have agreements with UPN.

We believe that medium-sized markets offer significant advantages over larger markets, primarily due to a lower level of competition. These advantages include more favorable acquisition terms, lower programming costs and generally less sophisticated competitors. Since fewer well-capitalized acquirers have a medium-sized market focus, prices and terms for acquisitions are typically more attractive than in larger markets. Additionally, because there are generally only two or three other competitive stations in medium-sized markets and the supply of quality programming exceeds the demand, we are able to achieve lower programming costs. Lastly, we are able to compete effectively by attracting station managers with larger market experience who employ sales and marketing techniques not typically utilized in our markets. While medium-sized markets offer many advantages, larger markets generally offer higher total market revenue and capture a greater focus from some national advertisers.

Of the 10 stations that we do not own and operate but provide services to, eight are owned or programmed by Mission Broadcasting, Inc., or Mission. Nexstar does not own Mission or its television stations. In order for both Nexstar and Mission to continue to comply with FCC regulations, Mission maintains complete responsibility for and control over programming, finances, personnel and operations of its stations. However, as a result of Nexstar’s guarantee of Mission’s debt and Nexstar’s arrangements under local service agreements and purchase option agreements with Mission described later in this prospectus, Nexstar is deemed, under United States generally accepted accounting principles (GAAP), to have a controlling financial interest in Mission. As a result of our controlling financial interest in Mission under GAAP and in order to present fairly our financial position, results of operations and cash flows, we consolidate the financial position, results of operations and cash flows of Mission with Nexstar as if Mission were a wholly-owned entity.

Acquisition Strategy

We selectively pursue acquisitions of television stations primarily in markets ranking from 50 to 175, where we believe we can improve revenue and cash flow through active management. Since January 2000, we have acquired seven stations and contracted to provide services to six additional stations. If the pending acquisitions described below are completed, we will have more than tripled the size of our portfolio since January 2000, having acquired 18 and contracted to provide services to 10 additional stations.

When considering an acquisition, we evaluate the target’s audience share, revenue share, overall cost structure and proximity to our regional clusters. Additionally, we seek to acquire or enter into local service agreements with stations to create duopoly markets. The ownership of stations in our target markets is significantly more fragmented than the ownership of stations in the top 50 markets. We believe that the fragmented station ownership in our target markets creates significant opportunities to expand our portfolio of stations.

Operating Strategy

We seek to generate revenue and cash flow growth through the following strategies :

•

Develop Leading Local Franchises. Each of the stations that we operate or provide services to seeks to create a highly recognized local brand, primarily through quality local news programming and community involvement.

•

Emphasize Local Sales. We employ a large, high-quality sales force to increase revenue from local advertisers.

•

Operate Duopoly Markets. Duopolies enable us to enhance our revenue share and achieve operating efficiencies.

•

Maintain Strict Cost Controls. We emphasize strict cost controls on programming and operating expenses.

•

Capitalize on Multiple Network Affiliations. Because network programming and ratings change frequently, the diversity of our station portfolio’s network affiliations reduces our reliance on the quality of a single network’s programming.

•

Attract and Retain High Quality Management. We use equity incentives to attract and retain station general managers with proven track records in larger television markets.

The benefits achieved through our operating strategies are magnified in our duopoly markets by broadcasting the programming of multiple networks, capitalizing on multiple sales forces and achieving an increased level of operational efficiency. By enhancing operations through active management, we expect revenue and cash flow from our recent and pending acquisitions to grow faster than that of our more mature stations.

The Quorum Acquisition

We have entered into an agreement to acquire all of the subsidiaries of Quorum Broadcast Holdings, LLC, or Quorum, which own and operate 11 television stations (including WTVW, which certain Quorum subsidiaries have contracted to sell) and provide management, sales or other services to an additional five stations, primarily in medium-sized markets. Quorum is an affiliate of ours. Quorum’s principal equityholder and our two principal stockholders are all affiliates of ABRY Broadcast Partners LLC, or ABRY.

For more information about the Quorum acquisition, see “The Quorum Acquisition.”

Significance of Pending Acquisitions to Our Operations

If we complete the Quorum acquisition and the other pending acquisitions described under “Nexstar Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Developments”, we will own and operate 27 stations and provide management, sales or other services to an additional 14 stations. Thirteen of the 26 markets that we will serve upon the completion of pending acquisitions will be duopoly markets. Upon the completion of pending acquisitions, the network affiliations of our station portfolio will continue to be diverse: 37 of these stations have primary affiliation agreements with one of the four major networks—12 with NBC, 11 with Fox, seven with ABC and seven with CBS. Three of the remaining four stations have agreements with UPN, and one is an independent.

Address and Telephone Number

Our principal executive offices are located at 909 Lake Carolyn Parkway, Suite 1450, Irving, Texas 75039, and our telephone number is (972) 373-8800. Our website address is www.nexstar.tv. The information on our website is not part of this prospectus.

THE OFFERING

Class A common stock offered by us		10,000,000 shares
Common stock to be outstanding after this offering		10,109,955 shares of Class A common stock 13,318,141 shares of Class B common stock
		1,364,197 shares of Class C common stock 24,792,293 total shares of common stock

Common stock to be outstanding after this offering and completion of the Quorum acquisition		13,398,629 shares of Class A common stock 13,393,022 shares of Class B common stock 1,364,197 shares of Class C common stock 28,155,848 total shares of common stock

Voting rights		Holders of our Class A common stock and our Class B common stock will generally vote together as a single class on all matters submitted to a vote of our stockholders. The holders of Class A common stock are entitled to one vote per share and the holders of Class B common stock are entitled to 10 votes per share. Upon the completion of this offering: • ABRY will own approximately 96.8% of the outstanding shares of our Class B common stock, representing approximately 90.0% of the voting power of our capital stock; and • Perry A. Sook, our President and Chief Executive Officer, will own approximately 3.2% of the outstanding shares of our Class B common stock, representing approximately 2.9% of the voting power of our capital stock. Upon the completion of this offering and assuming completion of the Quorum acquisition: • ABRY will own approximately 24.5% of the outstanding shares of our Class A Common stock and approximately 96.9% of the outstanding shares of our Class B common stock, representing approximately 90.3% of the voting power of our capital stock; and • Perry A. Sook, our President and Chief Executive Officer, will own approximately 3.2% of the outstanding shares of our Class B common stock, representing approximately 2.9% of the voting power of our capital stock. Holders of our Class C common stock have no voting rights.

Conversion rights		Our Class B common stock and Class C common stock are convertible as follows, subject to obtaining any necessary approvals of the FCC: • holders of shares of our Class B common stock or Class C common stock may elect at any time to convert their shares into an equal number of shares of Class A common stock;
		• upon transfer to anyone other than Perry A. Sook, ABRY or an affiliate of ABRY, the Class B common stock will automatically convert into Class A common stock on a one-for-one basis; and • if the Class B common stock represents less than 10.0% of the total common stock outstanding, all of the Class B common stock will automatically convert into Class A common stock on a one-for-one basis.

Use of proceeds		We estimate that the net proceeds to us from this offering will be approximately $134.2 million, after deducting estimated underwriting discounts and commissions and offering expenses payable by us and assuming a public offering price of $15.00 per share, the midpoint of the range set forth on the cover of this prospectus. We intend to use the net proceeds of this offering to (1) redeem the mandatorily redeemable Series AA preferred membership interests of Nexstar Broadcasting Group, L.L.C., our predecessor, (2) redeem all of our subsidiaries’ 16% senior discount notes, (3) partially finance the Quorum acquisition and (4) pay a success fee to our chief executive officer. Our ability to use the proceeds from this offering to redeem our subsidiaries’ 16% senior discount notes and to partially finance the Quorum acquisition is conditioned upon our receipt of a waiver or amendment to our senior credit facilities to use the proceeds for these purposes. If we cannot obtain such a waiver or amendment to allow us to redeem the 16% senior discount notes or if the Quorum acquisition does not occur, we will use the proceeds from this offering that were intended for such purposes for general corporate purposes, including acquisitions.

Risk factors		See “Risk Factors” and other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our Class A common stock.

Proposed Nasdaq National Market symbol		NXST

Unless otherwise indicated, all information in this prospectus related to the number of shares outstanding after this offering assumes the underwriters do not exercise their over-allotment option and gives effect to our corporate reorganization, whereby Nexstar Broadcasting Group, L.L.C., our predecessor, and certain of its direct and indirect subsidiaries will be merged with and into our company, as more fully described in this prospectus under the caption “Nexstar Management’s Discussion and Analysis of Financial Condition and Results of Operations—Introduction—Corporate Reorganization.”

The actual number of shares of Class A, B and C common stock that we issue in connection with our corporate reorganization upon the conversion of existing membership interests in Nexstar Broadcasting Group, L.L.C. will depend upon the actual initial public offering price of our Class A common stock. Throughout this prospectus, the number of shares of common stock to be issued upon completion of our corporate reorganization assumes an initial public offering price of $15.00 per share.

The number of shares of Class A common stock outstanding after this offering excludes 3,000,000 shares which will have been reserved for issuance under our stock option plan, under which we will issue (i) options to acquire 1,060,000 shares of Class A common stock in connection with our corporate reorganization and (ii) options to acquire 240,000 shares of Class A common stock in connection with the Quorum acquisition, in each case, at an exercise price equal to the initial public offering price per share.

SUMMARY HISTORICAL AND PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

In the table below, we provide you with summary historical and pro forma condensed consolidated financial data, as of the dates and periods indicated. The summary historical consolidated financial data set forth below are derived from the financial statements of Nexstar Broadcasting Group, L.L.C., our predecessor, included elsewhere in this prospectus. The unaudited pro forma statement of operations data for the year ended December 31, 2002 and the nine months ended September 30, 2003 give effect to (1) our corporate reorganization whereby Nexstar Broadcasting Group, L.L.C. will be merged with and into our company, Nexstar Broadcasting Group, Inc., (2) the completion of this offering at an assumed initial public offering price of $15.00 per share, the midpoint of the range set forth on the cover of this prospectus, and the application of the net proceeds therefrom, (3) the KARK/WDHN acquisition, (4) the completion of the private placement of $125.0 million aggregate principal amount of senior subordinated notes by Nexstar Finance and additional borrowings under our amended senior credit facilities and the application of the net proceeds therefrom, and (5) the Quorum acquisition, as though such transactions had occurred at the beginning of such period. The unaudited as adjusted balance sheet data as of September 30, 2003 give effect to the transactions described in clauses (1) and (2) above (other than the use of a portion of the proceeds from this offering to finance the Quorum acquisition) as if they had occurred on September 30, 2003. The unaudited pro forma balance sheet data as of September 30, 2003 give further effect to the transactions described in clauses (4) and (5) above as if they had occurred on September 30, 2003. As described elsewhere in this prospectus, Mission purchased substantially all of the assets of KRBC and KSAN on June 13, 2003 and has entered into an agreement to purchase substantially all of the assets of WBAK, and we have entered into an agreement to purchase substantially all of the assets of KPOM/KFAA. In accordance with Securities Exchange Commission Rule 3-05 of Regulation S-X, we have not included these acquisitions in the pro forma condensed consolidated financial data, as these station acquisitions do not meet the applicable significance threshold.

We provide you with summary unaudited pro forma condensed consolidated financial data for illustrative purposes only and not to represent what our results of operations or financial position actually would have been if the transactions described in clauses (1) through (5) above had occurred as of the dates indicated or what our results of operations or financial position will be for future periods. The following financial data should be read together with “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Selected Historical Consolidated Financial Data,” “Nexstar Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quorum Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and the related notes of (1) Nexstar Broadcasting Group, L.L.C., (2) Quorum and (3) United Broadcasting Corporation, KARK-TV, Inc. and Morris Network of Alabama, Inc., the prior owners of KARK and WDHN, appearing elsewhere in this prospectus. As described elsewhere in this prospectus, as a result of our controlling financial interest in Mission under GAAP, we consolidate the financial position, results of operations and cash flows of Mission with Nexstar as if Mission were a wholly-owned entity in order to present fairly our financial position, results of operations and cash flow in conformity with GAAP. Also as described elsewhere in this prospectus, as a result of Quorum’s controlling financial interest in Mission of Amarillo and VHR Broadcasting, Inc. under GAAP, Quorum consolidates the financial position, results of operations and cash flows of Mission of Amarillo and VHR Broadcasting, Inc. with Quorum as if Mission of Amarillo and VHR Broadcasting, Inc. were wholly-owned entities in order to present fairly Quorum’s financial position, results of operations and cash flow in conformity with GAAP.

	Year Ended December 31,												Nine Months Ended September 30, (unaudited)
										Pro Forma (unaudited) (Restated) ⁽⁷⁾			Actual						Pro Forma (Restated) ⁽⁷⁾
	Actual									Pro Forma (unaudited) (Restated) ⁽⁷⁾			Actual						Pro Forma (Restated) ⁽⁷⁾
	2000			2001			2002			2002			2002			2003			2003
	(amounts in thousands, except per unit and per share data)
Statement of Operations Data:
Net broadcast revenue ⁽¹⁾	$	107,085		$	99,054		$	123,137		$	197,485		$	83,931		$	93,781		$	141,930
Trade and barter revenue		10,382			11,675			10,702			17,691			7,603			8,365			13,495

Total net revenue		117,467			110,729			133,839			215,176			91,534			102,146			155,425
Operating expenses:
Direct operating expenses (exclusive of depreciation and amortization shown separately below)		29,269			31,332			35,147			56,192			25,893			30,528			43,211
Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately below)		28,790			28,182			35,821			67,543			25,445			30,264			52,548
Depreciation and amortization ⁽²⁾		40,838			51,155			41,433			75,544			30,515			32,030			54,590

Income from operations		18,570			60			21,438			15,897			9,681			9,324			5,076
Interest expense, net		19,861			39,973			38,789			60,476			28,832			39,900			40,184
Other (income) expense, net		259			519			2,356			1,216			2,366			(1,403	)		(2,847	)

Loss before income taxes		(1,550	)		(40,432	)		(19,707	)		(45,795	)		(21,517	)		(29,173	)		(32,261	)
Income tax benefit (expense)		(1,668	)		2,232			(5,178	)		(9,544	)		2,685			(1,478	)		(3,079	)

Loss before related party minority interest preferred dividend		(3,218	)		(38,200	)		(24,885	)		(55,339	)		(18,832	)		(30,651	)		(35,340	)
Related party minority interest preferred dividend		—			(2,423	)		—			—			—			—			—

Loss before cumulative effect of change in accounting principle and minority interest in consolidated entity		(3,218	)		(40,623	)		(24,885	)		(55,339	)		(18,832	)		(30,651	)		(35,340	)

Minority interest in consolidated entity		—			—			—			—			—			263			263

Loss before cumulative effect of change in accounting principle		(3,218	)		(40,623	)		(24,885	)		(55,339	)		(18,832	)		(30,388	)		(35,077	)

Cumulative effect of change in accounting principle		—			—			(27,419	)		—			(27,419	)		(6,321	)		—

Net loss ⁽³⁾	$	(3,218	)	$	(40,623	)	$	(52,304	)	$	(55,339	)	$	(46,251	)	$	(36,709	)	$	(35,077	)


Net loss	$	(3,218	)	$	(40,623	)	$	(52,304	)				$	(46,251	)	$	(36,709	)
Accretion of preferred interest to redemption value		—			(2,786	)		(7,713	)					(5,195	)		(7,939	)

Net loss attributable to common unit holders	$	(3,218	)	$	(43,409	)	$	(60,017	)				$	(51,446	)	$	(44,648	)


Basic and diluted loss per unit ⁽⁴⁾	$	(0.89	)	$	(8.55	)	$	(9.66	)				$	(8.29	)	$	(6.43	)
Weighted average number of units outstanding		3,605			5,078			6,216						6,206			6,941
Basic and diluted loss per share ⁽⁵⁾										$	(1.97	)							$	(1.25	)
Weighted average number of shares outstanding											28,081									28,081

	As of September 30, 2003 (unaudited)
	Actual			As Adjusted		Pro Forma (Restated)
	(dollars in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	51,733		$	94,022	$	31,971
Working capital		60,833			103,122		54,920
Net intangible assets		387,409			387,409		527,980
Total assets		557,156			599,445		733,212
Total debt ⁽⁶⁾		516,078			434,963		592,313
Total redeemable common units		8,298			—		—
Total members’ interest or stockholders’ equity		(57,188	)		74,514		14,558

(1)

Net broadcast revenue is defined as revenue net of agency and national representative commissions, excluding trade and barter revenue.

(2)

Depreciation and amortization include amortization of program contract costs and net realizable value adjustments, depreciation and amortization of property and equipment, and amortization of acquired intangible broadcasting assets. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of our adoption of SFAS No. 142.

(3)

Pro forma net loss is defined as pro forma loss before discontinued operations and cumulative effect of change in accounting principle.

(4)

Loss per unit is based on the net loss attributable to common unitholders.

(5)

Loss per share is based on the net loss attributable to common stockholders.

(6)

Total debt includes preferred units subject to mandatory redemption and excludes our pre-existing guarantee of a third-party loan of $3.0 million made to our chief executive officer which will be repaid in full by him upon the completion of this offering. See “Use of Proceeds.”

(7)

The 2002 Financial Statements of Quorum Broadcast Holdings, LLC have been restated to record additional valuation allowance for certain deferred tax assets. See Note 17 of the financial statements for additional explanation.

RISK FACTORS

Before you invest in our Class A common stock, we recommend that you carefully consider the various risks applicable to us, our industry and this offering, together with all of the other information included in this prospectus. We may become subject to additional risks in the future. If any of the events described in the following risk factors occurs, our business, financial condition or operating results could be adversely affected. In that case, the trading price of our Class A common stock could decline, and you could lose some or all of your investment.

Risks Related to Our Company

Our substantial debt could limit our ability to grow and compete.

We have a significant amount of indebtedness. The following table sets forth information related to our indebtedness and capitalization as of September 30, 2003 (1) on an actual basis, (2) on an as adjusted basis to give effect to the completion of this offering, assuming an initial public offering price of $15.00 per share and the use of proceeds therefrom (other than the use of a portion of the proceeds from this offering to finance the Quorum acquisition) and our corporate reorganization as described elsewhere in this prospectus and (3) on a pro forma basis to give further effect to the private placement of $125.0 million aggregate principal amount of senior subordinated notes by Nexstar Finance and additional borrowings under our amended senior credit facilities to finance the Quorum acquisition:

	As of September 30, 2003
	Actual			As Adjusted			Pro Forma (Restated)
	(Unaudited)

	(dollars in thousands)
Total indebtedness ⁽¹⁾⁽²⁾	$	516,078			434,963		$	592,313
Total redeemable common units		8,298			—			—
Total members’ interests (deficit) or stockholders’ equity (deficit)		(57,188	)		74,514			14,558

Total capitalization	$	467,188		$	509,477		$	606,871

Debt to total capitalization ratio		110.5	%		85.4	%		97.6	%

(1)

Includes preferred units subject to mandatory redemption and excludes our pre-existing guarantee of a third-party loan of $3.0 million made to our chief executive officer which will be repaid in full by him upon the completion of this offering. See “Use of Proceeds.”

(2)

At September 30, 2003, there was $67.9 million of unused commitments under our senior credit facilities. On a pro forma basis, at September 30, 2003, there would have been approximately $45.5 million of unused commitments under our amended senior credit facilities.

Our substantial indebtedness could have important consequences to our business. For example, it could:

•

limit our ability to borrow additional funds or obtain additional financing in the future;

•

limit our ability to pursue acquisition opportunities;

•

expose us to greater interest rate risk since the interest rate on borrowings under our senior credit facilities is variable;

•

limit our flexibility to plan for and react to changes in our business and our industry; and

•

impair our ability to withstand a general downturn in our business and place us at a disadvantage compared to our competitors that are less leveraged.

In addition, our high level of debt requires us to dedicate a substantial portion of our cash flow to pay principal and interest on our debt which will reduce the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes. The following tables set forth on the same as adjusted basis

and pro forma basis described above, as of September 30, 2003, the approximate aggregate amount of principal indebtedness scheduled to mature for the periods referenced.

	Total			2003		2004-2005		2006-2007		Thereafter
	(dollars in thousands)
As Adjusted
Nexstar senior credit facilities	$	130,000		$	—	$	2,600	$	2,600	$	124,800
Mission senior credit facilities		67,150			—		1,100		1,100		64,950
12% senior subordinated notes due 2008		160,000			—		—		—		160,000
16% senior discount notes due 2009		0			—		—		—		—
11 ³ / 8 % senior discount notes due 2013		130,000	⁽¹⁾		—		—		—		130,000

Pro Forma
Nexstar senior credit facilities		89,500			—		1,100		1,100		87,300
Mission senior credit facilities		141,565			—		2,800		2,800		135,965
12% senior subordinated notes due 2008		160,000			—		—		—		160,000
16% senior discount notes due 2009		0			—		—		—		—
11 ³ / 8 % senior discount notes due 2013		130,000	⁽¹⁾		—		—		—		130,000
New senior subordinated notes		125,000			—		—		—		125,000

(1)

Accreted value as of September 30, 2003 was $79.0 million.

We could also incur additional debt in the future. The terms of our senior credit facilities, as well as the indentures governing our subsidiaries’ publicly-held notes, limit, but do not prohibit us from incurring substantial amounts of additional debt. To the extent we incur additional debt, we would become even more susceptible to the leverage-related risks described above.

The agreements governing our debt contain various covenants that limit our management’s discretion in the operation of our business.

Our senior credit facilities and the indentures governing our subsidiaries’ publicly-held notes contain various covenants that restrict our ability or the ability of our subsidiaries to, among other things:

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incur additional debt and issue preferred stock;

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pay dividends and make other distributions;

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make investments and other restricted payments;

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merge, consolidate or transfer all or substantially all of our assets;

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enter into sale and leaseback transactions;

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create liens;

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sell assets or stock of our subsidiaries; and

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enter into transactions with affiliates.

In addition, our senior credit facilities require us to maintain or meet certain financial ratios, including consolidated leverage ratios and interest coverage ratios. Future financing agreements may contain similar, or even more restrictive, provisions and covenants. As a result of these restrictions and covenants, our management’s ability to operate our business in its discretion is limited, and we may be unable to compete effectively, pursue acquisitions or take advantage of new business opportunities, any of which could harm our business.

If we or any subsidiary of ours fails to comply with the restrictions in present or future financing agreements, a default may occur. A default could allow creditors to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies. A default could also allow creditors to foreclose on any collateral securing such debt.

Mission may make decisions regarding the operation of its stations that could reduce the amount of cash we receive under our local service agreements.

Mission is 100% owned by an independent third party. Mission owns and operates the following television stations: WYOU, WFXP, KJTL, KJBO-LP, KODE, KRBC and KSAN, which was called KACB until October 30, 2003. Mission also programs WBAK pursuant to a time brokerage agreement, pending Mission’s acquisition of WBAK from Bahakel Communications, which is expected to close in the fourth quarter of 2003, subject to FCC consent. We have entered into various local service agreements, or LSAs, with Mission, pursuant to which we provide services to Mission’s stations. We also guarantee all of Mission’s debt, which was incurred primarily in connection with Mission’s acquisition of its stations. In return, we receive substantially all of the available cash generated by Mission’s stations. In addition, the owner of Mission has granted us a purchase option with respect to each Mission station. Pursuant to the terms of the purchase options, we have the option to acquire the assets and liabilities of each Mission station for consideration equal to the greater of (1) seven times the station’s broadcast cash flow as defined in the option agreement less the amount of its indebtedness as defined in the option agreement or (2) the amount of its indebtedness. As a result of these arrangements, we consolidate the results of operations and financial position of the Mission stations with our results of operations and financial position in our consolidated financial statements.

However, while we are deemed to have a controlling financial interest in Mission under GAAP, Mission still owns and controls each Mission station and will own and control each station now owned by Mission of Amarillo or VHR after the Quorum acquisition. We do not own Mission or its stations, and in order for our arrangements with Mission under the LSAs to comply with FCC regulations, Mission must maintain complete responsibility for and control over programming, finances, personnel and operations of its stations. As a result, the individual who owns Mission can make decisions with which we disagree and which could reduce the cash flow generated by these stations and, as a consequence, the amounts we receive under our LSAs with Mission. For instance, we may disagree with Mission’s programming decisions, which programming may prove unpopular and/or may generate less advertising revenue. Furthermore, subject to Mission’s agreement with its lenders, the owner of Mission could choose to pay himself a dividend.

The revenue generated by stations we operate or provide services to could decline substantially if they fail to maintain or renew their network affiliation agreements on favorable terms, or at all.

Due to the quality of the programming provided by the networks, stations that are affiliated with a network generally have higher ratings than unaffiliated independent stations in the same market. As a result, it is important for stations to maintain their network affiliations. All of the stations that we own and operate or to which we provide services have affiliation agreements—10 stations have primary affiliation agreements with NBC, five with CBS, five with ABC, four with Fox and two with UPN. Each of NBC, CBS and ABC generally provides affiliated stations with up to 22 hours of prime time programming per week, while each of Fox and UPN provides affiliated stations with up to 15 hours of prime time programming per week. In return, affiliated stations broadcast the respective network’s commercials during the prime time programming. Under the affiliation agreements with NBC, CBS and ABC, affiliated stations also receive cash compensation from these networks.

All of the network affiliation agreements of the stations that we own and operate or to which we provide services are scheduled to expire at various times beginning in December 2004 through January 2013, except for one network affiliation agreement which can be terminated upon 30 days prior written notice by the network. Network affiliation agreements are also subject to earlier termination by the networks under limited circumstances. For more information regarding these network affiliation agreements see “Business—Network Affiliations.”

The loss of the services of our chief executive officer could disrupt the management of our business and impair the execution of our business strategies.

We believe that our success depends upon our ability to retain the services of Perry A. Sook, our founder and President and Chief Executive Officer. Mr. Sook has been instrumental in determining our strategic direction and focus. The loss of Mr. Sook’s services could adversely affect our ability to manage effectively our overall operations and successfully execute current or future business strategies.

Our company, and your investment in our company, could be less valuable if we are unable to close the Quorum acquisition.

Through the Quorum acquisition, we will increase the number of stations that we own and operate or provide services to by 60%. However, the Quorum acquisition is subject to certain conditions, including FCC consent, and will not close unless we and other relevant parties satisfy or waive all of these conditions. We have received FCC consent to the acquisition of Quorum; however, we have not yet received consent to the Mission mergers described in “The Quorum Acquisition.” We cannot assure you that the FCC will consent to the Mission mergers or that we or any relevant party will be able to satisfy the other conditions required to close the acquisition. The completion of this offering is not conditioned upon the completion of the Quorum acquisition.

A failure to close the Quorum acquisition, or a substantial delay in closing, could have a material adverse effect upon our business prospects, financial condition and results of operations. We would own and operate or provide services to significantly fewer stations and would not receive the economic benefit of the additional 11 stations (including WTVW, which certain Quorum subsidiaries have contracted to sell) that the Quorum subsidiaries own and operate and the five stations to which the Quorum subsidiaries provide services. For information about the Quorum acquisition, including the conditions to which the acquisition is subject, see “The Quorum Acquisition.” For information about Quorum’s stations, see “Business—Stations.” For information about the effect of the acquisition on our financial condition and results of operations, see “Unaudited Pro Forma Condensed Consolidated Financial Statements.”

Our growth may be limited if we are unable to implement our acquisition strategy.

We intend to accelerate our growth by selectively pursuing acquisitions of television stations. The television broadcast industry is undergoing consolidation, which may reduce the number of acquisition targets and increase the purchase price of future acquisitions. Some of our competitors may have greater financial or management resources with which to pursue acquisition targets. Therefore, even if we are successful in identifying attractive acquisition targets, we may face considerable competition and our acquisition strategy may not be successful.

FCC rules and policies may also make it more difficult for us to acquire or enter into local service agreements with additional television stations. Television station acquisitions are subject to the approval of the FCC and, potentially, other regulatory authorities. The need for FCC and other regulatory approvals could restrict our ability to consummate future transactions if, for example, the FCC or other government agencies believe that a proposed transaction would result in excessive concentration in a market, even if the proposed combinations may otherwise comply with FCC ownership limitations.

Growing our business through acquisitions involves risks and if we are unable to manage effectively our rapid growth, our operating results will suffer.

We have experienced rapid growth. Since January 2000, we have acquired seven stations and contracted to provide services to six additional stations. If pending acquisitions are completed, we will have more than tripled the size of our portfolio since January 2000, having acquired 18 and contracted to provide service to 10 additional stations. We will continue to actively pursue additional acquisition opportunities. Our growth has placed, and our anticipated growth will continue to place, a significant strain on our management resources. To manage effectively our growth and address the increased reporting requirements and administrative demands that will result from this offering, we will need, among other things, to further develop our financial and management controls and management information systems. We will also need to identify, attract and retain highly skilled finance and management personnel. Failure to do any of these tasks in an efficient and timely manner could seriously harm our business.

There are other risks associated with growing our business through acquisitions. For example, with any past or future acquisition, including the Quorum acquisition, there is the possibility that:

•

we may not be able to successfully reduce costs, increase advertising revenue or audience share or realize anticipated synergies and economies of scale with respect to any acquired station;

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an acquisition may increase our leverage and debt service requirements or may result in our assuming unexpected liabilities;

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our management may be distracted from overseeing existing operations by the need to integrate the acquired business;

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we may experience difficulties integrating operations and systems, as well as, company policies and cultures;

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we may fail to retain and assimilate employees of the acquired business; and

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problems may arise in entering new markets in which we have little or no experience.

The occurrence of any of these events could have a material adverse effect on our operating results, particularly during the period immediately following any acquisition.

FCC actions may restrict our ability to create duopolies under local service agreements, which would harm our existing operations and impair our acquisition strategy.

We have created duopolies in some of our markets by entering into what we refer to in this prospectus as local service agreements, or LSAs. Quorum has also created duopolies in some of its markets by entering into local service agreements. While these agreements take varying forms, a typical local service agreement is an agreement between two separately-owned television stations serving the same market, whereby the owner of one station provides operational assistance to the other station, subject to ultimate editorial and other controls being exercised by the latter station’s owner. By operating or entering into local service agreements with more than one station in a market, we achieve significant operational efficiencies, broaden our audience reach and enhance our ability to capture more advertising spending in a given market.

While all of our existing local service agreements (as well as all of the Quorum subsidiaries’ existing local service agreements) comply with FCC rules and policies, we cannot assure you that the FCC will continue to permit local service agreements as a means of creating duopoly-type opportunities, or that the FCC will not challenge our arrangements with Mission or Sinclair Broadcast Group, Inc. (or the Quorum arrangements with Mission of Amarillo or VHR, which will be assumed by us and Mission upon the completion of the Quorum acquisition) in the future. If the FCC, on its own initiative or in response to a third party complaint, were to challenge our existing or future arrangements with Mission or Sinclair and determine that such arrangements violate the FCC’s rules or policies, we may be required to terminate such arrangements and we could be subject to sanctions, fines and/or other penalties.

The interests of our principal stockholder, ABRY, in other media may limit our ability to acquire television stations in particular markets, restricting our ability to execute our acquisition strategy.

The number of television stations we may acquire in any market is limited by FCC rules and may vary depending upon whether the interests in other television stations or other media properties of persons affiliated with us are attributable under FCC rules. The broadcast or other media interests of our officers, directors and stockholders with 5% or greater voting power are generally attributable under the FCC’s rules, which may limit us from acquiring or owning television stations in particular markets while those officers, directors or stockholders are associated with us. In addition, the holder of otherwise non-attributable equity and/or debt in a licensee in excess of 33% of the total debt and equity of the licensee will be attributable where the holder is either a major program supplier to that licensee or the holder has an attributable interest in another broadcast station, cable system or daily newspaper in the same market.

ABRY, our principal stockholder, is one of the largest private equity firms specializing in media and broadcasting investments. Immediately following this offering, we anticipate that ABRY will beneficially own approximately 96.8% of the outstanding shares of our Class B common stock, which will represent approximately

90.0% of the voting power of our capital stock. If the Quorum acquisition is completed, immediately following this offering ABRY will beneficially own approximately 24.5% of the outstanding shares of our Class A common stock and approximately 96.9% of the outstanding shares of our Class B common stock, which will represent approximately 90.3% of the voting power of our capital stock. As a result of ABRY’s interest in us, we could be prevented from acquiring broadcast companies in markets where ABRY has an attributable interest in television stations or other media, which could impair our ability to execute our acquisition strategy. Our certificate of incorporation allows ABRY and its affiliates from time to time to identify, pursue and consummate additional acquisitions of television stations or other broadcast related businesses that may be complementary to our business and therefore such acquisition opportunities may also not be available to us.

We are controlled by our principal stockholder, ABRY, and its interests may differ from your interests.

As a result of ABRY’s controlling interest in our company, ABRY will be able to exercise a controlling influence over our business and affairs and will be able to unilaterally determine the outcome of any matter submitted to a vote of our stockholders, including the election and removal of directors and the approval of any merger, consolidation or sale of all or substantially all of our assets. In addition, five of our directors are or were affiliated with ABRY. ABRY’s interests in our company may differ from the interests of our other stockholders and ABRY could take actions or make decisions that are not in your best interests. Furthermore, this concentration of ownership by ABRY may have the effect of impeding a merger, consolidation, takeover or other business combination involving us or discouraging a potential acquiror from making a tender offer for our shares.

Our certificate of incorporation, bylaws, debt instruments and Delaware law contain anti-takeover protections that may discourage or prevent a takeover of our company, even if an acquisition would be beneficial to our stockholders.

Provisions of our certificate of incorporation and bylaws, as well as provisions of the Delaware General Corporation Law, could delay or make it more difficult to remove incumbent directors or for a third party to acquire us, even if a takeover would benefit our stockholders. The provisions in our certificate of incorporation and bylaws:

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authorize the issuance of “blank check” preferred stock by our board of directors without a stockholder vote;

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do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates; and

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set forth specific advance notice procedures for matters to be raised at stockholder meetings.

The Delaware General Corporation Law prohibits us from engaging in “business combinations” with “interested shareholders” (with some exceptions) unless such transaction is approved in a prescribed manner. The existence of this provision could have an anti-takeover effect with respect to transactions not approved in advance by the board of directors, including discouraging attempts that might result in a premium over the market price for our common stock.

In addition, a change in control would be an event of default under our senior credit facilities and trigger the rights of holders of our subsidiaries’ publicly-traded notes to cause our subsidiaries to repurchase such notes. These events would add to the cost of an acquisition, which could deter a third party from acquiring us. The completion of this offering will not constitute a change of control for purposes of our credit facilities or under our subsidiaries’ publicly-traded notes.

Risks Related to Our Industry

Our operating results are dependent on advertising revenue and as a result, we may be more vulnerable to economic downturns and other factors beyond our control than businesses not dependent on advertising.

We derive our revenue primarily from the sale of advertising time. Our ability to sell advertising time depends on numerous factors that may be beyond our control, including:

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the health of the economy in the local markets where our stations are located and in the nation as a whole;

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the popularity of our programming;

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fluctuations in pricing for local and national advertising;

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the activities of our competitors, including increased competition from other forms of advertising-based media, particularly newspapers, cable television, Internet and radio;

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the decreased demand for political advertising in non-election years; and

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changes in the makeup of the population in the areas where our stations are located.

Because businesses generally reduce their advertising budgets during economic recessions or downturns, our reliance on advertising revenue makes our operating results particularly susceptible to prevailing economic conditions. In general, advertising revenue declined substantially in 2001 due in large part to the economic recession and the terrorist attack on September 11, 2001. We cannot assure you that our programming will attract sufficient targeted viewership or that we will achieve favorable ratings. Our ratings depend partly upon unpredictable and volatile factors beyond our control, such as viewer preferences, competing programming and the availability of other entertainment activities. A shift in viewer preferences could cause our programming not to gain popularity or to decline in popularity, which could cause our advertising revenue to decline. In addition, we and the programming providers upon which we rely may not be able to anticipate, and effectively react to, shifts in viewer tastes and interests in our markets.

Because a high percentage of our operating expenses are fixed, a relatively small decrease in advertising revenue could have a significant negative impact on our financial results.

Our business is characterized generally by high fixed costs, primarily for debt service, broadcast rights and personnel. Other than commissions paid to our sales staff and outside sales agencies, our expenses do not vary significantly with the increase or decrease in advertising revenue. As a result, a relatively small change in advertising prices could have a disproportionate effect on our financial results. Accordingly, a minor shortfall in expected revenue could have a significant negative impact on our financial results.

Foreign hostilities and further terrorist attacks may affect our revenues and results of operations.

We may experience a loss of advertising revenue and incur additional broadcasting expenses in the event the United States of America engages in foreign hostilities or in the event there is a terrorist attack against the United States of America. A significant news event like a war or terrorist attack will likely result in the preemption of regularly scheduled programming by network news coverage of the event. As a result, advertising may not be aired and the revenue for such advertising may be lost unless the broadcasting station is able to run the advertising at agreed-upon times in the future. There can be no assurance that advertisers will agree to run such advertising in future time periods or that space will be available for such advertising. We cannot predict the duration of such preemption of local programming if it occurs. In addition, our broadcasting stations may incur additional expenses as a result of expanded news coverage of the local impact of a war or terrorist attack. The loss of revenue and increased expenses could negatively affect our results of operations.

The industry-wide mandatory conversion to digital television will require us to make significant capital expenditures for which we might not see a return on our investment.

The FCC required all commercial television stations in the United States to start broadcasting in digital format by May 1, 2002 unless the FCC granted an extension. Stations may broadcast both analog and digital

signals until December 31, 2006, when they must abandon the analog format, provided that 85% of households within the relevant DMA have the capability to receive a digital signal. The digital transmissions may initially be low-power, but full-power transmission will be required by a date to be established by the FCC.

It will be expensive to convert from the current analog format to digital format. This conversion required an average initial capital expenditure of approximately $0.2 million per station for low-power transmission of digital signal programming, and our most recent estimate is that it will require an average additional capital expenditure of approximately $0.7 million per station to modify the transmitter for full-power digital signal transmission. We may have to undertake capital expenditures for some of our stations to modify our tower structures and to purchase studio and production equipment that can support digital format. The transition to digital television, or DTV, eventually will require consumers to purchase new televisions that are capable of receiving and displaying DTV signals, or adapters to receive DTV signals and convert them to analog signals for display on their existing receivers. Currently, very few households have either a digital television or an adapter. It is possible that many households will never make the switch to digital television. Such households would not be able to view our stations’ signals over-the-air if and when the FCC requires us to cease broadcasting analog signals. If this happens our investment in upgrading our stations to broadcast digitally will have been largely wasted with respect to such households.

In addition, digital technology could expose us to additional competition since digital technology allows broadcasting of multiple channels within the additional allocated spectrum, compared to only one channel today using analog technology. We do not know now what effect this will have on the competitive landscape in our industry.

If direct broadcast satellite companies do not carry the stations that we own and operate or provide services to, we could lose revenue and audience share.

The Satellite Home Viewer Improvement Act of 1999 allows direct broadcast satellite television companies to transmit local broadcast television signals to subscribers in local markets provided that they offer to carry all local stations in that market. However, satellite providers have limited satellite capacity to deliver local station signals in local markets. Satellite providers, such as DirecTV and EchoStar, carry our and Mission’s stations in only three of our markets, Little Rock-Pine Bluff, Wilkes Barre-Scranton and Shreveport, and may choose not to carry local stations in any of our other markets. In those markets in which the satellite providers do not carry local station signals, subscribers to those satellite services will be unable to view our stations without making further arrangements, such as installing antennas and switches. Furthermore, when direct broadcast satellite companies do carry local television stations in a market, they are permitted to charge subscribers extra for such service; some subscribers may choose not to pay extra to receive local television stations. In the event subscribers to satellite services do not receive the stations that we own and operate or provide services to, we could lose audience share which would adversely affect our revenue and earnings.

Intense competition in the television industry could limit our growth and impair our ability to become profitable.

As a television broadcasting company, we face a significant level of competition, both directly and indirectly. Generally, we compete for our audience against all the other leisure activities in which one could choose to engage rather than watch television. Specifically, our stations compete for audience share, programming and advertising revenue with other television stations in their respective markets and with other advertising media, including newspapers, radio stations, cable television and the Internet.

The entertainment industry, and particularly the television industry, is highly competitive and is undergoing a period of consolidation. Many of our current and potential competitors have greater financial, marketing, programming and broadcasting resources than we do. The markets in which we operate are also in a constant state of change arising from, among other things, technological improvements and economic and regulatory

developments. Technological innovation and the resulting proliferation of television entertainment, such as cable television, wireless cable, satellite-to-home distribution services, pay-per-view and home video and entertainment systems, have fractionalized television viewing audiences and have subjected free over-the-air television broadcast stations to increased competition. We may not be able to compete effectively or adjust our business plans to meet changing market conditions. We are unable to predict what forms of competition will develop in the future, the extent of that competition or its possible effects on our businesses.

In addition, on February 19, 2002, the U.S. Court of Appeals for the D.C. Circuit directed the FCC to repeal in its entirety the local television/cable cross-ownership rule, which prohibits any cable television system from carrying the signal of any television broadcast station with a predicted service area that overlaps, in whole or in part, the cable system’s service area, if the cable system (or any of its attributable principals) has an attributable interest in the television station. As a result of such repeal, cable systems and co-located television stations now may be commonly-owned. This means that the operator of a cable system that carries one of our stations could become the owner of a competing station in the market.

On June 2, 2003, the FCC eliminated its radio/television cross-ownership rule and its local television/newspaper cross-ownership rule, replacing both with a new single cross media ownership rule. Under this new rule, a daily newspaper, under certain circumstances, may be able to own a television station in the same market. This means that the owner of a local newspaper could become the owner of a competing station in the market. This rule was to become effective on September 4, 2003. However, on September 3, 2003, a three-judge panel of the U.S. Court of Appeals for the Third Circuit stayed the effectiveness of the new rule pending the outcome of the appeals to the U.S. Court of Appeals. For more information about this rule, which also remains subject to petitions for reconsideration and Congressional review and modification, see “Business—Federal Regulation of Television Broadcasting—Cross Media Ownership.”

Risks Related to this Offering

Shares eligible for sale in the near future may cause the market price for our Class A common stock to decline.

Sales of a substantial number of shares of our Class A common stock in the public market following this offering, or the perception that these sales could occur, may depress the market price for our Class A common stock. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future.

The number of shares of Class A common stock available for sale in the public market is limited by restrictions under federal securities law and lock-up agreements that our officers, directors and principal stockholders have entered into with the underwriters of this offering. Those agreements restrict our officers, directors and principal stockholders from selling, pledging or otherwise disposing of their shares for a period of 180 days after the date of this prospectus. At any time and without notice, Banc of America Securities LLC may, in its sole discretion, release all or some of the securities from these lock-up agreements.

Upon completion of this offering and our corporate reorganization, we will have 10,109,955 shares of Class A common stock outstanding. Additionally, we will have 13,318,141 shares of Class B common stock and 1,364,197 shares of Class C common stock outstanding, all of which may be converted at any time into shares of Class A common stock. Upon completion of the Quorum acquisition, there will be an additional 3,288,674 shares of Class A common stock and 74,881 shares of Class B common stock outstanding. All of the shares sold in this offering will generally be freely tradable without restriction or further registration under the Securities Act of 1933. Substantially all of the remaining shares of common stock held by existing stockholders, including the shares to be issued in connection with the Quorum acquisition, are subject to the lock-up agreements described above and commencing 180 days after the date of this prospectus will be freely tradeable subject to applicable volume limitations under Rule 144 under the Securities Act of 1933.

Following the completion of this offering, we intend to file a registration statement on Form S-8 registering 3,000,000 shares of our Class A common stock reserved for future issuance under our stock option plan. Upon completion of this offering, options to purchase a total of 1,060,000 shares will be outstanding at an exercise price equal to the initial public offering price per share. In connection with the Quorum acquisition, we will issue additional options to acquire 240,000 shares of Class A common stock. Once the shares under our stock option plan are registered, the shares issued upon exercise of the options will be freely tradeable, unless the options are held by any of our officers or directors, in which case the shares would be freely tradeable upon expiration of, or release from, the 180-day lock-up described above.

Subject to limitations contained in the stockholders agreement that we, ABRY, Perry A. Sook and other stockholders will execute in connection with our corporate reorganization, at any time beginning 180 days after the date of this prospectus, the parties to the stockholders agreement may require that we use our best efforts to register up to 18,155,848 of their shares of our common stock for public resale. In addition, if we register any of our securities either for our own account or for the account of other security holders, the parties to the stockholders agreement will be entitled to include their shares of our common stock in the registration, subject to the ability of any underwriters to limit the number of shares included in any offering.

The shares you purchase in this offering will experience immediate and substantial dilution.

The initial public offering price of our Class A common stock will be substantially higher than the pro forma tangible book value per share of our outstanding common stock after this offering. At an assumed initial public offering price of $ 15.00 per share, purchasers of our Class A common stock will incur dilution of $ 27.50 per share in the as adjusted net tangible book deficit of their purchased shares. In the event the Quorum acquisition is completed, purchasers of our Class A common stock will incur dilution of $33.63 per share in the pro forma net tangible book deficit of their purchased shares. Existing stockholders will experience a material decrease in the pro forma net tangible deficit value per share. Investors may also experience additional dilution if we issue common stock in connection with future business acquisitions and as a result of the issuance and exercise of stock options. As a result of this dilution, investors purchasing stock in this offering may receive significantly less than the full purchase price that they paid for the shares in the event of a liquidation. See “Dilution.”

FORWARD-LOOKING STATEMENTS

Some of the matters discussed under the captions “Prospectus Summary,” “Risk Factors,” “Nexstar Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quorum Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this prospectus include forward-looking statements. We have tried to identify forward-looking statements by use of terminology such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions. Forward-looking statements are subject to a number of risks and uncertainties, some of which are beyond our control, including, among other things:

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our ability to complete future acquisitions, including but not limited to the pending acquisitions described in this prospectus, or enter into additional local service agreements;

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our ability to manage successfully the growth of our operations;

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our significant amount of debt;

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the regulatory environment for our industry;

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competition in our markets;

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economic conditions in general; and

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cyclical or other trends in advertising spending.

Our actual results, performance, prospects or opportunities could differ materially from those expressed in or implied by the forward-looking statements. A description of known risks that could cause our actual results to differ appears under the caption “Risk Factors” and elsewhere in this prospectus. Additional risks of which we are not currently aware could also cause our actual results to differ.

In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements. The forward-looking events discussed in this prospectus may not occur. These forward-looking statements are made as of the date of this prospectus. We undertake no obligation to update publicly or revise any forward-looking statements after the completion of this offering, whether as a result of new information, future events or otherwise, unless a statement is revealed by subsequently discovered information to have been unreasonable or inaccurate at the time made.

MARKET DATA AND FORECASTS

In this prospectus, we use market data and industry forecasts which we have obtained from industry publications, including Nielsen Station Index, May 2003, BIA Investing in Television 2003 2nd Edition and BIA Financial Network Inc.’s MEDIA Access Pro and other publicly available information. Industry publications generally state that the information they provide has been obtained from other sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. We have not independently verified any of this information and therefore we also cannot guarantee the accuracy and completeness of such information. The industry forecasts we provide in this prospectus—particularly the television industry’s annual growth rate in revenue for each of our markets—are subject to numerous risks and uncertainties and actual results could be different from such predictions, perhaps significantly. Industry forecasts are also based on assumptions that events, trends and activities will occur. We have not independently verified the information and assumptions used in making these forecasts and, if the information and assumptions turn out to be wrong, then the forecasts will most likely be wrong as well.

THE QUORUM ACQUISITION

We have entered into an agreement to acquire all of Quorum’s subsidiaries, which own and operate 11 television stations (including WTVW, which certain Quorum subsidiaries have contracted to sell) and provide management, sales or other services to an additional five stations. Quorum is a holding company, which conducts all of its operations and owns substantially all of its assets through its subsidiaries. Quorum is an affiliate of ours. Quorum’s principal equityholder and our two principal stockholders are all affiliates of ABRY. We must receive and satisfy specified conditions before we can complete this acquisition.

The following discussion provides information about the Quorum acquisition. For information about Quorum’s stations, see “Business—Stations.”

The Quorum acquisition will be structured as a merger of Quorum’s direct subsidiaries with and into our company. The consideration for the merger will consist of a combination of cash, shares of our common stock and the assumption/refinancing of debt, as follows (assuming a completion date of November 15, 2003):

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we will refinance all of the outstanding debt, plus pay accrued interest and premium thereon, of the Quorum subsidiaries totalling approximately $152.3 million;

•

the senior preferred membership interests of Quorum will be redeemed for approximately $66.7 million in cash, which will be paid as follows: $55.0 million to an unaffiliated third party investor, $8.2 million to ABACUS Fund Partners, L.P. and ABACUS Fund, Ltd, which are investment funds formerly managed by ABRY, and $3.5 million to Quorum’s departing chief executive officer;

•

the remaining preferred membership interests of Quorum, all of which are held by an affiliate of ABRY, will be exchanged for shares of our Class A common stock having a value equal to the $42.5 million accreted value of the preferred membership interests based upon the actual initial public offering price of the Class A common stock; assuming an initial public offering price of $15.00 per share, this amount will be 2,830,921 shares of Class A common stock;

•

common membership interests of Quorum held by certain former or departing senior executive employees of Quorum, primarily the chief executive officer, will be purchased for approximately $0.8 million in cash;

•

certain common membership interests of Quorum held by unaffiliated third party investors and the investment funds named above will be purchased for approximately $0.7 million in cash;

•

the remaining common membership interests of Quorum, all of which are held by an affiliate of ABRY, will be exchanged for 457,753 shares of our Class A common stock, which amount was fixed based upon an initial public offering price of the Class A common stock of $15.00 per share and will not change regardless of the actual initial public offering price of our Class A common stock; and

•

an affiliate of ABRY will receive shares of Class B common stock having a value, based upon the actual initial public offering price of the Class A common stock, equal to approximately $1.1 million, as payment for a management fee which has accrued under a management agreement between Quorum and the affiliate; assuming an initial public offering price of $15.00 per share, this amount will be 74,881 shares of Class B common stock.

In addition, we may pay Quorum’s departing chief executive officer a severance payment of up to $7.2 million.

The debt of the Quorum subsidiaries that is being repaid is as follows: $111.5 million under the Quorum senior credit facilities; $35.9 million in accreted value of 15% senior discount notes due May 15, 2009, plus $2.9 million in aggregate call premiums thereon; and a $2.0 million note payable to Victor Rumore, the owner of VHR, in connection with a debt incurred by VHR.

On or prior to the completion of the Quorum acquisition, Nexstar Finance intends to issue $125.0 million aggregate principal amount of senior subordinated notes in a private placement to qualified institutional buyers. In addition, we will enter into an amendment to our senior credit facilities which, among other things, will refinance our indebtedness and increase our borrowing availability thereunder, as well as permit the Quorum acquisition and the private placement of new senior subordinated notes to occur. We will finance the Quorum acquisition with a portion of the proceeds from this offering, the net proceeds from the private placement of senior subordinated notes, additional borrowings under our amended senior credit facilities and cash on hand. On an as adjusted basis to give effect to the completion of this offering and our corporate reorganization as described elsewhere in this prospectus, we would have had $435.0 million of total indebtedness and $67.9 million of unused commitments under our senior credit facilities as of September 30, 2003. On a pro forma basis to give further effect to the private placement of senior subordinated notes by Nexstar Finance and additional borrowings under our amended senior credit facilities to finance the Quorum acquisition, we would have had $592.3 million of total indebtedness and $45.5 million of unused commitments under our amended senior credit facilities. We intend to use a portion of the net proceeds from the sale of WTVW described below to repay indebtedness.

The number of shares of our common stock that we will issue in connection with the Quorum acquisition was determined based upon the valuation of Quorum relative to our company, as set forth in the merger agreement. Immediately after the merger, Quorum will distribute the shares of our Class A and Class B common stock that it receives in the merger to affiliates of ABRY. In exchange for its Quorum common and preferred membership interests and as repayment for a management fee accrued under an agreement with Quorum, affiliates of ABRY will receive an aggregate of 3,288,674 shares of our Class A common stock and 74,881 shares of our Class B common stock. The number of shares of common stock that affiliates of ABRY will receive in exchange for their common membership interests is fixed, while the number of shares of common stock that they will receive in exchange for their preferred membership interests and as payment for the management fee will be based on the actual initial public offering price.

The following table sets forth the sources and uses of funds related to the Quorum acquisition:

Uses:

Refinancing Nexstar senior credit facilities	$	195.6 million
Refinancing Quorum debt		152.3 million
Redemption of Quorum preferred membership interests		66.7 million
Redemption of Quorum common membership interests		1.5 million
Miscellaneous acquisition costs		1.0 million

Total	$	417.1 million

Sources:

Borrowings under amended senior credit facilities	$	229.5 million
Net proceeds from new senior subordinated notes		122.7 million
Remaining proceeds from this offering (see “Use of Proceeds”)		41.0 million
Cash on hand		23.9 million

Total	$	417.1 million

WTVW Sale

On April 1, 2003, certain Quorum subsidiaries entered into an agreement to sell substantially all of the assets of WTVW, the Fox affiliate in Evansville, Indiana to GNS Media of Evansville, Inc. for $43.0 million. The sale of WTVW is subject to FCC consent and is expected to be completed after the completion of this offering and the Quorum acquisition. The agreement between the Quorum subsidiary and GNS Media of Evansville, Inc. terminates on December 30, 2003. Unless the context indicates otherwise, the information presented throughout this prospectus assumes that the sale of station WTVW will be pending when this offering and the Quorum acquisition are completed. However, when we discuss the number of stations that we will own and operate or to which we will provide services upon the completion of pending acquisitions, or the number of markets in which we will operate, we have excluded station WTVW.

Mission Mergers

Of the five stations that the Quorum subsidiaries do not own and operate but provide services to, two are owned by Mission Broadcasting of Amarillo, Inc., which like Mission is wholly-owned by David S. Smith, and three are owned by VHR Broadcasting, Inc. and its affiliates, or VHR, which is wholly-owned by Victor Rumore. In conjunction with the Quorum acquisition, Mission will acquire these five stations. First, VHR will merge with and into two affiliates of Mission of Amarillo, and then Mission of Amarillo and such affiliates will merge with and into Mission. Each of these transactions requires FCC consent.

The Quorum subsidiaries have entered into local service agreements with Mission of Amarillo and VHR that are substantially similar to our local service agreements with Mission. Upon the completion of the Quorum acquisition and the Mission mergers, we will become a party to these local service agreements as successor to the Quorum subsidiaries, and Mission will become a party to such agreements as the successor to Mission of Amarillo and VHR. For more information about Quorum’s local service agreements with Mission of Amarillo and VHR, see “Certain Transactions.” We will also enter into new option agreements with Mission for the purchase of these stations.

Management Agreement

We have entered into a management and consulting services agreement with Quorum pursuant to which we will perform certain management functions for Quorum subject to oversight by Quorum’s board of directors pending completion of the Quorum acquisition. The agreement will be terminated upon the closing of the acquisition. Other than the reimbursement of expenses, we will receive no compensation pursuant to the agreement if the Quorum acquisition closes on or before March 31, 2004. After March 31, 2004, the agreement requires Quorum to pay us a quarterly management fee equal to 50% of the cost savings to Quorum resulting from our performance of certain management functions.

Regulatory Filings

We filed an application with the FCC on September 15, 2003 for consent to acquire the Quorum subsidiaries and received the consent on October 31, 2003. Mission of Amarillo applied for FCC consent to acquire the VHR stations on May 19, 2003. On August 18, 2003, Mission of Amarillo amended its application to request FCC consent to the merger of VHR with and into affiliates of Mission of Amarillo. Mission applied for FCC consent to the merger of Mission of Amarillo and its affiliates with and into Mission on October 6, 2003.

Conditions to the Quorum Acquisition

The Quorum acquisition is subject to the following conditions:

•

the completion of this offering, the proposed private placement of senior subordinated notes by Nexstar Finance and the amendment to our senior credit facilities described above and under “Nexstar

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources”;

•

FCC consent to the Quorum acquisition, which has already been obtained, and to the Mission mergers described above, which is still pending;

•

receipt of opinions from Lehman Brothers Inc., one of the underwriters in this offering, as to the fairness of the exchange ratio in the Quorum acquisition from a financial point of view, as required by the indentures governing our subsidiaries’ publicly-held notes;

•

approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, of the Quorum acquisition, which has already been obtained; and

•

certain other third-party consents, including the consent of the holders of Quorum’s preferred membership interests and Quorum’s 15% senior discount notes due 2009.

The Quorum acquisition will not close unless we and the other relevant parties satisfy or waive all these conditions. We cannot assure you that the FCC will give the requisite consents or that we or any other relevant party will be able to satisfy the other conditions required to close the acquisition. The Quorum acquisition, the private placement of the senior subordinated notes and the amendment to our senior credit facilities are conditioned upon the completion of each other, as well as the completion of this offering; however, this offering is not conditioned upon the completion of any of these other transactions.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately $134.2 million, after deducting underwriting discounts and commissions and offering expenses payable by us, assuming an initial public offering price of $15.00 per share, the midpoint of the range set forth on the cover of this prospectus. If the underwriters exercise their over-allotment in full, we estimate that we will receive net proceeds of approximately $155.1 million.

We intend to use the net proceeds of this offering in the following manner (assuming each of the following transactions occurred on November 15, 2003):

•

approximately $54.7 million will be used to redeem the mandatorily redeemable 15% Series AA preferred membership interests of Nexstar outstanding immediately prior to our corporate reorganization, including accrued yield and premium thereon, all of which are held by Banc of America Capital Investors L.P., an affiliate of Banc of America Securities LLC, one of the underwriters of this offering;

•

approximately $34.5 million will be used to redeem all of the outstanding $37 million aggregate principal amount at maturity of 16% senior discount notes due 2009 of Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc., collectively referred to herein as “Nexstar Finance Holdings”;

•

approximately $41.0 million will be used to partially finance the Quorum acquisition; and

•

$4.0 million will be used to pay Perry A. Sook, our chief executive officer, as a success fee for completing this offering. Mr. Sook has agreed to use a portion of the success fee to repay in full his loan from Bank of America, N.A. which currently has an outstanding principal amount of $3.0 million. See “Nexstar Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Loan Guarantee.”

Prior to the redemption of Nexstar Finance Holdings’ 16% senior discount notes, a minimum of thirty days notice must be given to the holders of such debt. We may deliver $34.5 million to the trustee for these notes to discharge them prior to the redemption date.

For a discussion of the sources and uses of funds in connection with the Quorum acquisition, see “The Quorum Acquisition.” If the Quorum acquisition is not consummated, we will use the $41.0 million of the net proceeds of this offering for general corporate purposes.

Our ability to use the proceeds from this offering to redeem the 16% senior discount notes may be, and our ability to use the proceeds from this offering to partially finance the Quorum acquisition is, conditioned upon our receipt of a waiver or amendment to our senior credit facilities allowing us to use the proceeds for these purposes. If we cannot obtain such a waiver or amendment to allow us to redeem the 16% senior discount notes, if required, or if the Quorum acquisition does not occur, we will use the proceeds from this offering that were intended for such purposes for general corporate purposes, including financing future acquisitions.

DIVIDEND POLICY

We do not expect to pay any dividends or distributions on our common stock for the foreseeable future. We currently expect to retain future earnings, if any, for use in the operation and expansion of our business. Our senior credit facilities and the indentures governing our subsidiaries’ publicly-held notes restrict our ability to pay cash dividends.

CAPITALIZATION

The following table sets forth our cash and capitalization as of September 30, 2003 (1) on an actual basis, (2) on an as adjusted basis to give effect to the completion of this offering, assuming an initial public offering price of $15.00 per share, and the use of proceeds therefrom (other than the use of a portion of the proceeds from this offering to finance the Quorum acquisition) and our corporate reorganization described elsewhere in this prospectus and (3) on a pro forma basis to give further effect to the private placement of $125.0 million aggregate principal amount of senior subordinated notes by Nexstar Finance and additional borrowings under our amended senior credit facilities and the use of proceeds therefrom (as well as a portion of the proceeds of this offering) to finance the Quorum acquisition. You should read this table together with the historical consolidated financial statements and related notes of (i) Nexstar Broadcasting Group, L.L.C., (ii) Quorum and (iii) United Broadcasting Corporation, KARK-TV, Inc. and Morris Network of Alabama, Inc., the prior owners of KARK and WDHN, appearing elsewhere in this prospectus, “Unaudited Pro Forma Condensed Consolidated Financial Statements” and the related notes, “Nexstar Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quorum Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

	As of September 30, 2003 (unaudited)
	Actual			As Adjusted			Pro Forma (Restated) ⁽⁵⁾
	(dollars in thousands, except per share data)
Cash and cash equivalents	$	51,733		$	94,022		$	31,971

Debt:
Senior credit facilities ⁽¹⁾	$	197,150		$	197,150		$	229,500
12% senior subordinated notes due 2008, net of discount of $4,898		155,313			155,313			155,313
16% senior discount notes due 2009, net of discount of $10,401		27,697			—			—
11 ³ / 8 % senior discount notes due 2013, net of discount of $53,141		78,997			78,997			78,997
New senior subordinated notes due 2013		—			—			125,000
Preferred units subject to mandatory redemption		53,418			—			—
SFAS No. 133 adjustments ⁽²⁾		3,503			3,503			3,503

Total debt ⁽³⁾		516,078			434,963			592,313

Redeemable Class D-2 units		8,298			—			—

Members’ contributed capital		118,685			—			—
Stockholders’ equity :
Preferred Stock, $0.01 par value, 100,000 shares authorized; no shares issued and outstanding actual, as adjusted and pro forma		—			—			—
Class A common stock, par value $0.01 per share, 100,000,000 shares authorized; no shares issued and outstanding, actual; 10,109,955 shares issued and outstanding, as adjusted; and 13,398,629 shares issued and outstanding, pro forma ⁽⁴⁾		—			101			134
Class B common stock, par value $0.01 per share, 20,000,000 shares authorized; no shares issued and outstanding, actual; 13,318,141 shares issued and outstanding, as adjusted; and 13,393,022 shares issued and outstanding, pro forma		—			133			134
Class C common stock, par value $0.01 per share, 5,000,000 shares authorized; no shares issued and outstanding, actual; 1,364,197 shares issued and outstanding, as adjusted; and 1,364,197 shares issued and outstanding, pro forma		—			14			14
Additional paid-in capital		—			260,942			400,649
Accumulated deficit		(175,873	)		(186,676	)		(386,373	)

Total members’ interests or stockholders’ equity		(57,188	)		74,514			14,558

Total capitalization	$	467,188		$	509,477		$	606,871

(1)

At September 30, 2003, there were approximately $67.9 million of unused commitments under our senior credit facilities. On a pro forma basis, at September 30, 2003, there would have been approximately $45.5 million of unused commitments under our amended senior credit facilities.

(2)

Adjustment to record interest rate swap at fair value in accordance with the provisions of SFAS No. 133.

(3)

Excludes our guarantee of a third-party loan of $3.0 million made to our chief executive officer which will be repaid in full by him upon the completion of this offering. See “Use of Proceeds.”

(4)

Excludes 1,060,000 shares of Class A common stock issuable upon exercise of options to be outstanding upon the completion of this offering and 240,000 additional shares of Class A common stock issuable upon exercise of options granted in connection with the Quorum acquisition.

(5)

The 2002 financial statements of Quorum Broadcast Holdings LLC have been restated to record additional valuation allowance for certain deferred tax assets. See Note 17 of the financial statements for additional explanation.

DILUTION

Our net tangible book deficit as of September 30, 2003, before giving effect to the public offering, was approximately $ 444.2 million, or $30.03 per share of common stock. Net tangible book deficit per share represents total tangible assets, which for purposes of this calculation includes broadcast rights, less total liabilities, divided by the number of outstanding shares of common stock after giving effect to our corporate reorganization described elsewhere in this prospectus. After giving effect to the sale of the 10,000,000 shares of Class A common stock offered by us at an assumed initial public offering price of $ 15.00 per share and after deducting underwriting discounts and commissions and estimated offering expenses and the use of proceeds therefrom (other than the use of a portion of the proceeds for the Quorum acquisition), the as adjusted net tangible book deficit at September 30, 2003 would have been $310.0 million, or approximately $12.50 per share of common stock. This represents an immediate decrease in net tangible book deficit of $17.53 per share to existing stockholders and an immediate dilution in net tangible book value of $27.50 per share to new investors in this offering. The following table illustrates this dilution on a per share basis.

Assumed initial public offering price per share				$	15.00
Net tangible book deficit per share at September 30, 2003	$	(30.03	)
Decrease in net tangible book deficit per share attributable to this offering		17.53

As adjusted net tangible book deficit per share after this offering					(12.50	)

Dilution per share to new investors				$	27.50

The following table sets forth, as of September 30, 2003 on the same as adjusted basis described above, the differences between existing stockholders and new investors with respect to the number of shares of common stock purchased from us, the total consideration paid and the average price per share paid.

	Shares Purchased			Total Consideration				Average Price Per Share
	Number	Percent		Amount		Percent		Average Price Per Share
Existing stockholders	14,792,293	59.7	%	$	118,685,000	44.2	%	$	8.02
New investors	10,000,000	40.3	%		150,000,000	55.8	%	$	15.00

Total	24,792,293	100.0	%	$	268,685,000	100.0	%

After giving effect to the same adjustments described above with respect to as adjusted net tangible book deficit, plus the issuance of $125.0 million aggregate principal amount of senior subordinated notes by Nexstar Finance and additional borrowings under our amended senior credit facilities and the use of proceeds therefrom to finance the Quorum acquisition as described under “ The Quorum Acquisition,” the pro forma net tangible book deficit at September 30, 2003 would have been $524.4 million, or approximately $18.63 per share of common stock. This represents an immediate decrease in net tangible book deficit of $17.65 per share to existing stockholders and an immediate dilution in net tangible book value of $33.63 per share to new investors in this offering. The following table illustrates this dilution on a per share basis.

Assumed initial public offering price per share				$	15.00
Net tangible book deficit per share at September 30, 2003	$	(36.28	)
Decrease in net tangible book deficit per share attributable to this offering		17.65

Pro forma net tangible book deficit per share after this offering					(18.63	)

Dilution per share to new investors				$	33.63

The following table sets forth, as of September 30, 2003 on the same pro forma basis described above, the differences between existing stockholders and new investors with respect to the number of shares of common stock purchased from us, the total consideration paid and the average price per share paid.

	Shares Purchased			Total Consideration			Average Price Per Share
	Number	Percent		Amount	Percent		Average Price Per Share
Existing stockholders ⁽¹⁾	18,155,848	64.5	%	215,610,000	59.0	%	11.88
New investors	10,000,000	35.5	%	150,000,000	41.0	%	15.00

Total	28,155,848	100.0	%	365,610,000	100.0	%

The tables and calculations above assume no exercise by the underwriters of their over-allotment option and no exercise of the stock options that will be outstanding upon the closing of this offering and the Quorum acquisition. At such time there will be 1,300,000 shares of Class A common stock subject to outstanding options at an exercise price equal to the initial public offering price. Assuming all of these options had been exercised as of September 30, 2003, our pro forma net tangible book deficit per share after the offering would be $17.14 per share and total dilution per share to new investors would be $32.14 per share.

(1)

Includes a stockholder that will receive its shares of Class A common stock in exchange for its membership interests in Quorum upon completion of the Quorum acquisition and an affiliate of ABRY that will receive shares of Class B common stock as payment for a management fee. See “The Quorum Acquisition.”

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated financial statements have been prepared by our management and are based on (a) the historical financial statements of (i) Nexstar Broadcasting Group, L.L.C., our predecessor, (ii) Quorum Broadcast Holdings, LLC and (iii) United Broadcasting Corporation, KARK-TV, Inc. and Morris Network of Alabama, Inc. (collectively, “KARK/WDHN”) and (b) the assumptions and adjustments described below.

The unaudited pro forma condensed consolidated balance sheet gives effect to the following transactions, as if such transactions had taken effect on September 30, 2003:

•

our corporate reorganization as described under “Nexstar Management’s Discussion and Analysis of Financial Condition and Results of Operations—Introduction—Corporate Reorganization;”

•

the completion of this offering and the application of the net proceeds therefrom to redeem the mandatorily redeemable Series AA preferred membership interests of our predecessor Nexstar Broadcasting Group, L.L.C., redeem all of Nexstar Finance Holdings’ senior subordinated notes and partially finance the Quorum acquisition, as described under “Use of Proceeds;”

•

the completion of the private placement of senior subordinated notes by Nexstar Finance and the application of the net proceeds therefrom as described under “The Quorum Acquisition;”

•

additional borrowings under our amended senior credit facilities and the use of proceeds therefrom as described under “The Quorum Acquisition”; and

•

the Quorum acquisition as described under “The Quorum Acquisition.”

The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2002 and the nine months ended September 30, 2003 give effect to the above transactions and the KARK/WDHN acquisition as described under “Business—Recent Acquisitions—KARK and WDHN”, as if they had occurred at the beginning of such period. The unaudited pro forma condensed consolidated statements of operations do not give effect to the payment of $4.0 million to Perry A. Sook, our chief executive officer, as a success fee from the proceeds of this offering, as described under “Use of Proceeds,” since both payments are considered non recurring charges.

We have included all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for a fair presentation of the data. We based the pro forma adjustments on available information and on assumptions that we believe are reasonable under the circumstances.

For pro forma purposes, we have assumed that the acquisition of Quorum will be accounted for as a combination of entities under common control in a manner similar to a pooling of interests. Common control exists because ABRY Partners through its various funds both before and after merger holds more than 50% of the voting ownership of both Nexstar and Quorum. This conclusion is based on the guidance in FASB Statement No. 141 “Business Combinations” and EITF 02-05 “Definition of ‘Common Control’ in Relation to FASB Statement No. 141”. However, if the merger is consummated after December 31, 2003, we will be required to apply FASB Interpretation No. 46, “Consolidation of Variable Interest Entities—an interpretation of ARB No. 51” (“FIN 46”). We are currently evaluating whether the variable interest framework of FIN 46 may result in the application of purchase accounting to the merger. Under purchase accounting, the net assets of Quorum would be recorded at fair value and certain identifiable intangible assets including goodwill would be recorded. We have included additional pro forma information at the end of this section to provide an understanding of the potential impact of purchase accounting on the Quorum Acquisition.

As described elsewhere in this prospectus, Mission purchased substantially all of the assets of KRBC and KSAN on June 13, 2003 and has entered into an agreement to purchase substantially all of the assets of WBAK. In addition, we have entered into an agreement to purchase substantially of the assets of KPOM/KFAA. In accordance with Rule 3-05 of Regulation S-X promulgated under the Exchange Act of 1934, we have not included these acquisitions in the pro forma condensed consolidated financial data, as these station acquisitions do not meet the applicable significance threshold.

The unaudited pro forma condensed consolidated financial statements do not purport to represent what our results of operations or financial position actually would have been if the transactions set forth above had occurred on the dates indicated or what our results of operations or financial position will be for future periods.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements of Nexstar Broadcasting Group, L.L.C., Quorum Broadcast Holdings, LLC and KARK/WDHN, and the related notes, which are included elsewhere in this prospectus. See “Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet” and “Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations” for a discussion of assumptions made.

NEXSTAR BROADCASTING GROUP, L.L.C.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2003

	Nexstar as of September 30, 2003			Quorum as of September 30, 2003 (Restated)(10)			Pro Forma Adjustments			Unaudited Pro Forma (Restated)(10)
	(dollars in thousands)
Current assets
Cash and cash equivalents	$	51,733		$	1,283		$	134,207 (53,418 (111,514 (36,746 (60 — (65,564 (2,000 (1,000 122,700 (197,150 229,500 (1,500 (34,500	(1a) )(2a) )(4b) )(4c) )(4d) (4e) )(4f) )(4g) )(4h) (7) )(8a) (8b) )(4i) )(5)
								(4,000	)(3)	$	31,971
Accounts receivable, net		28,520			12,033			—			40,553
Current portion of broadcast rights		13,954			9,362			—			23,316
Other current assets		2,644			596			—			3,240
Assets held for sale		—			8,189			—	(6)		8,189

Total current assets		96,851			31,463			(21,045	)		107,269
Property and equipment, net		67,253			20,904			—			88,157

Broadcast rights		3,670			4,000			—			7,670
Intangible assets, net		387,409			142,309			(4,038	)(9)
								2,300	(7)		527,980
Other assets		1,973			163						2,136

Total assets	$	557,156		$	198,839		$	(22,783	)	$	733,212


Current liabilities
Accounts payable and accrued expenses	$	9,555		$	5,065		$	—		$	14,620
Current portion of broadcast rights payable		14,121			8,545			—			22,666
Current portion of senior credit facility		1,388			—			(1,388	)(8a)		—
Current portion of long-term debt					11,500			(11,500	)(4b)		—
Other current liabilities		10,954			1,359			—			12,313
Liabilities held for sale		—			2,750			—	(6)		2,750
Amounts due related parties		—			1,183			(1,183	)(4d)

Total current liabilities		36,018			30,402			(14,071	)		52,349
Senior credit facilities		195,762			100,014			(195,762	)(8a)
								(100,014	)(4b)
								229,500	(8b)		229,500
Senior discount notes		—			31,522			(31,522	)(4c)		—
% Senior subordinated notes due 2013		—			—			125,000	(7)		125,000
12% Senior subordinated notes due 2008, net of discount		155,313			—			—			155,313
16% Senior discount notes due 2009, net of discount		27,697			—			(27,697	)(5)		—
11 ³ / 8 % Senior discount notes due 2013, net of discount		78,997			—			—			78,997
SFAS No. 133 hedge accounting adjustment		3,503			—			—			3,503
Note payable to related party		—			2,000			(2,000	)(4g)		—
Broadcast rights payable		4,008			5,679			—			9,687
Deferred revenue		3,892			—			—			3,892
Deferred tax liabilities		40,316			3,929			—			44,245
Preferred units subject to mandatory redemption		53,418			65,564			—
Common units subject to mandatory redemption		—			43,199			(53,418	)(2a)
Other liabilities		4,239			9,046			(65,564 (1,500 (41,699	)(4f) )(4i) )(4i)		13,285

Total liabilities		603,163			291,355			(178,747	)		715,771

Redeemable common units		8,298						(8,298	)(2b)		—

Minority interest in consolidated entity		2,883			—			—			2,883

Members’ interest or stockholders’ equity
Contributed capital		118,685			96,925			(118,685	)(2b)
								— (96,925	(4e) )(4a)		—
Class A common stock								101	(1b)		134
Class B common stock								33 —	(4a) (4d)		134
Class C common stock								134 —	(2b) (4a)		14
Additional paid-in capital								14	(2b)
								134,106	(1c)
								118,551 96,892 8,284 41,693 1,123	(2b) (4a) (2b) (4i) (4d)		400,649
Retained earnings (accumulated deficit)		(175,873	)		(189,441	)		(2,722	)(4c)
								(2,496 — (2,044 (4,038 (4,759 (1,000 (4,000	)(4c) (4e) )(5) )(9) )(5) )(4h) )(3)		(386,373	)

Total members’ interest or stockholders’ equity		(57,188	)		(92,516	)		164,262			14,558

Total liabilities, redeemable preferred and common units and members’ interest or stockholders’ equity	$	557,156		$	198,839		$	(22,783	)	$	733,212

See notes to unaudited pro forma condensed consolidated balance sheet.

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2003

(dollars in thousands)

(1) To

record the impact of the proposed sale of Class A common stock reflects:

(a)

net cash proceeds of $134.2 million from the offering used to repay the 16% senior discount notes, to redeem certain equity interests and used to partially finance the Quorum acquisition,

(b)

par value of common stock, and

(c)

additional paid-in capital.

(2) To

record the effect of our corporate reorganization as of September 30, 2003:

(a)

To redeem mandatorily redeemable 15% Series AA preferred membership interests of $53.4 million, including accrued yield and premium of $1.6 million. As of November 15, 2003, the redemption value of the mandatorily redeemable 15% Series AA preferred membership interests will increase to $54.7 million, including accrued yield and premium of $1.7 million.

(b)

To record the effect of the reorganization by allocating contributed capital of $118.7 million and redeemable common units of $8.3 million to the three classes of common stock.

(3) To record the impact of paying a $4.0 million success fee to Perry A. Sook, our chief executive officer.

(4) To record the effect of the Quorum acquisition as of September 30, 2003:

(a)

To record the impact of converting common units of Quorum of $96.9 million into Class A common stock.

(b)

To record the impact of repaying Quorum’s existing revolving credit facility of $40.4 million and term loan facility of $71.1 million, for a total of $111.5 million. As of September 30, 2003, $11.5 million was classified as current liabilities.

(c)

To record the impact of repaying Quorum’s 15% senior discount notes for a total of $36.7 million, including the associated call premium of $2.7 million and the acceleration of amortization of $2.5 million. As of September 30, 2003 the accreted balance amounted to $31.6 million. As of November 15, 2003, the redemption value of the 15% senior discount notes will increase to $38.8 million, including the associated call premium of $2.9 million.

(d)

To record the impact of converting an accrued management fee of $1.1 million into 74,881 shares of Class B common stock and paying approximately $0.1 million for an accrued management fee payable to ABRY Partners, L.L.C.

(e)

In connection with the Quorum acquisition, we may pay Quorum’s departing chief executive officer a discretionary severance payment of up to $7.2 million.

(f)

To record the impact of redeeming preferred membership interests of Quorum for a total of $65.6 million, including accrued yield and premium of $1.3 million. As of November 15, 2003, the redemption value of the preferred membership interest will increase to $66.7 million, including accrued yield and premium of $1.3 million.

(g)

To record the impact of repaying a $2.0 million note owed to Victor Rumore, the owner of VHR.

(h)

To record the impact of paying $1.0 million of other costs related to the Quorum acquisition.

(i)

To record the impact of converting preferred membership interests of Quorum of $41.7 million and redeemable common units of Quorum of $1.5 million into Class A common stock. As of November 15, 2003 the value of the converted preferred membership interests of Quorum will amount to $42.5 million. The remaining redeemable common units of Quorum will be purchased for approximately $0.8 million from certain former or departing senior executive employees of Quorum, primarily the chief executive officer, and for approximately $0.7 million from unaffiliated third party investors.

(5)

To record the impact of repaying Nexstar’s 16% senior discount notes for a total of $34.5 million, including the associated call premium of $4.8 million. As of September 30, 2003 the accreted balance of the senior subordinated notes amounted to $27.7 million. The excess of liquidation preference over carrying value of $2.0 million had been recorded to retained earnings.

(6)

Quorum has reclassified the assets and liabilities of WTVW to assets and liabilities held for sale since Quorum entered into an agreement to sell substantially all of the assets of WTVW for $43.0 million in cash. However, the consummation of the transaction requires FCC consent, therefore the Company has not recognized the estimated cash proceeds of $43.0 million in the pro forma statements.

(7)

To record the impact of the completion of the offering of senior subordinated notes up to $125.0 million net proceeds aggregate principal by Nexstar Finance, excluding fees of $2.3 million.

(8)

To record the effect of Nexstar’s senior credit facilities refinancing:

(a)

To record the impact of repaying Nexstar’s existing term loan facility of $130.0 million, Mission’s existing term loan facility of $55.0 million and Mission’s revolving credit facility of $12.2 million, for a total of $197.2 million.

(b)

To record the impact of borrowing $140.0 million under Mission’s term loan facility, $55.0 million under Nexstar’s term loan facility and $34.5 million under Nexstar’s revolving credit facility, for a total of $229.5 million.

(9)

To record the impact of the write-off of debt issuance costs of $4.0 million, resulting from the redemption of Nexstar’s 16% senior discount notes ($0.9 million) and the extinguishment of the bank agreement ($3.1 million).

(10)

NEXSTAR BROADCASTING GROUP, L.L.C.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2003

	Nexstar ⁽¹⁾			KARK/ WDHN ⁽²⁾			Quorum ⁽³⁾ (Restated)			Pro Forma Adjustments			Unaudited Pro Forma (Restated)
	(amounts in thousands, except per unit and per share data)

Net broadcast revenue	$	93,781		$	9,396		$	41,563		$	(2,810	) ⁽⁴⁾	$	141,930
Trade and barter revenue		8,365			277			4,853			—			13,495

Total net revenue		102,146			9,673			46,416			(2,810	)		155,425
Operating expenses:
Direct operating expenses (exclusive of depreciation and amortization shown separately below)		30,528			3,409			12,084			(2,810	) ⁽⁴⁾		43,211
Management fees		—			1,206			—			—			1,206
Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately below)		30,264			2,576			18,502			—			51,342
Amortization of broadcast rights		11,030			277			5,839			—			17,146
Depreciation and amortization		21,000			660			11,444			4,340	⁽⁵⁾		37,444

Income (loss) from operations		9,324			1,545			(1,453	)		(4,340	)		5,076
Interest expense		38,440			—			6,668			(4,453	) ⁽⁶⁾		40,655
					—
Interest income		471						—			—			471
Other income (expense), net		1,403			—			1,444			—			2,847

Income (loss) before income taxes and minority interest in consolidated entity		(27,242	)		1,545			(6,677	)		113			(32,261	)
Income tax expense		(1,478	)		(655	)		946			—	⁽⁷⁾		(3,079	)
Minority interest in consolidated entity		263			—			—			—			263

Income (loss) before discontinued operations and cumulative effect of change in accounting principle	$	(28,457	)	$	890		$	(7,623	)	$	113		$	(35,077	)

Basic and diluted loss per common unit:
Loss before discontinued operations and cumulative effect of change in accounting principle	$	(4.10	)
Basic and diluted pro forma loss per common share ⁽⁸⁾ :
Loss before discontinued operations and cumulative effect of change in accounting principle													$	(1.25	)
Weighted-average number of common units outstanding used in calculating basic and diluted loss per common unit		6,941
Weighted-average number of pro forma common shares outstanding used in calculating basic and diluted pro forma loss per common share ⁽⁸⁾														28,081

See notes to unaudited pro forma condensed consolidated statement of operations.

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 2003

(dollars in thousands)

(1)

Represents the unaudited consolidated statement of operations of Nexstar Broadcasting Group, L.L.C., our predecessor entity, for the nine months ended September 30, 2003.

(2)

Represents the unaudited combined income statement of KARK/WDHN for the nine months ended June 30, 2003.

(3)

Represents the unaudited consolidated statement of operations of Quorum Broadcast Holdings, LLC, for the nine months ended September 30, 2003 as restated to record additional valuation allowance for certain deferred tax assets. See Note 17 of the Quorum Broadcast Holdings, LLC financial Statements for additional explanations.

(4)

To record the elimination of amounts recorded as revenue and expense by both KARK/WDHN and Nexstar under certain LMA arrangements.

(5)

To record adjustment to amortization due to the valuation of acquired property and equipment and intangible assets of the KARK/WDHN acquisition.

Value of amortizable intangible assets ⁽ⁱ⁾ (weighted average useful life 5.7 years)	$	41,157
Pro forma amortization expense		3,991
Value of property and equipment (average useful life 5.8 years)		10,037
Pro forma depreciation expense		1,009
Historical amortization		660

Pro forma adjustment	$	4,340

(i)

Under Statement of Financial Accounting Standards No. 142, $41,157 of the $110,279 of intangible assets acquired are amortizable.

(6)

To record adjustment to interest expense due to the changes in borrowing amounts:

Repayment of $111.5 million borrowings of Quorum (assuming an average rate of 6%) ⁽ⁱ⁾	$	(5,177	)
Repayment of Quorum’s $34.0 million 15% senior discount notes		(3,574	)
Repayment of $197.2 million in borrowings under the Nexstar and Mission credit facilities (assuming an average rate of 5%) ⁽ⁱⁱ⁾		(7,393	)
Repayment of Nexstar’s 16% senior discount notes		(3,190	)

	$	(19,334	)
Additional borrowing of $229.5 million under the Nexstar and Mission credit facilities (assuming an average rate of 4.5%) ⁽ⁱⁱⁱ⁾		7,746
Additional interest expense due to the completion of the offering of senior subordinated notes of $125.0 million assuming an interest rate of 7.5% ^(v)		7,031
Additional borrowing of $25.0 million from January 1 to January 31 for Nexstar’s purchase of KARK/WDHN which was financed partly under the Nexstar credit facilities ^{(iii), (iv)}		104

Pro forma adjustment	$	(4,453	)

(i)

Interest expense adjustment for Quorum is reduced by $1,824 due to reclassification of interest expense pursuant to EITF 87-24 in the statement of operations to discontinued operations relating to the disposition of WTVW. If the assumed rate on the Quorum credit facilities increased by 0.125%, total pro forma interest expense would increase by $105.

(ii)

If the assumed rate on the Nexstar and Mission credit facilities increased by 0.125%, total pro forma interest expense would increase by $185.

(iii)

If the assumed rate on the Nexstar and Mission credit facilities increased by 0.125%, total pro forma interest expense would increase by $215.

(iv)

The interest expense for the period from February 1 through September 30, 2003 is included in the Nexstar consolidated statement of operations.

(v)

If the assumed rate on the new senior subordinated notes of $125.0 million decreased by 0.125%, total pro forma interest expense would decrease by $117.

(7)

The pro forma income tax benefit resulting from the pro forma adjustments is based on Nexstar Broadcasting Group, L.L.C.’s historical tax provision using historical amounts. For pro forma purposes, Nexstar has determined that it is more likely than not that any deferred tax assets arising from the pro forma adjustments will not be realized and, as a result, a full valuation allowance has been established.

(8)

Pro forma loss per common share has been calculated by dividing the pro forma loss before discontinued operations and cumulative effect of change in accounting principle by the weighted average number of common shares outstanding.

NEXSTAR BROADCASTING GROUP, L.L.C.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2002

	Nexstar ⁽¹⁾			KARK/ WDHN ⁽²⁾			Quorum ⁽³⁾ (Restated)			Pro Forma Adjustments			Unaudited Pro Forma (Restated)
				(amounts in thousands, except per unit and per share data)

Net broadcast revenue	$	123,137		$	17,484		$	56,864		$	—		$	197,485
Trade and barter revenue		10,702			834			6,155			—			17,691

Total net revenue		133,839			18,318			63,019			—			215,176
Operating expenses:
Direct Station operating expenses (exclusive of depreciation and amortization shown separately below)		35,147			5,487			15,558			—			56,192
Management fees		—			3,112			—			—			3,112
Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately below)		35,821			4,909			23,701			—			64,431
Amortization of broadcast rights		14,776			—			8,391			—			23,167
Depreciation and amortization		26,657			2,018			17,056			6,646 ⁽⁴	⁾		52,377

Income (loss) from operations		21,438			2,792			(1,687	)		(6,646	)		15,897
Interest expense		38,941			—			25,877			(4,190	) ⁽⁵⁾		60,628

Interest income		152			—			—			—			152
Other expense (income), net		2,356			—			(1,140	)		—			1,216

Income (loss) before income taxes		(19,707	)		2,792			(26,424	)		(2,456	)		(45,795	)
Income tax expense		(5,178	)		(1,365	)		(3,001	)		—	⁽⁶⁾		(9,544	)

Income (loss) before discontinued operations and cumulative effect of change in accounting principle	$	(24,885	)	$	1,427		$	(29,425	)	$	(2,456	)	$	(55,339	)

Basic and diluted loss per common unit:
Loss before discontinued operations and cumulative effect of change in accounting principle	$	(4.00	)
Basic and diluted pro forma loss per common share ⁽⁷⁾ :													$	(1.97	)
Loss before discontinued operations and cumulative effect of change in accounting principle
Weighted-average number of common units outstanding used in calculating basic and diluted loss per common unit		6,216
Weighted-average number of pro forma common shares outstanding used in calculating basic and diluted pro forma loss per common share ⁽⁷⁾														28,081

See notes to unaudited pro forma condensed consolidated statement of operations.

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2002

(dollars in thousands)

(1)

Represents the audited consolidated statement of operations of Nexstar Broadcasting Group, L.L.C., our predecessor entity, for the year ended December 31, 2002.

(2)

Represents the audited combined income statement of KARK/WDHN for the year ended September 30, 2002.

(3)

Represents the audited consolidated statement of operations of Quorum Broadcast Holdings, LLC, for the year ended December 31, 2002 as restated to record additional valuation allowance for certain deferred tax assets. See Note 17 of the Quorum Broadcast Holding, LLC financial statements for additional explanations.

(4)

To record adjustment to amortization due to the valuation of acquired property and equipment and intangible assets of the KARK/WDHN acquisition.

Value of amortizable intangible assets ⁽ⁱ⁾ (weighted average useful life 5.7 years)	$	41,157
Pro forma amortization expense		6,842
Value of property and equipment (average useful life of 5.8 years)		10,037
Pro forma depreciation expense		1,730
Historical amortization		1,926

Pro forma adjustment	$	6,646

(i)

Under Statement of Financial Accounting Standards No. 142, $41,157 of the $110,279 intangible assets acquired are amortizable.

(5)

To record adjustment to interest expense due to the changes in borrowing amounts:

Repayment of $111.5 million of borrowings of Quorum (assuming an average rate of 7.2%) ⁽ⁱ⁾	$	(6,269	)
Repayment of Quorum’s $34.0 million 15% senior discount notes		(4,261	)
Repayment of $197.2 million in borrowings under the Nexstar and Mission credit facilities (assuming an average rate of 5%) ⁽ⁱⁱ⁾		(9,860	)
Repayment of Nexstar’s 16% senior discount notes		(4,752	)

	$	(25,142	)
Additional borrowing of $229.5 million under the Nexstar and Mission credit facilities (assuming an average rate of 4.5%) ⁽ⁱⁱⁱ⁾		10,327
Additional interest expense due to the completion of the offering of senior subordinated notes of $125.0 million assuming an interest rate of 7.5% ^(iv)		9,375
Additional borrowing of $25.0 million for Nexstar’s purchase of KARK/ WDHN which was financed partly under the Nexstar credit facilities ⁽ⁱⁱⁱ⁾		1,250

Pro forma adjustment	$	(4,190	)

(i)

Interest expense adjustment for Quorum is reduced by $2,828 due to reclassification of interest expense pursuant to EITF 87-24 in the statement of operations to discontinued operations relating to the disposition of WTVW. If the assumed rate on the Quorum credit facilities increased by 0.125%, total pro forma interest expense would increase by $141.

(ii)

If the assumed rate on the Nexstar and Mission credit facilities increased by 0.125%, total pro forma interest expense would increase by $245.

(iii)

If the assumed rate on the Nexstar and Mission credit facilities increased by 0.125%, total pro forma interest expense would increase by $287.

(iv)

If the assumed rate on the senior subordinated notes of $125.0 million decreased by 0.125%, total pro forma expense would decrease by $156.

(6)

(7)

Pro forma loss per common share has been calculated by dividing pro forma loss before discontinued operations and cumulative effect of change in accounting principle by the weighted average number of common shares outstanding.

Supplemental Unaudited Pro Forma Condensed Financial Information

(amounts in thousands, except per share data)

For pro forma purposes, we have assumed that the acquisition of Quorum will be accounted for as a combination of entities under common control in a manner similar to a pooling of interest. However, if the merger is consummated after December 31, 2003 we will be required to apply FIN 46. We are currently evaluating whether FIN 46 may result in the application of purchase accounting to the merger. Under purchase accounting, the net assets of Quorum would be recorded at fair value and certain identifiable intangible assets including goodwill would be recorded. The allocation of the purchase price to the assets and liabilities of Quorum would remain preliminary until we were able to finalize our assessment of the assets and liabilities following the acquisition (which assessment will be based upon third party valuations which we have not yet received). We believe, based on this preliminary information, that the purchase price allocation will not differ materially from the preliminary allocation.

Calculation of the purchase price:

	Class A common shares	Class B common shares	Value
Exchange for preferred units of Quorum	2,830,921		$	42,464
Exchange for common units of Quorum	457,753			6,866
Settlement of accrued management fees of $1.1 million		74,881		1,123
Redemption of certain common unit holders				1,500

Assumed liabilities of Quorum
— outstanding bank debt				111,514
— redemption of senior discount notes				36,746
— redemption of Series A and B preferred units				65,564
— redemption of note payable to related party				2,000

	3,288,674	74,881		267,777

Estimated acquisition expenses				1,000

			$	268,777

Provisional allocation of the purchase price:

	Historical balance sheet of Quorum as of September 30, 2003 (Restated)			Fair value adjustments			Opening balance sheet
Working capital, excluding current debt of $11,500 and management fee of $1,123	$	13,744					$	13,744
Property and equipment		20,904			5,226			26,130
FCC licenses and network affiliations		110,421			40,000			150,421
Goodwill		31,888			79,235			111,123
Other assets		163						163
Long term broadcast rights, net		(1,679	)					(1,679	)
Other liabilities		(9,046	)					(9,046	)
Deferred tax liabilities		(3,929	)		(18,090	)	$	(22,019	)

	$	162,466		$	106,311		$	268,777

The following unaudited pro forma condensed balance sheet gives effect to the Quorum Acquisition under the purchase method of accounting as if such transaction had taken effect on September 30, 2003:

	Unaudited Pro Forma Common control (Restated)			Pro Forma Adjustments			Unaudited Pro Forma Purchase accounting (Restated)
Current Assets
Cash and cash equivalents	$	31,971		$	(1,000	)(1)	$	30,971
Accounts receivable, net		40,553						40,553
Current portion of broadcast rights		23,316						23,316
Other current assets		3,240						3,240
Assets held for sale		8,189						8,189

Total current assets		107,269			(1,000	)		106,269
Property and equipment, net		88,157			5,226	(2)		93,383
Broadcast rights		7,670						7,670
Intangible assets, net		527,980			119,235	(2)		647,215
Other assets		2,136						2,136

Total assets	$	733,212		$	123,461		$	856,673

Current Liabilities
Accounts payable and accrued expenses	$	14,620					$	14,620
Current portion of broadcast rights payable		22,666						22,666
Other current liabilities		12,313						12,313
Liabilities held for sale		2,750						2,750

Total current liabilities		52,349			—			52,349
Senior credit facilities		229,500						229,500
% Senior subordinated notes due 2013		125,000						125,000
12% Senior subordinated notes due 2008		155,313						155,313
11 ³ / 8 % Senior discount notes due 2013		78,997						78,997
SFAS 133 hedge accounting adjustment		3,503						3,503
Broadcast rights payable		9,687			—			9,687
Deferred revenue		3,892						3,892
Deferred tax liabilities		44,245			18,090	(2)		62,335
Other liabilities		13,285						13,285

Total liabilities		715,771			18,090			733,861
Minority interest in consolidated entity		2,883						2,883
Stockholders’ equity
Class A Common Stock		134						134
Class B Common Stock		134						134
Class C Common Stock		14						14
Additional paid-in capital		400,649			(96,892	)(3)
					6,861	(3)
					(41,693	)(4)
					42,436	(4)		311,361
Accumulated deficit		(386,373	)		189,441	(5)
					2,722	(6)
					2,496	(6)		(191,714	)

Total stockholders’ equity		14,558			105,371			119,929

Total liabilities and stockholders’ equity	$	733,212		$	123,461		$	856,673

(1)

To record the impact of paying approximately $1.0 million of acquisition expenses.

(2)

To record the impact of adjusting the historical book value to fair value as of the date of acquisition. See summary table of provisional allocation of purchase price.

(3)

To record the impact of exchanging the value of $96.9 million common units of Quorum into 457,753 shares of class A common stock of Nexstar.

(4)

To record the impact of exchanging the value of $41.7 million preferred units of Quorum into 2,830,921 shares of class A common stock of Nexstar.

(5)

To eliminate the historical retained earnings amount of $188.5 million from the Quorum financial statements as of the date of acquisition.

(6)

The following unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2002 and the nine months ended September 30, 2003 give effect to the Quorum Acquisition under the purchase method of accounting as if it had occurred at the beginning of such period.

Nine months ended September 30, 2003:

	Unaudited Pro Forma common control (Restated)			Pro forma Adjustments			Unaudited Pro Forma Purchase Accounting (Restated)
Statement of Operations Data:
Net broadcast revenue	$	141,930					$	141,930
Trade and barter revenue		13,495						13,495

Total net revenue		155,425						155,425
Operating costs and expenses
Direct operating expenses		43,211						43,211
Management fees		1,206						1,206
Selling, general and administrative		51,342						51,342
Amortization of program rights		17,146						17,146
Depreciation and amortization		37,444		$	504	(1)		37,948

Income from operations		5,076			(504	)		4,572
Interest expense		40,655						40,655
Interest income		(471	)					(471	)
Other expense (income)		(2,847	)					(2,847	)

Income (loss) before provision (benefit) for income taxes		(32,261	)		(504	)		(32,765	)
(Provision) benefit for income taxes		(3,079	)					(3,079	)
Minority interest in consolidated equity		263						263

Loss before cumulative effect of change in accounting principle	$	(35,077	)	$	(504	)	$	(35,581	)

(1)

To record adjustment to amortization due to the estimated valuation of acquired tangible and intangible assets of the KARK/WDHN acquisition.

Value of amortizable intangible assets ⁽ⁱ⁾ (weighted average useful life 15 years)	$	108,303
Pro forma amortization expense		5,415
Value of property and equipment (average useful life 3 years)		26,130
Pro forma depreciation expense		6,533
Historical amortization		11,444

Pro forma adjustment	$	504

(i)

Under Statement of Financial Accounting Standards No. 142, $108,303 of the $261,544 of intangible assets acquired are amortizable.

Year ended December 31, 2002:

	Unaudited Pro Forma common control (Restated)			Pro Forma Adjustments			Unaudited Pro Forma Purchase Accounting (Restated)
Statement of Operations Data:
Net broadcast revenue	$	197,485					$	197,485
Trade and barter revenue		17,691						17,691

Total net revenue		215,176						215,176
Operating costs expenses:
Direct operating expenses		56,192						56,192
Management fees		3,112						3,112
Selling, general and administrative		64,431						64,431
Amortization of program rights		23,167						23,167
Depreciation and amortization		52,377		$	(1,126	) ⁽¹⁾		51,251

Income from operations		15,897			1,126			17,023
Interest expense		60,628						60,628
Interest income		152						152
Other expense (income), net		1,216						1,216

Income (loss) before provision (benefit) for income taxes		(45,795	)		1,126			(44,669	)
(Provision) benefit for income taxes		(9,544	)					(9,544	)

Loss before cumulative effect of change in accounting principle	$	(55,339	)	$	1,126		$	(54,213	)

(1)

To record adjustment to amortization due to the estimated valuation of acquired tangible and intangible assets of the KARK/WDHN acquisitions.

Value of amortizable intangible assets ⁽ⁱ⁾ (weighted average useful life 15 years)	$	108,303
Pro forma amortization expense		7,220
Value of property and equipment (average useful life 3 years)		26,130
Pro forma depreciation expense		8,710
Historical amortization		17,056

Pro forma adjustment	$	(1,126	)

(i)

Under Statement of Financial Accounting Standards No. 142, $108,303 of the $261,544 of intangible assets acquired are amortizable.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The selected historical consolidated financial data presented below for the years ended December 31, 1998, 1999, 2000, 2001 and 2002 have been derived from the audited consolidated financial statements of our predecessor, Nexstar Broadcasting Group, L.L.C. The audited financial statements of Nexstar Broadcasting Group, L.L.C, as of December 31, 2002 and 2001 and for each of the three years in the period ended December 31, 2002 are contained elsewhere in this prospectus. The selected historical financial and other data presented below for the nine months ended September 30, 2002 and 2003, have been derived from the unaudited consolidated financial statements of Nexstar Broadcasting Group, L.L.C. contained elsewhere in this prospectus which in the opinion of management reflect all adjustments necessary to present fairly the financial position and results of operations for the periods presented. The results for the nine months ended September 30, 2003 are not necessarily indicative of results that may be expected for the entire year or for any future period. You should read the following data together with our historical consolidated financial statements and related notes, “Unaudited Pro Forma Consolidated Financial Statements” and related notes and “Nexstar Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. As described elsewhere in this prospectus, as a result of our controlling financial interest in Mission under GAAP, we consolidate the financial position, results of operations and cash flows of Mission with Nexstar as if Mission were a wholly-owned entity in order to present fairly our financial position, results of operations and cash flows in conformity with GAAP. Mission Broadcasting, Inc. files separate periodic reports under the Securities Exchange Act of 1934.

	Fiscal Year Ended December 31,															Nine Months Ended September 30, (unaudited)
	1998			1999			2000			2001			2002			2002			2003
	(amounts in thousands, except per unit data)
Statement of Operations Data:

Net broadcast revenue ⁽¹⁾	$	56,005		$	78,489		$	107,085		$	99,054		$	123,137		$	83,931		$	93,781
Trade and barter revenue		6,606			8,470			10,382			11,675			10,702			7,603			8,365

Total net revenue		62,611			86,959			117,467			110,729			133,839			91,534			102,146
Operating expenses:
Direct operating expenses (exclusive of depreciation and amortization shown separately below)		16,960			23,760			29,269			31,332			35,147			25,893			30,528
Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately below)		15,514			23,645			28,790			28,182			35,821			25,445			30,264
Amortization of program rights		8,972			13,580			16,905			17,344			14,776			10,825			11,030
Depreciation and amortization		21,254			20,466			23,933			33,811			26,657			19,690			21,000

Income (loss) from operations		(89	)		5,508			18,570			60			21,438			9,681			9,324
Interest expense		11,588			17,629			20,170			40,290			38,941			28,927			40,371
Interest income		(136	)		(261	)		(309	)		(317	)		(152	)		(95	)		(471	)
Other expense (income), net		125			249			259			519			2,356			2,366			(1,403	)

Loss before income taxes		(11,666	)		(12,109	)		(1,550	)		(40,432	)		(19,707	)		(21,517	)		(29,173	)
Income tax benefit (expense)		1,020			(253	)		(1,668	)		2,232			(5,178	)		2,685			(1,478	)

Loss before related party minority interest preferred dividend		(10,646	)		(12,362	)		(3,218	)		(38,200	)		(24,885	)		(18,832	)		(30,651	)
Related party minority interest preferred dividend		—			—			—			(2,423	)		—			—			—

Loss before cumulative effect of change in accounting principle and minority interest in consolidated entity		(10,646	)		(12,362	)		(3,218	)		(40,623	)		(24,885	)		(18,832	)		(30,651	)
Minority interest in consolidated entity		—			—			—			—			—			—			263
Cumulative effect of change in accounting principle		—			—			—			—			(27,419	)		(27,419	)		(6,321	)

Net loss	$	(10,646	)	$	(12,362	)	$	(3,218	)	$	(40,623	)	$	(52,304	)	$	(46,251	)	$	(36,709	)

Other comprehensive loss:
Cumulative effect of change in accounting principle		—			—			—			(241	)		—			—			—
Change in market value of derivative instrument		—			—			—			(3,490	)		3,731			2,763			—

Net loss and other comprehensive loss	$	(10,646	)	$	(12,362	)	$	(3,218	)	$	(44,354	)	$	(48,573	)	$	(43,488	)	$	(36,709	)


Net loss		(10,646	)		(12,362	)		(3,218	)		(40,623	)		(52,304	)		(46,251	)		(36,709	)
Accretion of preferred interests		—			—			—			(2,786	)		(7,713	)		(5,195	)		(7,939	)

Net loss attributable to common unit holders	$	(10,646	)	$	(12,362	)	$	(3,218	)	$	(43,409	)	$	(60,017	)	$	(51,446	)	$	(44,648	)

Basic and diluted loss per unit: ⁽²⁾
Net loss	$	(3.15	)	$	(3.58	)	$	(0.89	)	$	(8.55	)	$	(9.66	)	$	(8.29	)	$	(6.43	)
Cumulative effect of change in accounting principle		—			—			—			(0.05	)		(4.41	)		(4.42	)		(0.91	)
Weighted average number of units outstanding:
Basic and diluted		3,375			3,453			3,605			5,078			6,216			6,206			6,941

Balance Sheet Data (end of period):

Cash and cash equivalents	$	1,989		$	3,037		$	2,811		$	5,870		$	19,947		$	18,055		$	51,733
Working capital		4,843			(7,959	)		6,206			19,235			29,214			23,164			60,833
Net intangible assets		146,640			200,415			221,704			313,280			281,695			285,753			387,409
Total assets		209,610			289,878			320,194			426,670			400,318			406,485			557,156
Total debt ⁽³⁾		140,545			203,531			253,556			304,655			320,017			317,703			516,078
Total redeemable preferred and common units		—			—			—			56,567			64,235			61,717			8,298
Total members’ interest (deficit)		45,470			37,192			33,834			27,973			(29,728	)		(22,125	)		(57,188	)

Cash Flow Data:

Net cash provided by (used in)
Operating activities	$	6,213		$	9,424		$	16,568		$	120		$	20,612		$	16,304		$	14,450
Investing activities		(167,565	)		(88,694	)		(50,882	)		(120,115	)		(17,555	)		(13,639	)		(108,887	)
Financing activities		161,112			80,318			34,088			123,054			11,020			9,520			126,223

Other Financial Data:

Capital expenditures, net	$	5,495		$	6,621		$	5,595		$	5,590		$	7,940		$	5,780		$	6,085
Ratio of combined earnings to fixed charges and preferred dividends ⁽⁴⁾		—			—			—			—			—			—			—

NOTES TO THE SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

(1)

Net broadcast revenue is defined as revenue net of agency and national representative commissions, excluding trade and barter revenue.

(2)

Loss per unit is based on the net loss attributable to common unitholders.

(3)

Total debt includes preferred units subject to mandatory redemption and excludes our pre-existing guarantee of a third-party loan of $3.0 million made to our chief executive officer which he has agreed to repay upon the completion of this offering. See “Use of Proceeds.”

(4)

For purposes of calculating the ratio of combined earnings to fixed charges and preferred dividends, earnings represent pre tax loss from continuing operations before adjustment for minority interest in consolidated subsidiary and fixed charges. Fixed charges consist of interest expense (net) and the portion of the operating rental expense which management believes is representative of the interest component of rental expense. Historical earnings were deficient in covering fixed charges by $11,666, $12,109, $1,550, $43,205 and $22,613 during the years ended December 31, 1998, 1999, 2000, 2001 and 2002, respectively, and by $23,934 and $35,482 for the nine months ended September 30, 2002 and September 30, 2003, respectively.

NEXSTAR MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with our historical consolidated financial statements and related notes and our unaudited pro forma condensed consolidated financial statements and related notes that appear elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs and involve risks, uncertainties and assumptions. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that might cause future results to differ materially from those discussed in the forward-looking statements include, but are not limited to, those discussed in “Risk Factors.”

Introduction

Overview/Relationship with Mission

We currently own and operate, through our subsidiaries, 16 television stations. Through various local service agreements with Mission Broadcasting, Inc., or Mission, we provide various management, sales or other services to additional television stations. Mission is 100% owned by an independent third party. Mission owns and operates the following television stations: WYOU, WFXP, KODE, KJTL, KJBO-LP, KRBC and KSAN. Mission also programs WBAK pursuant to a time brokerage agreement, pending Mission’s acquisition of WBAK from Bahakel Communications, which is expected to close in the fourth quarter of 2003, subject to FCC consent. We do not own Mission or its television stations. In order for both us and Mission to continue to comply with FCC regulations, Mission maintains complete responsibility for and control over programming, finances, personnel and operations of its stations. However, as a result of our guarantee of Mission’s debt and our arrangements under the local service agreements and purchase option agreements with Mission, we are deemed under GAAP to have a controlling financial interest in Mission. Additionally, we have evaluated the impact of accounting for Mission under Financial Accounting Standards Board (“FASB”) Interpretation No. 46 “Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51” (“FIN 46”) and have determined that we will be required to continue consolidating Mission’s financial position, results of operations and cash flow under GAAP.

Our ability to receive cash from Mission is governed by the following local service agreements:

•

We have a time brokerage agreement with WFXP, which allows us to program most of the station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated by WFXP in exchange for monthly payments to Mission.

•

We have a shared services agreement with KJTL and KJBO-LP, which allows the sharing of services, including news production, technical maintenance and security, in exchange for our right to receive certain payments from Mission as described in the shared services agreement. Through a joint sales agreement, we have also acquired the rights to sell and receive the revenue from the advertising time on KJTL and KJBO-LP in return for monthly payments to Mission. The arrangements under these agreements have had the effect of us receiving substantially all of the available cash generated by KJTL and KJBO-LP. We anticipate that we will continue to receive substantially all of the available cash generated by KJTL and KJBO-LP under these agreements.

•

We have shared services agreements with each of WYOU, KODE, KRBC, KSAN and WBAK and a joint sales agreement with WBAK, which have terms substantially similar to the terms of the shared services agreement and joint sales agreement, as applicable, with KJTL and KJBO-LP, except that the payment pursuant to the WYOU and KRBC and KSAN shared services agreements is a flat monthly fee.

For more information about our local service agreements with Mission, see “Certain Transactions—Transactions between Nexstar and Mission.”

In addition to providing certain services to Mission’s television stations, we also guarantee Mission’s bank debt. Similarly, Mission is a guarantor of the senior credit facility entered into and the senior subordinated notes issued by Nexstar Finance, L.L.C. (“Nexstar Finance”), one of our wholly-owned indirect subsidiaries.

The shareholder of Mission has granted to us a purchase option on each Mission station to acquire the assets and liabilities of each station for consideration equal to the greater of (1) seven times the station’s broadcast cash flow as defined in the option agreement less the amount of its indebtedness as defined in the option agreement or (2) the amount of its indebtedness. These option agreements are freely exercisable or assignable by us without consent or approval by the shareholder of Mission.

Nexstar does not own Mission or Mission’s television stations. However, as a result of our guarantee of Mission’s debt and our arrangements under the local service arrangements and purchase option agreements with Mission, we are deemed under GAAP to have a controlling financial interest in Mission while complying with the FCC’s rules regarding ownership limits in television markets. In order for both us and Mission to continue to comply with FCC regulations, Mission must maintain complete responsibility for and control over programming, finances, personnel and operations of its stations. As a result of our controlling financial interest in Mission under GAAP and in order to present fairly our financial position, results of operations and cash flows, we consolidate the financial position, results of operations and cash flows of Mission as if it were a wholly-owned entity. We believe this presentation is meaningful for understanding our financial performance. As discussed above, we have considered the method of accounting under FIN 46 and have determined that we will be required to continue consolidating Mission’s financial position, results of operations and cash flows. Therefore, the following discussion of our financial position and results of operations includes Mission’s financial position and results of operations.

In addition to our agreements with Mission, pursuant to an outsourcing agreement with a subsidiary of Sinclair Broadcast Group, Inc. that became effective December 1, 2001, we provide engineering, production, sales and administrative services for WYZZ, the Fox affiliate in the Peoria-Bloomington, Illinois market. The parties share the combined broadcast cash flow (as defined in the outsourcing agreement) generated by WYZZ and Nexstar-owned WMBD. The outsourcing agreement expires in December 2008, but at any time it may be canceled by either party upon 180 days written notice. We evaluated the arrangement under FIN 46 and determined that we are not the primary beneficiary of WYZZ.

Corporate Reorganization

Concurrent with this offering, we will undertake a corporate reorganization whereby:

•

Nexstar Broadcasting Group, L.L.C., our predecessor, and certain of its direct and indirect subsidiaries will be merged with and into our company, Nexstar Broadcasting Group, Inc.;

•

the existing mandatorily redeemable Series AA membership interests, plus accrued yield and premium, in Nexstar Broadcasting Group, L.L.C., all of which are held by Banc of America Capital Investors L.P., an affiliate of Banc of America Securities LLC, one of the underwriters of this offering, will be redeemed for approximately $54.7 million in cash in accordance with their terms; and

•

all of the remaining existing membership interests in Nexstar Broadcasting Group, L.L.C. will be converted concurrent with this offering, assuming an initial public offering price of $15.00 per share, into:

•

109,955 shares of our Class A common stock;

•

13,318,141 shares of our Class B common stock, in the case of membership interests held by ABRY and Perry A. Sook, which is entitled to 10 votes per share and is equivalent in all other respects to the Class A common stock; and

•

1,364,197 shares of our Class C non-voting common stock, in the case of membership interests held by Banc of America Capital Investors L.P.

The actual number of shares of Class A, B and C common stock issued upon conversion of existing membership interests of our predecessor will depend upon the actual initial public offering price of our Class A common stock.

Quorum Acquisition

We have entered into an agreement to acquire all of the Quorum subsidiaries, which own and operate 11 television stations (including WTVW, which certain Quorum subsidiaries have contracted to sell) and provide management, sales or other services to an additional five stations.

Of the five stations that the Quorum subsidiaries do not own and operate but provide services to, two are owned by Mission Broadcasting of Amarillo, Inc., which like Mission is wholly-owned by David S. Smith, and three are owned by VHR, which is wholly-owned by Victor Rumore. In connection with the Quorum acquisition, Mission will acquire these five stations. First, VHR will merge with and into affiliates of Mission of Amarillo, and then these affiliates and Mission of Amarillo will merge with and into Mission. Each of these transactions requires FCC consent.

The Quorum subsidiaries have entered into local service agreements with Mission of Amarillo and VHR that are substantially similar to our local service agreements with Mission. Upon the completion of the Quorum acquisition and the Mission mergers, we will become a party to these local service agreements as successor to the Quorum subsidiaries and Mission will become a party to such agreements as the successor to Mission of Amarillo and VHR. For more information about the Quorum subsidiaries’ local service agreements with Mission of Amarillo and VHR, see “Certain Transactions.” For more information on the Quorum acquisition see “The Quorum Acquisition.” We will also enter into new option agreements with Mission for the purchase of these stations.

The Quorum acquisition will increase the number of stations that we own and operate or provide services to by 60%. Consistent with our acquisition strategy, the Quorum stations are located in markets that we target with respect to both size and proximity to our regional clusters, and of the nine new markets that we will enter as a result of the acquisition, five are duopoly markets. Quorum generated net broadcast revenues of $56.9 million in 2002 and $41.6 million for the first nine months of 2003. Net cash provided by continuing operations were $8.1 million in 2002 and $6.8 million for the first nine months of 2003. Quorum had a net loss of $46.8 million in 2002 and $10.7 million for the first nine months of 2003. We believe that, by applying our operating strategy to the Quorum stations, we will generate revenue and cash flow growth. However, there are risks associated with any acquisition, including the Quorum acquisition, as described in “Risk Factors.”

In addition to shares of our common stock, consideration for the merger includes the assumption of debt of approximately $152.3 million and the redemption of certain membership interests of Quorum for approximately $68.2 million. We will finance the Quorum acquisition with some of the proceeds from this offering, the net proceeds of $125.0 million aggregate principal amount of senior subordinated notes to be issued in a private placement by Nexstar Finance, additional borrowings under our amended senior credit facilities and cash on hand. The additional debt incurred to purchase Quorum will be serviced by cash flows generated from operating activities.

Operational Structure

(1)

Guarantor under Nexstar Finance’s and Mission’s senior credit facilities.

(2)

Issuer of 16% senior discount notes due 2009 and 11.375% senior discount notes due 2013 and guarantor under Nexstar Finance Inc.’s and Mission’s senior credit facilities.

(3)

Issuer of 12% senior subordinated notes due 2008, borrower under its senior credit facilities and guarantor under Mission’s senior credit facility.

(4)

Borrower under its senior credit facility and guarantor under Nexstar Finance Inc.’s senior credit facilities and 12% senior subordinated notes due 2008.

(5)

Guarantors under Nexstar Finance’s and Mission’s senior credit facilities and the 12% senior subordinated notes due 2008 of Nexstar Finance.

The following diagram summarizes our operational structure and our relationship with Mission, whose results of operations and financial position are consolidated with ours, following our corporate reorganization, the Quorum acquisition (including Mission’s acquisition of the Mission of Amarillo and VHR stations) and the private placement of the new senior subordinated notes by Nexstar Finance:

(1)

Guarantor under Nexstar Finance Inc.’s and Mission’s senior credit facilities.

(2)

Issuer of 16% senior discount notes due 2009 and 11.375% senior discount notes due 2013 and guarantor under Nexstar Finance Inc.’s and Mission’s senior credit facilities.

(3)

Issuer of 12% senior subordinated notes due 2008 and the new senior subordinated notes, borrower under its senior credit facilities and guarantor under Mission’s senior credit facility.

(4)

Borrower under its senior credit facility and guarantor under Nexstar Finance Inc.’s senior credit facilities, 12% senior subordinated notes due 2008 and the new senior subordinated notes.

(5)

Guarantors under Nexstar Finance’s and Mission’s senior credit facilities, the 12% senior subordinated notes due 2008 and the new senior subordinated notes of Nexstar Finance.

Operations

The operating revenue of our stations is derived primarily from advertising revenue, which in turn depends on the economic conditions of the markets in which we operate, the demographic makeup of those markets and the marketing strategy we employ in each market. Our primary operating expenses consist of commissions on advertising revenue, employee compensation and related benefits, newsgathering and programming costs. A large percentage of the costs involved in the operation of our stations remains relatively fixed.

Each of our stations has a network affiliation agreement pursuant to which the network provides programming to the station during specified time periods, including prime time. Each of NBC, CBS and ABC compensates our affiliated stations for distributing the network’s programming over the air and for allowing the network to keep a portion of advertising inventory during those time periods. The affiliation agreements with Fox and UPN do not provide for compensation. Each station acquires licenses to broadcast programming in non-news and non-network time periods. The licenses are either purchased from a program distributor for cash and/or the program distributor is allowed to sell some of the advertising inventory as compensation to eliminate or reduce the cash cost for the license. The latter is referred to as barter broadcast rights. The station records the estimated

fair market value of the licenses, including any advertising inventory given to the program distributor, as a broadcast right asset and liability. The assets are amortized as a component of amortization of broadcast rights. Amortization is computed using the straight-line method based on the license period or usage, whichever is greater. The cash broadcast rights liabilities are reduced by monthly payments while the barter liability is amortized over the life of the contract as a component of trade and barter revenue.

Advertising rates are based upon (1) a program’s popularity among the viewers that an advertiser wishes to target, (2) the number of advertisers competing for the available time, (3) the size and the demographic composition of the market served by the station, (4) the availability of alternative advertising media in the market area and (5) the effectiveness of the station’s sales force. Advertising rates are also determined by a station’s overall ability to attract viewers in its market area, as well as the station’s ability to attract viewers among particular demographic groups that an advertiser may be targeting. Advertising revenue is positively affected by strong local economies, national and regional political election campaigns, and certain events such as the Olympic Games or the Super Bowl. Because television broadcast stations rely on advertising revenue, declines in advertising budgets, particularly in recessionary periods, adversely affect the broadcast industry, and as a result may contribute to a decrease in the revenue of broadcast television stations.

Most advertising contracts are short-term and generally run for a few weeks. Excluding political revenue, 65.7% of our spot revenue for both the nine months ended September 30, 2003 and 2002 was generated from local advertising. The remainder of our advertising revenue represents inventory sold for national or political advertising. Each station has an agreement with a national representative firm that provides for representation outside the particular station’s market. National commission rates vary within the industry and are governed by each station’s agreement. All national and political revenue is derived from advertisements placed by advertising agencies. The agencies receive a commission rate of 15.0% of the gross amount of revenue related to the advertising schedules placed by them. While the majority of local spot revenue is placed by local agencies, some advertisers place their advertisements directly with our stations’ local sales staff, thereby eliminating the agency commission.

The advertising revenue of our stations is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season. In addition, advertising revenue is generally higher during even-numbered years as a result of political advertising and advertising aired during the Olympic Games.

The acquisitions and local service agreements described below, which were entered into by Nexstar and Mission during the fiscal years ended December 31, 2000, 2001 and 2002, affect the period-to-period comparability of the operating results discussed in this prospectus:

•

In September 2000, we acquired substantially all of the assets of KMID, the ABC affiliate in the Odessa-Midland, Texas market, for approximately $10.0 million.

•

In November 2000, we acquired substantially all of the assets of KTAL, the NBC affiliate in the Shreveport, Louisiana market, for approximately $35.3 million.

•

In January 2001, we acquired substantially all of the assets of WCIA/WCFN and WMBD for approximately $108.0 million. At the time of purchase, WCIA/WCFN was the CBS affiliate in the Champaign-Springfield-Decatur, Illinois market. On April 1, 2002, we converted WCFN from a satellite station of WCIA to a UPN-affiliated station. WMBD is the CBS affiliate in the Peoria-Bloomington, Illinois market.

•

In December 2001, Mission entered into a purchase agreement and a time brokerage agreement with GOCOM Broadcasting of Joplin, L.L.C. with regard to KODE, the ABC affiliate in the Joplin, Missouri-Pittsburg, Kansas market. Pursuant to the time brokerage agreement, Mission was allowed to program most of the station’s broadcast time, sell the station’s advertising time and retain the advertising revenue in consideration for a monthly fee. In September 2002, Mission acquired certain of the assets of KODE

for $14.0 million. On April 1, 2002, Nexstar entered into a shared services agreement with Mission to provide news production, technical maintenance and security for KODE, in exchange for monthly fees paid to Nexstar. The services provided by us resulted in higher miscellaneous revenue and operating expenses for Nexstar-owned KSNF, the station providing the services.

•

In December 2001, Nexstar entered into an outsourcing agreement with a subsidiary of Sinclair Broadcast Group, Inc. to provide certain engineering, production, sales and administrative services for WYZZ, the Fox affiliate in the Peoria-Bloomington, Illinois market. Pursuant to this agreement, the parties share the combined broadcast cash flow generated by WYZZ and Nexstar-owned WMBD.

•

On April 1, 2002, Nexstar converted WCFN from a satellite station of WCIA to a UPN-affiliated station. As a result, WCFN became a full-power station capable of generating revenue of its own. For discussion purposes on a same station basis, Nexstar has excluded WCFN’s revenue and expenses.

•

On December 13, 2002, Mission entered into a purchase agreement and a local marketing agreement with LIN Television Corporation and two of its subsidiaries, with regard to KRBC, the NBC affiliate in Abilene-Sweetwater, Texas, and KSAN, the NBC affiliate in San Angelo, Texas, which was called KACB until October 30, 2003. Operations under the local marketing agreement commenced on January 1, 2003. Mission purchased substantially all of the assets of the stations for $10.0 million on June 13, 2003. Upon the closing of the acquisition, Mission entered into a shared services agreement with Nexstar pursuant to which Nexstar-owned KTAB provides news production, technical maintenance and security for KRBC and KSAN.

•

On December 30, 2002, Nexstar entered into a purchase agreement and time brokerage agreements with two subsidiaries of Morris Multimedia, Inc., with regard to KARK, the NBC affiliate in Little Rock-Pine Bluff, Arkansas, and WDHN, the ABC affiliate in Dothan, Alabama. Operations under the time brokerage agreements commenced on February 1, 2003. On August 1, 2003, Nexstar completed the acquisition of the stations for a total consideration of $91.5 million.

We make references throughout this section to comparisons on a “same station basis”, in order to provide a more meaningful comparison of annual growth from internal operations which may be masked by growth from acquisitions. These comparisons refer to stations that we have owned or provided services to at the beginning and end of a particular period. In particular, references to a comparison on a same station basis for the year ended December 31, 2002 versus the year ended December 31, 2001 include the following stations: WYOU, KQTV, WTWO, WBRE, KFDX, KSNF, KBTV, WJET, WFXP, WROC, KJTL, KJBO-LP, KTAB, KMID, KTAL, WCIA and WMBD. References to a comparison on a same station basis for the year ended December 31, 2001 versus the year ended December 31, 2000 include the following stations: WYOU, KQTV, WTWO, WBRE, KFDX, KSNF, KBTV, WJET, WFXP, WROC, KJTL, KJBO-LP and KTAB. References to a comparison on a same station basis for the nine months ended September 30, 2003 versus the nine months ended September 30, 2002 include the following stations: WYOU, KQTV, WTWO, WBRE, KFDX, KSNF, KBTV, WJET, WFXP, WROC, KJTL, KJBO-LP, KTAB, KMID, KTAL, WCIA, WMBD, WYZZ and KODE.

Recent Developments

On December 13, 2002, Mission entered into a purchase agreement and a local marketing agreement with LIN Television Corporation and two of its subsidiaries, the former owners of KRBC and KSAN. The local marketing agreement commenced on January 1, 2003. Mission purchased substantially all of the assets of the stations for $10.0 million on June 13, 2003. Pursuant to the terms of the purchase agreement, Mission made a down payment of $1.5 million against the purchase price in December 2002, which amount was included in noncurrent assets as of December 31, 2002. On June 13, 2003, Mission entered into a shared services agreement with us, whereby Nexstar-owned KTAB provides certain services to KRBC and KSAN including news production, technical maintenance and security, among other services, in exchange for payments from Mission.

On December 30, 2002, we entered into a purchase agreement and time brokerage agreements with two subsidiaries of Morris Multimedia, Inc., the former owners of KARK and WDHN. The time brokerage

agreements commenced on February 1, 2003. Pursuant to terms of the purchase agreement, Nexstar made a down payment of $40.0 million against the $91.5 million purchase price on January 31, 2003, which amount was included in non-current assets as of June 30, 2003. We paid the remaining $51.5 million of the purchase price, which was funded from available cash, and completed the acquisition on August 1, 2003.

On February 13, 2003, we and Mission obtained new senior credit facilities. The facilities consist of $185.0 million in term loans (Nexstar-$130.0 million and Mission-$55.0 million) and $80.0 million in revolving loans (Nexstar-$50.0 million and Mission-$30.0 million). We and Mission used the proceeds from the term loans to refinance the then existing senior credit facilities. The term loans amortize at 1% annually in years 2004 through 2009, with the remaining 94% due in 2010. The revolving loans mature on December 31, 2009. As of September 30, 2003, Mission had drawn $12.2 million on its revolver and we had no borrowings outstanding under our new revolver. The refinancing of the existing senior credit facilities resulted in the write off during the first quarter of 2003 of $5.8 million of certain debt financing costs capitalized at December 31, 2002.

On March 27, 2003, Nexstar Finance Holdings, L.L.C., our wholly-owned subsidiary, issued $130.0 million principal amount at maturity of 11 ³ / 8 % senior discount notes at a price of 57.442%. The senior discount notes mature on April 1, 2013. Each discount note will have an accreted value at maturity of $1,000. The senior discount notes will not begin to accrue cash interest until April 1, 2008 with payments to be made every six months in arrears on April 1 and October 1.

On May 9, 2003, Mission entered into a time brokerage agreement with Bahakel Communications and certain of its subsidiaries relating to WBAK and simultaneously entered into a purchase and sale agreement to acquire substantially all of the assets of WBAK, the Fox affiliate in Terre Haute, Indiana, for $3.0 million. Operations under the time brokerage agreement commenced on May 9, 2003. Pursuant to the terms of the purchase agreement, Mission made a down payment of $1.5 million against the purchase price, which was funded from Mission’s senior credit facilities. Additionally, Mission entered into a shared services agreement with us, effective May 9, 2003, whereby Nexstar-owned WTWO provides certain services to WBAK including news production, technical maintenance and security, among other services, in exchange for payments from Mission. Mission also entered into a joint sales agreement, effective May 9, 2003, whereby Nexstar-owned WTWO purchases all the advertising time on WBAK and retains the advertising revenue in return for payments to Mission. Accordingly, when we discuss the number of stations to which we currently provide services, we have included WBAK. The transaction is expected to close in the fourth quarter of 2003, subject to FCC consent. Mission has evaluated its arrangement with Bahakel Communications under FIN No. 46 and has determined that it is the primary beneficiary of WBAK. Mission has therefore consolidated the financial position and results of operations of WBAK since May 9, 2003.

On September 12, 2003, we reached a definitive agreement with Quorum to acquire all of its subsidiaries. See “The Quorum Acquisition.”

On October 13, 2003, we entered into an agreement to acquire substantially all of the assets of KPOM/KFAA, the NBC affiliate in Fort Smith-Fayetteville-Springdale-Rogers, Arkansas, from JDG Television, Inc. for $17.0 million. Operations under a time brokerage agreement between us and JDG Television, Inc. began on October 16, 2003. Accordingly, when we discuss the number of stations to which we currently provide services, we have included station KPOM/KFAA. When we discuss the number of stations that we will own and operate or to which we will provide services upon completion of pending acquisitions, we have included KPOM/KFAA as a station that we will own. Pursuant to the terms of the purchase agreement, we made a down payment of $10.0 million against the purchase price, which was funded from available cash. The acquisition is expected to close in the first quarter of 2004, subject to FCC consent.

Historical Performance

Revenue

The following table sets forth the principal types of revenue received by our stations for the periods indicated and each type of revenue (other than trade and barter) as a percentage of total gross revenue, as well as agency and national sales representative commissions:

	Year Ended December 31,									Nine Months Ended September 30,
	2000			2001			2002			2002			2003
	Amount		%	Amount		%	Amount		%	Amount		%	Amount		%
										(Unaudited)

	(dollars in thousands)									(dollars in thousands)
Local	$	62,595	50.2	$	64,097	56.0	$	73,493	51.1	$	53,766	55.2	$	65,551	60.5
National		38,602	31.0		38,456	33.6		38,510	26.8		28,091	28.8		34,202	31.5
Political		15,126	12.1		2,197	1.9		23,530	16.4		9,287	9.5		2,406	2.2
Network compensation		6,258	5.0		7,454	6.5		6,416	4.5		4,881	5.0		5,014	4.6
Other		2,050	1.7		2,270	2.0		1,781	1.2		1,413	1.5		1,286	1.2

Total gross revenue		124,631	100.0		114,474	100.0		143,730	100.0		97,438	100.0		108,459	100.0
Less: Agency and national representative commissions		17,546	14.1		15,420	13.5		20,593	14.3		13,507	13.9		14,678	13.5

Net broadcast revenue		107,085	85.9		99,054	86.5		123,137	85.7		83,931	86.1		93,781	86.5
Trade and barter revenue		10,382			11,675			10,702			7,603			8,365

Total net revenue	$	117,467		$	110,729		$	133,839		$	91,534		$	102,146

Results of Operations

The following table sets forth a summary of our operations for the periods indicated and their percentages of total net revenue:

	Year Ended December 31,									Nine Months Ended September 30,
	2000			2001			2002			2002			2003
	Amount		%	Amount		%	Amount		%	Amount		%	Amount		%
										(Unaudited)

	(dollars in thousands)									(dollars in thousands)
Total net revenue	$	117,467	100.0	$	110,729	100.0	$	133,839	100.0	$	91,534	100.0	$	102,146	100.0
Operating expenses:
Corporate expenses		3,091	2.6		2,752	2.5		4,681	3.5		2,869	3.1		4,255	4.2
Station direct operating expenses, net of trade		27,591	23.5		28,635	25.9		31,454	23.5		23,581	25.8		27,846	27.3
Selling, general and administrative expenses		25,699	21.9		25,430	23.0		31,140	23.3		22,578	24.7		26,009	25.5
Trade and barter expense		10,227	8.7		11,713	10.6		10,625	7.9		7,258	7.9		8,234	8.1
Depreciation and amortization		23,933	20.4		33,811	30.5		26,657	19.9		19,690	21.5		21,000	20.6
Amortization of broadcast rights, excluding barter.		8,356	7.1		8,328	7.5		7,844	5.9		5,879	6.4		5,478	5.4

Income from operations	$	18,570		$	60		$	21,438		$	9,679		$	9,324

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30, 2002.

Net broadcast revenue for the nine months ended September 30, 2003 was $93.8 million, an increase of $9.9 million, compared to $83.9 million for the nine months ended September 30, 2002. An increase in net broadcast revenue of $14.0 million was attributed to stations for which a local service arrangement was entered into after January 1, 2002 and WCFN. On a same station basis, net broadcast revenue for the nine months ended September 30, 2003 was $76.1 million as compared to $80.2 million for the nine months ended September 30, 2002, a decrease of 5.2%, or $4.1 million. Of this decrease, $5.4 million was attributed to a decline in political revenue resulting from a lack of election campaigns in most of our markets in 2003, offset, in part, by increases in local

demand of $0.8 million and national revenue of $0.6 million on a same station basis. In March 2003, we experienced cancellations and modifications of advertising schedules as a result of the news coverage of the war in Iraq. We expect to have higher advertising revenue during the even-numbered years as a result of revenue associated with the Olympic Games and political campaigns and lower advertising revenue during the odd-numbered years without Olympic Games and with nominal political activity.

Station direct operating expenses, consisting primarily of news, engineering and programming, and selling, general and administrative expenses, net of trade, for the nine months ended September 30, 2003 were $53.9 million, compared to $46.2 million for the comparable period in 2002, an increase of $7.7 million. Of the $7.7 million increase, $9.0 million was attributed to stations for which a local service arrangement was entered into after January 1, 2002 and WCFN, offset by $1.3 million of reductions in direct operating expenses at stations owned longer than one year. On a same station basis, station direct operating expenses and selling, general and administrative expenses, net of trade, for the nine months ended September 30, 2003 were $41.7 million as compared to $43.0 million for the nine months ended September 30, 2002, a decrease of 3.1%, or $1.3 million. This decrease resulted primarily from reduced payments under an outsourcing arrangement and reduced health benefit costs incurred during the nine months ended September 30, 2003. In the first quarter of 2002, we made a non-recurring transfer tax payment of $0.2 million.

Corporate expenses, related to costs associated with the centralized management of our stations, for the nine months ended September 30, 2003 were $4.3 million, compared to $2.9 million for the nine months ended September 30, 2002, an increase of $1.4 million. The increase was primarily attributed to an increase in personnel costs.

Amortization of broadcast rights, excluding barter, for the nine months ended September 30, 2003 was $5.5 million, compared to $5.9 million for the nine months ended September 30, 2002, a decrease of $0.4 million.

Depreciation of property and equipment was $9.2 million for the nine months ended September 30, 2003, compared to $9.8 million for the comparable period in 2002, a decrease of $0.6 million. The decrease in depreciation was attributed to the curtailment of depreciation on certain assets that became fully depreciated as of December 31, 2002. The stations for which a local service arrangement was entered into after January 1, 2002 and WCFN had no material effect on depreciation.

The amortization of intangibles was $11.8 million for the nine months ended September 30, 2003, compared to $9.8 million for the same period in 2002. The increase in amortization was attributed to the amortization of intangible assets resulting from the following acquisitions: KODE, KRBC, KSAN, KARK and WDHN.

Income from operations for the nine months ended September 30, 2003 was $9.3 million as compared to $9.7 million for the nine months ended September 30, 2002, a decrease of $0.4 million. Income from operations in the amount of $2.3 million was attributed to stations for which a local service arrangement was entered into after January 1, 2002 and WCFN. On a same station basis, income from operations for the nine months ended September 30, 2003 was $6.9 million as compared to $9.6 million for the nine months ended September 30, 2002. The $2.7 million decrease in income from operations is primarily attributed to a decrease in net revenue as described above.

The change in market values of our derivative instruments and the marking-to-market of the interest rate swap agreement resulted in recognition of $1.4 million in other income for the nine months ended September 30, 2003 and a loss of $2.4 million recognized in other expenses for the nine months ended September 30, 2002. The change was primarily due to a fluctuation in market interest rates.

Interest expense, including amortization of debt financing costs, for the nine months ended September 30, 2003 was $40.4 million, compared to $28.9 million for the same period in 2002. The increase in interest expense was primarily attributable to the refinancing of the predecessor senior credit facilities which resulted in the write off during the first quarter of 2003 of $5.8 million of certain debt financing costs capitalized at December 31, 2002, and the issuance of the new discount notes on March 27, 2003, partially offset by an overall decline in interest rates on the senior secured credit facilities.

Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”) on January 1, 2002 and was accounted for as a cumulative effect of change in accounting principle. SFAS No. 142 required us to test goodwill for impairment based on fair values as of January 1, 2002.

During the third quarter of 2003, we recorded a cumulative effect of change in accounting principle of $6.3 million as a result of us adopting Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (“SFAS No. 150”) on July 1, 2003. SFAS No. 150 requires us to account for the change in fair value of the mandatorily redeemable preferred units from implementation date to September 30, 2003 as an adjustment to interest expense. The change in fair value resulted in an increase in interest expense of $1.9 million during the third quarter of 2003.

The minority interest in consolidated entity of $0.3 million for the nine months ended September 30, 2003 relates to the recognition of $0.3 million of expenses due to the application of FIN 46 as it pertains to the local service arrangement Mission has with WBAK (see Note 4 of the consolidated financial statements).

As a result of the factors discussed above, our net loss was $36.7 million for the nine months ended September 30, 2003, compared to $46.3 million for the same period in 2002, a decrease in net loss of $9.6 million.

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001.

Net broadcast revenue for the year ended December 31, 2002 was $123.1 million, an increase of $24.0 million, compared to $99.1 million for the year ended December 31, 2001. An increase in net broadcast revenue of $7.7 million was attributed to stations for which a local service arrangement was initiated after January 1, 2001 and WCFN. On a same station basis, net broadcast revenue for the year ended December 31, 2002 was $115.0 million as compared to $98.7 million for the year ended December 31, 2001, an increase of 16.6%, or $16.3 million. Of this increase, $16.6 million was political revenue resulting from election campaigns in most of our markets, $3.0 million was attributed to an increase in local demand, offset, in part, by a decline in national revenue of $1.5 million and renewals of network affiliation agreements at five of our stations which resulted in a decline in network compensation of $1.6 million, on a same station basis. We expect to have higher advertising revenues during the even-numbered years as a result of revenue associated with the Olympic Games and political campaigns and lower advertising revenue during the odd-numbered years without Olympic Games and with nominal political activity.

Station direct operating expenses, consisting primarily of news, engineering and programming, and selling, general and administrative expenses, net of trade, for the year ended December 31, 2002 were $62.6 million, compared to $54.1 million for the year ended December 31, 2001, an increase of $8.5 million. Of the $8.5 million increase, $7.1 million was attributed to stations for which a local service arrangement was initiated after January 1, 2001 and WCFN. Expenses for the year ended December 31, 2002 and December 31, 2001 included time brokerage fees paid to the owners of stations to be acquired during the term of the agreement of $0.3 million and $0.1 million, respectively. Additionally, the year ended December 31, 2002 includes a $0.2 million sales tax payment related to a prior acquisition. On a same station basis, station direct operating expenses and selling, general and administrative expenses for the year ended December 31, 2002 were $55.1 million as compared to $53.7 million for the year ended December 31, 2001, an increase of 2.7%, or $1.4 million, which resulted primarily from additional personnel costs by KSNF to accommodate the shared services agreement in Joplin, Missouri that began on April 1, 2002.

Corporate expenses, related to costs associated with the centralized management of our stations, for the year ended December 31, 2002 were $4.7 million, compared to $2.8 million for the year ended December 31, 2001, an increase of $1.9 million. The increase was primarily attributed to an increase in personnel, professional fees and the accrual of incentive compensation in 2002.

Amortization of broadcast rights, excluding barter, for the year ended December 31, 2002 was $7.8 million, compared to $8.3 million for the year ended December 31, 2001, a decrease of $0.5 million. The decrease is a

result of lower broadcast rights negotiated upon renewal, partially offset by a $0.2 million increase attributable to launching WCFN as a UPN affiliated station. The stations for which a local service arrangement was initiated after January 1, 2001 had no material effect on amortization of broadcast rights.

Depreciation of property and equipment was $13.2 million for the year ended December 31, 2002, compared with $12.7 million for the comparable period in 2001, an increase of $0.5 million. The increase in depreciation was attributed to the incremental capital expenditures incurred at our television stations since December 31, 2001. The stations for which a local service arrangement was initiated after January 1, 2001 and WCFN had no material effect on depreciation.

The amortization of intangibles was $13.4 million for the year ended December 31, 2002, compared to $21.1 million for the same period in 2001. The decrease in amortization was attributed to the elimination of amortization of indefinite-lived intangible assets and goodwill of which $8.0 million was recorded in 2001.

Income from operations for the year ended December 31, 2002 was $21.4 million as compared to $0.1 million for the year ended December 31, 2001, an increase of $21.3 million. A $0.2 million loss from operations was attributed to stations for which a local service arrangement was initiated after January 1, 2001 and WCFN. On a same station basis, income from operations for the year ended December 31, 2002 was $21.5 million as compared to $0.1 million for the year ended December 31, 2001. The $21.4 million improvement in income from operations is primarily attributed to the increase in revenue without a corresponding increase in operating expenses due to the relatively fixed nature of operating costs at our television stations along with the elimination of $8.0 million of amortization for indefinite-lived intangible assets and goodwill.

The change in market value of derivate instruments and the marking-to-market of those interest rate swap agreements resulted in a loss of $2.4 million recognized in other expenses in 2002 and a loss of $0.1 million in 2001. The change was due to a fluctuation in market interest rates.

Interest expense, including amortization of debt financing costs, for the year ended December 31, 2002 was $38.9 million, compared to $40.3 million for the same period in 2001. Prior year interest expense includes a reclassification of $1.4 million previously classified as an extraordinary loss from refinancing the credit facilities.

During the first quarter of 2002, we incurred a write-down of $27.4 million, net of taxes, related to the impairment of goodwill for two of our stations. The write-down was the result of us adopting SFAS No. 142 on January 1, 2002 and was accounted for as a cumulative effect of change in accounting principle. SFAS No. 142 required us to test goodwill for impairment based on fair values as of January 1, 2002.

As a result of the factors discussed above, our net loss was $46.8 million for the year ended December 31, 2002, compared to $40.6 million for the same period in 2001, an increase in net loss of $6.2 million.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000.

Net broadcast revenue for the year ended December 31, 2001 was $99.1 million, a decrease of $8.0 million, compared to $107.1 million for the year ended December 31, 2000. An increase of approximately $2.9 million was attributable to stations acquired or for which a local service arrangement was initiated after January 1, 2000. On a same station basis, net broadcast revenue for the year ended December 31, 2001 was $71.8 million as compared to $82.7 million for the year ended December 31, 2000, a 13.2% decrease. Of this decrease, $1.5 million was attributed to local revenue, $1.5 million was due to a decline in national revenue and $8.5 million was non-recurring political revenue partially offset by increases in other broadcast revenue for the year. A general slowdown in the advertising industry, the terrorist attack on September 11, 2001, the comparative absence of advertising revenue from the 2000 Olympic Games and the non-recurring political advertising are the primary components of the decrease in net broadcast revenue. After the terrorist attack, the networks aired twenty-four hour newscasts with no commercial breaks for several days. The unscheduled newscasts and absence of commercial breaks resulted in a loss of at least $1.0 million in net broadcast revenue.

Station direct operating expenses, consisting primarily of news, engineering and programming and selling, general and administrative expenses, net of trade, for the year ended December 31, 2001 were $54.1 million, compared to $53.3 million for the year ended December 31, 2000, an increase of $0.8 million. An increase of approximately $1.6 million was attributable to stations acquired or for which a local service arrangement was initiated after January 1, 2000. Expenses for the years ended December 31, 2001 and December 31, 2000 included time brokerage fees paid to the owners of stations to be acquired during the term of the agreement of $0.1 million and $1.9 million, respectively. On a same station basis, station direct operating expenses and selling, general and administrative expenses for the year ended December 31, 2001 were $38.1 million as compared to $38.9 million for the year ended December 31, 2000, a 2.0% decline. Cost controls implemented at the stations accounted for this decrease. Cost controls included a reduction in work force and the related personnel costs, strict controls on overtime and a decrease in promotional costs.

Corporate expenses, related to costs associated with the centralized management of our stations, for the year ended December 31, 2001 were $2.8 million, compared to $3.1 million for the year ended December 31, 2000, a decrease of $0.3 million. The decrease was primarily attributable to lower travel costs, management fees and bonuses, partially offset by higher professional fees.

Amortization of broadcast rights, excluding barter, for the year ended December 31, 2001 was $8.3 million, compared to $8.4 million for the year ended December 31, 2000. An increase of $0.5 million was attributable to the stations acquired in 2000 and 2001, offset by a decrease of $0.6 million as a result of lower contract costs from favorable negotiations on programming contracts.

Depreciation of property and equipment was $12.7 million for the year ended December 31, 2001, compared with $9.2 million for the comparable period in 2000, an increase of $3.5 million. The increase of $3.5 million was attributable to the effect of the stations acquired in 2000 and 2001.

Amortization of intangibles was $21.1 million for the year ended December 31, 2001, compared with $14.8 million for the comparable period in 2000, an increase of $6.3 million. The increase of $6.3 million was attributable to the stations acquired in 2000 and 2001.

Income from operations for the year ended December 31, 2001 was $0.1 million as compared to $18.6 million for the year ended December 31, 2000, a decrease of $18.5 million. Of the $18.5 million decrease, approximately $12.1 million was attributable to stations acquired or for which a local service arrangement was initiated after January 1, 2000. On a same station basis, income from operations for the year ended December 31, 2001 was $2.9 million as compared to $9.3 million for the year ended December 31, 2000. The decrease was primarily attributable to lower net revenue, partially offset by the cost controls described above.

Interest expense, including amortization of debt financing costs, for the year ended December 31, 2001 was $40.3 million, compared to $20.2 million for the same period in 2000, an increase of $20.1 million. The increase was primarily attributable to the full year effect of the additional indebtedness to acquire the stations in 2000 and 2001, an increase in the cost of funds and a reclassification of $1.4 million previously classified as an extraordinary loss from refinancing the credit facilities.

As a result of the factors discussed above, our net loss was $39.5 million for the year ended December 31, 2001, compared to $2.6 million for the same period in 2000, an increase in net loss of $36.9 million.

Liquidity and Capital Resources

Nine Months ended September 30, 2003

As of September 30, 2003, cash and cash equivalents were $51.7 million, compared to $18.0 million as of September 30, 2002. Our primary sources of liquidity are cash flows from operating activities, borrowings from our senior credit facilities and capital contributions.

Cash flows provided by operating activities were $14.5 million for the nine months ended September 30, 2003, as compared to $16.3 million for the nine months ended September 30, 2002. The comparative decrease in cash flows provided by operations of $1.8 million is primarily due to the timing of payments made or received on operating assets and liabilities, partially offset by $ 1.2 million and $ 1.6 million of network compensation payments received in excess of network compensation revenue recognized for the nine months ended September 30, 2003 and 2002, respectively.

Cash flows used for investing activities were $108.9 million for the nine months ended September 30, 2003, as compared to $13.6 million for the nine months ended September 30, 2002. Investing activities for the nine months ended September 30, 2003 included total payment of $91.5 million for the acquisition of KARK and WDHN, the remaining $8.5 million payment by Mission for its acquisition of KRBC and KSAN, a down payment by Mission of $1.5 million against the purchase price of WBAK and ongoing capital expenditures. We expect that Mission will pay the remaining $1.5 million purchase price for WBAK during the fourth quarter of 2003. Investing activities for the same period in 2002 included the remaining $8.0 million payment for the acquisition of KODE and ongoing equipment purchases.

Cash flows provided by financing activities were $126.2 million for the nine months ended September 30, 2003, as compared to $9.5 million for the nine months ended September 30, 2002. The change in cash flows from financing activities for the nine months ended September 30, 2003 was primarily the result of (1) borrowings under the senior secured credit facilities of $222.2 million, (2) the repayment of $161.7 million of previous borrowings as a result of the refinancing of the senior credit facilities on February 13, 2003, (3) the proceeds of $74.7 million of senior discount notes in March, 2003, and (4) the payment of debt financing costs of approximately $7.4 million. For the nine months ended September 30, 2002, the change in cash flows from financing activities was the result of (1) borrowings under the senior credit facilities of $10.0 million, (2) proceeds from termination of a derivative instrument of $4.4 million, (3) the repayment of $2.8 million of previous borrowings, and (4) the $1.4 million tax distribution to holders of preferred membership interests of Nexstar Broadcasting Group, L.L.C. As of September 30, 2003, there was approximately $67.9 million of unused commitments under the senior credit facilities, all of which could be drawn in compliance with the financial covenants under the senior credit facilities. We and Mission were in compliance with all covenants contained in the credit agreements governing our senior secured credit facilities and the indentures governing our subsidiaries’ publicly-held notes at September 30, 2003. The credit agreements were refinanced in February 2003 as a result of pending acquisitions. The terms of the amended credit facilities are described below.

Year Ended December 31, 2002

As of December 31, 2002, cash and cash equivalents were $19.9 million, compared to $5.9 million as of December 31, 2001.

Our primary sources of liquidity are cash flows from operating activities, borrowings from our senior credit facilities and capital contributions. Cash flows provided by operating activities were $20.6 million for the year ended December 31, 2002, as compared to $0.1 million for the year ended December 31, 2001. The comparative increase in cash flows provided by operations of $20.5 million is primarily due to the timing of payments made or received on operating assets and liabilities, including $2.2 million of network compensation payments received in excess of network compensation revenue recognized for the year ended December 31, 2002. Additionally, increases in cash flow from operations were due to improved operating results for the year ended December 31, 2002, compared to the same period in 2001.

Cash flows used for investing activities were $17.6 million for the year ended December 31, 2002, as compared to $120.1 million for the year ended December 31, 2001. Investing activities for the year ended December 31, 2002 were associated with the final payment of $8.0 million by Mission for acquiring KODE, a down payment of $1.5 million by Mission for its acquisition of KRBC and KSAN and ongoing equipment purchases. In the first quarter of 2003, we made a down payment of $40.0 million against the purchase price for

KARK and WDHN. We paid the remaining $50.0 million for these stations during the third quarter of 2003. The remaining $8.5 million payment for KRBC and KSAN was paid by Mission in the second quarter of 2003. Investing activities for the same period in 2001 were associated with purchasing WCIA and WMBD for approximately $108.0 million, a down payment of $6.0 million by Mission for its acquisition of KODE and ongoing equipment purchases.

Cash flows provided by financing activities were $11.0 million for the year ended December 31, 2002, as compared to $123.1 million for the year ended December 31, 2001. The change in cash flows from financing activities for the year ended December 31, 2002 was primarily the result of revolver borrowings of $11.5 million, less repayments of loans of $3.0 million and a tax distribution to holders of preferred membership interests of Nexstar Broadcasting Group, L.L.C. of $1.4 million. In August 2002, we received a payment of $4.4 million representing the fair market value, excluding accrued interest, for terminating the $60.0 million swap agreement. For the year ended December 31, 2001, the change in cash flows from financing activities was the result of (1) borrowings under the senior credit facilities of $278.8 million with a subsequent borrowing and repayment of $160.1 million as a result of the amendment on June 14, 2001 to the credit agreement governing our senior credit facilities, (2) the issuance in March 2001 of $153.6 million of senior subordinated notes, (3) borrowing and subsequent repayment of a $40.0 million interim loan, (4) borrowings of $18.7 million evidenced by the senior discount notes, (5) additional equity proceeds of $93.3 million (net of a $8.0 million distribution), which were used to assist in financing the January 2001 acquisition, (6) the borrowing of $12.0 million less a repayment of $6.0 million to fund a deposit on Mission’s acquisition of KODE less the repayment of the existing senior credit facilities, and (7) transaction and financing costs of approximately $19.0 million. As of December 31, 2002, there was approximately $44.9 million of unused commitments under the senior credit facilities. However, of the $44.9 million unused commitments, approximately $29.0 million could be drawn in compliance with the financial covenants under the senior credit facilities. We and Mission were in compliance with all covenants contained in the credit agreements governing the senior credit facilities and the indentures governing our subsidiaries’ publicly-held notes at December 31, 2002. The credit agreements were refinanced in February 2003 as a result of our impending acquisitions. The terms of the amended credit facilities are described below.

Senior Credit Facilities

On January 12, 2001, we and Mission each entered into senior secured credit facilities with a group of commercial banks. The terms of the credit agreement governing our credit facilities provided for a reducing revolving credit facility in the amount of $122.0 million, which was subsequently reduced to $72.0 million after the issuance of Nexstar Finance’s senior subordinated notes, and a term loan facility in the amount of $110.0 million and an uncommitted acquisition facility of $100.0 million. Our credit facilities were subsequently amended on June 14, 2001, to allow for a $50.0 million Term A loan facility, a $75.0 million Term B loan facility and a $57.0 million reducing revolving facility. On November 14, 2001, our credit facilities were further amended to adjust certain financial covenants effective September 30, 2001 and for future periods because we were not in compliance with the consolidated total leverage ratio as of September 30, 2001, due in large part to the negative impact on advertising revenue resulting from the events of September 11, 2001 and anticipated noncompliance in future periods. The financial covenants setting forth the consolidated total leverage ratio and consolidated interest coverage ratio were amended to relax the thresholds that we had to meet pursuant to the credit agreement. In addition, we reduced the revolving facility from $57.0 million to $42.0 million. The terms of the credit agreement governing the Mission facility provided for a revolving credit facility in the amount of $43.0 million. On November 14, 2001, the credit facility was amended to increase the revolving facility to $58.0 million. Prior to the refinancing described below, our revolving facility and Term A loan facility along with Mission’s credit facility would have matured on January 12, 2007, while our Term B loan facility would have matured on July 12, 2007.

On February 13, 2003, we and Mission obtained new senior credit facilities. The facilities consist of a $185.0 million term loan (Nexstar-$130.0 million and Mission-$55.0 million) and an $80.0 million revolver (Nexstar-$50.0 million and Mission-$30.0 million). We and Mission used the proceeds to refinance the existing senior credit facilities, pay for related debt financing costs and provide additional working capital. The senior

credit facilities contain covenants which require us to maintain specified financial ratios, including debt to operating cash flow ratios, interest coverage ratios and fixed charge coverage ratios. Our senior credit facilities also require us to comply with certain limitations on the incurrence of additional indebtedness, issuance of equity, payment of dividends and on certain other business activities. We and Mission were in compliance with all covenants contained in the credit agreements governing the senior credit facilities at September 30, 2003. The term loans amortize at 1% annually in years 2004 through 2009, with the remaining 94% due in 2010. The outstanding principal amount on the revolving loans mature on December 31, 2009. As of September 30, 2003, we had drawn $130.0 million of term loans and had no borrowings outstanding under our new revolver, and Mission had drawn $55.0 million of term loans and $12.2 million under its new revolver. Interest rates associated with the credit facilities are based, at the borrower’s option, on (i) the higher of the prevailing prime rate or the Federal Funds Rate plus ¹ / 2 % plus an applicable margin or (ii) LIBOR plus an applicable margin. Interest is fixed for a period ranging from one month to 12 months, depending on availability of the interest basis selected, except if we select a prime-based loan, in which case the interest rate will fluctuate during the period as the prime rate fluctuates. Interest is payable periodically based on the type of interest rate selected. In addition, we and Mission are required to pay quarterly commitment fees on the unused portion of the revolving commitments based on the consolidated total leverage ratio for that particular quarter. The refinancing of the senior credit facilities resulted in a $5.8 million write off to interest expense during the first quarter of 2003 of certain debt financing costs capitalized at December 31, 2002. We guarantee all of Mission’s obligations under its senior credit facilities, and Mission guarantees all of our obligations under our senior credit facilities.

In conjunction with the Quorum acquisition and private placement of senior subordinated notes by Nexstar Finance, we and Mission will enter into amended senior credit facilities which will repay in full the $185 million outstanding under the facilities described above. The amended facilities will consist of a $195.0 million term loan (Nexstar—$55.0 million and Mission—$140.0 million) and an $80.0 million revolver (Nexstar—$50.0 million and Mission—$30.0 million). We and Mission will use the proceeds to refinance the existing senior credit facilities and pay for related debt financing costs. The amendment to our senior credit facilities is conditioned upon the completion of the Quorum acquisition, the private placement of senior subordinated notes by Nexstar Finance and this offering. The terms of the amended senior credit facilities, including covenants, interest rate and maturity, will be substantially similar to the terms of our existing senior credit facilities.

Senior Subordinated Notes

On March 16, 2001, Nexstar Finance issued $160.0 million of 12% senior subordinated notes at a price of 96.012%. The senior subordinated notes mature on April 1, 2008. Interest is payable every six months in arrears on April 1 and October 1. The senior subordinated notes are guaranteed by all of the domestic existing and future restricted subsidiaries of Nexstar Finance and by Mission. They are general unsecured senior subordinated obligations. The senior subordinated notes are redeemable on or after April 1, 2005 and Nexstar Finance may redeem up to 35.0% of the aggregate principal amount of the notes before April 1, 2004 with the net cash proceeds from qualified equity offerings. The indenture governing the senior subordinated notes contains covenants that restrict the ability of Nexstar Finance and its subsidiaries to incur additional indebtedness, issue equity, pay dividends and undertake certain other business activities. Nexstar Finance was in compliance with all covenants contained in the indenture governing the senior subordinated notes at September 30, 2003.

Senior Discount Notes

On May 17, 2001, Nexstar Finance Holdings, L.L.C., our wholly-owned subsidiary, issued $37.0 million principal amount at maturity of 16% senior discount notes at a price of 54.0373%. The senior discount notes mature on May 15, 2009. The senior discount notes will not begin to accrue cash interest until May 15, 2005 with payments to be made every six months in arrears on May 15 and November 15. The senior discount notes are general unsecured senior obligations. The senior discount notes contain covenants, which restrict the ability of Nexstar Finance Holdings to incur additional indebtedness, issue equity, pay dividends and undertake certain other business activities. Nexstar Finance Holdings was in compliance with all covenants contained in the indenture governing the senior discount notes at September 30, 2003.

On March 27, 2003, Nexstar Finance Holdings issued $130.0 million principal amount at maturity of 11 ³ / 8 % senior discount notes at a price of 57.442%. The new senior discount notes mature on April 1, 2013. The new senior discount notes will not begin to accrue cash interest until April 1, 2008 with payments to be made every six months in arrears on April 1 and October 1. The new senior discount notes are general unsecured senior obligations. The new senior discount notes contain covenants that are substantially similar to the covenants governing the senior discount notes described above. Nexstar Finance Holdings was in compliance with all covenants contained in the indenture governing the new senior discount notes at September 30, 2003.

Proposed New Senior Subordinated Notes

On or prior to the completion of the Quorum acquisition, Nexstar Finance expects to issue $125.0 million aggregate principal amount of senior subordinated notes in a private placement. We expect that the new senior subordinated notes will mature in 2013, with interest payable semiannually in arrears. The interest rate on these notes will be determined at the pricing of the private placement based on market conditions. The other terms of the notes are expected to be substantially similar to the senior subordinated notes of Nexstar Finance described above.

The Quorum Acquisition and Related Financing

The Quorum acquisition will be structured as a merger of Quorum’s direct subsidiaries with and into our company. The consideration for the merger will consist of a combination of cash, shares of our common stock and the assumption of debt, as follows (assuming a completion date of November 15, 2003):

•

we will refinance all of the outstanding debt, plus pay accrued interest and premium thereon, of the Quorum subsidiaries totalling approximately $152.3 million;

•

certain membership interests of Quorum will be redeemed for approximately $68.2 million in cash;

•

the remaining membership interests of Quorum, all of which are held by an affiliate of ABRY, will be exchanged for shares of our Class A common stock as follows:

•

the preferred membership interests of Quorum will be exchanged for shares of our Class A common stock having a value equal to the $42.4 million accreted value of the preferred membership interests based upon the actual initial public offering price of the Class A common stock; assuming an initial public offering price of $15.00 per share, this amount will be 2,830,921 shares of Class A common stock;

•

the common membership interests of Quorum will be exchanged for 457,753 shares of our Class A common stock, which amount was fixed based upon an initial public offering price of the Class A common stock of $15.00 per share and will not change regardless of the actual initial public offering price of our Class A common stock; and

•

In addition, we may pay Quorum’s departing chief executive officer a discretionary severance payment of up to $7.2 million.

We will finance the Quorum acquisition with a portion of the proceeds from this offering, the net proceeds from the private placement of $125.0 million aggregate principal amount of senior subordinated notes by Nexstar Finance, additional borrowings under our amended senior credit facilities and cash on hand. For more information on sources and uses of funds, see “The Quorum Acquisition.”

Quorum generated net broadcast revenues of $56.9 million in 2002 and $ 41.6 million for the first nine months of 2003. Net cash provided by continuing operations were $8.1 million in 2002 and $ 6.7 million for the first nine months of 2003. The additional debt incurred to purchase Quorum will be serviced by cash flows generated from operating activities.

Unsecured Interim Loan

On January 12, 2001, we were issued an unsecured interim loan by our primary lender in the amount of $40.0 million. The interim loan had an initial interest rate of 13.5% per year, which automatically increased by 0.5% on each three-month anniversary of the closing date, not to exceed 18.0% per year. Interest was payable quarterly in arrears until maturity, commencing after January 12, 2005. The interim loan had a maturity date of January 12, 2008. In conjunction with the offering of the senior subordinated notes in March 2001, $30.0 million of the interim loan was repaid. The remaining $11.2 million (including accrued interest) was repaid with proceeds from the offering of the senior discount notes issued in May 2001.

Digital Conversion

FCC regulations required television stations to commence digital operations by May 1, 2002, in addition to continuing their analog operations, unless an extension of time was granted. We received extensions of time to begin digital operations at all of the stations we owned except WCIA and WCFN, which met the May 1, 2002 deadline. Mission, Mission of Amarillo, Quorum and VHR also received extensions, except Mission-owned WFXP and Quorum-owned WQRF and WFXV which were not required to seek an extension of time because the FCC has not yet issued a DTV construction permit to these stations. As of July 1, 2003, all of Nexstar’s, Mission’s, Mission of Amarillo’s, VHR’s and Quorum’s stations are broadcasting a low-power DTV signal, except WFXV and WQRF, which are not required to do so. WYZZ, which is owned by Sinclair Broadcast Group, Inc., also is broadcasting a low-power digital television signal. WBAK, which Mission is expected to acquire from Bahakel Communications in the fourth quarter of 2003, pending FCC consent, had an extension of time until September 14, 2003 to construct digital facilities. WBAK has applied to the FCC for a further extension and will have six months from the date the FCC acts on its application to construct its digital facilities. KPOM, which Nexstar is expected to acquire from JDG Television, Inc. in the first quarter of 2004, pending FCC consent, is broadcasting a low-power digital signal. KFAA, which Nexstar also is expected to acquire from JDG Television, has not yet initiated digital broadcasting. KFAA has applied for an extension of time to construct digital facilities and will have six months from the date the FCC acts on its application to construct its digital facilities. The digital conversion required an average initial capital expenditure of $0.2 million per station for low-power transmission of a digital signal, and we estimate that it will require an average additional capital expenditure of $0.7 million per station to modify the transmitter for full-power digital signal transmission. Digital conversion expenditures were $1.5 million and $2.0 million for the year ended December 31, 2002 and the nine months ended September 30, 2003, respectively. We anticipate that digital conversion expenditures will be funded through available cash on hand and cash generated from operations.

Executive Loan Guarantee

Pursuant to an individual loan agreement dated January 5, 1998, Bank of America, N.A., an affiliate of Banc of America Securities LLC, one of the underwriters of this offering, has established a loan facility under which Perry A. Sook, our chief executive officer, may borrow an aggregate amount of up to $3.0 million. As of

September 30, 2003, approximately $3.0 million in principal amount of loans were outstanding under this facility. The proceeds of these loans have been used by Mr. Sook, in part, to invest in us. We have guaranteed the payment of up to $3.0 million in principal amount of those loans. Mr. Sook’s loan expires on December 31, 2004. In accordance with the requirements of the Sarbanes-Oxley Act of 2002, our guarantee of Mr. Sook’s loan will not be renewed after the expiration of his existing loan. Mr. Sook has agreed to repay the loan in full upon the completion of this offering. See “Use of Proceeds.”

No Off-Balance Sheet Arrangements

At December 31, 2002, 2001 and 2000 and September 30, 2003 and 2002, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. All of our arrangements with Mission are on- balance sheet arrangements. We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Contractual Obligations

The following summarizes our contractual obligations at September 30, 2003 and the effect such obligations are expected to have on our liquidity and cash flow in future periods.

	Total			2003		2004-2005		2006-2007		Thereafter
	(dollars in thousands)
Nexstar senior credit facilities	$	130,000		$	—	$	2,600	$	2,600	$	124,800
Mission senior credit facilities		67,150			—		1,100		1,100		64,950
12% senior subordinated notes due 2008		160,000			—		—		—		160,000
16% senior discount notes due 2009		36,988			—		—		—		36,988
11.375% senior discount notes due 2013		130,000	⁽¹⁾		—		—		—		130,000
Cash interest on debt		271,174			13,868		68,499		74,613		114,194
Broadcast rights current commitments		9,109			2,058		6,632		419		—
Broadcast rights future commitments		9,705			—		6,176		3,473		56
Executive employee contracts		9,467			521		4,323		4,623		—
Capital commitments for digital television		137			137		—		—		—
WBAK purchase price obligation		1,500			1,500		—		—		—
KPOM/KFAA purchase price obligation		17,000			10,000		7,000		—		—
Time brokerage fees		300			150		150		—		—
Operating lease obligations		20,688			368		2,641		2,234		15,445

Total contractual cash obligations	$	863,218		$	28,602	$	99,121	$	89,062	$	646,433

⁽¹⁾

Accreted value as of September 30, 2003 was $79.0 million.

On May 9, 2003, Mission entered into a purchase agreement to acquire substantially all of the assets of WBAK, the Fox affiliate in Terre Haute, Indiana, for $3.0 million, of which Mission paid $1.5 million on that date.

On October 13, 2003, we entered into an agreement to acquire substantially all of the assets of KPOM/KFAA, the NBC affiliate in Fort Smith-Fayetteville-Springdale-Rogers, Arkansas, from JDG Television, Inc. for $17.0 million. We made a down payment of $10.0 million against the purchase price, which was funded from available cash.

The following table summarizes our contractual obligations at September 30, 2003 and the effect of such obligations are expected to have on our liquidity and cash flow in future periods, after giving effect to the completion of this offering, the private placement of new senior subordinated notes and additional borrowings under our amended senior credit facilities and the use of proceeds therefrom to finance the Quorum acquisition, the KARK/WDHN acquisition and our entering into an agreement to purchase KPOM/KFAA as described above.

	Total			2003		2004-2005		2006-2007		Thereafter
	(dollars in thousands)
Nexstar senior credit facilities	$	89,500		$	—	$	1,100	$	1,100	$	87,300
Mission senior credit facilities		140,000			—		2,800		2,800		134,400
12% senior subordinated notes due 2008		160,000			—		—		—		160,000
16% senior discount notes due 2009		—			—		—		—		—
11.375% senior discount notes due 2013		130,000	⁽¹⁾		—		—		—		130,000
New senior subordinated notes		125,000			—		—		—		125,000
Cash interest on debt		302,164			4,507		73,013		75,450		149,194
Broadcast rights current commitments		15,570			3,057		10,930		1,583		—
Broadcast rights future commitments		11,900			—		7,337		4,140		423
Executive employee contracts		9,467			521		4,323		4,623		—
Capital commitments for digital television		137			137		—		—		—
WBAK purchase price obligation		1,500			1,500		—		—		—
KPOM/KFAA purchase price obligation		17,000			10,000		7,000		—		—
Operating lease obligations		68,884			1,348		6,500		6,205		54,831

Total contractual cash obligations	$	1,071,122		$	21,070	$	113,003	$	95,901	$	841,148

⁽¹⁾

Accreted value as of September 30, 2003 was $79.0 million.

Upon our receipt of the $43.0 million purchase price for WTVW, we intend to use the proceeds to repay borrowing under our senior credit facilities.

We do not have any rating downgrade triggers that would accelerate the maturity dates of our debt. However, a downgrade in our credit rating could adversely affect our ability to renew existing, or obtain access to new credit facilities in the future and could increase the cost of such facilities.

We are highly leveraged, which makes us vulnerable to changes in general economic conditions. Our ability to repay or refinance our debt will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond our control. Based on current operations and anticipated future growth, we believe that our available cash, anticipated cash flow from operations and available borrowings under our senior credit facilities will be sufficient to fund our working capital, capital expenditure requirements, interest payments and scheduled principal payments for at least the next twelve months.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent liabilities. On an ongoing basis, we evaluate our estimates, including those related to intangible assets, bad debts, broadcast rights, income taxes, commitments and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Valuation of Long-lived Assets and Intangible Assets

We have significant goodwill and intangible assets on our balance sheet. If the value of these assets was impaired by some factor, such as the loss of a network affiliation or an adverse change in the advertising marketplace, we may be required to record an impairment charge.

We adopted SFAS No. 142 effective January 1, 2002. SFAS No. 142 requires, among other things, the discontinuance of the amortization of goodwill and indefinite life intangible assets and the introduction of impairment testing in its place.

We test the impairment of our FCC licenses annually or whenever events or changes in circumstances indicate that such assets might be impaired. The impairment test consists of a comparison of the fair value of FCC licenses with their carrying amount on a station-by-station basis using a discounted cash flow valuation method that excludes network compensation payments.

We test the impairment of our goodwill annually or whenever events or changes in circumstances indicate that goodwill might be impaired. The first step of the goodwill impairment test compares the fair value of a station with its carrying amount, including goodwill. The fair value of a station is determined through the use of a discounted cash flow analysis. The valuation assumptions used in the discounted cash flow model reflect anticipated future operating results and cash flows based on our business plans. If the fair value of the station exceeds its carrying amount, goodwill is not considered impaired. If the carrying amount of the station exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by performing an assumed purchase price allocation, using the station’s fair value (as determined in Step 1) as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment loss shall be recognized in an amount equal to that excess.

As required by SFAS No. 142, we completed a transitional impairment test for goodwill and FCC licenses as of January 1, 2002. As a result of this test, an impairment loss of $27.4 million, net of taxes, has been accounted for as a cumulative effect of change in accounting principle in the first quarter of 2002. We used an independent appraisal firm to determine the fair value of our FCC licenses and other intangible assets. The assumptions used in the valuation testing have certain subjective components including, anticipated future operating results and cash flows based on our business plans and overall expectations as to market and economic considerations.

We periodically evaluate the net realizable value of long-lived assets, including tangible and intangible assets, relying on a number of factors including operating results, business plans, economic projections and anticipated future cash flows. An impairment in the carrying value of an asset is recognized when the expected future operating cash flow derived from the asset is less than its carrying value.

Allowance for Doubtful Accounts

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Allowance for doubtful accounts were $0.7 million and $0.5 million at December 31, 2002 and 2001 and $1.1 million and $0.6 million at September 30, 2003 and 2002, respectively.

Amortization of Broadcast Rights

Broadcast rights are stated at the lower of unamortized cost or net realizable value. Cash broadcast rights, primarily in the form of syndicated programs and feature movie packages, are initially recorded at the amount paid or payable to program distributor’s for the limited right to broadcast the distributor’s programming and are recorded when available for use. Barter broadcast rights are recorded at our estimate of the value of the advertising time exchanged, which approximates the fair value of the programming received. The value of the advertising time exchanged is estimated by applying average historical rates for specific time periods. Amortization is computed using the straight-line method based on the license period or usage, whichever is

greater. The current portion of broadcast rights represents those rights available for broadcast which will be amortized in the succeeding year. If the expected broadcast period was shortened or cancelled due, for example, to poor ratings, we would be required to write-off the remaining value of the related broadcast rights to operations on an accelerated basis or possibly immediately. As of September 30, 2003, the amounts of our current broadcast rights and noncurrent broadcast rights were $14.0 million and $3.7 million, respectively.

Revenue Recognition

We recognize broadcast revenue during the financial statement period in which advertising is aired. We trade certain advertising time for various goods, services and programming. These transactions are recorded at the estimated fair value of the goods or services received. Revenue from trade transactions is recognized when advertisements are broadcast and services or merchandise received are charged to expense or capitalized when received or used. We recorded $6.9 million, $9.0 million and $8.5 million of barter revenue and expense for the years ended December 31, 2002, 2001 and 2000, respectively. We recorded $3.8 million, $2.7 million and $1.8 million of trade revenue for the years ended December 31, 2002, 2001 and 2000, respectively. We recorded $2.8 million and $2.7 million of trade revenue for the nine months ended September 30, 2003 and 2002, respectively. We recorded $5.6 million and $4.9 million of barter revenue for the nine months ended September 30, 2003 and 2002, respectively. We recorded $8.2 million and $7.3 million of trade and barter expense for the nine months ended September 30, 2003 and 2002, respectively.

Valuation Allowance for Deferred Tax Assets

We record a valuation allowance to reduce our deferred tax assets to the amount that is not likely to be realized. While we have considered future taxable income and feasible tax planning strategies in assessing the need for a valuation allowance, in the event that we were to determine that we would not be able to realize all or part of our deferred tax assets in the future, an adjustment to the deferred tax asset would be charged to income in the period such a determination was made.

Derivatives

We use derivative financial instruments for purposes other than trading, such as for hedging long-term variable rate debt to reduce our exposure to fluctuations in interest rates, as dictated by our credit agreement and for hedging fair value changes attributable to changes in the benchmark interest rate on fixed rate debt. All derivatives are recognized on our balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. We assess, both at its inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting the changes in cash flows of hedged items. We assess hedge ineffectiveness on a quarterly basis and record the gain or loss related to the ineffective portion to current earnings. If we determine that a cash flow hedge is no longer probable of occurring, we discontinue hedge accounting for the affected portion of the forecasted transaction, and any unrealized gain or loss on the contract is recognized in current earnings. The change in market values of our derivative instruments and the marking-to-market of those interest rate swap agreements resulted in a loss of $2.4 million and $0.1 million, respectively, for the years ended December 31, 2002 and 2001. The change in market values of our derivative instruments and the marking-to-market of those interest rate swap agreements resulted in recognition of $1.4 million in other income for the nine months ended September 30, 2003 and a loss of $2.4 million recognized in other expenses for the nine months ended September 30, 2002. The change was due to a fluctuation in market interest rates.

Claims and Legal Proceedings

In the normal course of business, we are party to various claims and legal proceedings. We record a reserve for these matters when an adverse outcome is probable and we can reasonably estimate our potential liability. Although the ultimate outcome of these matters is currently not determinable, we do not believe that the resolution of these matters in a manner adverse to our interests will have a material effect upon our financial condition, results of operations or cash flows for an interim or annual period.

Recently Issued Accounting Standards

In January 2003, the FASB issued FIN No. 46. This interpretation clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements”, to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN No. 46 is effective for variable interest entities created after January 31, 2003. We have evaluated the accounting impact for Mission under FIN No. 46 and have determined that we will be required to continue consolidating Mission’s financial statements under GAAP.

On April 30, 2003, the FASB issued FASB statement No. 149 “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (“SFAS No. 149”). SFAS No. 149 amends and clarifies the accounting guidance on (1) derivative instruments (including certain derivative instruments embedded in other contracts) and (2) hedging activities that fall within the scope of FASB Statement No. 133. “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”). SFAS No. 149 amends SFAS No. 133 and certain other existing pronouncements, which will result in more consistent reporting of contracts that are derivative in their entirety or that contain embedded derivatives that warrant separate accounting. SFAS No. 149 is effective (1) for contracts entered into or modified after June 30, 2003, with certain exceptions, and (2) for hedging relationships designated after June 30, 2003. The guidance is to be applied prospectively.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (“SFAS No. 150”). The statement addresses financial accounting and reporting for financial instruments with characteristics of both liabilities and equity and is effective at the beginning of the first interim period beginning after June 12, 2003. As of July 1, 2003, we adopted SFAS No. 150.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our long-term debt obligations.

All borrowings at September 30, 2003 under our senior credit facilities bear interest ranging from 3.87% to 4.38%, which represents the base rate, or LIBOR, plus the applicable margin, as defined. Interest is payable in accordance with the credit agreements.

The following table estimates the changes to cash flow from operations as of September 30, 2003 if interest rates were to fluctuate by 100 or 50 basis points, or BPS (where 100 basis points represents one percentage point), for a twelve-month period after giving effect to the interest rate swap agreement described below:

	Interest rate decrease				No change to interest rate		Interest rate increase
	100 BPS		50 BPS		No change to interest rate		50 BPS		100 BPS
	(dollars in thousands)
Senior credit facilities	$	10,879	$	11,398	$	11,917	$	12,436	$	12,955
12% senior subordinated notes due 2008		19,200		19,200		19,200		19,200		19,200
16% senior discount notes due 2009		4,929		4,929		4,929		4,929		4,929
11.375% senior discount notes due 2013		9,241		9,241		9,241		9,241		9,241

Total	$	44,249	$	44,768	$	45,287	$	45,806	$	46,325

We use derivative instruments to manage our exposures to interest rate risks. Our objective for holding derivatives is to minimize these risks using the most effective methods to eliminate or reduce the impacts of

these exposures. We used interest rate swap arrangements, not designated as hedging instruments under SFAS No. 133, in connection with our variable rate senior credit facilities. We do not use derivative financial instruments for speculative or trading purposes.

At September 30, 2003, we had in effect an interest rate swap agreement with a commercial bank, with a notional amount of $93.3 million. This interest rate swap agreement requires us to pay a fixed rate and receive a floating rate thereby creating fixed rate debt. The differential to be paid or received on the swap is accrued as an adjustment to interest expense. We are exposed to credit loss in the event of nonperformance by the counterparty. The net fair value of the interest rate swap agreement, which represents the cash that we would pay to settle the agreement, was approximately $4.2 million and $5.6 million at September 30, 2003 and December 31, 2002, respectively.

The table below provides information about our derivative financial instruments that are sensitive to changes in interest rates at September 30, 2003. The table presents the notional amount and weighted average interest rates by expected (contractual) maturity date. Notional amounts are used to calculate those contractual payments to be exchanged under the contract. Weighted average variable rates are based on implied forward rates in the yield curve at the reporting date.

	Expected Expiration	2004			Fair Value At September 30, 2003
	(dollars in thousands)
Interest Rate Derivative
Floating to Fixed	2004	$	93,320		$	(4,236)
Average pay rate			4.91	%
Average receive rate			1.85	%

Impact of Inflation

We believe that our results of operations are not affected by moderate changes in the inflation rate.

QUORUM MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with Quorum’s historical consolidated financial statements and related notes that appear elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect Quorum’s plans, estimates and beliefs and involve risks, uncertainties and assumptions.

Introduction

Overview/Relationship with VHR Broadcasting, Mission of Amarillo and VHR of Billings

Quorum currently owns and operates through its subsidiaries 11 television stations, including WTVW, which certain Quorum subsidiaries have contracted to sell. Through various local service agreements described below, Quorum also provides sales and other management services to 5 additional television stations: KCIT and KCPN-LP which are owned and operated by Mission Broadcasting of Amarillo, Inc. (“Mission of Amarillo”); KOLR and KAMC which are owned and operated by subsidiaries of VHR Broadcasting, Inc. (“VHR Broadcasting”) and KHMT which is owned and operated by VHR Broadcasting of Billings, LLC (“VHR of Billings”).

Quorum’s ability to receive cash from Mission of Amarillo is governed by a shared services agreement with KCIT and KCPN-LP, which allows for the sharing of services including news production, technical maintenance and promotional activities, in exchange for Quorum’s right to receive certain payments from Mission of Amarillo as described in the underlying shared services agreement. Through a joint sales agreement, Quorum has also acquired the rights to sell and receive revenues from the advertising time aired on KCIT and KCPN-LP in return for monthly payments to Mission of Amarillo. The arrangements under these agreements have had the effect of Quorum receiving substantially all available cash generated by Mission of Amarillo not required for its operating or debt service requirements. Quorum anticipates that the arrangements under their agreements will continue to have this effect.

Quorum’s ability to receive cash from KOLR and KAMC is governed by joint sales agreements and shared services agreements with VHR Broadcasting, with terms substantially similar to the terms of the joint sales agreement and shared services agreement between Quorum and Mission of Amarillo.

In addition to the local service agreements described above, Quorum and its subsidiaries have guaranteed the obligations of both Mission of Amarillo and VHR Broadcasting under their respective credit facilities. Similarly, VHR and Mission of Amarillo have guaranteed the obligations of the Quorum subsidiaries’ under their senior credit facility.

The shareholders of VHR Broadcasting and Mission of Amarillo have granted Quorum purchase options on each of the entities’ stations to acquire the underlying station assets for the amount of the entities’ indebtedness at the time of such purchase. These option agreements are freely exercisable or assignable by Quorum without consent or approval by the shareholders of either VHR Broadcasting or Mission of Amarillo.

Quorum does not own VHR Broadcasting or Mission of Amarillo or those companies’ television stations. However, as a result of Quorum’s guarantee of VHR Broadcasting’s and Mission of Amarillo’s debt and its arrangements under the local service agreements and purchase option agreements, Quorum is deemed under GAAP to have a controlling financial interest in both VHR Broadcasting and Mission of Amarillo while complying with the FCC’s rules regarding ownership limits in television markets. In order for Quorum, VHR Broadcasting and Mission of Amarillo to continue to comply with FCC regulations, VHR Broadcasting and Mission of Amarillo maintain complete responsibility and control over programming, finances, personnel and operations of their respective stations. As a result of Quorum’s controlling financial interest in VHR

Broadcasting and Mission of Amarillo under GAAP, Quorum consolidates the financial position, results of operations and cash flows of VHR Broadcasting and Mission of Amarillo as if they were wholly-owned subsidiaries in order to present fairly Quorum’s financial position, results of operations and cash flow in conformity with GAAP. As discussed above, Quorum has evaluated the impact of accounting for VHR Broadcasting and Mission of Amarillo under FIN No. 46 and has determined that this pronouncement will require Quorum to continue consolidating the financial position, results of operations and cash flows of VHR Broadcasting and Mission of Amarillo. Therefore, the following discussion of Quorum’s financial condition and results of operations includes VHR Broadcasting and Mission of Amarillo’s financial condition and results of operations.

Quorum programs one television station owned by VHR of Billings under a time brokerage agreement. VHR of Billings, which owns and operates KHMT, is 100% owned by an independent third party. Quorum does not own VHR of Billings or KHMT. In order to comply with FCC regulations, VHR of Billings maintains complete responsibility for and control over programming, finances, personnel and operations of its station. Additionally, Quorum has been granted an option to acquire VHR of Billings’ assets pursuant to the underlying option agreement. Quorum’s ability to receive cash is governed by the underlying time brokerage agreement, which allows Quorum to program most of KHMT’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated by such sales in exchange for monthly payments to VHR of Billings.

In addition to Quorum’s arrangements with VHR Broadcasting, Mission of Amarillo and VHR of Billings, pursuant to a joint sales agreement with a subsidiary of Piedmont Television of Monroe/El Dorado LLC (“Piedmont”) that became effective on March 21, 2001, Quorum permits Piedmont to sell to advertisers all of the time available for commercial advertisements on Quorum’s television station KARD in return for a mutually agreed upon monthly fee. Quorum continues to maintain control over the operations of the station, including programming, editorial policies, Quorum employees and Quorum-controlled facilities. Concurrent with the joint sales agreement, Quorum and Piedmont also executed a shared services agreement which allows the parties to share costs of operations and procurements which they individually require with the ownership and operation of their respective stations. Under this arrangement, Quorum pays Piedmont a service fee as stated in the underlying agreement. The payments under both the joint sales agreement and the shared services agreement have had the effect of Quorum receiving one-third of the combined broadcast cash flow (as defined in the underlying agreements) generated by KARD and Piedmont’s KTVE. Both agreements expire in March 2011 and shall be automatically extended for two additional 10-year terms unless the agreements are otherwise terminated. In connection with these agreements, Quorum entered into a right of first refusal agreement with Piedmont. Quorum has evaluated the arrangement under FIN No. 46 and determined that it is not the primary beneficiary of the combined operations of KARD and KTVE. Quorum is currently evaluating if it is the primary beneficiary of KARD.

Operations

The operating revenue of Quorum’s stations is derived primarily from advertising revenue, which in turn depends on economic conditions of the markets in which Quorum operates, the demographic makeup of those markets and the marketing strategy Quorum employs in each market. Quorum’s primary operating expenses consist of commissions on advertising revenue, employee compensation and related benefits, newsgathering and programming costs. A large percentage of the costs involved in the operation of Quorum’s stations remain relatively fixed.

All of Quorum’s stations have network affiliation agreements pursuant to which the network provides programming to the station during specified time periods, including prime time. Each of NBC, CBS and ABC compensates Quorum’s affiliated stations for distributing the network’s programming over the air and for allowing the network to keep a portion of advertising inventory during those time periods. The affiliation agreements with Fox do not provide for compensation. Each station acquires licenses to broadcast programming in non-news and non-network time periods. The licenses are either purchased from a programming distributor for cash and/or the program distributor is allowed to sell some of the advertising inventory as compensation to eliminate or reduce the cash costs for the license. The latter is referred to as barter broadcast rights. The station

records the estimated fair market value of the licenses, including any advertising inventory given to the program distributor, as a broadcast right asset and liability. The assets are amortized as a component of amortization of broadcast rights. Amortization is computed using the straight-line method based on the license period or usage, whichever is greater. The cash broadcast rights liabilities are reduced by monthly payments while the barter liability is amortized over the life of the contract as a component of trade and barter revenue.

Advertising rates are based upon (1) a program’s popularity among the viewers that an advertiser wishes to target, (2) the number of advertisers competing for the available time, (3) the size and the demographic composition of the market served by the station, (4) the availability of alternative advertising media in the market area and (5) the effectiveness of the station’s sales force. Advertising rates are also determined by the station’s overall ability to attract viewers to its market area, as well as the station’s ability to attract viewers among particular demographic groups that an advertiser may be targeting. Advertising revenue is positively affected by strong local economies, national and regional political election campaigns, and certain events such as the Olympic Games and the Super Bowl. Because television broadcast stations rely on advertising revenue, declines in advertising budgets, particularly in recessionary periods, adversely affect the broadcast industry, and as a result, may contribute to a decrease in the revenue of broadcast television stations.

Most advertising contracts are short-term and generally run for a few weeks. Excluding political revenue, 68.8% of Quorum’s spot revenue for the nine months ended September 30, 2003 was generated from local advertising. The remainder of Quorum’s spot advertising revenue represents inventory sold for national or political advertising. Each station has an agreement with a national representative firm that provides for representation outside the particular station’s market. National commission rates vary within the industry and are governed by each station’s agreement. All national and most political revenue derived from advertisements is placed by advertising agencies. The agencies receive a commission rate of 15% of the gross amount of revenue related to the advertising schedules placed by them. While the majority of local spot revenue is placed by local agencies, some advertisers place their advertisements directly with the stations’ local sales staff, thereby eliminating the agency commission.

The advertising revenue of the Quorum stations is generally higher in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including the holiday season. In addition, advertising revenue is generally higher during even-numbered years as a result of political advertising and advertising aired during the Olympic Games.

Recent Developments

On April 1, 2003, Quorum entered into an agreement (as amended in September 2003) with GNS Media of Evansville, Inc. in which Quorum agreed to sell the assets of television station WTVW in Evansville, Indiana for $43 million in cash. The sale is expected to close after FCC approval in the fourth quarter of 2003. The results of operations presented in prior and current periods for WTVW have been retroactively classified and are shown as discontinuing operations. In addition, on September 12, 2003, Quorum reached a definitive agreement to sell all of its subsidiaries to Nexstar. For a description of both of these transactions, see “The Quorum Acquisition.”

Historical Performance

Revenue

The following tables set forth the principal types of revenue received by our stations for the periods indicated and each type of revenue (other than trade and barter) as a percentage of total gross revenue, as well as agency and national sales representative commissions:

	Year Ended December 31,									Nine Months Ended September 30,
	2000			2001			2002			2002			2003
	Amount		%	Amount		%	Amount		%	Amount		%	Amount		%
Local	$	42,413	60.9	$	38,059	64.5	$	38,419	58.7	$	28,331	60.9	$	29,831	63.2
National		19,672	28.2		16,781	28.5		16,458	25.2		12,345	26.5		13,027	27.6
Political		3,715	5.3		—	—		5,293	8.1		2,179	4.7		—	—
Network compensation		2,090	3.0		1,934	3.3		1,834	2.8		1,371	3.0		1,387	2.9
Other		1,789	2.6		2,193	3.7		3,391	5.2		2,318	4.9		2,936	6.3

Total gross revenue		69,679	100.0		58,967	100.0		65,395	100.0		46,544	100.0		47,181	100.0
Less: Agency commission and national representative commissions		9,677	13.9		7,506	12.7		8,531	13.0		6,033	13.0		5,618	11.9

Net broadcast revenue		60,002	86.1		51,461	87.3		56,864	87.0		40,511	87.0		41,563	88.1
Trade and barter revenue		6,515			6,009			6,155			4,468			4,853

Total net revenue	$	66,517		$	57,470		$	63,019		$	44,979		$	46,416

Results of Operations

The following tables set forth a summary of Quorum’s operations for the periods indicated and their percentages of total net revenue:

	Year Ended December 31,												Nine Months Ended September 30,
	2000				2001				2002				2002				2003
	Amount			%	Amount			%	Amount			%	Amount			%	Amount			%
Total net revenue	$	66,517		100.0	$	57,470		100.0	$	63,019		100.0	$	44,979		100.0	$	46,416		100.0
Operating expenses
Corporate expenses		3,585		5.4		4,216		7.3		4,803		7.6		4,068		9.0		3,673		7.9
Station direct operating expenses, net of trade		11,405		17.1		11,663		20.3		14,128		22.4		9,840		21.9		10,851		23.4
Selling, general and administrative expenses		19,164		28.8		17,668		30.7		18,442		29.3		13,237		29.4		14,523		31.3
Trade and barter expense		6,440		9.7		6,198		10.8		6,522		10.3		4,590		10.2		5,034		10.8
Depreciation and amortization		25,733		38.7		25,810		44.9		17,056		27.1		12,557		27.9		11,444		24.7
Amortization of broadcast rights, excluding barter		3,874		5.8		3,364		5.9		3,755		6.0		2,795		6.2		2,344		5.0

Loss from continuing operations	$	(3,684	)		$	(11,449	)		$	(1,687	)		$	(2,108	)		$	(1,453	)

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30, 2002.

Net broadcast revenue for the nine months ended September 30, 2003 was $41.6 million, compared to $40.5 million for the nine months ended September 30, 2002. This increase was the result of a $2.8 million in increase in non-political revenue, partially offset by a $2.2 million decrease in political revenue.

Station direct operating expenses, consisting primarily of news, engineering and programming, and selling, general and administration expenses, net of trade, for the nine months ended September 30, 2003 were $25.4 million, compared to $23.1 million for the comparable period in 2002, an increase of $2.3 million. This increase is the result of higher health insurance costs associated with a rise in claim activity, an increase in property and casualty premiums after September 11, 2001 and an increase in personnel costs for increased sales management staffing in 2003.

Corporate expenses were $3.7 million for the nine months ended September 30, 2003, compared to $4.1 million for the nine months ended September 30, 2002. This decrease was mainly the result of reduced personnel costs for corporate management.

Amortization of broadcast rights, excluding barter, for the nine months ended September 30, 2003 was $2.3 million, compared to $2.8 million for the same period in 2002. This decrease was the result of reduced contract costs from favorable negotiations on programming contracts.

Depreciation and amortization was $11.4 million for the nine months ended September 30, 2003, compared to $12.6 million for the same period in 2002. The decrease is primarily attributable to a decrease in fixed asset depreciation in conjunction with an overall reduction in the value of fixed assets through the retirement of obsolete equipment.

Loss from continuing operations for the nine months ended September 30, 2003 was $1.5 million, compared to $2.1 million for the nine months ended September 30, 2002.

Interest expense for both continuing and discontinuing operations, including amortization of debt financing costs, for the nine months ended September 30, 2003 was $8.5 million, compared to $18.1 million for the nine months ended September 30, 2002. This decrease is the result of a decrease in the overall senior debt balance, a decrease in the cost of funds and a $2.6 million net decrease in the fair value of units subject to mandatory redemption pursuant to SFAS No. 150.

Loss from discontinued operations was $0.5 million for the nine months ended September 30, 2003, compared to $1.8 million of income from discontinued operations for the nine months ended September 30, 2002.

During the first quarter of 2002, Quorum incurred a write-down of $16.1 million, net of taxes, related to the impairment of goodwill for five of its stations. The write-down was the result of the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”) on January 1, 2002 and was accounted for as a cumulative effect of change in accounting principle. SFAS No. 142 required Quorum to test goodwill for impairment based on fair values as of January 1, 2002.

During the third quarter of 2003, Quorum recorded a cumulative effect of change in accounting principle of $2.6 million as a result of the adoption of SFAS No. 150.

As a result of the factors described above, Quorum’s net loss was $10.7 million for the nine months ended September 30, 2003, compared to $37.8 million for the nine months ended September 30, 2002.

Year Ended December 31, 2002 Compared to Year Ended December 31, 2001.

Net broadcast revenue for the year ended December 31, 2002 was $56.9 million, an increase of $5.4 million or 10.5% as compared to $51.5 million for the year ended December 31, 2001. Of this increase, $4.2 million was attributable to political revenue resulting from election campaigns in several of Quorum’s markets, and $1.2 million resulted from an increase in other revenue primarily from advertising on most stations’ internet websites.

Station direct operating expenses, consisting primarily of news, engineering and programming costs, and selling, general and administrative expenses, net of trade, totaled $32.6 million for the year ended December 31, 2002, compared to $29.3 million for the year ended December 31, 2001, an increase of $3.3 million or 11.3%. Of this increase, $1.9 million was the result of increased programming costs associated with the production of a local news product in Quorum’s Billings, Montana market which began airing in April 2002, coupled with overall increases in the hours of local news produced across several other markets. In addition, sales expenses increased by $1.3 million as a result of increased sales commissions on the higher net broadcast revenue generated in 2002, coupled with increased sales management staffing in several markets.

Corporate expenses were $4.8 million for the year ended December 31, 2002, compared to $4.2 million for the year ended December 31, 2001. This increase was mainly the result of increased personnel costs for corporate management.

Amortization of broadcast rights, excluding barter, for the year ended December 31, 2002 was $3.8 million, compared to $3.4 million for the year ended December 31, 2001 as a result of some unfavorable negotiations on programming costs.

Depreciation of property and equipment was $8.9 million for the year ended December 31, 2002, compared with $9.6 million for the comparable period in 2001, a decrease of $0.7 million. This decrease was the result of an overall reduction in the value of fixed assets through the retirement of obsolete equipment.

The amortization of intangibles was $8.1 million for the year ended December 31, 2002, compared to $16.2 million for the same period in 2001, a decrease of $8.1 million. This decrease in amortization was mainly the result of the elimination of amortization of indefinite-lived intangible assets and goodwill.

Loss from continuing operations for the year ended December 31, 2002 was $1.7 million, compared to a loss from operations of $11.4 million for the year ended December 31, 2001, an increase of $9.7 million. This increase was primarily the result of the decrease in intangible amortization, coupled with the increase in net broadcast revenue of $5.4 million, offset somewhat by the increase in station direct operating costs and selling, general and administrative costs as outlined above.

The marking to market of Quorum’s interest rate swaps resulted in income of $1.1 million for the year ended December 31, 2002, recognized as other income, as compared to a loss of $2.4 million in 2001. The change was due to a fluctuation in market interest rates.

Loss from discontinued operations was $1.3 million for the year ended December 31, 2002 compared to $3.0 million for the year ended December 31, 2001.

Interest expense, for both continuing and discontinuing operations, including amortization of debt financing costs, for the year ended December 31, 2002 was $28.7 million as compared to $23.6 million for the comparable period in 2001, an increase of $5.1 million. This increase was mainly the result of a non-cash charge of approximately $5.3 million related to the beneficial conversion feature associated with the convertible subordinated promissory note which converted into preferred units on November 4, 2002.

During the first quarter of 2002, Quorum incurred a write-down of $16.1 million, net of taxes, related to the impairment of goodwill for five of our stations. The write-down was the result of the adoption of SFAS No. 142 on January 1, 2002 and was accounted for as a cumulative effect of change in accounting principle. SFAS No. 142 required Quorum to test goodwill for impairment based on fair values as of January 1, 2002.

As a result of the factors described above, Quorum’s net loss was $46.8 million for the year ended December 31, 2002, compared to a net loss of $38.8 million for the same period in 2001, an increase in net loss of $8.0 million.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000.

Net broadcast revenue for the year ended December 31, 2001 was $51.5 million, compared to $60.0 million for the comparable period in 2000, a decrease of $8.5 million. Of this decrease, $4.4 million was attributable to local revenue, $3.7 million was due to non-recurring political revenue and $2.9 million was due to a decline in national revenue, partially offset by a corresponding decrease in commissions of $2.2 million. A general slowdown in the advertising industry, the terrorist attacks on September 11, 2001 and the non-recurring political revenue are the primary components of the decrease in net broadcast revenue.

Station direct operating expenses, consisting primarily of news, engineering and programming and selling and general and administrative expenses, net of trade, for the year ended December 31, 2001 were $29.3 million, compared to $30.6 million for the year ended December 31, 2000, a decrease of $1.3 million. This decrease was mainly the result of lower sales costs associated with reduced net broadcast revenue somewhat offset by an increase in tower lease rental expense.

Corporate expenses for the year ended December 31, 2001 were $4.2 million, compared to $3.6 million for the year ended December 31, 2000. The majority of this increase was the result of increased costs associated with the hosting of Quorum station websites coupled with increased sales training costs and severance and relocation costs for station management changes.

Amortization of broadcast rights, excluding barter, for the year ended December 31, 2001 were $3.4 million, compared to $3.9 million for the year ended December 31, 2000, a decrease of $0.5 million. This decrease was the result of lower contract costs from favorable negotiations on programming contracts.

Depreciation of property and equipment was $9.6 million for the year ended December 31, 2001, compared to $9.9 million for the same period in 2000, a decrease of $0.3 million. This decrease was the result of an overall reduction in the value of fixed assets through the retirement of obsolete equipment.

Amortization of intangibles was $16.2 million for the year ended December 31, 2001, compared to $15.8 million for the comparable period in 2000, an increase of $0.4 million. This increase was the result of the acceleration of intangible amortization associated with the early termination of purchased contracts.

Loss from continuing operations for the year ended December 31, 2001 was $11.4 million, compared to a loss from operations of $3.7 million for the year ended December 31, 2000, an increase in the loss from operations of $7.7 million. Of this amount, the most significant component is the $8.5 million decrease in net broadcast revenue described above.

Loss from discontinued operations was $3.0 million for the year ended December 31, 2001, compared to $2.8 million for the year ended December 31, 2000.

Interest expense for both continuing and discontinuing operations, including amortization of debt financing costs, for the year ended December 31, 2001 was $23.6 million, compared to $27.2 million for the comparable period in 2000. This decrease was primarily attributable to an acceleration in the amortization of certain debt financing costs in 2000 in conjunction with an amendment to Quorum’s senior debt facility.

The marking to market of Quorum’s interest rate swaps resulted in a loss of $2.4 million for the year ended December 31, 2001, recognized as other expense. The change was due to a fluctuation in market interest rates.

As a result of the factors discussed above, Quorum’s net loss was $38.8 million for the year ended December 31, 2001, compared to $29.3 million for the same period in 2000, an increase in net loss of $9.5 million.

Liquidity and Capital Resources

Nine months ended September 30, 2003

As of September 30, 2003, cash and cash equivalents were $1.3 million, compared to $5.7 million at September 30, 2002. Quorum’s primary source of liquidity is cash flows from operating activities, reduced by repayments required under its senior credit facility.

Cash flows provided by continuing operating activities were $6.7 million for the nine months ended September 30, 2003 compared to cash provided by operating activities of $3.5 million for the nine months ended September 30, 2002, an increase in $3.2 million. This increase is mainly the result of improved operating results in the first nine months of 2003 compared to the same period in 2002.

Cash flows used for investing activities were $2.3 million for the nine months ended September 30, 2003 compared to $1.4 million for the same period in 2002. The difference is primarily the result of proceeds on disposal of capital equipment in 2002.

Cash flows used in financing activities for the nine months ended September 30, 2003 were $12.1 million compared to cash provided by financing activities of $2.8 million for the nine months ended September 30, 2002. The decrease of $14.9 million is primarily a result of an increase in scheduled principal payments in the first nine months of 2003 of $10.3 million. In the first nine months of 2002, a capital contribution of $5.0 million was received.

Year ended December 31, 2002

As of December 31, 2002, cash and cash equivalents were $9.3 million, compared to $1.9 million at December 31, 2001. Quorum’s primary source of liquidity is cash flows provided by operating activities, reduced by repayments required under its senior credit facility.

Cash flows provided by continuing operating activities were $8.1 million for the year ended December 31, 2002 compared to cash used for operating activities of $13.4 million for the year ended December 31, 2001, an increase in cash provided by operating activities of $21.5 million. This increase is the mainly the result of improved operating results and a decrease in cash interest costs in 2002 compared to the same period in 2001.

Cash flows used for investing activities were $2.6 million for the year ended December 31, 2002 as compared to cash provided by investing activities of $18.4 million for 2002. This decrease of $21.0 million is mainly the result of the proceeds received from the sale of Quorum’s broadcast towers in 2001, which generated $19.9 million net of related costs, coupled with increased capital equipment needs during 2002 in conjunction with Quorum’s purchases of digital broadcasting equipment.

Cash flows provided by financing activities for the year ended December 31, 2002 were $2.0 million compared to cash used for financing activities of $6.2 million for the year ended December 31, 2001. The increase of $8.2 million is a combination of a decrease in scheduled principal payments in 2002 and a capital contribution of $5.0 million received during 2002.

All of Quorum’s existing indebtedness will be refinanced by Nexstar in connection with the Quorum acquisition.

BUSINESS

Overview

We are a television broadcasting company focused on the acquisition, development and operation of television stations. We target stations located in medium-sized markets in the United States, primarily markets that rank from 50 to 175, as reported by BIA Financial Network, Inc . We currently own and operate 16 stations, and provide management, sales or other services to an additional 10 stations. In eight of the 17 markets that we currently serve, we own and operate or provide services to more than one station. We refer to these markets as duopoly markets. Most of the stations that we own and operate or provide services to are clustered in three regions: the Northeast, consisting of five stations in Maryland, Pennsylvania and New York; the Midwest, consisting of seven stations in Illinois, Indiana and Missouri; and the Southwest, consisting of seven stations in Texas, Oklahoma and Arkansas. These stations are diverse in their network affiliations: 24 have primary affiliation agreements with one of the four major networks—10 with NBC, five with CBS, five with ABC and four with Fox. The remaining two stations have agreements with UPN.

We believe that medium-sized markets offer significant advantages over larger markets, primarily due to a lower level of competition. First, since fewer well-capitalized acquirers have a medium-market focus, we have been successful in purchasing stations on more favorable terms than acquirers of large market stations. Second, in many of our markets there exist only two or three other local commercial television stations. As a result, we achieve lower programming costs than stations in larger markets because the supply of quality programming exceeds the demand. Lastly, we believe that the stations we operate or provide services to are better managed than many of our competitors’ stations. By providing equity incentives, we have been able to attract and retain station general managers with experience in larger markets who employ marketing and sales techniques that are not typically utilized in our markets.

We seek to grow our revenue and cash flow by increasing the audience and revenue shares of our stations. We strive to increase the audience share of our stations by creating a strong local broadcasting presence based on highly-rated local news, local sports coverage and active community sponsorship. We seek to improve revenue share by employing and supporting a high-quality local sales force that leverages our strong local brand and community presence with local advertisers. Additionally, we have further improved our cash flow by maintaining strict control over operating and programming costs. The benefits achieved through these initiatives are magnified in our duopoly markets by broadcasting the programming of multiple networks, capitalizing on multiple sales forces and achieving an increased level of operational efficiency. As a result of our operational enhancements, we expect revenue and cash flow from our recent and pending acquisitions to grow faster than that of our more mature stations.

Acquisition Strategy

We selectively pursue acquisitions of television stations primarily in markets ranking from 50 to 175, where we can improve revenue and cash flow through active management. Since January 2000, we have acquired seven stations and contracted to provide services to six additional stations. If the pending acquisitions described below are completed, we will have more than tripled the size of our portfolio since January 2000, having acquired 18 and contracted to provide services to 10 additional stations.

After acquiring a station, we focus on enhancing the following elements as necessary:

•

management talent;

•

quality and hours of local news programming;

•

quality and size of local sales force;

•

quality and positioning of non-network programming;

•

quality and quantity of promotional advertising; and

•

level of capital investment.

According to BIA Financial Network, Inc.’s MEDIA Access Pro , the top 10 broadcasting companies ranked by number of full power, commercial television stations, currently own and/or operate over 50% of the total stations in the top 50 markets. This concentration is due in part to the four major networks owning stations primarily in larger markets. However, station ownership is more fragmented in our target markets. The top 10 companies in the medium-sized markets own and/or operate less than 30% of the total primary stations in these markets. We believe that the fragmented ownership in our target markets create significant opportunities to expand our portfolio of stations that we operate or to which we provide services.

Operating Strategy

We seek to generate revenue and cash flow growth through the following strategies:

Develop Leading Local Franchises

Each of the stations that we operate or provide services to creates a highly recognized local brand, primarily through the quality of its local news programming and community presence. Strong local news typically generates high ratings among attractive demographic profiles and enhances audience loyalty, which results in higher ratings for programs both preceding and following the news. High ratings and strong community identity make the stations that we operate or provide services to more attractive to local advertisers. For the year ended December 31, 2002, we earned approximately one-third of our advertising revenue from spots aired during our local news programming. We continually invest in the news product of the stations and have increased the local news programming of the stations that we operate or provide services to, in the aggregate, by almost 50% to 328 hours per week since acquisition or our commencement of services. Extensive local sports coverage and active sponsorship of community events further differentiate us from our competitors and strengthen our community relationships and our local advertising appeal.

Emphasize Local Sales

We employ a high-quality local sales force in each of our markets to increase revenue from advertisers in our community by capitalizing on our investment in local programming. We believe that local advertising is attractive because our sales force is more effective with local advertisers, giving us a greater ability to influence this revenue source. Additionally, local advertising has historically been a more stable source of revenue than national advertising for television broadcasters. For the year ended December 31, 2002, the percentage of our total spot revenue, excluding political, from local advertising was 65.6%. In most of our markets we have increased the size and quality of our local sales force. We also invest in our sales efforts by implementing comprehensive training programs and employing a sophisticated inventory tracking system to help maximize advertising rates and the amount of inventory sold in each time period.

Operate Duopoly Markets

Owning or providing services to more than one station in a given market enables us to broaden our audience share, enhance our revenue share and achieve significant operating efficiencies. Duopoly markets broaden audience share by providing programming from multiple networks with different targeted demographics. These markets increase revenue share by capitalizing on multiple sales forces. Additionally, we achieve significant operating efficiencies by consolidating physical facilities, eliminating redundant personnel and leveraging capital expenditures between stations.

Maintain Strict Cost Controls

We emphasize strict controls on operating and programming costs in order to increase cash flow. We continually seek to identify and implement cost savings at each of our stations and our overall size benefits each station with respect to negotiating favorable terms with programming suppliers and other vendors. By leveraging

our size and corporate management expertise, we are able to achieve economies of scale by providing programming, financial, sales and marketing support to our entire station portfolio. Due to the significant negotiating leverage afforded by our scale and limited competition in our markets, we reduced our cash broadcast payments to 8.1% and 6.2% of net broadcast revenue for the years ended December 31, 2001 and 2002, respectively.

Capitalize on Multiple Network Affiliations

We currently operate or provide services to a balanced portfolio of television stations with diverse network affiliations, including NBC, CBS, ABC, and Fox and UPN affiliated stations which represented 46.6%, 31.2%, 16.6%, 5.1% and 0.5%, respectively, of our 2002 net broadcast revenue. The networks provide these stations with quality programming, such as E.R., CSI: Crime Scene Investigation, Friends, 24 and The Practice and numerous sporting events such as NFL football, NCAA sports, PGA golf and the Olympic Games. Because network programming and ratings change frequently, the diversity of our station portfolio’s network affiliations reduces our reliance on the quality of programming from a single network.

Attract and Retain High Quality Management

We seek to attract and retain station general managers with proven track records in larger television markets by providing equity incentives not typically offered by other station operators in our markets. All of our station general managers have purchased equity interests in us and have an average of over 20 years of experience in the television broadcasting industry.

Recent Acquisitions

KRBC and KSAN

On June 13, 2003, Mission purchased substantially all of the assets of KRBC, the NBC affiliate in Abilene-Sweetwater, Texas, and KSAN, the NBC affiliate in San Angelo, Texas, from LIN Television Corporation and two of its subsidiaries for $10.0 million. Upon the closing of the acquisition, Mission entered into a local service agreement with us whereby our station, KTAB, provides news production, technical maintenance and security for KRBC and KSAN, which was called KACB until October 30, 2003. Since January 1, 2003, Mission had been providing services to KRBC and KSAN pursuant to a local service agreement, which was terminated upon completion of the acquisition.

KARK and WDHN

On December 30, 2002, we entered into an agreement to purchase the stock of KARK, the NBC affiliate in Little Rock-Pine Bluff, Arkansas, and WDHN, the ABC affiliate in Dothan, Alabama, from two subsidiaries of Morris Multimedia, Inc. for $91.5 million. On January 31, 2003, we made a down payment of $40.0 million against the purchase price, and operations under a local service agreement among the subsidiaries of Morris Multimedia, Inc. and us commenced on February 1, 2003. We paid the remaining $51.5 million of the purchase price, which was funded from available cash, and completed the acquisition on August 1, 2003, and the operations under the local service agreement terminated.

Pending Acquisitions

Quorum Acquisition

We have entered into an agreement to acquire all of the subsidiaries of Quorum, which own and operate 10 television stations (excluding one station, WTVW, which certain Quorum subsidiaries have contracted to sell) and provide management, sales or other services to an additional five stations, primarily in medium-sized markets. Quorum is an affiliate of ours. Quorum’s principal equityholder and our two principal stockholders are all affiliates of ABRY.

Of the five stations that the Quorum subsidiaries do not own and operate but provide services to, two are owned by Mission of Amarillo and three are owned by VHR. In conjunction with the Quorum acquisition, Mission will acquire these five stations through the mergers of Mission of Amarillo and VHR into Mission. Quorum’s subsidiaries have entered into local service agreements with Mission of Amarillo and VHR that are substantially similar to our local service agreements with Mission. Upon the completion of the Quorum acquisition and the Mission merger, we will become a party to those local service agreements as successor to the Quorum subsidiaries and Mission will become a party to such agreements as the successor to Mission of Amarillo and VHR. For more information about the Quorum subsidiaries’ local service agreements with Mission of Amarillo and VHR, see “Certain Transactions.” We will also enter into new option agreements with Mission for the purchase of these stations.

We have entered into a management and consulting services agreement with Quorum pursuant to which we will perform certain management functions for Quorum and the Quorum subsidiaries, pending completion of the Quorum acquisition. Other than reimbursement of expenses, we will receive no compensation pursuant to that management agreement, provided that the Quorum acquisition closes before March 31, 2004.

We will finance the Quorum acquisition with a portion of the proceeds from this offering, the net proceeds from the private placement of $125.0 million aggregate principal amount of senior subordinated notes by Nexstar Finance, additional borrowings under our amended senior credit facilities and cash on hand. This offering is not conditioned upon the completion of the Quorum acquisition, the private placement of the senior subordinated notes or the amendment to our senior credit facilities.

In addition to the completion of the private placement of senior subordinated notes and the amendment to our senior credit facilities, the Quorum acquisition will not close unless we satisfy certain conditions, including obtaining FCC consent. We have received FCC consent to the acquisition of Quorum; however, we have not yet received consent to the Mission mergers described above. We cannot assure you that the FCC will consent to the Mission mergers. For more information about the Quorum acquisition, see “The Quorum Acquisition.”

WBAK

On May 9, 2003, Mission entered into an agreement to acquire substantially all of the assets of WBAK, the Fox affiliate in Terre Haute, Indiana, from Bahakel Communications and certain of its subsidiaries for $3.0 million. Operations under a local service agreement between Bahakel Communications and Mission commenced, and we began providing services to Mission for WBAK pursuant to local service agreements, on May 9, 2003. The acquisition is expected to close in the fourth quarter of 2003, subject to FCC consent.

KPOM/KFAA

Significance of Pending Acquisitions to Our Operations

If the pending acquisitions are completed, we will own and operate 27 stations and provide management, sales or other services to an additional 14 stations. Thirteen of the 26 markets that we will serve upon the completion of pending acquisitions will be duopoly markets. Upon the completion of pending acquisitions, the network affiliations of our station portfolio will continue to be diverse: 37 of these stations have primary affiliation agreements with one of the four major networks—12 with NBC, 11 with Fox, seven with ABC and seven with CBS. Three of the remaining four stations have agreements with UPN, and one is an independent.

Stations

The following table sets forth information about the stations that we currently own and operate or provide services to and the additional stations that we will own and operate or provide services to if we complete the Quorum acquisition. Shading indicates stations that Quorum currently owns and operates or provides services to.

Market
Rank

Market

Station

Affiliation

Status ⁽¹⁾

Station
Rank ⁽²⁾

Number of
Commercial
Stations in
Market ⁽²⁾⁽³⁾

FCC
License
Expiration
Date

Wilkes Barre-Scranton, PA

WBRE

WYOU

NBC

CBS

O&O

LSA

8/1/07

Little Rock-Pine Bluff, AR

KARK

NBC

O&O

6/1/05

Rochester, NY

WROC

CBS

O&O

6/1/07

Shreveport, LA

KTAL

NBC

O&O

8/1/06

Champaign-Springfiled-Decatur, IL

WCIA

WCFN

CBS

UPN

O&O

— ⁽⁷⁾

12/1/05

107

Ft. Smith-Fayetteville-Springdale-Rogers, AR

KPOM/KFAA

NBC

O&O ⁽⁵⁾

6/1/05

117

Peoria-Bloomington, IL

WMBD

WYZZ

CBS

Fox

O&O

LSA

12/1/05

137

Beaumont-Port Arthur, TX

KBTV

NBC

O&O

8/1/06

142

Wichita Falls, TX-Lawton, OK

KFDX

KJTL

KJBO-LP

NBC

Fox

UPN

O&O

LSA

1(tied)

— ⁽⁷⁾

8/1/06

143

Erie, PA

WJET

WFXP

ABC

Fox

O&O

LSA

8/1/07

145

Joplin, MO-Pittsburg, KS

KSNF

KODE

NBC

ABC

O&O

LSA

2/1/06

146

Terre Haute, IN

WTWO

NBC

O&O

8/1/05

WBAK

Fox

LSA ⁽⁶⁾

8/1/05

158

Odessa-Midland, TX

KMID

ABC

O&O

3(tied)

8/1/06

163

Abilene-Sweetwater, TX

KTAB

KRBC

CBS

NBC

O&O

LSA

8/1/06

171

Dothan, AL

WDHN

ABC

O&O

4/1/05

193

St. Joseph, MO

KQTV

ABC

O&O

2/1/06

196

San Angelo, TX

KSAN

NBC

LSA

8/1/06

—

Washington, DC/Hagerstown, MD ⁽⁴⁾

WHAG

NBC

O&O ⁽⁵⁾

— ⁽⁷⁾

10/1/04

Springfield, MO

KOLR

KDEB

CBS

Fox

LSA ⁽⁶⁾

O&O ⁽⁵⁾

2/1/06

104

Ft. Wayne, IN

WFFT

Fox

O&O ⁽⁵⁾

8/1/05

129

Amarillo, TX

KAMR

KCIT

KCPN-LP

NBC

Fox

—

O&O ⁽⁵⁾

LSA ⁽⁶⁾

— ⁽⁷⁾

8/1/06

133

Monroe, LA-El Dorado, AR

KARD

Fox

O&O ⁽⁵⁾

3(tied)

6/1/05

135

Rockford, IL

WQRF

Fox

O&O ⁽⁵⁾

12/1/05

147

Lubbock, TX

KLBK

KAMC

CBS

ABC

O&O ⁽⁵⁾

LSA ⁽⁶⁾

8/1/06

167

Utica, NY

WFXV

WPNY-LP

Fox

UPN

O&O ⁽⁵⁾

6/1/07

170

Billings, MT

KSVI

KHMT

ABC

Fox

O&O ⁽⁵⁾

LSA ⁽⁶⁾

4/1/06

⁽¹⁾

O&O refers to stations that we own and operate. LSA, or local service agreement, is the general term we use to refer to a contract under which we provide services to a station owned and/or operated by an independent third party. Local service agreements include time brokerage agreements, shared services agreements, joint sales agreements and outsourcing agreements. For further information regarding the LSAs to which we are party, see “Certain Transactions.”

⁽²⁾

Source: BIA Investing in Television 2003 2nd Edition.

⁽³⁾

The term “commercial station” means a television broadcast station and does not include non-commercial stations, religious stations, cable program services or networks, or stations, other than those that we own or provide services to, whose audience shares from Sunday to Saturday 9 a.m. to midnight were not measurable.

⁽⁴⁾

Although WHAG is located within the Washington, DC DMA, its signal does not reach the entire Washington, DC metropolitan area. WHAG serves the Hagerstown, MD sub-market within the DMA.

⁽⁵⁾

Pending acquisition by Nexstar. Service currently provided under local service agreement.

⁽⁶⁾

Pending acquisition by Mission Broadcasting, Inc. Service currently provided under local service agreement.

⁽⁷⁾

Audience shares from Sunday to Saturday 9 a.m. to midnight were not measurable.

The following is a description of the stations currently in our portfolio and the markets that they serve. We derived the information relating to DMAs from BIA Investing in Television 2003 2nd Edition. We have excluded non-commercial stations, religious stations, cable program services or networks, and stations, other than those that we own or provide services to, whose audience shares from Sunday to Saturday 9 a.m. to midnight were not measurable.

WBRE and WYOU (Wilkes Barre-Scranton, Pennsylvania)

Market Profile. Wilkes Barre-Scranton, Pennsylvania is the 53rd-largest DMA in the United States, with a population of 1.5 million and 588,000 television households as of December 31, 2002. Cable penetration in the Wilkes Barre-Scranton market is estimated to be 80% as of December 31, 2002. The Wilkes Barre-Scranton television market is expected to grow at a compound annual rate of 4.8% from 2002 to 2007. Average household income is estimated to be $35,770 as of December 31, 2002.

The table below provides an overview of the five commercial television stations in the Wilkes Barre-Scranton, Pennsylvania DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
WBRE	28	NBC	Nexstar Broadcasting Group	13	13	13	11	14
WYOU	22	CBS	Mission Broadcasting	11	11	11	8	11
WNEP	16	ABC	The New York Times Company	17	17	19	15	17
WOLF/ WILF	56/53	Fox	Pegasus Communications Corporation	4	5	5	3	4
WSWB	38	WB/UPN	KB Prime Media LLC	2	1	2	—	—

WBRE

Station Profile. We acquired WBRE, an NBC affiliate, in January 1998. For the May 2003 ratings period, WBRE ranked second in its market. The station’s syndicated programming includes Wheel of Fortune, The Oprah Winfrey Show and Dr. Phil .

In January 1998, we significantly increased our operating efficiencies by entering into a shared services agreement with WYOU, a Mission station. As a result of combining certain operations of two traditional network affiliates, we were able to achieve significant cost reductions and create substantial opportunities for future growth. For example, certain operations of both stations are now integrated into one facility and both the technical production capabilities and news sets at each station have been significantly upgraded.

Since the successful implementation of the shared services agreement, we have focused on increasing revenue share. In early 2001, we replaced the general sales manager and local sales manager. We have focused the sales effort on project selling, new business and non-traditional revenue development and concentrated on inventory yield management. We have also expanded local sports programming and strengthened the local news product by creating the NEPA News Alliance with the local newspapers and radio stations to position WBRE to achieve future audience and revenue growth.

WYOU

Station Profile. We acquired WYOU, a CBS affiliate, in June 1996 and sold it to Mission in 1998, when a shared services agreement was entered into with WBRE. For the May 2003 ratings period, WYOU ranked third in its market. The station’s syndicated programming includes Seinfeld, Entertainment Tonight and Judge Judy.

In order to increase audience share, the station’s news product was relaunched in early 2001 with targeted geographic coverage, a newly designed station logo and enhanced graphics. In 2002, the station reintroduced one of the market’s most popular newsmen as anchor of WYOU’s early evening news. In addition, the station has expanded its promotional efforts and improved its signal reach and coverage with the installation of a new transmitter in 2001.

KARK (Little Rock-Pine Bluff, Arkansas)

Market Profile. Little Rock-Pine Bluff, Arkansas is the 56th-largest DMA in the United States, with a population of over 1.3 million and 530,000 television households as of December 31, 2002. Cable penetration in the Little Rock-Pine Bluff market is estimated to be 59% as of December 31, 2002. The Little Rock-Pine Bluff television market is expected to grow at a compound annual rate of 2.2% from 2002 to 2007. Average household income is estimated to be $39,164 as of December 31, 2002.

The table below provides an overview of the five commercial television stations in the Little Rock-Pine Bluff, Arkansas DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
KARK	4	NBC	Nexstar Broadcasting Group	11	12	13	11	12
KATV	7	ABC	Allbritton Communications Co	15	15	16	14	14
KTHV	11	CBS	Gannett Company Inc	17	16	16	13	14
KLRT	16	Fox	Clear Channel Communications	3	4	5	5	4
KASN	38	UPN	Clear Channel Communications	3	3	3	3	3

KARK

Station Profile. We purchased KARK, an NBC affiliate, from Morris Multimedia on August 1, 2003. Nexstar began providing the programming and selling the advertising time on KARK under a time brokerage agreement in February 2003. For the May 2003 ratings period, KARK ranked third in its market. The station’s syndicated programming includes Montel Williams, Judge Judy and Entertainment Tonight .

We have identified opportunities to grow local revenue share through stronger emphasis on sales projects and promotions, as well as utilizing our sales inventory management system to better control rates and inventory. KARK trails the rest of the market in the development of new and direct business, and we believe that we can significantly improve those results with the addition of a local sales manager. We have replaced personnel for the general manager, general sales manager and promotion manager positions since the time brokerage agreement became effective on February 1, 2003.

WROC (Rochester, New York)

Market Profile. Rochester, New York is the 77th-largest DMA in the United States, with a population of over 1.0 million and 392,000 television households as of December 31, 2002. Cable penetration in the Rochester market is estimated to be 74% as of December 31, 2002. The Rochester television market is expected to grow at a compound annual rate of 4.5% from 2002 to 2007. Average household income is estimated to be $45,893 as of December 31, 2002.

The table below provides an overview of the four commercial stations in the Rochester, New York DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
WROC	8	CBS	Nexstar Broadcasting Group	16	17	18	14	16
WHEC	10	NBC	Hubbard Broadcasting Inc.	15	16	15	12	16
WOKR	13	ABC	Clear Channel Communications	14	14	14	13	13
WUHF	31	Fox	Sinclair Broadcast Group Inc.	7	7	7	6	7

Station Profile. We acquired WROC, a CBS affiliate, in December 1999. For the May 2003 ratings period, WROC ranked first in its market. The station’s syndicated programming includes Jeopardy, Wheel of Fortune and Entertainment Tonight .

We believe this station has substantial potential for increased revenue because, in spite of being ranked first in audience share, it has captured less than 20% of the revenue in this four-station market. Since acquiring WROC, we hired a new general manager with significant regional sales management experience. We have installed a new sales management team and doubled the size of the station’s local sales force. In addition, we have expanded the station’s news presence by entering into strategic partnerships with a local newspaper and USA Today and by providing weather and news services for certain radio stations in the market.

KTAL (Shreveport, Louisiana)

Market Profile. The Shreveport, Louisiana market, which encompasses Texarkana, Texas, is the 81st-largest DMA in the United States, with a population of approximately 985,000 and 378,000 television households as of December 31, 2002. Cable penetration in the Shreveport market is estimated to be 58% as of December 31, 2002. The Shreveport television market is expected to grow at a compound annual rate of 4.2% from 2002 to 2007. Average household income is estimated to be $37,503 as of December 31, 2002.

The table below provides an overview of the five commercial stations in the Shreveport, Louisiana DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
KTAL	6	NBC	Nexstar Broadcasting Group	8	8	9	8	9
KTBS	3	ABC	Wray, Edwin	14	14	14	11	13
KSLA	12	CBS	Raycom Media Incorporated	18	18	18	17	17
KMSS	33	Fox	Communication Corporation of America	4	4	4	3	4
KSHV	45	UPN/WB	White Knight Broadcasting	3	2	3	2	2

Station Profile. We acquired KTAL, an NBC affiliate, in November 2000. For the May 2003 ratings period, KTAL ranked third in its market. The station’s syndicated programming includes Wheel of Fortune , The Maury Povich Show and Divorce Court .

We feel there are numerous opportunities to increase ratings and revenue at KTAL. Since acquiring KTAL, we have dramatically increased the station’s news presence to encompass not only Texarkana, but also the more profitable and substantially larger Shreveport segment of the market. We replaced the general manager with an individual who had previously led KSLA, another Shreveport station, to the number one ranking in the market during his tenure. We also replaced the general sales manager, the local sales manager in Shreveport, the news director, the chief engineer and the operations manager. To improve the station’s viewership and revenue share in this growing market, we have invested approximately $1.9 million to upgrade the on-air look and enhance the on-air and production capabilities of the station, particularly in news programming. We also added a sales manager and an account executive to service Texarkana and launched numerous sales partnerships and projects to develop new business from non-traditional sources.

WCIA and WCFN (Champaign-Springfield-Decatur, Illinois)

Market Profile. Champaign-Springfield-Decatur, Illinois is the 82nd-largest DMA in the United States, with a population of approximately 943,000 and 377,000 television households as of December 31, 2002. Cable penetration in the Champaign-Springfield-Decatur market is estimated to be 70% as of December 31, 2002. The Champaign-Springfield-Decatur television market is expected to grow at a compound annual rate of 2.3% from 2002 to 2007. Average household income is estimated to be $40,599 as of December 31, 2002.

The table below provides an overview of the six commercial stations in the Champaign-Springfield-Decatur, Illinois DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
WCIA	3	CBS	Nexstar Broadcasting Group	17	19	18	15	18
WCFN ⁽¹⁾	49	UPN	Nexstar Broadcasting Group	—	—	—	—	—
WAND	17	ABC	LIN Television Corporation	10	11	12	9	10
WICS	20	NBC	Sinclair Broadcast Group	14	13	13	11	14
WBUI	23	WB	ACME Communications Inc.	3	2	2	3	3
WRSP	55	FOX	Bahakel Communications Limited	5	6	5	4	5

(1)

WCFN launched as a UPN affiliate on April 2, 2002.

WCIA

Station Profile. In January 2001, we acquired WCIA, the CBS affiliate located in Champaign, IL. For the May 2003 ratings period, WCIA ranked first in its market. The station’s syndicated programming includes The Oprah Winfrey Show, Dr. Phil and Frasier .

Because WCIA is ranked number one in its market, we believe that the station provides a powerful base to drive revenue growth with increased marketing and promotion. To capture revenue opportunities not realized by the previous ownership, which concentrated primarily on the Champaign side of the market, we have increased WCIA’s sales efforts in the Springfield area and recently replaced the general sales manager. The station also recently added new weather graphics and severe weather tracking equipment and has expanded its early morning local news to two hours to further solidify its position in the market as “Central Illinois’ News Leader.”

We were able to reduce expenses at this station by approximately $2.7 million through workforce reduction, increased vendor discounts and elimination of certain expenses. With these operational changes, the number one ranked news product and a sports broadcast agreement with the University of Illinois, we believe that WCIA is strategically positioned for future growth.

WCFN

Station Profile. We acquired WCFN, which is licensed to Springfield, the Illinois state capital, in conjunction with the WCIA acquisition. WCFN formerly operated as a reduced-power satellite to simulcast WCIA’s signal in the southwestern portion of the DMA. However, the station had no independent local programming or local ad-insertion capabilities. We applied for and received duopoly status from the FCC concurrently with our WCIA license transfer application, and received a grant to increase WCFN’s power from 200,000 watts to 1,700,000 watts. On April 2, 2002, we relaunched WCFN as “UPN 49 for Central Illinois,” the market’s newest full-power, full-service television outlet. We handle the technical and administrative functions from our existing WCIA facility, and therefore benefit from substantial operational efficiencies. We are using the digital spectrum of both WCIA and WCFN to distribute the signal of each station throughout the DMA. The targeted demographics of WCFN compliments that of WCIA, with programming on WCFN such as The Steve Harvey Show, Cheers and M.A.S.H. , thereby increasing our total audience reach and revenue share potential in this market.

KPOM/KFAA (Ft. Smith-Fayetteville-Springdale-Rogers, Arkansas)

Market Profile. Ft. Smith-Fayetteville-Springdale-Rogers, Arkansas is the 108th-largest DMA in the United States, with a population of 675,000 and 258,000 television households as of January 1, 2003. Cable penetration in the Ft. Smith-Fayetteville-Springdale-Rogers market is estimated to be 67% as of December 31, 2002. This market is expected to grow at a compound annual rate of 2.6% from 2002 to 2007. Average household income is estimated to be $38,696.

The table below provides an overview of the four commercial television stations in the Ft. Smith-Fayetteville-Springdale-Rogers, Arkansas DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
KFSM	3	CBS	New York Times Co.	16	15	18	15	17
KPOM/KFAA	24/51	NBC	Griffin Holdings Inc.	6	7	9	7	8
KHBS/KHOG	40/29	ABC	Hearst-Argyle TV Inc.	12	14	15	11	14
KPBI	46	Fox	Equity Beslg Corp	3	3	3	2	4

KPOM/KFAA

Station Profile . We will acquire KPOM/KFAA, an NBC affiliate, pursuant to an asset purchase agreement dated as of October 13, 2003. Nexstar began providing the programming and selling the advertising time on KPOM/KFAA under a time brokerage agreement in October 2003. KFAA, a satellite of KPOM, rebroadcasts KPOM’s signal to another part of the market. For the May 2003 ratings period, KPOM/KFAA ranked third in its market. The stations’ syndicated programming includes Wheel of Fortune , Seinfeld and Who Wants to be a Millionaire?

We believe that the performance of KPOM/KFAA, which is currently family-owned, will improve after our acquisition. We expect that the station will benefit from efficiencies in operations, syndicated programming acquisitions and regional advertising purchases that result from our having stations in markets adjacent to KPOM/KFAA and from our ability to develop, build and grow news ratings through content and marketing. We plan to install an experienced management team at the station to implement our strategies for revenue growth and cost controls.

WMBD and WYZZ (Peoria-Bloomington, Illinois)

Market Profile. Peoria-Bloomington, Illinois is the 117th-largest DMA in the United States, with a population of approximately 619,000 and 240,000 television households as of December 31, 2002. Cable penetration in the Peoria-Bloomington market is estimated to be 71% as of December 31, 2002. The Peoria- Bloomington television market is expected to grow at a compound annual rate of 5.2% from 2002 to 2007. Average household income is estimated to be $46,051 as of December 31, 2002.

The table below provides an overview of the five commercial stations in the Peoria-Bloomington, Illinois DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
WMBD	31	CBS	Nexstar Broadcasting Group	16	17	16	14	16
WYZZ ⁽¹⁾	43	Fox	Sinclair Broadcast Group	5	5	5	4	4
WHOI	19	ABC	Chelsey Broadcasting LLC	8	9	11	8	9
WEEK	25	NBC	Granite Broadcasting Corporation	18	18	19	16	20
WAOE	59	UPN	Venture Technologies Group LLC	2	—	—	—	2

(1)

Owned by Sinclair Broadcast Group and operated under an outsourcing agreement with WMBD.

WMBD

Station Profile. We acquired WMBD, a CBS affiliate located in Peoria, Illinois in January 2001. The station reduced station operating expenses from $4.8 million in 1999 to $4.0 million in 2001. For the May 2003 ratings period, WMBD ranked second in its market. The station’s syndicated programming includes Judge Judy, Wheel of Fortune and Jeopardy .

We have strengthened WMBD’s sales presence by replacing the general sales manager and local sales manager in early 2002 and by increasing our sales staff in Bloomington, the second largest city in the DMA. We

have introduced selling techniques to the local sales staff to generate non-traditional revenue sources, such as special project sponsorships and local Illinois State University basketball telecasts. WMBD has gained substantial audience share as well as national recognition for its Morning MIX talk show and recently expanded its time period to weekdays from 5:30 to 8:00 a.m. The station also benefits from a new director of news, as well as new weather graphics and increased promotional support.

WYZZ

Station Profile. We entered into an outsourcing agreement with a subsidiary of Sinclair Broadcast Group, Inc. on December 1, 2001. The agreement enables us to provide certain engineering, production, sales and administrative services for WYZZ, the Fox affiliate located in Bloomington. The parties share the combined cash flow generated by WYZZ and WMBD. For the May 2003 ratings period, WYZZ ranked fourth in its market. The station’s syndicated programming includes Everybody Loves Raymond, The Simpsons and Frasier .

We have identified over $800,000 in potential annualized operating expense reductions by consolidating the physical operations of WMBD and WYZZ into our current WMBD facility. In addition, WMBD and WYZZ are the only stations in the market with significant Bloomington-based news and sales operations. On April 1, 2002, we launched Fox 43 News at Nine on WYZZ, using the existing resources of the WMBD news department, becoming the market’s only prime time local news broadcast. This allows the WYZZ sales department to compete for local news advertising budgets for the first time.

KBTV (Beaumont-Port Arthur, Texas)

Market Profile. Beaumont-Port Arthur, Texas is the 137th-largest DMA in the United States, with a population of approximately 463,000 and 172,000 television households as of December 31, 2002. Cable penetration in the Beaumont-Port Arthur market is estimated to be 70% as of December 31, 2002. The Beaumont-Port Arthur television market is expected to grow at a compound annual rate of 4.4% from 2002 to 2007. Average household income is estimated to be $40,605 as of December 31, 2002.

The table below provides an overview of the four commercial stations in the Beaumont-Port Arthur, Texas DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channe l	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
KBTV	4	NBC	Nexstar Broadcasting Group	7	8	9	8	10
KFDM	6	CBS/UPN	Freedom Communications, Inc.	26	28	27	23	25
KBMT	12	ABC	Texas Television	9	10	10	9	10
KUIL	64	Fox	Bluebonnet Communications Inc.	2	2	—	—	—

Station Profile. We acquired KBTV, an NBC affiliate, in January 1998. For the May 2003 ratings period, KBTV ranked third in its market. The station’s syndicated programming includes Jeopardy , Hollywood Squares and The Maury Povich Show .

Since the acquisition of KBTV, we relocated most of the station departments to a high-traffic, premier location in Beaumont, the retail hub of the market, and greatly improved the station’s local image. We re-launched the station with new call letters, graphics, on-air talent, and promotions and purchased and installed new weather graphics equipment. In early 2002, we replaced the general manager and general sales manager with individuals who have significant experience managing television stations in larger markets in Texas. While the

station has grown from number three to number two in market revenue share, we believe KBTV is well positioned for continued growth due to our new management team, increased community involvement and marketing partnerships.

KFDX, KJTL and KJBO-LP (Wichita Falls, Texas-Lawton, Oklahoma)

Market Profile. Wichita Falls, Texas-Lawton, Oklahoma is the 142nd-largest DMA in the United States, with a population of approximately 425,000 and 159,000 television households as of December 31, 2002. Cable penetration in the Wichita Falls-Lawton market is estimated to be 62% as of December 31, 2002. The Wichita Falls-Lawton television market is expected to grow at a compound annual rate of 4.5% from 2002 to 2007. Average household income is estimated to be $37,062 as of December 31, 2002.

The table below provides an overview of the five commercial stations in the Wichita Falls, Texas-Lawton, Oklahoma DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
KFDX	3	NBC	Nexstar Broadcasting Group	14	13	14	13	15
KJTL	18	Fox	Mission Broadcasting	4	5	5	5	5
KJBO-LP	35	UPN	Mission Broadcasting	—	—	—	—	—
KAUZ	6	CBS	Chelsey Broadcasting LLC	14	13	14	12	13
KSWO	7	ABC	Drewry Communications Group	10	9	12	9	10

KFDX

Station Profile. We acquired KFDX, an NBC affiliate, in January 1998. For the May 2003 ratings period, KFDX was tied for first in its market. The station’s syndicated programming includes Entertainment Tonight, Montel Williams and Dr. Phil .

KFDX is the market leader in news in most demographic groups. Since the acquisition of KFDX, we have increased audience share and have become the number one ranked news station in the market by increasing local promotions and focusing on community involvement. For example, KFDX was the official station of the Dallas Cowboys training camp, held at Midwestern State University for the 1999, 2000 and 2001 seasons. We believe that KFDX is well-positioned for continued growth through ongoing community projects, local programming enhancements and new and increased local marketing initiatives.

KJTL

Station Profile. Mission acquired KJTL, a Fox affiliate, in June 1999. For the May 2003 ratings period, KJTL ranked fourth in its market. The station’s syndicated programming includes Frasier , Friends and Everybody Loves Raymond .

KJBO-LP

Station Profile. Mission acquired KJBO-LP, a UPN affiliate, in June 1999. Operating through its joint sales agreement and shared services agreement with KFDX, KJBO-LP is a highly efficient operation and generated a cash flow margin greater than 80% although contributing a low six figure revenue. The station’s syndicated programming includes Spin City, Third Rock from the Sun, and The Hughleys .

KJTL and KJBO-LP, through their joint sales agreement and shared services agreement with KFDX, have achieved significant operating efficiencies. KJTL, KFDX and KJBO-LP leverage their resources and realize savings by eliminating duplicative costs related to equipment, vehicles, vendor contracts and personnel. Even though all three stations share the same facility, KJTL maintains a separate identity that targets a younger

audience than that of KFDX allowing it to reach a different demographic. We recently implemented new incentive programs for KJTL’s advertisers and are working to improve the brand recognition of this station, with the goal of increasing the demand for the station’s inventory and improving the station’s advertising rates.

WJET and WFXP (Erie, Pennsylvania)

Market Profile. Erie, Pennsylvania is the 143rd-largest DMA in the United States, with a population of approximately 413,000 and 159,000 television households as of December 31, 2002. Cable penetration in the Erie market is estimated to be 69% as of December 31, 2002. The Erie television market is expected to grow at a compound annual rate of 4.8% from 2002 to 2007. Average household income is estimated to be $39,120 as of December 31, 2002.

The table below provides an overview of the four commercial stations in the Erie, Pennsylvania DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
WJET	24	ABC	Nexstar Broadcasting Group	14	13	15	15	14
WFXP	66	Fox	Mission Broadcasting	5	6	5	4	5
WICU	12	NBC	SJL Broadcast Management Corp.	16	16	15	12	16
WSEE	35	CBS	Initial Broadcasting of PA	17	15	19	15	18

WJET

Station Profile. We acquired WJET, an ABC affiliate, in January 1998. For the May 2003 ratings period, WJET ranked third in its market overall. The station’s syndicated programming includes Frasier , Seinfeld and Everybody Loves Raymond .

We purchased WJET from the family who founded the station over 40 years ago. Through cost reductions, the station’s cash flow margin has improved to more than 35.0% for the year ended December 31, 2002 from a negative cash flow position at acquisition. Building on its top-ranked evening newscast, we launched a morning news program three months after acquisition that also achieved top ranking within 15 months. WJET operates the most powerful local weather radar in the market, and we believe the station can continue to grow revenue and cash flow through a refocused local sales effort and aggressive promotional and community involvement.

WFXP

Station Profile. We began our time brokerage agreement with WFXP, a Fox affiliate, in August 1998. In November 1998, Mission acquired WFXP. For the May 2003 ratings period, WFXP ranked fourth in its market. The station’s syndicated programming includes Friends , The Simpsons and That 70’s Show .

Since the station began operating under the time brokerage agreement with WJET, WFXP’s cash flow has significantly increased, as it has been able to utilize WJET’s existing asset base and the efficiencies afforded by this agreement. We have made significant investments to strengthen WFXP’s local news product and syndicated programming in order to improve ratings. We have also doubled the size of the local sales force at WFXP to continue to drive local revenue growth, and as a result, the station has increased its revenue share.

KSNF and KODE (Joplin, Missouri-Pittsburg, Kansas)

Market Profile. Joplin, Missouri-Pittsburg, Kansas is the 145th-largest DMA in the United States, with a population of approximately 393,000 and 155,000 television households as of December 31, 2002. Cable penetration in the Joplin-Pittsburg market is estimated to be 50% as of December 31, 2002. The Joplin-Pittsburg television market is expected to grow at a compound annual rate of 2.1% from 2002 to 2007. Average household income is estimated to be $34,898 as of December 31, 2002.

The table below provides an overview of the three commercial stations in the Joplin, Missouri-Pittsburg, Kansas DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
KSNF	16	NBC	Nexstar Broadcasting Group	13	14	15	12	16
KODE	12	ABC	Mission Broadcasting	10	11	14	10	12
KOAM	7	CBS	Saga Communications Inc.	20	19	20	16	18

KSNF

Station Profile. We acquired KSNF, an NBC affiliate, in January 1998. For the May 2003 ratings period, KSNF ranked second in its market. The station’s syndicated programming includes Friends, Judge Judy and Montel Williams .

Since acquisition, we hired ten new employees including three department managers, two salespeople and a competitor’s on-air professional. In addition, we launched a 6:00 a.m. and a 5:00 p.m. newscast, both of which are now ranked number one in the market. In aggregate, the station has increased its total locally produced news programming by 118% to 18.5 hours per week. KSNF’s newscasts are the market leaders in targeted demographics, and in 1999, KSNF won the prestigious Edward R. Murrow Award for the best small market newscast in the Midwest region. We believe that KSNF is well positioned to continue to achieve revenue growth and capitalize on the market’s growing economy by leveraging the station’s number one news position with its experienced local sales team. We continued to distinguish our weather coverage by adding new weather graphics to the market’s most powerful local radar unit.

KODE

Station Profile. Mission acquired KODE, an ABC affiliate, in September 2002. From December 2001 through September 2002, Mission provided the programming and sold the advertising time on KODE pursuant to a time brokerage agreement. For the May 2003 ratings period, KODE ranked third in its market. The station’s syndicated programming includes Seinfeld , Jeopardy and The Oprah Winfrey Show .

Through its shared services agreement with KSNF, KODE achieved cost savings of approximately $800,000 by eliminating redundant positions and other expenses. In addition, Mission hired a new general manager who has significant experience in the market, to oversee sales and programming functions at KODE. He previously served as general sales manager of KOAM, the CBS affiliate in the market.

WTWO and WBAK (Terre Haute, Indiana)

Market Profile. Terre Haute, Indiana is the 146th-largest DMA in the United States, with a population of approximately 393,000 and 154,000 television households as of December 31, 2002. Cable penetration in the Terre Haute market is estimated to be 56% as of December 31, 2002. The Terre Haute television market is expected to grow at a compound annual rate of 4.5% from 2002 to 2007. Average household income is estimated to be $35,173 as of December 31, 2002.

The table below provides an overview of the three commercial stations in the Terre Haute, Indiana DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
WTWO	2	NBC	Nexstar Broadcasting Group	13	13	15	13	14
WBAK	38	Fox	Indiana Broadcasting Partners ¹	4	4	4	3	3
WTHI	10	CBS/UPN	Emmis Communications	24	20	23	18	22

Operated by Mission Broadcasting pursuant to a time brokerage agreement with Indiana Broadcasting Partners, a subsidiary of Bahakel Communications.

WTWO

Station Profile. We acquired WTWO, an NBC affiliate, in April 1997. For the May 2003 ratings period, WTWO ranked second in its market. The station’s syndicated programming includes The Oprah Winfrey Show , Jeopardy and Wheel of Fortune .

Since acquisition, we have replaced the general manager, sales manager, operations manager, news director and promotion manager. We completely replaced the sales force and increased the number of account executives from five to seven. We added a noon newscast and the market’s only 5:00 p.m. newscast to our programming. WTWO is the leader in the morning news time period and is also recognized as a weather leader in the market as a result of our investment in local radar, more than a dozen remote weather stations, state-of-the-art weather graphics equipment and severe weather tracking equipment. We believe that WTWO is well-positioned to continue to achieve revenue growth by leveraging the station’s news position with its experienced local sales team. Furthermore, we believe that additional revenue growth will be driven by non-traditional opportunities from sources such as the television and radio broadcast rights for Indiana State University sporting events, which we obtained in 1999.

WBAK

Station Profile. On May 9, 2003, Mission entered into an agreement to acquire substantially all of the assets of WBAK, a Fox affiliate, from Indiana Broadcasting Partners, a subsidiary of Bahakel Communications, for $3.0 million. The acquisition is expected to close in the fourth quarter of 2003, subject to FCC consent. Mission began operating the station pursuant to a time brokerage agreement on May 9, 2003 and concurrently entered into a shared services agreement and joint sales agreement with us, pursuant to which Nexstar-owned WTWO provides sales, production, engineering, traffic and other services to WBAK. For the May 2003 ratings period, WBAK ranked third in its market. WBAK’s syndicated programming includes Seinfeld , Friends and Frasier .

KMID (Odessa-Midland, Texas)

Market Profile. Odessa-Midland, Texas is the 158th-largest DMA in the United States, with a population of approximately 372,000 and 134,000 television households as of December 31, 2002. Cable penetration in the Odessa-Midland market is estimated to be 74% as of December 31, 2002. The Odessa-Midland television market is expected to grow at a compound annual rate of 3.6% from 2002 to 2007. Average household income is estimated to be $41,203 as of December 31, 2002.

The table below provides an overview of the six commercial stations in the Odessa-Midland, Texas DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
KMID	2	ABC	Nexstar Broadcasting Group	7	8	10	8	8
KOSA	7	CBS	ICA Broadcasting	13	14	15	12	13
KWES	9	NBC	Drewry Communications Group	11	13	13	11	12
KUPB	18	UNI	Entravision Holdings	6	6	5	5	5
KTLE-LP	20	TEL	Adelante Television LP	2	—	1	—	2
KPEJ	24	Fox/UPN	Communications Corporation of America	7	5	7	5	5

Station Profile. We acquired KMID, an ABC affiliate, in September 2000. For the May 2003 ratings period, KMID tied for third in its market. The station’s syndicated programming includes The Oprah Winfrey Show , Wheel of Fortune and Jeopardy .

Since acquiring KMID, we have replaced the general manager and sales manager with individuals who have experience in larger Texas markets. We believe that our capital expenditure investment of approximately

$765,000 since acquisition has significantly enhanced the news product and local commercial production capability of KMID. In addition, we have introduced our sales training and inventory management techniques to our sales force in order to achieve future revenue growth. As an example of our focus on local sports coverage, the station televised a live exhibition baseball game between the Oakland Athletics and their AA affiliate, the Midland Rockhounds, from the new multi-million dollar sports facility in Midland.

KTAB and KRBC (Abilene-Sweetwater, Texas)

Market Profile. Abilene-Sweetwater, Texas is the 163rd-largest DMA in the United States, with a population of approximately 310,000 and 116,000 television households as of December 31, 2002. Cable penetration in the Abilene-Sweetwater market is estimated to be 62% as of December 31, 2002. The Abilene-Sweetwater television market is expected to grow at a compound annual rate of 4.2% from 2002 to 2007. Average household income is estimated to be $36,781 as of December 31, 2002.

The table below provides an overview of the five commercial stations in the Abilene-Sweetwater, Texas DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
KTAB	32	CBS	Nexstar Broadcasting Group	15	15	15	13	16
KRBC	9	NBC	Mission Broadcasting	10	10	11	8	10
KTXS	12	ABC	Wilson, Larry	12	13	14	9	11
KXVA	15	Fox	Star Broadcasting Co.	4	4	5	3	4
KIDZ-LP	42	UPN/PAX	Sage Broadcasting Corp.	2	—	1	2	2

KTAB

Station Profile. We acquired KTAB, a CBS affiliate, in August 1999. For the May 2003 ratings period, KTAB ranked first in its market. The station’s syndicated programming includes The Oprah Winfrey Show , Wheel of Fortune and Jeopardy .

Since acquiring KTAB, we have made substantial operating improvements and rebuilt the station’s news, promotion, sales and personnel infrastructure. We replaced the general manager with an individual who has local market experience and increased the number of sales account executives from two to six. We recently added a new account executive in Brownwood, the fastest growing city in the market. With the launch of a 90-minute early news program, we have increased locally produced news programming by 162% to 17 hours per week. We utilize remote weather equipment and weather vehicles to position KTAB as a weather leader in the Abilene-Sweetwater DMA.

KRBC

Station Profile. Mission purchased KRBC, an NBC affiliate, from LIN Television on June 13, 2003. Mission began providing programming to and selling the advertising time for KRBC under a local marketing agreement in January 2003. Upon the closing of the acquisition, Mission entered into a shared services agreement with us, pursuant to which Nexstar-owned KTAB provides news, production, technical maintenance and security for KRBC. For the May 2003 ratings period, KRBC ranked third in its market. The station’s syndicated programming includes Entertainment Tonight , The Maury Povich Show and King of the Hill .

Under the shared services agreement, we have achieved operating efficiencies by reducing staff and redundant expenses. Mission has hired a new station manager for KRBC with prior sales experience in the market. The new station manager has increased the size of the local sales staff and implemented Mission sales systems and inventory management techniques.

WDHN (Dothan, Alabama)

Market Profile . Dothan, Alabama is the 171st-largest DMA in the United States, with a population of approximately 246,000 and 98,000 television households as of December 31, 2002. Cable penetration in the Dothan market is estimated to be 69% as of December 31, 2002. The Dothan television market is expected to grow at a compound annual rate of 4.3% from 2002 to 2007. Average household income is estimated to be $35,442 as of December 31, 2002.

The table below provides an overview of the three commercial television stations in the Dothan, Alabama DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
WDHN	18	ABC	Nexstar Broadcasting Group	7	6	7	6	6
WTVY	4	CBS	Gray Television Inc	20	21	26	18	22
WDFX	34	Fox	Roycom Media Incorporated	5	5	4	4	4

Station Profile . Nexstar purchased WDHN, an ABC affiliate, from Morris Multimedia on August 1, 2003. Nexstar began providing programming to and selling the advertising time for WDHN under a time brokerage agreement in February of 2003. For the May 2003 ratings period, WDHN ranked second in its market. The station’s syndicated programming includes Montel Williams , Dr. Phil and Judge Judy .

We believe that WDHN has considerable upside in all aspects of sales, and we have implemented many of our sales systems since taking over the station. WDHN will add a 6:00 p.m. newscast in the fall, and we have identified numerous programming changes which we believe will generate higher ratings and revenue. We plan to make strategic capital investments to improve the operating capabilities in news, commercial production, and sales. We have hired a new general manager with significant operating experience in larger television markets.

KQTV (St. Joseph, Missouri)

Market Profile. St. Joseph, Missouri is the 193rd-largest DMA in the United States, with a population of approximately 152,000 and 58,000 television households as of December 31, 2002. Cable penetration in the St. Joseph market is estimated to be 65% as of December 31, 2002. The St. Joseph television market is expected to grow at a compound annual rate of 4.2% from 2002 to 2007. Average household income is estimated to be $36,619 as of December 31, 2002.

Station Profile. We acquired KQTV, an ABC affiliate, in April 1997. KQTV is the only commercial television station in the St. Joseph, Missouri DMA. The station’s syndicated programming includes The Oprah Winfrey Show , Wheel of Fortune and Friends .

As the only commercial television station in the market, we have considerable influence on advertising rates due to the lack of commercial advertising alternatives. Additionally, since acquiring KQTV, we have been able to attract advertising revenue from the nearby Kansas City market, which has a DMA rank of 33. We have implemented new sales promotions and increased promotional activity in adjacent counties and towns to capitalize on KQTV’s award-winning news and children’s programming. In addition, we have increased our total locally produced news programming by 37% to 18.5 hours per week in order to create additional sales inventory.

KSAN (San Angelo, Texas)

Market Profile . San Angelo, Texas is the 196th-largest DMA in the United States, with a population of approximately 142,000 and 54,000 television households as of December 31, 2002. Cable penetration in the San Angelo market is estimated to be 72% as of December 31, 2002. The San Angelo television market is expected to grow at a compound annual rate of 4.2% from 2002 to 2007. Average household income is estimated to be $38,330 as of December 31, 2002.

The table below provides an overview of the five commercial television stations in the San Angelo, Texas DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
KSAN	3	NBC	Mission Broadcasting	8	7	7	7	9
KIDY	6	Fox/UPN	Sage Broadcasting Corp	5	5	7	6	6
KLST	8	CBS	Jewell TV Corp	24	23	24	21	25
KEUS-LP	31	UNI	Entravision Holdings	—	—	4	—	3
KTXE-LP	38	ABC	Wilson, Larry	—	—	4	3	4

Station Profile . Mission acquired KSAN, an NBC affiliate, from LIN Television on June 13, 2003. Mission began operating KSAN, which was called KACB until October 30, 2003, under a local marketing agreement in January 2003. Upon the closing of the acquisition, Mission entered into a shared services agreement with us, pursuant to which Nexstar-owned KTAB provides news, production, technical maintenance and security for KSAN. For the May 2003 ratings period, KSAN ranked second in its market. The station’s syndicated programming includes The Maury Povich Show, King of the Hill and Entertainment Tonight.

Mission has employed a new station manager for KSAN with significant sales management experience. The new station manager has increased the size of the local sales staff and has implemented Mission’s sales systems and inventory management techniques. We and Mission have developed a plan to improve the news operations of the stations through strategic capital investment and the addition of a dedicated meteorologist plus improved weather equipment.

Quorum Portfolio:

The following is a description of the stations currently in Quorum’s portfolio and the markets that they serve. We derived the information relating to DMAs from BIA Investing in Television 2003 2nd Edition. We have excluded non-commercial stations, religious stations, cable program services or networks, and stations, other than those that Quorum owns or provides services to, whose audience shares from Sunday to Saturday 9 a.m. to midnight were not measurable.

WHAG (Washington, DC/Hagerstown, Maryland)

Market Profile. WHAG is located within the Washington, DC DMA, the 8th largest DMA in the United States. However, the WHAG signal does not reach the entire Washington, DC metropolitan area. WHAG serves a sub-market within the DMA that includes Allegany, Frederick and Washington Counties in Maryland, Franklin and Fulton Counties in Pennsylvania, Frederick County in Virginia, and Berkley, Jefferson, Morgan and Hampshire Counties in West Virginia. According to the Nielsen Station Index May 2003 , these counties have a population of approximately 495,000 households and a cable penetration rate of 76%.

The table below provides an overview of the seven commercial television stations in the Washington, DC DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
WHAG	25	NBC	Quorum Broadcasting Co.	—	1	—	—	—
WTTG	5	Fox	Fox Television Stations Inc	10	11	11	9	9
WRC	4	NBC	NBC/GE	11	11	11	10	12
WJLA	7	ABC	Allbritton Communications Co	9	9	10	8	9
WUSA	9	CBS	Gannett Company Inc	11	11	10	9	11
WDCA	20	UPN	Fox Television Stations Inc	3	3	3	3	3
WBDC	50	WB	Tribune Company	5	4	4	4	4

Station Profile . Quorum acquired WHAG, an NBC affiliate, in December 1998. WHAG’s syndicated programming includes The Oprah Winfrey Show , Wheel of Fortune and Jeopardy .

We have identified strategic cost reductions that will immediately improve station operating margins. WHAG will benefit from our inventory pricing and management techniques. By focusing on more efficient sales

projects and promotions, we expect to improve incremental revenue results and at the same time reduce the cost of sales at WHAG. By deploying our inventory rate policies and procedures, we believe that WHAG will see significant increases in political revenue during periods of political demand.

KOLR and KDEB (Springfield, Missouri)

Market Profile. Springfield, Missouri is the 73rd-largest DMA in the United States, with a population of over 1.0 million and 404,000 television households as of December 31, 2002. Cable penetration in the Springfield market is estimated to be 44% as of December 31, 2002. The Springfield television market is expected to grow at a compound annual rate of 3.5% from 2002 to 2007. Average household income is estimated to be $34,911 as of December 31, 2002.

The table below provides an overview of the four commercial television stations in the Springfield, Missouri DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
KOLR	10	CBS	VHR Broadcasting	15	16	17	14	16
KDEB	27	Fox	Quorum Broadcasting Co.	7	7	7	7	6
KYTV	3	NBC	Schurz Communications Inc	21	19	19	17	20
KSPR	33	ABC	Piedmont Television	6	6	7	5	7

KOLR

Station Profile. VHR acquired KOLR, a CBS affiliate, in November 1998 and entered into shared services and joint sales agreements with Quorum’s KDEB on February 16, 1999. For the May 2003 ratings period, KOLR ranked second in its market. The station’s syndicated programming includes Entertainment Tonight , Judge Judy and Starting Over .

KDEB

Station Profile. Quorum acquired KDEB, a Fox affiliate, in May 1998. For the May 2003 ratings period, KDEB ranked third in its market. The station’s syndicated programming includes Friends , Seinfeld and That 70’s Show .

We believe that KOLR and KDEB will benefit and increase revenue share through the integration of our sales systems. We have identified strategic cost reductions that we expect will increase cash flow. The stations will benefit from regular strategic planning meetings with our existing stations in Missouri. We expect to grow news ratings and revenue due to our existing news base, which far exceeds that of prior ownership. We intend to utilize our leveraged buying power to reduce cash film payments.

WFFT (Ft. Wayne, Indiana)

Market Profile. Ft. Wayne, Indiana is the 104th-largest DMA in the United States, with a population of approximately 694,000 and 266,000 television households as of December 31, 2002. Cable penetration in the Ft. Wayne market is estimated to be 52% as of December 31, 2002. The Ft. Wayne television market is expected to grow at a compound annual rate of 4.0% from 2002 to 2007. Average household income is estimated to be $44,674 as of December 31, 2002.

The table below provides an overview of the four commercial television stations in the Ft. Wayne, Indiana DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
WFFT	55	Fox	Quorum Broadcasting Co.	7	8	7	6	6
WANE	15	CBS	LIN Television Corp	20	18	20	15	18
WPTA	21	ABC	Granite Broadcasting Corp	15	14	15	13	14
WISE	33	NBC	New Vision Group Inc	11	11	12	11	12

Station Profile . Quorum acquired WFFT, a Fox affiliate, in December 1998. For the May 2003 ratings period, WFFT ranked fourth in its market. The station’s syndicated programming includes Seinfeld , That 70’s Show and King of The Hill .

We believe that better inventory management and integration of our sales systems will yield a better share of local and national revenue. We believe we can reduce program payments, and have identified specific strategic cost reductions to improve WFFT’s operating margin. We are exploring options to add local news, either through a strategic partnership or station origination.

KAMR, KCIT and KCPN-LP (Amarillo, Texas)

Market Profile . Amarillo, Texas is the 129th-largest DMA in the United States, with a population of approximately 515,000 and 192,000 television households as of December 31, 2002. Cable penetration in the Amarillo market is estimated to be 63% as of December 31, 2002. The Amarillo television market is expected to grow at a compound annual rate of 4.4% from 2002 to 2007. Average household income is estimated to be $41,453 as of December 31, 2002.

The table below provides an overview of the five commercial television stations in the Amarillo, Texas DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
KAMR	4	NBC	Quorum Broadcasting Co.	9	8	9	9	11
KCIT	14	Fox	Mission of Amarillo	5	5	7	4	4
KCPN-LP	33	—	Mission of Amarillo	—	—	—	—	—
KVII	7	ABC	New Vision Group Inc	14	13	16	14	15
KFDA	10	CBS/UPN	Drewry Communications Group	16	17	14	13	15

KAMR

Station Profile. Quorum acquired KAMR, an NBC affiliate, in April 1999. For the May 2003 ratings period, KAMR ranked third in its market. KAMR’s syndicated programming includes Entertainment Tonight, Montel Williams and The Maury Povich Show.

KCIT/KCPN-LP

Station Profile. Mission of Amarillo acquired KCIT/KCPN-LP in May 1999 and entered into shared services and joint sales agreements with KAMR on May 1, 1999. KCIT is a Fox affiliate, and KCPN-LP is an independent. For the May 2003 ratings period, KCIT ranked fourth in its market. KCIT’s syndicated programming includes Everybody Loves Raymond, Friends and That 70’s Show. KCPN-LP ’s syndicated programming includes King of the Hill, Spin City and Becker.

We plan to develop strategic marketing partnerships with regional advertisers as a result of our extensive coverage in West Texas. We believe that KAMR and KCIT will benefit from our presence in other adjacent and similar Texas markets. We will utilize our operating experience and expertise in news and promotion to grow news ratings and revenue. We have identified cost reductions that we expect will provide improvement in operating margins and cash flow. We believe our sales systems will improve inventory management and revenue share, particularly during political campaigns.

KARD (Monroe, Louisiana- El Dorado, Arkansas)

Market Profile . Monroe, Louisiana-El Dorado, Arkansas is the 133rd-largest DMA in the United States, with a population of approximately 483,000 and 181,000 television households as of December 31, 2002. Cable penetration in the Monroe-El Dorado market is estimated to be 65% as of December 31, 2002. The Monroe-El Dorado television market is expected to grow at a compound annual rate of 1.8% from 2002 to 2007. Average household income is estimated to be $34,714 as of December 31, 2002.

The table below provides an overview of the four commercial television stations in the Monroe, Louisiana-El Dorado, Arkansas DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
KARD	14	Fox	Quorum Broadcasting Co.	4	5	4	4	4
KNOE	8	CBS	Noe Corp	25	26	25	22	23
KTVE	10	NBC	Piedmont TV LLC	10	9	10	9	12
KAQY	11	ABC	Monroe Broadcasting	4	4	4	3	3

Station Profile . Quorum acquired KARD, a Fox affiliate, in May 1998. Quorum entered into shared services and joint sales agreements with Piedmont’s station KTVE, an NBC affiliate, on March 21, 2001. For the May 2003 ratings period, KARD ranked tied for third in its market, and KTVE ranked second. KARD’s syndicated programming includes Friends , Seinfeld and Entertainment Tonight . KTVE’s syndicated programming includes The Oprah Winfrey Show , Jeopardy and Montel Williams .

Pursuant to a shared services agreement between Quorum and Piedmont, KARD and Piedmont’s station KTVE share the cost of certain services, including news production, technical maintenance, security and promotion services and not including the services of senior management, personnel or programming. Pursuant to a joint sales agreement between Quorum and Piedmont, KTVE sells the advertising time on KARD. As a result of this arrangement, KARD receives approximately one-third, and KTVE receives approximately two-thirds, of the available cash generated by the two stations. Quorum and Piedmont also have entered into a right of first refusal agreement related to the sale of either station. The Quorum acquisition will not trigger any obligations or rights of the parties under this agreement.

WQRF (Rockford, Illinois)

Market Profile . Rockford, Illinois is the 135th-largest DMA in the United States, with a population of approximately 460,000 and 177,000 television households as of December 31, 2002. Cable penetration in the Rockford market is estimated to be 68% as of December 31, 2002. The Rockford television market is expected to grow at a compound annual rate of 4.2% from 2002 to 2007. Average household income is estimated to be $45,141 as of December 31, 2002.

The table below provides an overview of the four commercial television stations in the Rockford, Illinois DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
WQRF	39	Fox	Quorum Broadcasting Co.	7	7	9	5	8
WREX	13	NBC	Quincy Newspapers Inc	16	15	17	13	16
WTVO	17	ABC	Young Broadcasting Inc	11	12	13	9	10
WIFR	23	CBS	Gray Television Inc	16	14	15	12	15

Station Profile . Quorum acquired WQRF, a Fox affiliate, in May 1998. For the May 2003 ratings period, WQRF ranked fourth in its market. The stations syndicated programming includes Everybody Loves Raymond , Friends and That 70’s Show .

We plan to grow local share in the market by focusing on additional special projects and improving inventory pricing and management. We have identified specific expense savings that we believe will provide immediate increases in cash flow. We will explore a strategic partnership in the market consistent with our operating history, and we are exploring the addition of local news to WQRF.

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KLBK and KAMC (Lubbock, Texas)

Market Profile. Lubbock, Texas is the 147th-largest DMA in the United States, with a population of approximately 412,000 and 151,000 television households as of December 31, 2002. Cable penetration in the Lubbock market is estimated to be 56% as of December 31, 2002. The Lubbock television market is expected to grow at a compound annual rate of 4.4% from 2002 to 2007. Average household income is estimated to be $41,983 as of December 31, 2002.

The table below provides an overview of the six commercial television stations in the Lubbock, Texas DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
KLBK	13	CBS	Quorum Broadcasting Co.	13	13	13	12	13
KAMC	28	ABC	VHR Broadcasting	8	9	10	10	10
KCBD	11	NBC	Liberty Corp	20	21	20	18	21
KJTV	34	Fox	Ramar Communications Inc	6	9	7	8	7
KUPT-TV	22		Woods Communications Corporation	—	—	—	—	—
KPTB	16	IND	Prime Time Christian Broadcasting Inc.	—	—	—	—	—

KLBK

Station Profile. Quorum acquired KLBK, a CBS affiliate, in May 1998 and entered into shared services and joint sales agreements with VHR’s KAMC on February 16, 1999. For the May 2003 ratings period, KLBK ranked second in its market. KLBK’s syndicated programming includes Judge Judy , Who Wants To Be a Millionaire? and The Maury Povich Show .

KAMC

Station Profile. VHR acquired KAMC, an ABC affiliate, in January 1999 and entered into shared services and joint sales agreements with Quorum’s KLBK on February 16, 1999. For the May 2003 ratings period, KAMC ranked third in it market. KAMC’s syndicated programming includes Entertainment Tonight , Montel Williams and Live With Regis and Kelly .

We believe that KAMC and KLBK will benefit from our operations in other adjacent and similar West Texas markets, and that these stations can develop strategic marketing partnerships with regional advertisers. We will utilize the operating experience of KAMC and KLBK and expertise in news and promotion to grow news ratings and revenue.

WFXV and WPNY-LP (Utica, New York)

Market Profile . Utica, New York is the 167th-largest DMA in the United States, with a population of approximately 273,000 and 106,000 television households as of December 31, 2002. Cable penetration in the Utica market is estimated to be 77% as of December 31, 2002. The Utica television market is expected to grow at a compound annual rate of 4.5% from 2002 to 2007. Average household income is estimated to be $35,219 as of December 31, 2002.

The table below provides an overview of the four commercial television stations in the Utica, New York DMA:

				Audience Share Summary 9 AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
WFXV	33	Fox	Quorum Broadcasting Co.	4	4	4	4	3
WPNY-LP	11	UPN	Quorum Broadcasting Co.	—	2	2	3	2
WKTV	2	NBC	Smith Broadcasting Group	21	22	23	18	20
WUTR	20	ABC	Clear Channel Communications	7	7	8	8	8

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WFXV

Station Profile . Quorum acquired WFXV, a Fox affiliate, in July 1998. For the May 2003 ratings period, WFXV ranked third in its market. WFXV’s syndicated programming includes Everybody Loves Raymond, Friends and The Simpsons.

WPNY-LP

Station Profile . Quorum acquired WPNY-LP, a UPN affiliate, in July 1998. For the May 2003 ratings period, WPNY ranked fourth in its market WPNY-LP ’s syndicated programming includes Judge Judy, That 70’s Show and Judge Joe Brown.

We believe that WFXV and WPNY-LP will benefit from relationships and strategic marketing partnerships with existing regional advertisers. We will evaluate alternative operating opportunities, including the utilization of our management from the adjacent Rochester, New York, market. We believe we can grow local and national revenue shares through the implementation of our sales systems, and an improved focus on sales projects and promotions.

KSVI and KHMT (Billings, Montana)

Market Profile . Billings, Montana is the 170th-largest DMA in the United States, with a population of approximately 252,000 and 101,000 television households as of December 31, 2002. Cable penetration in the Billings market is estimated to be 56% as of December 31, 2002. The Billings television market is expected to grow at a compound annual rate of 3.1% from 2002 to 2007. Average household income is estimated to be $39,311 as of December 31, 2002.

The table below provides an overview of the four commercial television stations in the Billings, Montana DMA:

				Audience Share Summary 9AM to Midnight (%)
Calls	Channel	Affiliation	Owner	May-03	Feb-03	Nov-02	Jul-02	May-02
KSVI	6	ABC	Quorum Broadcasting Co.	6	7	8	6	7
KHMT	4	Fox	VHR Broadcasting	4	4	4	3	5
KTVQ	2	CBS	Evening Post Publishing	21	21	25	20	24
KULR	8	NBC	Dix Communications	13	12	16	13	16

KSVI

Station Profile . Quorum acquired KSVI, an ABC affiliate, in December 1998. For the May 2003 ratings period, KSVI ranked number three in its market. KSVI’s syndicated programming includes Everybody Loves Raymond, Seinfeld and Frasier .

KHMT

Station Profile . VHR Broadcasting of Billings, LLC acquired KHMT, a Fox affiliate, in January 2002 and assumed the Time Brokerage Agreement between the previous licensee of KHMT and Quorum’s KSVI at that same time. For the May 2003 ratings period, KHMT ranked number four in its market. KHMT’s syndicated programming includes King of The Hill, That 70’s Show and The Simpsons.

We believe that we can use Nexstar’s operating experience and expertise in sales and promotion to grow revenues and ratings for both stations. Prior to VHR’s acquisition, the stations had reentered the news business, but have yet to develop audience loyalty. We have identified strategic cost reductions that we believe will immediately improve station cash flow and margins. We expect that our increased focus on sales projects and promotions, combined with better inventory management will improve the stations’ revenue share.

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Trademarks

This prospectus makes reference to our trademarks. We also refer to the following trademarks/tradenames which are owned by the third parties referenced in parentheses: The Simpsons, Divorce Court, CSI: Crime Scene Investigation, M.A.S.H., 24 and King of the Hill (20th Century Fox Film Corporation); Seinfeld, Ricki Lake, The Steve Harvey Show (Columbia Tristar Television Distribution, a unit of Sony Pictures); Judge Judy, Entertainment Tonight, Spin City, Montel Williams, Frasier, The Practice, Cheers, Becker and Judge Joe Brown (Paramount Distribution, a division of Viacom Inc.); Friends and E.R. (Warner Brothers Domestic Television Distribution, a division of Time Warner Entertainment Co. LP); The Maury Povich Show (Studios USA Television Distribution LLC); Everybody Loves Raymond (Eyemark Entertainment); That 70’s Show and Third Rock from the Sun (Carsey Werner Distribution LLC), The Oprah Winfrey Show, Wheel of Fortune, Jeopardy, Hollywood Squares and Dr. Phil (King World Productions, Inc.) and The Hughleys (20th Television, Inc.); Starting Over (NBC Enterprises Domestic Syndication); Live with Regis and Kelly and Who Wants to be a Millionaire ? (Buena Vista).

Competition

Our stations directly compete for audience share, programming and advertising revenue with the other television broadcast stations in each of our markets. Information on our audience share for recent periods as compared to our direct competitors is set forth in the tables above. We also compete generally for audience share and advertising revenue with all other advertising outlets, including radio stations, cable television, newspapers and the Internet. On a larger scale, we compete for audience share against all the other leisure activities in which one could choose to engage rather than watch television. For more information about competition in our industry generally, see “—Competition in the Television Industry.”

Industry Background

Industry Overview

All television stations in the country are grouped by A.C. Nielsen Company, a national audience measuring service, into 210 generally recognized television markets, known as designated market areas, or DMAs, that are ranked in size according to various metrics based upon actual or potential audience. Each DMA is an exclusive geographic area consisting of all counties in which the home-market commercial stations receive the greatest percentage of total viewing hours. A.C. Nielsen periodically publishes data on estimated audiences for the television stations in the various television markets throughout the country. The estimates are expressed in terms of a “rating,” which is a station’s percentage of the total potential audience in the market, or a “share,” which is the station’s percentage of the audience actually watching television. A.C. Nielsen provides these data on the basis of local television households and selected demographic groupings in the market. A.C. Nielsen uses two methods of determining a station’s ratings. In larger geographic markets, A.C. Nielsen uses a combination of meters connected directly to selected television sets and weekly diaries of television viewing, while in smaller markets A.C. Nielsen uses only weekly diaries.

Whether or not a station is affiliated with one of the four major networks (NBC, ABC, CBS or Fox) has a significant impact on the composition of the station’s revenues, expenses and operations. A typical network affiliate receives a significant part of its programming including during prime-time hours from the network. This programming, along with cash payments for NBC, ABC and CBS affiliates, is provided to the affiliate by the network in exchange for a substantial majority of the advertising time during network programs. The network then sells this advertising time and retains the revenues. The affiliate retains the revenues from the remaining advertising time sold during network programs and from advertising time sold during non-network programs.

Broadcast television stations compete for advertising revenues primarily with other commercial broadcast television stations, and, to a lesser extent, with newspapers, radio stations and cable system operators serving the same market. Non-commercial, religious and Spanish-language broadcasting stations in many markets also compete with commercial stations for viewers. In addition, the Internet and other leisure activities may draw viewers away from commercial television stations.

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Television Broadcasting History

Commercial television broadcasting began in the United States on a regular basis in the 1940s. There are a limited number of channels available for broadcasting in any one geographic area. Television stations can be distinguished by the frequency on which they broadcast. Television stations that broadcast over the very high frequency or VHF band (channels 2-13) of the spectrum generally have some competitive advantage over television stations which broadcast over the ultra-high frequency or UHF band (channels above 13) of the spectrum because the former usually have better signal coverage and operate at a lower transmission cost. However, the improvement of UHF transmitters and receivers, the complete elimination from the marketplace of VHF-only receivers and the expansion of cable television systems have reduced the VHF signal advantage. Any disparity between VHF and UHF is likely to diminish even further in the coming era of digital television.

Through the 1970s, network television broadcasters enjoyed virtual dominance in viewership and television advertising revenue because network-affiliated stations competed only with each other in most local markets. Beginning in the 1980s and continuing through today, however, this level of dominance changed as more local stations were authorized by the FCC and marketplace choices expanded with the growth of independent stations, new networks such as UPN, WB and PAX, and cable and satellite television services.

Cable television systems, which grew at a rapid rate beginning in the early 1970s, were initially used to retransmit broadcast television programming to paying subscribers in areas with poor broadcast signal reception. In the aggregate, cable-originated programming has emerged as a significant competitor for viewers of broadcast television programming. With the increase in cable penetration, the advertising share of cable networks has increased. Notwithstanding these increases in cable viewership and advertising, over-the-air broadcasting remains the primary distribution system for mass market television advertising. Basic cable penetration (the percentage of television households which are connected to a cable system) in our television markets ranges from 50.0% to 80.0%.

Direct broadcast satellite, or DBS, systems have also rapidly increased their penetration rate in the last decade, capturing more than 16% of U.S. households. DBS services provide nationwide distribution of video programming (including in some cases pay-per-view programming and programming packages unique to DBS) using small receiving dishes and digital transmission technologies. In November 1999, Congress passed the Satellite Home Viewer Improvement Act, which gives DBS operators the ability to distribute the signals of local television stations to subscribers in the stations’ local market areas, or local-into-local service. DirecTV and/or EchoStar currently provide satellite carriage of local stations in the Little Rock-Pine Bluff, Shreveport and Wilkes Barre-Scranton markets and have notified us that they intend to begin service in the Rochester market.

In acquiring programming to supplement network programming, network affiliates compete with other broadcasting stations in their markets. Cable systems generally do not compete with local stations for programming. In the past, the cost of programming increased dramatically, primarily because of an increase in the number of new independent stations and a shortage of desirable programming. Recently, however, program prices have stabilized as a result of increases in the supply of programming.

The FCC finalized its allotment of new advanced television channels to existing broadcast stations in the first half of 1998. Advanced television is a digital television, or DTV, transmission system that delivers improved video and audio signals including high definition television and also has substantial multiplexing and data transmission capabilities. For each licensed television station, the FCC has allocated a matching DTV channel. Under current FCC guidelines, all commercial television station operators were required to complete construction of and begin broadcasting with digital transmission systems no later than May 1, 2002, unless they obtained extensions of time. Network affiliated stations in the top 10 markets were required to begin digital broadcasting by May 1999, and in the top 30 markets by November 1, 1999. By the end of 2006, the FCC expects television broadcasters to cease non-digital broadcasting and return one of their channels to the U.S. government, provided that 85.0% of households within the relevant DMA have the capability to receive a digital signal.

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Advertising Sales

General

Television station revenue is primarily derived from the sale of local and national advertising. Television stations compete for advertising revenue primarily with other broadcast television stations, radio stations, cable system operators and programmers, and newspapers serving the same market.

All network-affiliated stations are required to carry advertising sold by their networks which reduces the amount of advertising time available for sale by our stations. Our stations sell the remaining advertising to be inserted in network programming and the advertising in non-network programming, retaining all of the revenue received from these sales. A national syndicated program distributor will often retain a portion of the available advertising time for programming it supplies in exchange for no fees or reduced fees charged to the stations for such programming. These programming arrangements are referred to as barter programming.

Advertisers wishing to reach a national audience usually purchase time directly from the networks, or advertise nationwide on a case-by-case basis. National advertisers who wish to reach a particular region or local audience often buy advertising time directly from local stations through national advertising sales representative firms. Local businesses purchase advertising time directly from the stations’ local sales staffs.

Advertising rates are based upon a number of factors, including:

•

a program’s popularity among the viewers that an advertiser wishes to target;

•

the number of advertisers competing for the available time;

•

the size and the demographic composition of the market served by the station;

•

the availability of alternative advertising media in the market area;

•

the effectiveness of the sales forces; and

•

development of projects, features and programs that tie advertiser messages to programming.

Advertising rates are also determined by a station’s overall ability to attract viewers in its market area, as well as the station’s ability to attract viewers among particular demographic groups that an advertiser may be targeting. Advertising revenue is positively affected by strong local economies, national and regional political election campaigns, and certain events such as the Olympic Games or the Super Bowl. Because television broadcast stations rely on advertising revenue, declines in advertising budgets, particularly in recessionary periods, adversely affect the broadcast industry, and as a result may contribute to a decrease in the revenue of broadcast television stations.

Local Sales

Local advertising time is sold by each station’s local sales staff who call upon advertising agencies and local businesses, which typically include car dealerships, retail stores and restaurants. Compared to revenue from national advertising accounts, revenue from local advertising is generally more stable and more controllable. We seek to attract new advertisers to television and to increase the amount of advertising time sold to existing local advertisers by relying on experienced local sales forces with strong community ties, producing news and other programming with local advertising appeal and sponsoring or co-promoting local events and activities. We place a strong emphasis on the experience of our local sales staff and maintain an on-going training program for sales personnel.

National Sales

National advertising time is sold through national sales representative firms which call upon advertising agencies, whose clients typically include automobile manufacturers and dealer groups, telecommunications companies, fast food franchisers, and national retailers (some of which may advertise locally).

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Network Affiliations

Each station is affiliated with its network pursuant to an affiliation agreement. The following table sets forth information about the network affiliations for the stations that we currently own and operate or provide services to and for the additional stations that we will own and operate or provide services to if we complete the Quorum acquisition. Shading indicates stations that Quorum currently owns and operates or provides services to.

Station	Market	Affiliation	Expiration
KRBC	Abilene-Sweetwater, TX	NBC	December 2010
KSAN	San Angelo, TX	NBC	December 2010
KSNF	Joplin, MO-Pittsburg, KS	NBC	December 2008
KFDX	Wichita Falls, TX-Lawton, OK	NBC	December 2008
KBTV	Beaumont-Port Arthur, TX	NBC	December 2008
WTWO	Terre Haute, IN	NBC	December 2008
WBRE	Wilkes Barre-Scranton, PA	NBC	December 2008
KARK	Little Rock-Pine Bluff, AR	NBC	December 2008
WBAK	Terre Haute, IN	Fox	June 2008
WYOU	Wilkes Barre-Scranton, PA	CBS	December 2007
KODE	Joplin, MO-Pittsburg, KS	ABC	December 2007
KQTV	St. Joseph, MO	ABC	April 2007
WCFN	Champaign-Springfield-Decatur, IL	UPN	April 2007
WFXP	Erie, PA	Fox	March 2006
KJTL	Wichita Falls, TX-Lawton, OK	Fox	June 2006
WROC	Rochester, NY	CBS	December 2005
KTAL	Shreveport, LA	NBC	December 2005
WMBD	Peoria-Bloomington, IL	CBS	September 2005
WCIA	Champaign-Springfield-Decatur, IL	CBS	September 2005
KMID	Odessa-Midland, TX	ABC	July 2005
WYZZ	Peoria-Bloomington, IL	Fox	June 2005
WJET	Erie, PA	ABC	January 2005
KTAB	Abilene-Sweetwater, TX	CBS	December 2004
WDHN	Dothan, AL	ABC	December 2004
KJBO-LP	Wichita Falls, TX-Lawton, OK	UPN	September 2004 ^***
KPOM/KFAA	Ft. Smith-Fayetteville-Springdale-Rogers, AR	NBC	January 2013
WFFT	Ft. Wayne, IN	Fox	December 2008
KHMT	Billings, MT	Fox	November 2008
WFXV	Utica, NY	Fox	June 2008
KDEB	Springfield, MO	Fox	April 2008
KARD	Monroe, LA-El Dorado, AR	Fox	April 2008
WQRF	Rockford, IL	Fox	April 2008
WHAG	Washington, DC ^*	NBC	December 2007
WPNY-LP	Utica, NY	UPN	April 2007
KCIT	Amarillo, TX	Fox	March 2006
KCPN-LP	Amarillo, TX	**
KAMR	Amarillo, TX	NBC	December 2005
KAMC	Lubbock, TX	ABC	October 2005
KLBK	Lubbock, TX	CBS	August 2005
KOLR	Springfield, MO	CBS	June 2005
KSVI	Billings, MT	ABC	February 2005

Although WHAG is located within the Washington, DC DMA, its signal does not reach the entire Washington, DC metropolitan area. WHAG serves the Hagerstown, MD sub-market within the DMA.

Not affiliated with a network.

***

Or upon 30 days prior written notice by UPN.

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Each affiliation agreement provides the affiliated station with the right to broadcast all programs transmitted by the network with which it is affiliated. In exchange, the network has the right to sell a substantial majority of the advertising time during these broadcasts. In addition, for each hour that the station elects to broadcast network programming, the network pays the station a fee (with the exception of Fox and UPN), specified in each affiliation agreement, which varies with the time of day. Typically, prime time programming (Monday through Saturday from 8:00 p.m. to 11:00 p.m., Eastern Standard Time and Sunday from 7:00 p.m. to 11:00 p.m., Eastern Standard Time) generates the highest hourly rates.

Competition in the Television Industry

Competition in the television industry takes place on several levels: competition for audience, competition for programming (including news) and competition for advertisers. Additional factors that are material to a television station’s competitive position include signal coverage and assigned frequency. The broadcasting industry is continually faced with technological change and innovation, the possible rise in popularity of competing entertainment and communications media, and governmental restrictions or actions of federal regulatory bodies, including the FCC and the Federal Trade Commission, any of which could have a material effect on our operations.

Audience

Stations compete for viewership generally against other leisure activities in which one could choose to engage rather than watch television. Broadcast stations compete for audience share specifically on the basis of program popularity, which has a direct effect on advertising rates. A portion of the daily programming on the NBC, CBS, ABC, Fox and UPN affiliated stations that we own or provide services to is supplied by the network with which each station is affiliated. In those periods, the stations are dependent upon the performance of the network programs in attracting viewers. Stations program non-network time periods with a combination of self-produced news, public affairs and other entertainment programming, including films and syndicated programs purchased for cash, cash and barter, or barter only.

Through the 1970s, network television broadcasting enjoyed virtual dominance in viewership and television advertising revenue because network-affiliated stations competed only with each other in most local markets. However, the development of methods of video transmission other than over-the-air broadcasting, and in particular the growth of cable television, has significantly altered competition for audience share in the television industry. In addition, DBS providers, such as DirecTV and EchoStar, offer nationwide distribution of video programming (including, in some cases, pay-per-view programming and programming packages unique to DBS) using small receiving dishes and digital transmission technology. These other transmission methods can increase competition for a broadcasting station by bringing into its market distant broadcasting signals not otherwise available to the station’s audience. Other sources of competition include home entertainment systems, such as VCRs, DVDs and television game devices. Transmission of video programming over broadband Internet may be a future source of competition to television broadcasters.

Although cable television systems were initially used to retransmit broadcast television programming to subscribers in areas with poor broadcast signal reception, significant increases in cable television penetration and cable programming services occurred throughout the 1970s and 1980s in areas that did not have signal reception problems. As the technology of satellite program delivery to cable systems advanced in the late 1970s, development of programming for cable television accelerated dramatically, resulting in the emergence of multiple, national-scale program alternatives and the rapid expansion of cable television and higher subscriber growth rates. Historically, cable operators have not sought to compete with broadcast stations for a share of the local news audience. Recently, however, certain cable operators have elected to compete for these audiences and the increased competition could have an adverse effect on our advertising revenue.

Further advances in technology may increase competition for household audiences and advertisers. The increased use of digital technology by cable systems and DBS, along with video compression techniques, will

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reduce the bandwidth required for television signal transmission. These technological developments are applicable to all video delivery systems, including over-the-air broadcasting, and have the potential to provide vastly expanded programming to highly targeted audiences. Reductions in the cost of creating additional channel capacity could lower entry barriers for new channels and encourage the development of increasingly specialized “niche” programming. This ability to reach very narrowly defined audiences is expected to alter the competitive dynamics for advertising expenditures. We are unable to predict the effect that these or other technological changes will have on the broadcast television industry or on the future results of our operations.

Programming

Competition for programming involves negotiating with national program distributors or syndicators that sell first-run and rerun packages of programming. Our stations compete against in-market broadcast station operators for exclusive access to off-network reruns (such as Seinfeld ) and first-run product (such as Entertainment Tonight ) in their respective markets. Increasingly, our stations are competing against other networks with respect to first-run programming. The broadcast networks are rerunning the same episode of a network program on affiliated cable or broadcast networks, often in the same week that it aired on one of our stations. Cable systems generally do not compete with local stations for programming, although various national cable networks from time to time have acquired programs that would have otherwise been offered to local television stations. AOL Time Warner Inc., General Electric Company, Viacom Inc., The News Corporation Limited and the Walt Disney Company each owns a television network and also owns or controls major production studios, which are the primary source of programming for the networks. It is uncertain whether in the future such programming, which is generally subject to short-term agreements between the studios and the networks, will be moved to the networks. Television broadcasters also compete for non-network programming unique to the markets they serve. As such, stations strive to provide exclusive news stories, unique features such as investigative reporting and coverage of community events and to secure broadcast rights for regional and local sporting events.

Advertising

In addition to competing with other media outlets for audience share, our stations compete for advertising revenue with:

•

other television stations in their respective markets; and

•

other advertising media, such as newspapers, radio stations, magazines, outdoor advertising, transit advertising, yellow page directories, direct mail, local cable systems and the Internet.

Competition for advertising dollars in the broadcasting industry occurs primarily within individual markets. Generally, a television broadcasting station in a particular market does not compete with stations in other market areas.

Federal Regulation of Television Broadcasting

The following is a brief discussion of certain provisions of the Communications Act of 1934, as amended (“Communications Act”), and the FCC’s regulations and policies that affect the business operations of television broadcasting stations. For more information about the nature and extent of the FCC regulation of television broadcasting stations you should refer to the Communications Act and FCC’s rules, public notices, and rulings. Over the years, Congress and the FCC have added, amended and deleted statutory and regulatory requirements to which station owners are subject. Some of these changes have a minimal business impact whereas others may significantly affect the business or operation of individual stations or the broadcast industry as a whole. The following discussion summarizes statutory and regulatory requirements and policies currently in effect.

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License Grant and Renewal

Television broadcast licenses are granted for a maximum term of eight years and are subject to renewal upon application to the FCC. The FCC is required to grant an application for license renewal if during the preceding term the station served the public interest, the licensee did not commit any serious violations of the Communications Act or the FCC’s rules, and the licensee committed no other violations of the Communications Act or the FCC’s rules which, taken together, would constitute a pattern of abuse. The vast majority of renewal applications are routinely renewed under this standard. If a licensee fails to meet this standard the FCC may still grant renewal on terms and conditions that it deems appropriate, including a monetary forfeiture or renewal for a term less than the normal eight-year period.

During certain limited periods after a renewal application is filed, interested parties, including members of the public, may file petitions to deny a renewal application to which the licensee/renewal applicant is entitled to respond. After reviewing the pleadings, if the FCC determines that there is a substantial and material question of fact whether grant of the renewal application would serve the public interest, the FCC is required to hold a trial-type hearing on the issues presented. If, after the hearing, the FCC determines that the renewal applicant has met the renewal standard the FCC must grant the renewal application. If the licensee/renewal applicant fails to meet the renewal standard or show that there are mitigating factors entitling it to renewal subject to appropriate sanctions, the FCC can deny the renewal application. In the vast majority of cases where a petition to deny is filed against a renewal, the FCC ultimately grants the renewal without a hearing.

No competing application for authority to operate a station and replace the incumbent licensee may be filed against a renewal application unless the FCC first determines that the incumbent licensee is not entitled to license renewal.

The Nexstar, Mission, Mission of Amarillo, Quorum and VHR stations will be required to renew their licenses beginning in June 2004.

In addition to considering rule violations in connection with a license renewal application, the FCC may sanction a station operator for failing to observe FCC rules and policies during the license term, including the imposition of a monetary forfeiture.

The FCC prohibits the assignment or the transfer of control of a broadcasting license without prior FCC approval.

Foreign Ownership

The Communications Act limits the extent of non-U.S. ownership of companies that own U.S. broadcast stations. Under this restriction, a U.S. broadcast company such as ours may have no more than 25% non-U.S. ownership. Because our majority shareholder, ABRY, has a substantial level of foreign investment, the amount of additional foreign investment that may be made in us is limited to approximately 11.8% of the total shares outstanding after this offering and 10.3% of the total shares outstanding after this offering and the Quorum acquisition.

Other Ownership Restrictions

The FCC has rules which establish limits on the ownership of broadcast stations. These ownership limits apply to attributable interests in a station licensee held by an individual, corporation, partnership or other entity. In the case of corporations, officers, directors and voting stock interests of 5% or more (20% or more in the case of qualified investment companies, such as insurance companies and bank trust departments) are considered attributable interests. For partnerships, all general partners and non-insulated limited partners are attributable. Limited liability companies are treated the same as partnerships. The FCC also considers attributable the holder of more than 33% of a licensee’s total assets (defined as total debt plus total equity), if that person or entity also provides over 15% of the station’s total weekly broadcast programming or has an attributable interest in another media entity in the same market which is subject to the FCC’s ownership rules, such as a radio or television station, cable television system or daily newspaper.

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Local Ownership (Duopoly Rule)

On June 2, 2003, the FCC modified its local television (duopoly) ownership rule to provide greater opportunities for television duopolies in certain circumstances. The modified rule allows common ownership of two television stations in markets (defined using A.C. Nielsen Company’s DMAs) with 17 or fewer television stations, and ownership of up to three stations in markets with 18 or more television stations; provided, however, a single entity may not acquire an attributable interest in more than one station that is ranked among the top-four stations in the market based on audience share. Therefore, the new FCC rules prohibit same market combinations in markets with fewer than five stations. In determining how many television stations are in a market, the FCC counts commercial and noncommercial stations.

The modified rule allows the FCC to consider waivers of the duopoly rule. The FCC will consider waivers to allow common ownership for failed, failing and unbuilt stations. In addition, the FCC will consider waivers to allow common ownership of two top-four ranked stations in markets with 11 or fewer television stations. The FCC will consider a wavier of the top-four station prohibition if a merger between stations will reduce a significant competitive disparity between the merging stations and a more dominant station; if the merger will assist the merging stations with their transition to digital operations; if the merger will significantly increase news and local programming; if one or both of the stations to be merged are UHF stations; and if the merger will produce significant public interest benefits.

The rule as modified on June 2, 2003 was to become effective on September 4, 2003. However, on September 3, 2003, a three-judge panel of the U.S. Court of Appeals for the Third Circuit stayed the effectiveness of the new rule pending the outcome of appeals to the U.S. Court of Appeals. The modified rule also is subject to petitions for reconsideration filed with the FCC and Congressional review and potential modification. If this modified rule is vacated or repealed, the current duopoly rule, adopted in 1999, likely will continue to govern local television ownership pending further proceedings.

Under the 1999 duopoly rule, a single entity is allowed to own or have attributable interests in two television stations in a market if (1) the two stations do not have overlapping service areas, or (2) after the combination there are a least eight independently owned and operating full-power television stations and one of the combining stations is not ranked among the top four stations in the DMA. The 1999 rule allows the FCC to consider waivers to permit the ownership of a second station only in cases where the second station has failed or is failing or unbuilt.

Under the newly modified rule and the 1999 rule, the FCC attributes toward the local television ownership limits another in-market station when one station owner programs a second in-market station pursuant to a time brokerage or local marketing agreement, if the programmer provides more than 15 percent of the second station’s weekly broadcast programming. However, local marketing agreements entered into prior to November 5, 1996 are exempt attributable interests until at least 2004. This “grandfathered” period will be reviewed under the FCC’s 2004 biennial review and is subject to possible extension or termination.

The only market in which we currently operate stations that meet the modified local duopoly rule (and the 1999 rule) that allows us to own two stations in the market is Champaign-Springfield-Decatur, Illinois. After giving effect to the pending acquisitions, in all of the markets where we have or will have entered into LSAs, except for two, we do not provide programming other than news (comprising less than 15 percent of the second station’s programming) to the second station and, therefore, we are not attributed with ownership of the second station. In the two markets where we do or will provide more programming to the second station—WFXP in Erie, Pennsylvania and KHMT in Billings, Montana—the local marketing agreements were entered into prior to November 5, 1996. Therefore, we may continue to operate under the terms of these agreements until at least the rule is reviewed as part of the FCC’s 2004 Biennial Review.

National Ownership

There is no nationwide limit on the number of television stations which a party may own. However, the FCC’s rules limit the percentage of U.S. television households which a party may reach through its attributable interests in television stations. This rule provides that when calculating a party’s nationwide aggregate audience

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coverage, the ownership of a UHF station is counted as 50 percent of a market’s percentage of total national audience. In 1996, Congress determined that one party may have an attributable interest in television stations which reach, in the aggregate, 35 percent of all U.S. television households and the FCC thereafter adopted a corresponding rule. On June 2, 2003, the FCC modified this rule to allow one party to hold attributable interests in television stations which reach, in the aggregate, 45 percent of all U.S. television households. The rule as modified on June 2, 2003 was to become effective on September 4, 2003. However, on September 3, 2003, a three-judge panel of the U.S. Court of Appeals for the Third Circuit stayed the effectiveness of the new rule pending the outcome of the appeals to the U.S. Court of Appeals. The modified rule also is subject to petitions for reconsideration at the FCC and Congressional review and potential modification.

After giving effect to the pending acquisitions, the stations we will own have a combined national audience reach of 4.80 percent of television households.

Cross Media Ownership

On June 2, 2003, the FCC voted to eliminate its Radio/Television Cross-Ownership Rule and its Local/Television Newspaper Cross-Ownership Rule, replacing both with a new single cross media ownership rule. Under this new cross media ownership rule, in markets with three or fewer television stations, no cross-ownership is permitted among TV, radio and newspapers. In markets with four through eight television stations, one entity may own or have attributable interests in (1) a daily newspaper, one TV station and up to one-half of the radio station limit for the market under the local radio rules; or (2) a daily newspaper and up to the radio station limit for the market; or (3) two TV stations (if permissible under the duopoly rule) and up to the radio station limit for that market. In markets with nine or more television stations, there are no cross media limits.

The new cross media ownership rule adopted on June 2, 2003 was to become effective on September 4, 2003. However, on September 3, 2003, a three-judge panel of the U.S. Court of Appeals for the Third Circuit stayed the effectiveness of the new rule pending the outcome of appeals to the U.S. Court of Appeals. The new rule is also subject to petitions for reconsideration at the FCC and Congressional review and potential modification. So long as the new cross media ownership rule is stayed, or in the event that it is repealed or vacated, the current Radio/Television Cross-Ownership Rule and Local Television/Newspaper Cross-Ownership Rule likely will continue to govern pending further proceedings.

Radio/Television Cross-Ownership Rule (One-to-a-Market Rule)

The FCC voted to eliminate this rule when it adopted its new cross media ownership rule on June 2, 2003. However, so long as the new cross media ownership rule is stayed, or in the event that it is repealed or vacated, the one-to-a-market rule likely will continue to govern common ownership of radio and television stations in the same market. In markets with at least 20 independently owned media outlets, ownership of one television station and up to seven radio stations, or two television stations (if allowed under the television duopoly rule) and six radio stations is permitted. If the number of independently owned media outlets is fewer than 20 but greater than or equal to 10, ownership of one television station (or two if allowed) and four radio stations is permitted. In markets with fewer than 10 independent media voices, ownership of one television station (or two if allowed) and one radio station is permitted. In calculating the number of independent media voices in a market, the FCC includes all radio and television stations, independently owned cable systems (counted as one voice), and independently owned daily newspapers which have circulation that exceeds five percent of the households in the market.

Local Television/Newspaper Cross-Ownership Rule

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Local Television/Cable Cross-Ownership

There is no longer any FCC rule prohibiting co-ownership of a cable television system and a television broadcast station in the same area.

Cable “Must-Carry” or Retransmission Consent Rights

Every three years television broadcasters are required to make an election whether they choose to exercise their “must-carry” or retransmission consent rights in connection with the carriage of their analog signal on cable television systems within their DMA. The most recent election was made October 1, 2002, and is effective for the three-year period beginning January 1, 2003. The next election date is October 1, 2005, for the three-year period beginning January 1, 2006.

If a broadcaster chooses to exercise its must-carry rights, it may request cable system carriage on its over-the-air channel or another channel on which it was carried on the cable system as of a specified date. A cable system generally must carry the station’s signal in compliance with the station’s carriage request, and in a manner that makes the signal available to all cable subscribers. However, must-carry rights are not absolute, and whether a cable system is required to carry the station on its system, or in the specific manner requested, depends on variables such as the location, size and number of activated channels of the cable system and whether the station’s programming duplicates, or substantially duplicates the programming of another station carried on the cable system. If certain conditions are met, a cable system may decline to carry a television station that has elected must-carry status, although it is unusual for all the required conditions to exist.

If a broadcaster chooses to exercise its retransmission consent rights, a cable television system which is subject to that election may not carry the station’s signal without the station’s consent. This generally requires the cable system and television station operator to negotiate the terms under which the television station will consent to the cable system’s carriage of the station.

In most instances, Nexstar’s stations have elected to exercise their retransmission consent rights rather than electing must-carry status, and have negotiated retransmission consent agreements with cable television systems in their markets. The terms of these agreements generally range from three to ten years and provide for the carriage of the stations’ signals. Of Mission’s stations, WYOU, KRBC and KSAN have elected to exercise their retransmission consent rights; WFXP, KJTL and KJBO-LP have opted for must-carry status; and KODE has both retransmission consent agreements and must-carry status. Quorum’s stations have elected retransmission consent rather than must-carry status in most instances and have either negotiated long-term carriage agreements ranging from three to seven years or interim carriage agreements ranging for a shorter period of time, all of which provide for the carriage of the stations’ signals.

Direct-to-Home Satellite Services and Must-Carry

In November 1999, Congress enacted the Satellite Home Viewer Improvement Act of 1999, or SHVIA. This statute required providers of direct broadcast satellite services such as DirecTV and EchoStar, by January 1, 2002, to carry upon request the signals of all local television stations in a DMA in which the satellite service provider is carrying at least one local television station’s signal. Satellite providers also may provide network service from a station outside a local market to subscribers in the market who are “unserved” by a local station affiliated with the same network. Unserved generally refers to a satellite subscriber who is unable, using a conventional outdoor rooftop antenna, to receive a “Grade B” signal of a local network affiliated station. The distant signal provision of SHVIA expires on December 31, 2004, although Congress could enact legislation to extend it. If a subscriber is able to receive a Grade B quality signal from a local network affiliate then, subject to certain exceptions, the subscriber is not eligible to receive that network’s programming from an out-of-market affiliate carried on the satellite service.

Prior to January 1, 2002, in those markets where satellite providers had elected to provide carriage of local television stations, such carriage was generally limited to the local affiliates of the major networks, including

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ABC, CBS, NBC and Fox. As of January 1, 2002, satellite carriers that provide any local-into-local service in a market must carry, upon request, all stations in that market that have elected mandatory carriage, and DBS operators are now providing other local stations in local-into-local markets, including some noncommercial, independent and foreign language stations. A judicial challenge to the SHVIA must-carry requirement was unsuccessful. DirecTV and/or EchoStar currently provide satellite carriage of our and Mission’s stations in the Little Rock-Pine Bluff, Shreveport and Wilkes Barre-Scranton markets and have notified us that they intend to begin service in the Rochester market. DirecTV and EchoStar are not currently carrying any of Quorum subsidiaries’, Mission of Amarillo’s or VHR’s stations.

In November 2000, the FCC adopted rules implementing the requirements of SHVIA. These include requiring commercial television stations to elect between retransmission consent and must-carry status. The first election, which was to be made by July 1, 2001, for carriage to commence January 1, 2002, is for a four-year period. Beginning in 2006, the cable and satellite election periods will coincide and occur every three years. Market areas are based on A.C. Nielsen’s DMAs. Satellite carriers are not required to carry duplicative network signals from a local market unless the stations are licensed to different communities in different states. Satellite carriers are required to carry all local television stations in a contiguous manner on their channel line-up and may not discriminate in their carriage of stations.

Digital Television

Advanced television is a DTV transmission system that delivers video and audio signals of higher quality (including high definition television) than the existing analog transmission system. DTV also has substantial capabilities for multiplexing (the broadcast of several programs concurrently) and data transmission. The FCC assigned new advanced television channels to existing broadcast stations in the first half of 1997. For each licensed television station the FCC allocated a DTV channel (which is different from the station’s analog channel). In general, the DTV channels assigned to television stations are intended to allow stations to have their DTV coverage areas replicate their analog coverage areas. However, there are a number of variables which will ultimately determine the extent to which a station’s DTV operation will provide such replication. Under certain circumstances, a station’s DTV operation may cover less geographic area than the station’s current analog signal. The introduction of digital television will require consumers to purchase new televisions that are capable of receiving and displaying DTV signals, or adapters to receive DTV signals and convert them to an analog signal for display on their existing receivers.

Under current FCC guidelines, all commercial television station operators were required to begin broadcasting with DTV transmission systems no later than May 1, 2002 unless they obtained an extension of time. Currently, all of Nexstar’s, Mission’s, Quorum’s, Mission of Amarillo’s and VHR’s stations are broadcasting a low-power DTV signal, in compliance with FCC requirements, except for WQRF and WFXV, which are not required to do so. WYZZ, which is owned by Sinclair Broadcast Group, Inc., also is broadcasting a low-power digital television signal. WBAK, which Mission is expected to acquire from Bahakel Communications in the fourth quarter of 2003, pending FCC consent, had an extension of time until September 14, 2003 to construct digital facilities. WBAK has applied to the FCC for a further extension and will have six months from the date the FCC acts on its application to construct its digital facilities. KPOM, which Nexstar is expected to acquire from JDG Television, Inc. in the first quarter of 2004, pending FCC consent, is broadcasting a low-power digital signal. KFAA, which Nexstar also is expected to acquire from JDG Television, has not yet initiated digital broadcasting. KFAA has applied for an extension of time to construct digital facilities and will have six months from the date the FCC acts on its application to construct its digital facilities.

Stations affiliated with the four largest networks (ABC, CBS, NBC and Fox) in the top 10 markets were required to begin digital broadcasting by May 1, 1999, and in the top 30 markets by November 1, 1999. Once a station begins broadcasting its DTV signal, it may broadcast both its analog and DTV signals until December 31, 2006, after which, subject to certain conditions described below, the FCC expects to reclaim one of the channels and each broadcaster will operate a single DTV channel. Starting April 1, 2003, commercial station operators

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must simulcast on their DTV channels at least 50% of the video programming broadcast on their analog channel. The required simulcast percentage increases annually until April 1, 2005, when an operator must simulcast 100% of its programming on its analog and DTV channels.

Channels now used for analog broadcasts range from 2 through 69. The FCC designated Channels 2 through 51 as the “core” channels which will be used for DTV broadcasts. However, because of the limited number of available core DTV channels currently available, the FCC assigned many stations DTV channels above Channel 51 (Channels 52 through 69) for use during the transition period from simultaneous digital and analog transmission to DTV-only operation. At the end of the transition period these stations will have to change their DTV operation to one of the DTV core channels. This has created three categories of television stations with respect to their analog and DTV channel assignments: (1) stations with both their analog and DTV channels within the “core” channels; (2) stations with either an analog or DTV channel inside the core and the other outside the core; and (3) stations with both their analog and DTV channels outside the core. All of our stations and the stations that we provide service to currently fall within the first or second group: three of the stations we operate have their DTV assignments outside the core, and one of the stations we provide service to has its current analog channel outside the core. We do not operate or provide service to any stations for which both the analog and DTV channels are outside the core. The Quorum subsidiaries’ stations and the stations that the Quorum subsidiaries provide services to also fall into the first or second group: one of their stations has its current analog channel outside of the core and one of their stations has its DTV channel outside the core. VHR has one station whose DTV channel is outside the core.

Station operators with both their analog and DTV channels inside the core will be required to select which of their assigned channels they will use for permanent DTV operation before the end of the transition period. (The FCC has not set a date for this election.) These operators may elect to continue to use their current DTV channel or switch their DTV operation to their current analog channel. The channel not selected for permanent DTV operation will be returned to the FCC at the end of the transition period. Most of our stations and those stations with which we have local service agreements fall in this category. The FCC has not yet established the permanent DTV channel selection process for stations that have one or both channels outside the DTV core channels.

The Communications Act provides that under certain conditions the DTV transition period may be extended beyond December 31, 2006. The transition is to be extended in any market in which one of the following conditions is met: (1) a station licensed to one of the four largest networks (ABC, CBS, NBC and Fox) is not broadcasting a digital signal and that station has qualified for an extension of the FCC’s DTV construction deadline; (2) digital-to-analog converter technology is not generally available in the market; or (3) 15% or more of the television households in the market do not subscribe to a multichannel video programming distributor (cable, direct broadcast satellite) that carries the digital channel of each of the television stations in the market broadcasting a DTV channel, and do not have at least one television receiver capable of receiving the stations’ DTV broadcasts or an analog television receiver equipped with a digital-to-analog converter capable of receiving the stations’ DTV broadcasts. We cannot predict whether conditions will exist in any of our markets such that the DTV transition period will be extended under any of these provisions.

The conversion to DTV required an average initial capital expenditure of approximately $0.2 million per station for low-power transmission of digital signal programming. We estimate that an average additional capital expenditure of approximately $0.7 million per station will be required to modify the transmitter for full-power digital signal programming. In addition, for some of our stations, we may have to undertake capital expenditures to modify tower structures and purchase studio and production equipment that can support a digital format.

With respect to cable system carriage of television stations that are broadcasting both an analog and a DTV signal, such stations may choose must-carry status or retransmission consent for their analog signals, but only retransmission consent for their digital signals. Such stations do not presently have the right to assert must-carry rights for both their analog and DTV signals or to assert must-carry rights for their DTV signals in lieu of analog carriage. The FCC has pending a rule making proceeding examining whether to allow such stations to assert

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must-carry rights for both their analog and DTV signals, but has tentatively concluded that it will not do so. The FCC has requested further comments on this issue in order to develop a more complete record before issuing a final decision. If a television station operates only a DTV signal, or returns its analog channel to the FCC and converts to digital operations, it may assert must-carry rights for its DTV signal.

The exercise of must-carry rights by a digital-only television station for its DTV signal applies only to a single programming stream and other program-related content. If a television station is concurrently broadcasting more than one program stream on its DTV signal it may select which program stream is subject to its must-carry election. Cable systems are not required to carry internet, e-commerce or other ancillary services provided over DTV signals if those services are not related to the station’s primary video programming carried on the cable system and if they are not provided to viewers for free. Digital television signals that are carried on a cable system must be available to subscribers on the system’s basic service tier.

With respect to direct-to-the-home satellite service providers, the FCC in November 2000 declined to address whether television stations’ must-carry rights regarding satellite service providers, which went into effect January 1, 2002, will also apply to stations’ DTV signals. The FCC said it would address this issue at the same time it considers digital carriage issues for cable television.

Television station operators may use their DTV signals to provide ancillary services, such as computer software distribution, internet, interactive materials, e-commerce, paging services, audio signals, subscription video, or data transmission services. To the extent a station provides such ancillary services it is subject to the same regulations as are applicable to other analogous services under the FCC’s rules and policies. Commercial television stations also are required to pay the FCC 5% of the gross revenue derived from all ancillary services provided over their DTV signals for which a station received a fee in exchange for the service or received compensation from a third party in exchange for transmission of material from that third party, not including commercial advertisements used to support broadcasting.

Programming and Operation

The Communications Act requires broadcasters to serve “the public interest.” Since the late 1970s, the FCC gradually has relaxed or eliminated many of the more formalized procedures it had developed to promote the broadcast of certain types of programming responsive to the needs of a station’s community of license. However, television station licensees are still required to present programming that is responsive to community problems, needs and interests and to maintain certain records demonstrating such responsiveness. The FCC may consider complaints from viewers concerning programming when it evaluates a station’s license renewal application, although viewer complaints also may be filed and considered by the FCC at any time. Stations also must follow various rules promulgated under the Communications Act that regulate, among other things:

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political advertising (its price and availability);

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sponsorship identification;

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contest and lottery advertising;

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obscene and indecent broadcasts; and

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technical operations, including limits on radio frequency radiation.

On November 7, 2002, the FCC adopted new EEO rules. These new rules, which became effective on March 10, 2003, require broadcasters to provide broad outreach for all full-time (greater than 30 hours per week) job vacancies. In addition, broadcasters with five or more full-time employees must engage in two long-term recruitment initiatives over each two-year period, and broadcasters in larger markets with more than ten full-time employees must engage in four long-term recruitment initiatives every two years.

The Telecommunications Act of 1996 directs the FCC to establish, if the broadcast industry does not do so on a voluntary basis, guidelines and procedures for rating programming that contains sexual, violent, or other indecent material. A multi-industry task force developed a ratings plan which the FCC has ratified. The FCC also

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has issued rules that require television manufacturers to install appropriate technology, such as a “V-Chip” that can block programming based on an electronically encoded rating, to facilitate the implementation of the ratings guidelines.

The FCC imposes restrictions on the terms of network affiliation agreements. Among other things, these rules prohibit a television station from entering into any affiliation agreement that: (i) requires the station to clear time for network programming that the station previously scheduled for other use; and (ii) precludes the preemption of network programs that the station determines are unsuitable for its audience and the substitution of network programming with a program the station believes is of greater local or national importance. The FCC is currently reviewing several of its rules governing the relationship between networks and their affiliates. We are unable to predict the outcome of this review.

Proposed Legislation and Regulations

The FCC’s ongoing rule making proceedings concerning implementation of the transition from analog to digital television broadcasts are likely to have a significant impact on the television industry and the operation of our stations. In addition, the FCC may decide to initiate other new rule making proceedings, on its own or in response to requests from outside parties, any of which might have such an impact. Congress also may act to amend the Communications Act in a manner that could impact our stations or the television broadcast industry generally.

Our Employees

As of September 30, 2003, we had a total of 1,307 employees comprised of 1,140 full-time and 167 part-time or temporary employees. As of September 30, 2003, 209 of our employees were covered by collective bargaining agreements. As of June 30, 2003, the Quorum subsidiaries had a total of 663 employees comprised of 558 full-time and 105 part-time employees. As of June 30, 2003, 45 of the Quorum subsidiaries employees were covered by collective bargaining agreements. We believe that our employee relations are satisfactory, and we have not experienced any work stoppages at any of our facilities. However, we cannot assure you that our collective bargaining agreements will be renewed in the future, or that we will not experience a prolonged labor dispute, which could have a material adverse effect on our business, financial condition, or results of operations.

Properties

We lease our primary corporate headquarters, which are located at 909 Lake Carolyn Parkway, Irving, Texas 75039 and occupy approximately 5,566 square feet. None of the individual station leases is material to our operations, and we do not anticipate difficulty in replacing those facilities or obtaining additional facilities, if needed.

We, Mission, the Quorum subsidiaries, Mission of Amarillo and VHR own and lease facilities in the following locations. Shading indicates stations that the Quorum subsidiaries currently own or provide services to.

Station Metropolitan Area and Use	Owned or Leased	Square Footage/Acreage Approximate Size	Expiration of Lease
WBRE—Wilkes Barre-Scranton, PA
Office-Studio	100% Owned	0.80 Acres	—
Office-Studio	100% Owned	49,556 Sq. Ft.	—
Office-Studio—Williamsport Bureau	Leased	811 Sq. Ft.	Month/Month
Tower/Transmitter Site—Williamsport	33% Owned	1.33 Acres	—
Tower/Transmitter Site—Sharp Mountain	33% Owned	0.23 Acres	—
Tower/Transmitter Site—Blue Mountain	100% Owned	0.998 Acres	—
Tower/Transmitter Site—Penobscot Mountain	100% Owned	20 Acres	—

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Station Metropolitan Area and Use	Owned or Leased	Square Footage/Acreage Approximate Size	Expiration of Lease
KARK—Little Rock-Pine Bluff, AR
Office-Studio	Leased	34,835 Sq. Ft.	3/31/2022
Tower/Transmitter Site	100% Owned	40 Acres	—

WYOU—Wilkes Barre-Scranton, PA
Office-Studio—News Bureau/Office	Leased	6,977 Sq. Ft.	12/1/04
Sales Office	Leased	800 Sq. Ft.	10/31/04
Tower/Transmitter Site	100% Owned	120.33 Acres	—
Tower/Transmitter Site	100% Owned	7.2 Acres	—
Tower/Transmitter Site—Williamsport	33% Owned	1.35 Acres	—
Tower/Transmitter Site—Sharp Mountain	33% Owned	0.23 Acres	—
Tower/Transmitter Site	Leased	10,000 Sq. Ft.	Month/Month

KTAL—Shreveport, LA
Office-Studio	100% Owned	2 Acres	—
Office-Studio	100% Owned	16,000 Sq. Ft.	—
Office-Studio—Texarkana	100% Owned	7,245 Sq. Ft.	—
Office-Studio—Texarkana	100% Owned	1.687 Acres	—
Office-Studio—Texarkana	Leased	2,147 Sq. Ft.	8/31/08
Tower/Transmitter Site	100% Owned	109 Acres	—
Tower/Transmitter Site	100% Owned	2,284 Sq. Ft.	—

WROC—Rochester, NY
Office-Studio	100% Owned	3.9 Acres	—
Office-Studio	100% Owned	48,000 Sq. Ft.	—
Tower/Transmitter Site	100% Owned	0.24 Acres	—
Tower/Transmitter Site	100% Owned	2,400 Sq. Ft.	—
Tower/Transmitter Site	50% Owned	1.90 Acres	—

WCIA/WCFN—Champaign-Springfield-Decatur, IL
Office-Studio	100% Owned	20,000 Sq. Ft.	—
Office-Studio	100% Owned	1.5 Acres	—
Office-Studio—Sales Bureau	Leased	1,600 Sq. Ft.	1/31/12
Office-Studio—News Bureau	Leased	350 Sq. Ft.	2/28/08
Office-Studio—Decatur News Bureau	Leased	300 Sq. Ft.	5/31/04
Tower/Transmitter Site—WCIA Tower	100% Owned	38.06 Acres	—
Tower/Transmitter Site—Springfield Tower	100% Owned	2.0 Acres	—
Tower/Transmitter Site—Dewitt Tower	100% Owned	1.0 Acres	—

WMBD—Peoria-Bloomington, IL
Office-Studio	100% Owned	0.556 Acres	—
Office-Studio	100% Owned	18,360 Sq. Ft.	—
Tower/Transmitter Site	100% Owned	34.93 Acres	—
Tower/Transmitter Site	100% Owned	1.0 Acres	—

KBTV—Beaumont-Port Arthur, TX
Office-Studio	100% Owned	1.2 Acres	—
Office-Studio	100% Owned	26,160 Sq. Ft.	—
Office-Studio	Leased	8,000 Sq. Ft.	9/1/09
Tower/Transmitter Site	100% Owned	40 Acres	—

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Station Metropolitan Area and Use	Owned or Leased	Square Footage/Acreage Approximate Size	Expiration of Lease
WTWO—Terre Haute, IN
Office-Studio	100% Owned	4.774 Acres	—
Office-Studio	100% Owned	17,375 Sq. Ft.	—
Office-Studio	Leased	1,425 Sq. Ft.	11/30/04

WJET—Erie, PA
Tower/Transmitter Site	Leased	2 Sq. Ft.	Month/Month

WFXP—Erie, PA
Tower/Transmitter Site	Leased	1 Sq. Ft.	6/30/04

Entertainment Realty Corp., Erie, PA
Office-Studio ⁽⁴⁾	100% Owned	9.87 Acres	—
Office-Studio ⁽⁴⁾	100% Owned	15,533 Sq. Ft.	—

KFDX—Wichita Falls, TX—Lawton, OK
Office-Studio	100% Owned	28.06 Acres	—
Office-Studio	100% Owned	13,568 Sq. Ft.	—

KJTL—Wichita Falls, TX—Lawton, OK
Office-Studio ⁽⁵⁾	—	—	—
Tower/Transmitter Site	Leased	40 Acres	1/30/15

KJBO-LP—Wichita Falls, TX—Lawton, OK
Office-Studio ⁽⁵⁾	—	—	—
Tower/Transmitter Site	Leased	5 Acres	Year/Year

KSNF—Joplin, MO—Pittsburg, KS
Office-Studio	100% Owned	13.36 Acres	—
Office-Studio	100% Owned	13,169 Sq. Ft.	—
Tower/Transmitter Site	Leased	900 Sq. Ft.	10/1/05

KODE—Joplin, MO—Pittsburg, KS
Office-Studio	100% Owned	2.74 Acres
Tower/Transmitter Site	Leased	2 Sq. Ft.	5/1/27

KMID—Odessa-Midland, TX
Office-Studio	100% Owned	1.127 Acres	—
Office-Studio	100% Owned	14,000 Sq. Ft.	—
Tower/Transmitter Site	100% Owned	69.87 Acres	—
Tower/Transmitter Site	100% Owned	0.322 Acres	—

KTAB—Abilene-Sweetwater, TX
Office-Studio	100% Owned	2.98 Acres	—
Office-Studio	100% Owned	14,532 Sq. Ft.	—
Tower/Transmitter Site	100% Owned	25.55 Acres	—

KRBC—Abilene-Sweetwater, TX
Office-Studio	100% Owned	5.42 Acres	—
Office-Studio	100% Owned	19,312 Sq. Ft.	—
Tower/Transmitter Site	100% Owned	12.78 Acres	—

WDHN—Dothan, AL
Office-Studio	100% Owned	10 Acres	—
Office-Studio	100% Owned	7,812 Sq. Ft.	—

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Station Metropolitan Area and Use	Owned or Leased	Square Footage/Acreage Approximate Size	Expiration of Lease
KQTV—St Joseph, MO
Office-Studio	100% Owned	3 Acres	—
Office-Studio	100% Owned	15,100 Sq. Ft.	—
Tower/Transmitter Site	100% Owned	9,360 Sq. Ft.	—

KSAN—San Angelo, TX
Office-Studio	Leased	3,485 Acres	4/30/2006
Tower/Transmitter Site	Leased	10 Acres	5/15/2009

Corporate Branch Office—Terre Haute, IN	Leased	1,227 Sq. Ft.	7/31/04

Corporate Office—Irving, TX	Leased	5,566 Sq. Ft.	8/5/05

WHAG—Washington, DC/Hagerstown, MD
Office-Studio	Leased	11,000 Sq. Ft.	4/1/06
Sales Office-Frederick	Leased	1,200 Sq. Ft.	5/31/05
Sales Office-Cumberland	Leased	1,200 Sq. Ft.	month to month
Tower/Transmitter Site-	Leased	11.2 Acres	5/12/21

KOLR—Springfield, MO
Office-Studio	100% Owned	30,000 Sq. Ft.	—
Tower/Transmitter Site	Leased	0.5 Acres	5/12/21

KDEB—Springfield, MO
Office-Studio ⁽¹⁾	—	—	—
Tower/Transmitter Site	100% Owned	.25 Acres	—
Tower/Transmitter Site	Leased	210 Acres	5/12/21

WFFT—Fort Wayne, IN
Office-Studio	100% Owned	29.857 Acres	—
Tower/Transmitter Site	Leased	0.5 Acres	5/12/21

KAMR—Amarillo, TX
Office-Studio	100% Owned	26,000 Sq. Ft.	—
Tower/Transmitter Site	Leased	110.2 Acres	5/12/21
Translator Site	Leased	0.5 Acres	5/31/06

KCIT/KCPN-LP—Amarillo, TX

Office Studio ⁽²⁾	—	—	—
Tower/Transmitter Site	Leased	100 Acres	5/12/21
Tower/Transmitter Site—Parmer County	Leased	80 Sq. Ft.	5/31/06
Tower/Transmitter Site—Panhandle, OK	Leased	80 Sq. Ft.	9/30/03 ⁽³⁾

KARD—Monroe, LA
Office-Studio	100% Owned	14,450 Sq. Ft.	—
Tower/Transmitter Site	Leased	26 Acres	5/12/21
Tower/Transmitter Site	Leased	80 Sq. Ft.	3/1/05

KLBK—Lubbock, TX
Office-Studio	100% Owned	11.5 Acres	—
Tower/Transmitter Site	Leased	0.5 Acres	5/12/21

KAMC—Lubbock, TX
Office-Studio ⁽⁶⁾	—	—	—
Tower/Transmitter Site	Leased	790 Sq. Ft.	5/12/21
Tower/Transmitter Site	Leased	4,316 Sq. Ft.	9/1/12

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Station Metropolitan Area and Use	Owned or Leased	Square Footage/Acreage Approximate Size	Expiration of Lease

WFXV—Utica, NY
Office-Studio	100% Owned	.91 Acres	—
Tower/Transmitter Site—Burlington Flats	100% Owned	6.316 Acres	—
Tower/Transmitter Site	Leased	160 Sq. Ft.	9/1/14
Tower/Transmitter Site—Smith Hill	Leased	200 Sq. Ft.	10/1/07
Tower/Transmitter Site—Cassville	Leased	96 Sq. Ft.	1/12/04
Tower/Transmitter Site—Burlington	Leased	6.316 Acres	9/1/06

WPNY–LP—Utica, NY
Office-Studio ⁽⁷⁾	—	—	—

KSVI—Billings, MT
Office-Studio	100% Owned	9,700 Sq. Ft.	—
Sales Office	Leased	1,800 Sq. Ft.	12/1/04
Tower/Transmitter Site	Leased	10 Acres	5/12/21
Tower/Transmitter Site	Leased	75 Sq. Ft.	month to month
Tower/Transmitter Site	Leased	75 Sq. Ft.	1/17/11
Tower/Transmitter Site	Leased	75 Sq. Ft.	12/31/22
Tower/Transmitter Site—Livingston	Leased	.5 Acres	month to month
Tower/Transmitter Site—Rapeljie	Leased	1 Acre	2/1/10
Tower/Transmitter Site—Hardin	Leased	1 Acre	12/1/04
Tower/Transmitter Site—Columbus	Leased	75 Sq. Ft.	6/1/10
Tower/Transmitter Site—Sarpy	Leased	75 Sq. Ft.	9/30/05
Tower/Transmitter Site—Rosebud	Leased	1 Acre	month to month
Tower/Transmitter Site—Miles City	Leased	.25 Acre	3/23/30
Tower/Transmitter Site—Sheridan, WY	Leased	56 Sq. Ft.	month to month
Tower/Transmitter Site—McCullough Pks, WY	Leased	75 Sq. Ft.	month to month
Tower/Transmitter Site	Leased	4 Acres	5/12/21

WQRF—Rockford, IL
Office-Studio	Leased	12,500 Sq. Ft.	12/31/04
Tower/Transmitter Site	Leased	2,000 Sq. Ft.	5/12/21

(1)

The office space and studio used by KDEB are owned by KOLR.

(2)

Renewal pending.

(3)

The office space and studio used by KCIT/KCPN-LP are owned by KAMR.

(4)

WJET and WFXP operate in facilities owned by Entertainment Realty Corporation, a subsidiary of Nexstar. The main tower for WJET is at this site.

(5)

The office space and studio used by KJTL and KJBO-LP are owned by KFDX.

(6)

The office space and studio used by KAMC are owned by KLBK.

(7)

The office space and studio used by WPNY-LP are owned by WFXV.

Legal Proceedings

From time to time, we are involved in litigation that arises from the ordinary operations of our businesses, such as contractual or employment disputes or other general actions. In the event of an adverse outcome of these proceedings, we believe the resulting liabilities would not have a material adverse effect on our financial condition or results of operations.

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MANAGEMENT

Executive Officers and Directors

Our board of directors will consist of nine directors. Five of our directors are affiliated with or are appointed by ABRY and three directors are “independent” in accordance with Nasdaq National Market requirements.

The table below sets forth information about our board of directors and executive officers :

Name	Age	Position With Company
Perry A. Sook	45	President, Chief Executive Officer and Director
G. Robert Thompson	41	Chief Financial Officer, Executive Vice President
Duane A. Lammers	42	Chief Operating Officer, Executive Vice President
Timothy C. Busch	40	Senior Vice President, Regional Manager
Brian Jones	43	Senior Vice President, Regional Manager
Shirley E. Green	43	Vice President, Finance
Susana G. Willingham	37	Vice President, Corporate News Director
Richard Stolpe	47	Vice President, Director of Engineering
Blake R. Battaglia	31	Director
Erik Brooks	37	Director
Jay M. Grossman	44	Director
Peggy Koenig	46	Director
Royce Yudkoff	48	Director
Geoff Armstrong	46	Director
Michael Donovan	62	Director
I. Martin Pompadur	68	Director

Perry A. Sook formed our predecessor in 1996. Since our inception, Mr. Sook has served as our President and Chief Executive Officer and as a Director. From 1991 to 1996, Mr. Sook was a principal of Superior Communications Group, Inc. Mr. Sook currently serves as a director of Penton Media, Inc. and the Television Bureau of Advertising and serves as trustee for the Ohio University Foundation.

G. Robert Thompson has served as our Chief Financial Officer and Executive Vice President since May 2002. Prior to that time, Mr. Thompson was a Senior Vice President of Operations Staff and Vice President-Finance for Paging Network, Inc. Mr. Thompson joined Paging Network, Inc. in 1990. In August 2000, Paging Network, Inc. filed for Chapter 11 bankruptcy protection.

Duane A. Lammers has served as our Chief Operating Officer and Executive Vice President since October 2002. Prior to that time, Mr. Lammers served as our Executive Vice President from February 2001 until September 2002 and as our Vice President, Director of Sales and Marketing from 1998 until January 2001. He was employed as a station General Manager from 1997 to 1999 . Prior to joining Nexstar, Mr. Lammers was the General Manager of WHTM, the ABC affiliate in Harrisburg, Pennsylvania from 1994 to 1997.

Timothy C. Busch has served as Nexstar’s Senior Vice President and Regional Manager since October 2002. Prior to that time, Mr. Busch served as Nexstar’s Vice President and General Manager at WROC, Rochester, New York from 2000 to October 2002. Prior to that time, he served as General Sales Manager and held various other sales management positions at WGRZ, Buffalo, New York from 1993 to 2000.

Brian Jones has served as Nexstar’s Senior Vice President and Regional Manager since May 2003. Prior to that time, Mr. Jones served as Vice President and General Manager at KTVT and KTXA, Dallas-Fort Worth, Texas from 1995 to 2003.

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Shirley E. Green has served as our Vice President, Finance since February 2001. Prior to that time, Ms. Green served as our Controller from 1997 to 2001. Prior to joining Nexstar, from 1994 to 1997, Ms. Green was Business Manager at KOCB, Oklahoma City, Oklahoma, which was owned by Superior Communications Group, Inc.

Susana G. Willingham has served as our Vice President, Corporate News Director since 1997. Prior to joining Nexstar, she served as Assistant News Director for WHTM from 1994 to 1997. Prior to that time, Ms. Willingham was the Assistant News Director for KFDX from 1992 to 1993.

Richard Stolpe has served as our Vice President, Director of Engineering since January 2000. Prior to that time, Mr. Stolpe served as Chief Engineer of WBRE from 1998 to 2000. Prior to joining Nexstar, Mr. Stolpe was employed by WYOU from 1996 to 1998 as Chief Engineer.

Blake R. Battaglia has served as a Director since April 2002. Mr. Battaglia is a Vice President at ABRY, which he joined in 1998. Prior to joining ABRY, he was an investment banker at Morgan Stanley & Co. Mr. Battaglia currently serves as a director of WideOpenWest Holdings, LLC.

Erik Brooks has served as a Director since March 2002. Mr. Brooks is a Principal at ABRY, which he joined in 1999. Prior to joining ABRY, from 1995 to 1999, Mr. Brooks was a Vice President at NCH Capital, a private equity investment fund. Mr. Brooks is a director of Country Road Communications, LLC.

Jay M. Grossman has served as a Director since 1997 and was our Vice President and Assistant Secretary from 1997 until March 2002. Mr. Grossman has been a Partner of ABRY since 1996. Prior to joining ABRY, Mr. Grossman was an investment banker specializing in media and entertainment at Kidder Peabody and at Prudential Securities. Mr. Grossman currently serves as a director (or the equivalent) of several private companies including Consolidated Theaters, LLC, Country Road Communications, LLC, Monitronics International, Inc. and WideOpenWest Holdings, LLC.

Peggy Koenig has served as a Director since March 2002 and was our Vice President and Assistant Secretary from 1997 until March 2002. Ms. Koenig is a partner in ABRY, which she joined in 1993. From 1988 to 1992, Ms. Koenig was a Vice President, partner and member of the board of directors of Sillerman Communication Management Corporation, a merchant bank, which made investments principally in the radio industry. From 1986 to 1988, Ms. Koenig was the Director of Finance for Magera Management, an independent motion picture financing company. She is presently a director (or the equivalent) of Gallarus Media Holdings, Inc., Commerce Connect Media Holdings, Inc., Fanfare Media Works Holdings, Inc. and WideOpenWest Holdings, LLC.

Royce Yudkoff has served as a Director since 1997 and was our Vice President and Assistant Secretary from 1997 until March 2002. Since 1989, Mr. Yudkoff has served as the President and Managing Partner of ABRY. Prior to joining ABRY, Mr. Yudkoff was affiliated with Bain & Company, serving as a partner from 1985 to 1988. Mr. Yudkoff is presently a director (or the equivalent) of several companies, including Metrocall Holdings, Inc., Muzak Holdings LLC, Quorum Broadcast Holdings, LLC and Talent Partners.

Geoff Armstrong will become a Director prior to completion of this offering. Mr. Armstrong is Chief Executive Officer of 310 Partners, a private investment firm. From March 1999 through September 2000, Mr. Armstrong was the Chief Financial Officer of AMFM, Inc., which was publicly traded on the New York Stock Exchange until it was purchased by Clear Channel Communications in September 2000. From June 1998 to February 1999, Mr. Armstrong was Chief Operating Officer and a director of Capstar Broadcasting Corporation, which merged with AMFM, Inc. in July 1999. Mr. Armstrong was a founder of SFX Broadcasting, which went public in 1993, and subsequently served as Chief Financial Officer, Chief Operating Officer, and a director until the company was sold in 1998 to AMFM. Mr. Armstrong has served as a director and the chairman of the audit committee of Radio One, Inc. since June 2001 and May 2002, respectively.

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Michael Donovan will become a Director prior to completion of this offering. He is the founder and majority shareholder of Donovan Data Systems Inc., a privately held supplier of computer services to the advertising and media industries. Mr. Donovan has served as Chairman and Chief Executive Officer of Donovan Data Systems Inc. since 1967. He is also a director of the Statue of Liberty/Ellis Island Foundation and on the board of advisors of the Yale Divinity School.

I. Martin Pompadur will become a Director prior to the completion of this offering. In June of 1998, Mr. Pompadur joined News Corporation as Executive Vice President of News Corporation, President of News Corporation Eastern and Central Europe and a member of News Corporation’s Executive Management Committee. In January 2000, Mr. Pompadur was appointed Chairman of News Corp Europe. Prior to joining News Corporation, Mr. Pompadur was President of RP Media Management and held executive positions at several other media companies. He currently sits on the Boards of BskyB, Stream, Metromedia International, Premiere World, Kirch Media, Linkshare, News Out of Home B.V., Balkan Bulgarian and RP Coffee Ventures.

Board Committees

Shortly after the completion of this offering, we intend to establish an audit committee and a compensation committee. Each of the audit committee and the compensation committee will consist of Geoff Armstrong, Michael Donovan and Martin Pompadur, three independent directors who are not our employees and have no business relationships with us.

The audit committee will be responsible for reviewing our internal accounting procedures and consulting with and reviewing the services provided by our independent accountants. The compensation committee’s primary responsibilities will be reviewing and recommending to the board of directors the compensation and benefits of all of our officers and directors, including equity-based awards, and establishing and reviewing general policies relating to the compensation and benefits of our employees.

Compensation Committee Interlocks and Insider Participation

Currently, our board of directors performs the functions that will be delegated to the compensation committee. During the year ended December 31, 2002, Perry A. Sook, our Chief Executive Officer, participated in deliberations of the board of directors with respect to executive compensation. None of our directors or executive officers served, and we anticipate that no member of our board of directors or executive officers will serve, as a member of the board of directors or compensation committee of any other company that has one or more executive officers serving as a member of our board of directors.

Director Compensation

We currently reimburse members of the board of directors for any reasonable out-of-pocket expenses incurred by them in connection with attendance at board meetings. We intend to pay each member of our audit and compensation committees a nominal fee for their service. We do not anticipate paying any other fees to our board of directors.

Limitations on Directors’ Liability and Indemnification

Our certificate of incorporation limits the liability of directors to the maximum extent permitted by Delaware law. Specifically, a director will not be personally liable for monetary damages for breach of fiduciary duty as a director, except liability for:

•

any breach of their duty of loyalty to us or our stockholders;

•

acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•

unlawful payments of dividends or unlawful stock repurchases or redemptions; or

•

any transaction from which the director derived an improper personal benefit.

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The limitation of liability does not apply to liabilities arising under the federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

Our certificate of incorporation provides that we will indemnify our directors and officers and may indemnify our employees and other agents to the fullest extent permitted by law. We believe that indemnification under our certificate of incorporation covers at least negligence and gross negligence on the part of indemnified parties. Our certificate of incorporation also permits us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in his or her capacity as an officer, director, employee or other agent.

The limited liability and indemnification provisions in our certificate of incorporation may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty and may reduce the likelihood of derivative litigation against our directors and officers, even though a derivative action, if successful, might otherwise benefit us and our stockholders. A stockholder’s investment in us may be adversely affected to the extent we pay the costs of settlement or damage awards against our directors and officers under these indemnification provisions.

At present, there is no pending litigation or proceeding involving any of our directors, officers or employees in which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted for directors, officers and controlling persons of us pursuant to the foregoing provisions or otherwise, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

Executive Compensation

The compensation of our executive officers is currently determined by our board of directors and, after completion of this offering, will be determined by the compensation committee we will establish after the completion of this offering. In determining compensation levels, the compensation committee will consider the executive officers’ performance, the market compensation level for comparable positions, our performance goals and objectives and other relevant information. In addition, we intend to compensate our executive officers and key employees with stock options or other types of equity incentives. Please see “2003 Long Term Incentive Plan” for a description of the plan under which these options may be granted.

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The following table sets forth the compensation earned or awarded for services rendered to us in all capacities for the fiscal years ended December 31, 2000, 2001 and 2002, by our Chief Executive Officer and our four other most highly compensated executive officers who earned more than $100,000 in salary and bonus during the fiscal years ended December 31, 2000, 2001 and 2002, to whom we refer in this prospectus collectively as our executive officers.

Summary Compensation Table

	Year		Annual Compensation							All Other Compensation
Name and Principal Position	Year		Salary		Bonus			Other Annual Compensation ⁽¹⁾		All Other Compensation
Perry A. Sook	2002		$	473,308	$	350,000	⁽²⁾	$	4,017	$	—
President, Chief Executive Officer and Director	2001 2000			289,230 274,615		150,000 —	⁽²⁾		3,402 11,248		1,629 —	⁽³⁾

Duane A. Lammers	2002			219,365		100,000			3,013		—
Chief Operating Officer	2001			184,681		—			1,376		—
	2000			179,693		40,000			3,084		—

G. Robert Thompson	2002	⁽⁴⁾		118,396		20,000			—		—
Chief Financial Officer

Timothy C. Busch	2002			156,584		30,604			930		—
Senior Vice President, Regional Manager	2001			141,346		15,000			2,020		14,848	⁽³⁾
	2000			75,692		—			1,148		4,946	⁽³⁾

Shirley E. Green	2002			123,077		20,000			3,982		—
Vice President, Finance	2001			98,980		—			5,145		—
	2000			94,000		20,000			5,785		—

(1)

Represents the value of the personal use of automobiles.

(2)

In 2001, represents advance against future bonus payments, which was netted against the $350,000 earned in 2002.

(3)

Represents reimbursement for moving expenses.

(4)

Joined Nexstar in May 2002.

Employment Agreements

Perry A. Sook

Mr. Sook is employed as President and Chief Executive Officer under an employment agreement with us. The term of the agreement expires on December 31, 2008 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the agreement, effective as of October 1, 2002, Mr. Sook’s base salary was $600,000 in 2002, and is $615,000 in 2003, $630,000 in 2004, $650,000 in 2005, $675,000 in 2006, $700,000 in 2007 and $750,000 in 2008. In addition to his base salary, Mr. Sook received a bonus of $350,000 for 2002, and is eligible to receive a targeted bonus of $307,500 for 2003, $315,000 for 2004, $325,000 for 2005, $337,500 for 2006, $350,000 for 2007 and $375,000 for 2008, upon achievement of goals established by our board of directors. In the event of termination for reasons other than cause, or if Mr. Sook resigns for good reason, as defined in the agreement, Mr. Sook is eligible to receive his base salary for a period of one year. Concurrent with this offering, we will grant under our long-term incentive plan to Mr. Sook an option to acquire 300,000 shares of our Class A common stock at an exercise price equal to the initial public offering price. Pursuant to an amendment to Mr. Sook’s employment agreement, upon the completion of this offering, we will pay Mr. Sook a success fee of $4 million, which he has agreed to use to repay in full his loan from Bank of America, N.A., which is guaranted by us and has an outstanding principal amount of $3 million.

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Duane A. Lammers

Effective October 1, 2002, Mr. Lammers became Chief Operating Officer under an employment agreement with us. Prior to that time, Mr. Lammers served as Executive Vice President. The agreement terminates on June 30, 2008 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the agreement, Mr. Lammers’ base salary is $300,000 from July 1, 2003 through June 30, 2004, $310,000 through June 30, 2005, $320,000 through June 30, 2006, $330,000 through June 30, 2007 and $340,000 through June 30, 2008 and thereafter. In addition to his base salary, Mr. Lammers is eligible to earn a targeted annual bonus of $150,000 for fiscal year 2003, $155,000 for 2004, $160,000 for 2005, $165,000 for 2006 and $170,000 for 2007 and thereafter at the discretion of our chief executive officer, based on Mr. Lammers’ attainment of, among other things, certain financial performance targets. In the event of termination upon change of control or for reasons other than cause, or if Mr. Lammers resigns for good reason, as defined in the agreement, Mr. Lammers is eligible to receive his base salary for a period of one year. Concurrent with this offering, we will grant under our long-term incentive plan to Mr. Lammers an option to acquire 100,000 shares of our Class A common stock at an exercise price equal to the initial public offering price.

G. Robert Thompson

Mr. Thompson is employed as Chief Financial Officer under an employment agreement with us. The term of the agreement expires on May 12, 2007 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the agreement, Mr. Thompson’s base salary is $225,000 from September 1, 2003 through August 31, 2004, $235,000 through August 31, 2005, $240,000 through August 31, 2006 and $250,000 through September 1, 2006 and thereafter. In addition to his base salary, Mr. Thompson received a bonus of $20,000 for the year ended December 31, 2002, and is eligible to receive a targeted annual bonus of $35,000 for 2003, $40,000 for 2004, $45,000 for 2005, $50,000 for 2006 and thereafter. In the event of termination upon change of control or for reasons other than cause, or if Mr. Thompson resigns for good reason, as defined in the agreement, Mr. Thompson is eligible to receive his base salary for a period of one year. Concurrent with this offering, we will grant under our long-term incentive plan to Mr. Thompson an option to acquire 50,000 shares of our Class A common stock at an exercise price equal to the initial public offering price.

Shirley E. Green

Ms. Green is employed as Vice President, Finance under an employment agreement with us. The term of the agreement ends on June 30, 2007 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the agreement, Ms. Green’s base salary is $175,000 from July 1, 2003 through August 31, 2004, $180,000 through August 31, 2005, $185,000 through August 31, 2006 and $190,000 through August 31, 2007 and thereafter. In addition to her base salary, Ms. Green is eligible to earn a targeted annual bonus of $20,000 for each year through June 30, 2007 at the discretion of our chief executive officer, based on Ms. Green’s attainment of goals set by our chief executive officer. In the event of termination upon change of control or for reasons other than cause, or if Ms. Green resigns for good reason, as defined in the agreement, Ms. Green is eligible to receive her base salary for a period of one year. Concurrent with this offering, we will grant under our long-term incentive plan to Ms. Green an option to acquire 30,000 shares of our Class A common stock at an exercise price equal to the initial public offering price.

Timothy C. Busch

Mr. Busch is employed as Senior Vice President, Regional Manager under an employment agreement with us. The initial term of his agreement terminates on June 30, 2008 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the agreement, Mr. Busch’s base salary is $250,000 from July 1, 2003 through June 30, 2004, $260,000 through

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June 30, 2005, $270,000 through June 30, 2006, $280,000 through June 30, 2007, and $290,000 through June 30, 2008 and thereafter. In addition to his base salary, Mr. Busch is eligible to earn a targeted annual bonus of $100,000 for 2003, $105,000 for 2004, $110,000 for 2005, $115,000 for 2006, and $120,000 for 2007 and thereafter. In the event of termination upon change of control or for reasons other than cause, or if Mr. Busch resigns for good reason, as defined in the agreement, Mr. Busch is eligible to receive his base salary for a period of one year. Concurrent with this offering, we will grant under our long-term incentive plan to Mr. Busch an option to acquire 50,000 shares of our Class A common stock at an exercise price equal to the initial public offering price.

Brian Jones

Mr. Jones is employed as Senior Vice President, Regional Manager under an employment agreement with us. The initial term of his agreement terminates on May 1, 2008 and automatically renews for successive one-year periods unless either party notifies the other of its intention not to renew the agreement. Under the agreement, Mr. Jones’ base salary is $250,000 from May 1, 2003 through April 30, 2004, $260,000 through April 30, 2005, $270,000 through April 30, 2006, $280,000 through April 30, 2007 and $290,000 through April 30, 2008 and thereafter. In addition to his base salary, Mr. Jones is eligible to earn a targeted annual bonus of $100,000 for 2003, $105,000 for 2004, $110,000 for 2005, $115,000 for 2006 and $120,000 for 2007 and thereafter. In the event of termination upon a change of control or for reasons other than cause, or if Mr. Jones resigns for good reason, as defined in the agreement, Mr. Jones is eligible to receive his base salary for a period of one year. Concurrent with this offering, we will grant under our long-term incentive plan to Mr. Jones an option to acquire 50,000 shares our Class A common stock at an exercise price equal to the initial public offering price.

2003 Long Term Incentive Plan

Prior to the completion of this offering, our board of directors and stockholders will adopt our long-term equity incentive plan. The plan is intended to motivate and reward directors, executive officers and other key employees and to enable us to obtain and retain the services of directors, employees and consultants we consider essential to our long-term success. The plan provides for awards to be granted in the form of incentive stock options, non-qualified stock options, stock appreciation rights (“SARs”), either alone or in tandem with options, restricted stock, performance awards, or any combination of the foregoing. Awards under the plan may be granted only to persons who are our or our subsidiaries’ executives, directors, other key employees and consultants. Approximately 23 individuals are eligible for awards under the plan, and if we complete the Quorum acquisition, we expect that 8 additional individuals will be eligible for awards under the plan. Our board of directors has delegated the administration of the plan to the board’s compensation committee, which has the authority to grant awards under the plan and to determine any terms, conditions, or restrictions relating to such awards.

We have in the past granted equity incentives to some of our executive officers and key employees. At the time of the reorganization, holders of common membership interests in Nexstar Broadcasting Group, L.L.C. will receive a percentage of our Class A common stock based on a distribution calculated to reflect the Nexstar Broadcasting Group, L.L.C. member’s economic interest. Upon the completion of the Quorum acquisition, holders of membership interests in Quorum will receive a percentage of our Class A common stock based on a distribution calculated to reflect each member’s economic interest. Upon completion of this offering and the completion of the Quorum acquisition, options to purchase 1,300,000 shares of our Class A common stock will be outstanding under the plan.

Other than options to purchase an aggregate of 1,300,000 shares of our Class A common stock that will be issued at the time of completion of this offering and the Quorum acquisition, if completed, to certain individuals under our plan, we have not granted any stock options, SARs, restricted stock, performance awards, or other rights or benefits under the plan, and any future grants have not been determined. The number of shares of our common stock with respect to which benefits may be granted under the plan may not exceed 3,000,000 shares of

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our Class A common stock. If there is any change in our common stock, the number and type of shares available under the plan and/or the price thereof will be appropriately adjusted. Upon completion of this offering and the Quorum acquisition, there will be 1,700,000 shares available for grant under the plan.

Options granted under the plan that are intended to qualify as incentive stock options must be exercised within ten years of the date of grant of the option or the expiration date set forth in the option grant, if earlier, subject to earlier expiration upon termination of the holder’s employment. The exercise price of all options intended to qualify as incentive stock options must be at least equal to the fair market value of the underlying shares of common stock on the date of the grant. Incentive stock options granted to any participant who owns 10% or more of our outstanding common stock must have an exercise price equal to or exceeding 110% of the fair market value of a share of common stock on the date of the grant and must not be exercisable for longer than five years. No participant will be granted in any one calendar year either options or SARs to purchase a number of shares in excess of 10% of the total number of shares authorized under the plan.

SARs granted under the plan are subject to such terms and conditions as the compensation committee specifies, except that SARs granted in tandem with options may be exercised only at the same time and on the same conditions as the related options. All SARs are exercised automatically on the day before the expiration of the SARs or any related options, and SARs granted in tandem with options expire at the same time the related options expire, so long as the fair market value of a share of common stock on such date exceeds the exercise price of the SAR or any related option, as applicable. Grants of restricted stock under the plan are generally subject to restrictions of at least six months’ duration unless otherwise specified by the compensation committee.

Performance awards granted under the plan may include specific dollar-value target awards, performance units (the value of which is determined by the compensation committee at time of grant), and/or performance shares. The value of each performance award may be fixed or may fluctuate based on a performance factor selected by the compensation committee, and the compensation committee has complete discretion in determining the amount, type and period of performance measurement for each performance award. The performance goals and objectives of any such award are also established by the compensation committee.

Our board of directors or the compensation committee may amend or terminate the plan, but the plan may not be amended without the approval of our stockholders if such amendment would violate any law or agreement or the rules of any exchange upon which our common stock is listed.

The options outstanding under the plan upon the completion of this offering and the Quorum acquisition will be subject to vesting. Upon the completion of this offering and the Quorum acquisition, options to purchase 345,000 shares of our Class A common stock will be vested, and options to purchase 955,000 shares of our Class A common stock will vest ratably over five years from the date of grant.

Following the termination of a participant’s services, the vesting schedule and/or exercisability of the participant’s options and SARs may change, or the participant may be required to forfeit his options and SARs. If a participant’s services are terminated for cause, then all of the participant’s options and SARs are immediately forfeited. Following the retirement of a participant, (1) the participant’s options and SARs that are exercisable on the date of retirement will be exercisable until the earlier of 90 days after the participant’s retirement and the expiration of the options and SARs and (2) the participant’s options and SARs that are not exercisable on the date of retirement are immediately forfeited, provided that such options and SARs may become fully vested and exercisable in the discretion of the committee. Except as otherwise determined by the compensation committee, if a participant’s services are terminated due to any reason other than cause, retirement, death or disability, then (1) the participant’s options and SARs that are exercisable on the date of termination will be exercisable until the earlier of 30 days from the date of termination and the expiration of the options and SARs and (2) the options and SARs that are not exercisable on the date of termination are immediately forfeited.

Except as otherwise determined by the compensation committee or as described below with respect to the termination of a participant’s services in certain circumstances including a change of control, no grant under the

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plan may be exercised, and no restrictions relating to the grant may lapse, within six months of the date of the grant. Each employee to whom a grant is made under the plan will enter into a written agreement with us that will contain additional provisions relating to the vesting of the grant.

If a participant’s services are terminated within one year following a change of control, then all of the participant’s options and SARs become immediately fully vested and exercisable and remain so for up to one year after the date of termination but in no event after the expiration date of the award. In addition, the compensation committee may grant options that become fully vested and immediately exercisable automatically upon a change of control, whether or not the participant is subsequently terminated. Further, upon a change of control all restrictions on shares of restricted stock granted to a participant immediately lapse, and a participant who has been granted a performance award will earn no less than the portion of the performance award that he would have earned if the applicable performance cycle had terminated on the date of the change of control.

New Plan Benefits

The number of shares of our Class A common stock with respect to which benefits may be granted under our long-term incentive plan may not exceed 3,000,000 shares of our Class A common stock. The following table sets forth the number of shares of our Class A common stock underlying these options to: (i) each of our executive officers named in the Summary Compensation Table, (ii) our executive officers as a group; (iii) all current directors who are not executive officers as a group; and (iv) all of our employees as a group other than our executive officers. We intend to grant these options concurrent with this offering at an exercise price equal to the initial public offering price.

Long-Term Incentive Plan

Name and Position		Number of Options
Perry A. Sook President, Chief Executive Officer and Director		300,000
Duane A. Lammers Chief Operating Officer		100,000
G. Robert Thompson Chief Financial Officer		50,000
Shirley E. Green Vice President, Finance		30,000
Timothy C. Bush Senior Vice President, Regional Manager		50,000
Executive Group ⁽¹⁾		580,000
Non-Executive Director Group		0
Non-Executive Officer Employee Group ⁽²⁾		720,000

(1) Includes 50,000 options received by Brian Jones who was hired in May 2003.

(2) Includes 345,000 options received upon the consummation of the Quorum acquisition.

U.S. Federal Income Tax Effects

Certain of the federal income tax consequences to participants and us concerning awards granted under our long-term equity incentive plan are generally set forth in the following summary.

Stock Options

An optionee holding a nonqualified stock option will not recognize income at the time of grant of such option. When the optionee exercises the nonqualified stock option, the optionee will recognize ordinary compensation income equal to the difference, if any, between the option price paid and the fair market value, as of the date of option exercise, of the shares the optionee receives. The tax basis of such shares to the optionee will be equal to the option price paid plus the amount includible in the optionee’s gross income, and the

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optionee’s holding period for such shares will commence on the date on which the optionee recognized taxable income in respect of such shares. We will generally be entitled to a federal income tax deduction in respect of a nonqualified stock option in an amount equal to the ordinary compensation income recognized by the optionee.

An optionee holding an incentive stock option which qualifies under Section 422 of the Code will not recognize income at the time of grant or exercise of the option. No federal income tax deduction will be allowable by us upon the grant or exercise of the incentive stock option. However, upon the exercise of an incentive stock option, any excess of the fair market price of the common stock over the option price constitutes a tax preference item which may have alternative minimum tax consequences for the optionee. If the optionee sells such shares more than one year after the date of transfer of such shares and more than two years after the date of grant of the incentive stock option, the optionee will normally recognize a long-term capital gain or loss equal to the difference, if any, between the sale prices of any such shares and the option price. If the optionee does not hold such shares for the required period, when the optionee sells such shares, the optionee will recognize ordinary compensation income and possibly capital gain or loss and we will generally be entitled to a federal income tax deduction in the amount of such ordinary compensation income.

Restricted Stock

The federal income tax consequences of awards of restricted stock are generally governed by Section 83 of the Code. Generally, a participant will not be taxed on an award of restricted stock until the award vests, unless the participant makes an election under Section 83(b) of the Code to be subject to taxation upon grant, rather than upon vesting. A Section 83(b) election must be made no later than 30 days following the date of grant. If the election is made, the participant will be subject to taxation on the fair market value of the shares on the date of grant.

If a participant does not make a Section 83(b) election, the participant will be subject to taxation based on the full fair market value of the shares included in the award, plus any cash distributed in lieu of fractional shares, at the time of vesting. The amount recognized as income by a participant, whether in connection with a Section 83(b) election or at the time of vesting, will be subject to ordinary income tax at the rates in effect at that time and will also be subject to all applicable employment tax withholdings.

A participant will have a tax basis in shares equal to the fair market value of the shares on the date first taxed (the date of grant, if a Section 83(b) election was made, otherwise, the date of vesting). Any gain or loss recognized by a participant will be either long term or short term, depending on the participant’s holding period for the shares at the time of disposition.

Section 162(m) of the Internal Revenue Code

The Revenue Reconciliation Act of 1993 limits the annual deduction a publicly-held company may take for compensation paid to its chief executive officer or any of its four other highest compensated officers in excess of $1 million per year, excluding for this purpose compensation that is “performance-based” within the meaning of Section 162(m) of the Code. We intend that compensation realized upon the exercise of a stock option granted under the plan be regarded as “performance-based” under Section 162(m) and that such compensation be deductible without regard to the limits imposed by Section 162(m) on compensation that is not “performance-based.” Compensation realized upon the exercise of an option granted under the plan will not qualify as performance-based except to the extent paid pursuant to grants made under the plan following the approval of the plan by our stockholders in accordance with Section 162(m)(4)(C) of the Code and the related Treasury Regulations, and except to the extent that other requirements are satisfied.

Qualified 401(k) Plan

We maintain a tax qualified 401(k) plan. Employees are permitted to contribute up to 15% of their annual compensation to our 401(k) plan, subject to the maximum amount permitted by law.

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Executive Loan Guarantee

Pursuant to an individual loan agreement dated January 5, 1998, Bank of America, N.A., an affiliate of Banc of America Securities LLC, one of the underwriters of this offering, has established a loan facility under which Mr. Sook may borrow an aggregate amount of up to $3.0 million. As of September 30, 2003, approximately $3.0 million in principal amount of loans were outstanding under that facility. The proceeds of those loans have been used by Mr. Sook, in part to, invest in us. We have guaranteed the payment of up to $3.0 million in principal amount of those loans. Mr. Sook’s loan expires on December 31, 2004. In accordance with the requirements of the Sarbanes-Oxley Act of 2002, our guarantee of Mr. Sook’s loan will not be renewed after the expiration of Mr. Sook’s existing loan. Upon completion of this offering, Mr. Sook will repay the loan in full. See “Use of Proceeds.”

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CERTAIN TRANSACTIONS

Nexstar Transactions with ABRY

Equity Transactions

ABRY made the following investments in our predecessor, Nexstar Broadcasting Group, L.L.C.:

•

In June 1996, ABRY purchased approximately $2.9 million of common membership interests, which will be exchanged into shares of Class B common stock in connection with our corporate reorganization;

•

In April 1997, ABRY purchased approximately $17.3 million of common membership interests, which will be exchanged into shares of Class B common stock in connection with our corporate reorganization;

•

In January 1998, ABRY purchased approximately $37.0 million of common membership interests, which will be exchanged into shares of Class B common stock in connection with our corporate reorganization;

•

In November 1999, ABRY purchased approximately $2.9 million of common membership interests, which will be exchanged into shares of Class B common stock in connection with our corporate reorganization;

•

In January 2001, ABRY purchased approximately $14.6 million of common membership interests, which will be exchanged into shares of Class B common stock in connection with our corporate reorganization;

•

In August 2001, ABRY purchased approximately $24.4 million of common membership interests, which will be exchanged into shares of Class B common stock in connection with our corporate reorganization; and

•

In November 2001, ABRY purchased $15.0 million of Series BB preferred membership interests, which were converted into common membership interests on May 14, 2003; in connection with the conversion, an accrued dividend of approximately $3.7 million was paid to ABRY.

In connection with this offering, ABRY’s membership interests in Nexstar will be converted into 12,896,149 shares of our Class B common stock, assuming an initial public offering price for our Class A common stock of $15.00 per share, the mid-point of the range set forth on the cover of this prospectus. See “Nexstar Management’s Discussion and Analysis of Financial Condition and Results of Operations—Introduction—Corporate Reorganization,” “Use of Proceeds” and “Principal Stockholders.”

On January 12, 2001, ABRY purchased preferred membership interests in Nexstar Finance Holdings II, L.L.C. (formerly Nexstar Finance Holdings, L.L.C.), a wholly-owned subsidiary of Nexstar Broadcasting Group, L.L.C., for a total consideration of $50.0 million. The preferred membership interests were subsequently redeemed in aggregate for the original purchase price on May 17, 2001 and August 7, 2001. In connection with the redemption, an accrued dividend of approximately $2.4 million was paid to ABRY.

ABRY Management and Consulting Services Agreement

Pursuant to a second amended and restated management and consulting services agreement between us and ABRY Partners, L.L.C., dated as of January 5, 1998, ABRY Partners, L.L.C. was entitled to a management fee for certain financial and management consulting services provided to us, including in connection with any acquisitions or divestitures in which ABRY Partners, L.L.C. substantially assisted in the organization or structuring. Under the agreement, the management fee was based on the purchase price of any such acquisition or divestiture, as well as a certain amount per annum paid for each broadcast station owned or managed by us. Pursuant to this agreement, we paid ABRY Partners, L.L.C. $ 265,000 in 1999 and $ 276,000 in 2000. ABRY Partners, L.L.C. terminated the agreement effective December 31, 2000; however, ABRY Partners, L.L.C. continues to be reimbursed for any reasonable out-of-pocket expenses incurred.

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Quorum Transactions with ABRY

Equity Transactions

ABRY made the following investments in Quorum:

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In May 1998, ABRY purchased approximately $21.4 million of common membership interests;

•

In October 1998, ABRY purchased $38.0 million in common membership interests;

•

In December 1998, ABRY purchased approximately $2.6 million in common membership interests;

•

In January 1999, ABRY purchased $12.7 million in common membership interests;

•

In April 1999, ABRY purchased approximately $11.6 million in common membership interests;

•

In December 1999, ABRY loaned the Company $1.5 million, which was repaid with accrued interest of $65,000 in June 2000;

•

In January 2000, ABRY loaned the Company $3.5 million, which was repaid with accrued interest of $131,000 in June 2000;

•

In April 2001, ABRY loaned the Company $3.0 million, which converted automatically into Series B preferred membership interests and common membership interests eighteen months later;

•

In May 2001, ABRY loaned the Company $22.0 million, which converted automatically into Series B preferred membership interests and common membership interests eighteen months later;

•

In February 2002, ABRY purchased $5.0 million in Series B preferred membership interests and common membership interests.

In connection with the Quorum acquisition, ABRY’s preferred and common membership interests in Quorum will be exchanged for 3,288,674 shares of our Class A common stock, assuming an initial public offering price for our Class A common stock of $15.00 per share, the mid-point of the range set forth on the cover of this prospectus.

ABRY Management and Consulting Agreement

Pursuant to a management and consulting agreement between Quorum and ABRY Partners, L.L.C., an affiliate of ABRY, ABRY Partners, L.L.C. is entitled to a management fee for certain management and financial advisory services. Since 1998, management fees of approximately $1.1 million and reimbursable expenses of approximately $0.1 million have accrued under this agreement. The accrued management fees will be paid to ABRY Partners, L.L.C. in 74,881 shares of our Class B common stock, assuming an initial public offering price of $15.00 per share, and the reimbursable expenses will be paid in cash and the agreement will be terminated upon the completion of the Quorum acquisition.

Nexstar Transactions with Banc of America Capital Investors L.P.

In August 2001, Nexstar Broadcasting Group, L.L.C. issued mandatorily redeemable 15% Series AA preferred membership interests and common membership interests to Banc of America Capital Investors L.P., or BACI, for total consideration of $40.0 million. BACI will receive approximately $54.5 million of the proceeds from this offering to redeem its mandatorily redeemable 15% Series AA preferred membership interests, plus accrued yield and redemption premium, in accordance with their terms. In connection with our corporate reorganization, BACI’s common membership interests will be converted into 1,364,197 shares of our Class C common stock assuming an initial public offering price of $15.00 per share of our Class A common stock. Accordingly, following this offering, BACI will own all of our Class C common stock. In connection with the issuance of the series AA preferred interests, BACI received approximately $811,000 in placement fees. In the first quarter of 2002 and the first quarter of 2003, we made tax-related distributions to BACI in the amounts of $1.4 million and $1.5 million, respectively, in connection with their ownership of the Series AA preferred membership interests. These amounts were and will be deducted from the amount we pay to BACI to redeem the Series AA preferred membership interests. Upon the conversion of ABRY’s Series BB preferred membership

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interests into common interests as described in “—Nexstar Transactions with ABRY” above, we made an antidilution issuance of common membership interests to BACI. BACI is affiliated with Banc of America Securities LLC, one of the underwriters in this offering.

Nexstar and Mission Transactions with Bank of America, N.A. and Banc of America Securities LLC

Senior Credit Facilities

On June 1, 1999, we and Mission each entered into senior secured credit facilities in the aggregate amount of $250.0 million with Bank of America, N.A., an affiliate of BACI, one of our principal stockholders. Bank of America, N.A. acted as lender and administrative agent in connection with the senior credit facilities and received approximately $150,200 in fees for its services. In addition, Banc of America Securities LLC acted as sole lead arranger and sole book manager and received approximately $375,000 in fees for its services. Pursuant to the senior credit facilities, we and Mission also paid Bank of America, N.A. quarterly commitment fees in the aggregate amounts of approximately $19,300 in 1999 and $60,600 in 2000.

On January 12, 2001, we and Mission each entered into new senior secured credit facilities in the aggregate amount of $275.0 million with Bank of America, N.A., which replaced the June 1999 senior credit facilities. Bank of America, N.A. acted as lender and administrative agent in connection with the senior credit facilities and received approximately $658,000 in fees for its services. In addition, Banc of America Securities LLC acted as sole lead arranger and sole book manager and received approximately $2.6 million in fees for its services. Pursuant to the senior credit facilities, we and Mission also paid Bank of America, N.A. quarterly commitment fees in the aggregate amount of approximately $101,300 in 2001.

On June 14, 2001, we entered into an amendment to its senior credit facilities to create the Term A loan facility and Term B loan facility. Bank of America, N.A. and Banc of America Securities LLC did not receive any fees in connection with the amendment.

On November 14, 2001, we and Mission entered into an amendment to their senior credit facilities to adjust financial covenants effective September 30, 2001 and future periods and to reduce Nexstar Finance’s revolving credit facility and increase Mission’s revolving credit facility. In connection with the amendment, Bank of America, N.A. received approximately $52,800 in fees.

On June 5, 2002, we and Mission entered into an amendment to their senior credit facilities to allow us to undertake our corporate reorganization and the other transactions related to this offering. In connection with the amendment, Bank of America, N.A. and Banc of America Securities LLC received a fee of approximately $172,400.

On February 13, 2003, we and Mission each entered into new senior secured credit facilities in the aggregate amount of $265 million with Bank of America, N.A., which replaced the January 2001 senior credit facilities. Bank of America, N.A. again acted as lender and administrative agent and received approximately $125,000 in fees for its services. Banc of America Securities LLC acted as a joint lead arranger and joint book manager with Bear, Stearns & Co. Inc. and received approximately $2.0 million in fees for its services. Pursuant to the senior credit facilities, Bank of America, N.A. will receive annual fees of approximately $100,000 for its services as administrative agent.

On September 5, 2003, we and Mission each entered into a limited consent and waiver with the lenders under our respective credit agreements to consent to and waive any defaults thereunder as a result of the execution and delivery of a management and consulting services agreement between Nexstar Management Inc. and Quorum and a merger agreement between Quorum and us in relation to the Quorum acquisition. This consent and waiver does not extend to the consummation of the Quorum acquisition which is still subject to us and Mission obtaining further consents or amendments to our credit agreements. In connection with such consent and waiver, Bank of America, N.A. was reimbursed for its reasonable expenses.

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Unsecured Interim Loan

On January 12, 2001, Banc of America Bridge LLC acted as lender and lead arranger in connection with an unsecured interim loan to us in the amount of $40.0 million. Of this amount, $30.0 million was repaid in connection with Nexstar Finance’s offering of 12% senior subordinated notes due 2008. The remaining $11.2 million (including accrued interest) was repaid with proceeds from the offering of the 16% senior discount notes due 2009. Banc of America Bridge LLC received approximately $1.1 million in fees for its services.

Senior Subordinated Notes

On March 16, 2001, Nexstar Finance issued $160.0 million of 12% senior subordinated notes due 2008. Banc of America Securities LLC was an initial purchaser and the sole book-running manager in connection with the offering and received approximately $3.0 million in underwriting discounts and commissions in connection with the offering.

In connection with the Quorum acquisition, Nexstar Finance intends to issue $125.0 million aggregate principal amount of senior subordinated notes in a private placement to qualified institutional buyers. Banc of America Securities LLC will be one of the initial purchasers and the lead manager in the private placement and is expected to receive customary fees for such services.

Senior Discount Notes

On May 17, 2001, Nexstar Finance Holdings issued 36,988 units, each consisting of $1,000 aggregate principal amount at maturity of 16% senior discount notes due 2009 and a non-voting equity interest in us. Banc of America Securities LLC was an initial purchaser and the sole book-running manager in connection with the offering and received approximately $333,000 in underwriting discounts and commissions in connection with the offering. Banc of America Securities LLC continues to own a portion of the units.

On March 27, 2003, Nexstar issued $130.0 million principal amount at maturity of 11 ³ / 8 % senior discount notes due 2013. Banc of America Securities LLC was an initial purchaser and a joint book-running manager with Bear, Stearns & Co. Inc. and received approximately $930,000 in underwriting discounts and commissions in connection with the offering.

Interest Rate Swap Agreements

On November 26, 2001, Nexstar Broadcasting Group, L.L.C. entered into a $93.3 million interest rate swap agreement with respect to its senior credit facilities. Bank of America, N.A. acted as sole agent for the transaction and received approximately $400,000 in fees for its services.

Quorum Transactions with Bank of America, N.A.

On April 16, 1999, Quorum entered into senior secured credit facilities in the aggregate amount of $240.0 million with Nationsbank N.A., which subsequently merged with and into Bank of America, N.A. Nationsbank N.A. acted as co-managing agent in connection with the senior credit facilities. In addition, NationsBanc Montgomery Securities LLC, which subsequently merged with and into Bank of America, N.A., acted as sole lead arranger and book manager in connection with the senior credit facilities. Nationsbank N.A. and NationsBanc Montgomery Securities LLC received aggregate fees of $2,581,716 for their services.

On June 23, 2000, Quorum entered into an amendment to its senior credit facilities to adjust certain financial covenants and to allow Quorum to draw upon funds available pursuant to a capital contribution agreement and to cure any financial covenant default. In connection with the amendment, Bank of America, N.A. received $18,380 in fees.

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On May 4, 2001, Quorum entered into an amendment to its senior credit facilities to allow it to sell certain of its assets, issue a convertible subordinated note to ABRY and to adjust certain financial covenants. Bank of America, N.A. did not receive any fees in relation to this amendment.

On May 15, 2001, Quorum entered into an amendment to its senior credit facilities to allow Quorum to issue discount notes. In connection with the amendment, Bank of America, N.A. received approximately $28,836 in fees.

On February 28, 2002, Quorum entered into an amendment to its senior credit facilities to adjust financial covenants and shorten the maturity of the debt. In connection with the amendment, Bank of America, N.A. received $45,644 in fees.

On September 5, 2003, Quorum entered into an amendment to its senior credit facilities to amend certain covenants and the amortization schedule. In connection with the amendment, Bank of America, N.A. received $56,507 in fees.

Transactions with Perry A. Sook

Equity Transactions

Perry A. Sook, our President and Chief Executive Officer, made the following investments in Nexstar Broadcasting Group, L.L.C.:

•

In June 1996, Mr. Sook purchased approximately $78,000 of common membership interests;

•

In April 1997, Mr. Sook purchased approximately $462,000 of common membership interests;

•

In January 1998, Mr. Sook purchased approximately $986,000 of common membership interests;

•

In November 1999, Mr. Sook purchased approximately $78,000 of common membership interests;

•

In January 2001, Mr. Sook purchased approximately $390,000 of common membership interests; and

•

In August 2001, Mr. Sook purchased approximately $651,000 of common membership interests.

In connection with our corporate reorganization, Mr. Sook will own 421,992 shares of our Class B common stock upon conversion of his common membership interests assuming an initial public offering price of $15.00 per share for our Class A common stock.

Perry A. Sook Guaranty

Pursuant to an individual loan agreement dated January 5, 1998, Bank of America, N.A., an affiliate of Banc of America Securities LLC, one of the underwriters of this offering, has established a loan facility under which Mr. Sook may borrow an aggregate amount of up to $3.0 million. As of September 30, 2003, approximately $3.0 million in principal amount of loans were outstanding under that facility. The proceeds of those loans have been used by Mr. Sook, in part to, invest in us. We have guaranteed the payment of up to $3.0 million in principal amount of those loans. Mr. Sook’s loan expires on December 31, 2004. In accordance with the requirements of the Sarbanes-Oxley Act of 2002, our guarantee of Mr. Sook’s loan will not be renewed after the expiration of Mr. Sook’s existing loan. Upon the completion of this offering, we will pay Mr. Sook a success fee of $4 million with which he will repay the loan in full. See “Use of Proceeds.”

Transactions between Nexstar and Mission

Local Service Agreements

We have local service agreements in place with Mission in seven markets: Erie, Pennsylvania; Wichita Falls, Texas; Wilkes Barre-Scranton, Pennsylvania; Joplin, Missouri; Abilene-Sweetwater, Texas; San Angelo, Texas; and Terre Haute, Indiana.

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In Erie, Pennsylvania, we have a time brokerage agreement dated as of April 1, 1996, as amended, which expires on August 16, 2006 and may be renewed for one term of five years with 90 days notice. This agreement allows us to program most of WFXP’s broadcast time, sell the station’s advertising time and retain the advertising revenue in exchange for monthly payments to Mission.

In Wichita Falls, Texas-Lawton, Oklahoma, we have a shared services agreement dated as of June 1, 1999, which has an initial term of 10 years. Under this agreement, Nexstar agreed to share the costs of certain services that Nexstar’s station KFDX and Mission’s stations KJTL and KJBO-LP individually incur. These shared services include news production, technical maintenance and security but do not include the services of senior management personnel, programming or sales. In consideration of services provided to KJTL and KJBO-LP by KFDX personnel, Mission pays Nexstar a monthly service fee, calculated based on the cash flow of KJTL and KJBO-LP.

Also in Wichita Falls, Texas-Lawton, Oklahoma, we have a joint sales agreement for the sale of commercial time dated as of June 1, 1999, which has an initial term of 10 years. Under this agreement, Nexstar purchases advertising time on KJTL and KJBO-LP and retains the advertising revenue, in return for payments to Mission of $100,000 per month, which may be adjusted according to Mission’s expenses.

In Wilkes Barre-Scranton, Pennsylvania, we have a shared services agreement dated as of January 5, 1998, which has an initial term of 10 years. The terms of this agreement are substantially similar to the terms of Nexstar’s shared services agreement in Wichita Falls except for the monthly fee, which is $250,000 per month. It obligates Nexstar’s station, WBRE, to perform certain services for Mission’s station, WYOU.

Also in Wilkes Barre-Scranton, Pennsylvania, we have a joint sales agreement for the sale of commercial time for WYOU dated as of June 30, 2003, the term of which will begin only at the later of (a) the 10th day after our written notice to Mission and (b) the satisfaction of certain requirements, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or HSR Act. The terms of this agreement are substantially similar to the terms of our joint sales agreements in Wichita Falls and Terre Haute.

In Joplin, Missouri-Pittsburg, Kansas, we have a shared services agreement dated as of April 1, 2002, which has an initial term of 10 years. The terms of this agreement are substantially similar to the terms of our shared services agreement in Wichita Falls. It obligates Nexstar’s station, KSNF, to perform certain services for Mission’s station, KODE.

Also in Joplin, Missouri-Pittsburg, Kansas, we have a joint sales agreement for the sale of commercial time for KODE dated as of June 30, 2003, the term of which will begin only at the later of (a) the 10th day after our written notice to Mission and (b) the satisfaction of certain requirements, if any, under the HSR Act. The terms of this agreement are substantially similar to the terms of our joint sales agreements in Wichita Falls and Terre Haute.

In Abilene-Sweetwater and San Angelo, Texas, we have a shared services agreement dated as of June 13, 2003, which has an initial term of 10 years. The terms of this agreement are substantially similar to the terms of Nexstar’s shared services agreement in Wichita Falls, except for the monthly fee, which is $150,000 per month. It obligates Nexstar’s station, KTAB, to perform certain services for Mission’s stations, KRBC and KSAN.

Also in Abilene-Sweetwater and San Angelo, Texas, we have a joint sales agreement for the sale of commercial time for KRBC and KSAN dated as of June 30, 2003, the term of which will begin only at the later of (a) the 10th day after our written notice to Mission and (b) the satisfaction of certain requirements, if any, under the HSR Act. The terms of this agreement are substantially similar to the terms of our joint sales agreements in Wichita Falls and Terre Haute.

In Terre Haute, Indiana, we have a shared services agreement dated as of May 9, 2003, which has an initial term of 10 years. The terms of this agreement are substantially similar to the terms of our shared services agreement in Wichita Falls. It obligates our station, WTWO, to perform certain services for Mission’s station, WBAK, which Mission will acquire in the fourth quarter of 2003, subject to FCC consent.

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Also in Terre Haute, Indiana, we have a joint sales agreement for the sale of commercial time for WBAK dated as of May 9, 2003, which has an initial term of 10 years. Nexstar purchases advertising time from Mission for WBAK and retains the advertising revenue, in return for payments to Mission of $100,000 per month, which may be adjusted according to Mission’s expenses.

The table below indicates the financial arrangements we have with each of the Mission stations

Station	Type of Agreement	Consideration to Nexstar (in thousands)
		2000		2001		2002
WYOU	Shared Services Agreement	$	3,630	$	3,993	$	3,000
KODE	Shared Services Agreement*		—		—		1,447
KRBC/KSAN	Shared Services Agreement**		—		—		—

	Total	$	3,630	$	3,993	$	4,447

Agreement became effective April 1, 2002. The monthly payment is based on 90% of available cash flow.

Agreement became effective June 13, 2003.

Station	Type of Agreement	Consideration to Mission (in thousands)
		2000		2001		2002
KJTL/KJBO-LP	Joint Sales/Shared Services Agreement	$	2,215	$	1,907	$	1,713
WFXP	Time Brokerage Agreement		142		153		156
WBAK	Joint Sales/Shared Services Agreement*		—		—		—

	Total	$	2,357	$	2,060	$	1,869

Agreement became effective May 9, 2003.

Option Agreements

In consideration of Nexstar’s guarantee of indebtedness incurred by Mission, Nexstar has options to purchase the assets of Mission’s stations in Erie, Joplin, Wichita Falls, Wilkes Barre-Scranton, Abilene, and San Angelo, subject to prior FCC approval. In addition, Nexstar has an option to acquire the assets of WBAK, after Mission acquires them. Mission’s owner, David S. Smith, is a party to these option agreements. David S. Smith is not related in any way to David D. Smith, the chief executive officer of Sinclair Broadcast Group.

•

In Erie, Nexstar has an option agreement with Mission and David S. Smith, dated as of November 30, 1998, as amended, to acquire the assets of WFXP.

•

In Joplin, Nexstar has an option agreement with Mission and David S. Smith, dated as of April 24, 2002, as amended, to acquire the assets of KODE.

•

In Wichita Falls, Nexstar has an option agreement with Mission and David S. Smith, dated as of June 1, 1999, as amended, to purchase the assets of KJTL and KJBO-LP.

•

In Wilkes Barre-Scranton, Nexstar has an option agreement with Mission and David S. Smith, dated as of May 19, 1998, as amended, to purchase the assets of WYOU.

•

In Abilene-Sweetwater and San Angelo, Texas, Nexstar has an option agreement with Mission and David S. Smith, dated as of June 13, 2003 to purchase the assets of KRBC and KSAN, which Mission acquired on June 13, 2003.

•

In Terre Haute, Indiana, Nexstar has an option agreement with Mission and David S. Smith, dated as of May 9, 2003, to purchase the assets of WBAK, after Mission acquires them. Mission entered into an agreement to acquire substantially all of the assets of WBAK on May 9, 2003, and the acquisition is expected to close in the fourth quarter of 2003.

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Under the terms of these option agreements, we may exercise our option upon written notice to the counterparty to the relevant option agreement. In each option agreement, the exercise price is the greater of (i) seven times the station’s cash flow during the prior twelve months (minus the station’s debt) and (ii) the station’s debt. Mission and/or David S. Smith may terminate each option agreement by written notice any time after the seventh anniversary date of the relevant option agreement.

Management Agreement

Mission, Mission of Amarillo, David S. Smith and Nancie J. Smith, the wife of David S. Smith, are parties to a compensation agreement. Under this agreement, Mission and Mission of Amarillo together pay David S. Smith up to $200,000 per year for certain management services and pays Nancie J. Smith by the hour for certain management services.

Transactions between Quorum and Mission of Amarillo

Local Service Agreements

Quorum has local service agreements in place with Mission Broadcasting of Amarillo, Inc., which is wholly-owned by David S. Smith, in one market: Amarillo, Texas.

Quorum has a shared services agreement, dated as of May 1, 1999, with Mission of Amarillo, which has an initial term of 10 years. Under this agreement, Quorum shares the costs of certain services that Quorum’s station, KAMR, and Mission of Amarillo’s stations, KCIT and KCPN-LP, individually incur. These shared services include news production, technical maintenance and security but do not include the services of senior management personnel, programming and sales. In consideration of services provided to KCIT and KCPN-LP by KAMR personnel, Mission of Amarillo pays Quorum a monthly servicing fee, calculated based on the cash flow of KCIT and KCPN-LP.

Also in Amarillo, Texas, Quorum has a joint sales agreement for the sale of commercial time, dated as of May 1, 1999, with Mission of Amarillo, which has an initial term of nine years. Under this agreement, Quorum purchases all of the time available for commercial announcements on KCIT and KCPN-LP for $125,000 monthly payments (which may be adjusted according to Mission of Amarillo’s expenses) to Mission of Amarillo.

Option Agreement

In consideration of Quorum’s guarantee of indebtedness incurred by Mission of Amarillo, Quorum also has an option agreement, dated as of May 1, 1999, with Mission of Amarillo. Under this agreement, which has a term of nine years, Quorum has an option to purchase the assets of Mission of Amarillo’s stations KCIT and KCPN-LP for the greater of (i) $1.00 and (ii) the aggregate amount of existing station indebtedness as defined in the option agreement, subject to prior FCC approval. Mission of Amarillo’s owner, David S. Smith, is a party to this option agreement.

Transactions between Quorum and VHR Broadcasting, Inc.

Local Service Agreements

Quorum has local service agreements in place with affiliates of VHR Broadcasting, Inc. which is wholly-owned by Victor Rumore, in three markets: Billings, Montana, Lubbock, Texas and Springfield, Missouri.

In Billings, Montana, Quorum has a time brokerage agreement, dated as of December 14, 1994 (as amended), with VHR Broadcasting of Billings, LLC, which has an initial term of 10 years. This agreement allows Quorum to program most of KHMT’s broadcast time, sell the advertising time and retain the advertising revenue in exchange for monthly payments to VHR of Billings.

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In Lubbock, Texas, Quorum has a shared services agreement, dated as of February 16, 1999, with VHR Broadcasting of Lubbock, Inc., which has an initial term of 10 years. Under this agreement, Quorum shares the costs of certain services that Quorum’s station, KLBK, and VHR of Lubbock’s station, KAMC, individually incur. These shared services include news production, technical maintenance and security but do not include the services of senior management personnel, programming and sales. In consideration of services provided to KAMC by KLBK personnel, VHR of Lubbock pays Quorum a monthly servicing fee, calculated based on the cash flow of KAMC.

Also in Lubbock, Texas, Quorum has a joint sales agreement for the sale of commercial time, dated February 16, 1999, with VHR of Lubbock, which has an initial term of 10 years. Under this agreement, Quorum purchases all of the time available for commercial announcements on KAMC for certain monthly payments (which may be adjusted according to VHR of Lubbock’s expenses) to VHR of Lubbock.

In Springfield, Missouri, Quorum has a shared services agreement, dated as of February 16, 1999, with VHR Broadcasting of Springfield, Inc., which has an initial term of 10 years. The terms of this agreement are substantially similar to the terms of Quorum’s shared services agreement in Lubbock. The agreement obligates Quorum’s station, KDEB, to perform certain services for VHR of Springfield’s station, KOLR.

Also in Springfield, Missouri, Quorum has a joint sales agreement for the sale of commercial time, dated February 16, 1999, with VHR of Springfield, which has an initial term of 10 years. Under this agreement, Quorum purchases all of the time available for commercial announcements on KOLR for monthly payments (which may be adjusted according to VHR of Springfield’s expenses) to VHR of Springfield.

In connection with Quorum’s local operations in Springfield, Quorum issued a subordinated note in the amount of $5 million, of which approximately $2 million is currently outstanding, in favor of Victor Rumore in exchange for the assumption by Mr. Rumore of certain obligations of VHR of Springfield. The subordinated note accrues interest at a rate of 12.5% per annum and matures on September 30, 2007. The subordinated note is also guaranteed by ABRY.

Option Agreements

In consideration of Quorum’s guarantee of indebtedness incurred by VHR Broadcasting, Inc., Quorum has options to purchase the assets of VHR’s stations in Billings, Montana, Lubbock, Texas and Springfield, Missouri, subject to prior FCC approval. VHR’s owner, Victor Rumore, is a party to these option agreements.

•

In Billings/Hardin, Montana, Quorum has an option agreement, dated January 23, 2002, to acquire the assets of KHMT.

•

In Lubbock, Texas, Quorum has an option agreement, dated February 16, 1999, to acquire the assets of KAMC.

•

In Springfield, Missouri, Quorum has an option agreement, dated February 16, 1999, to acquire the assets of KOLR.

The option agreements in Springfield and Lubbock have terms of nine years, and the option agreement in Billings expires upon the expiration of the time brokerage agreement. Under the terms of the option agreements in Springfield and Lubbock, the exercise price of the option is equal to the greater of (i) $1.00 and (ii) the aggregate amount of existing station indebtedness as defined in each option agreement. Under the terms of the option agreement in Billings, the exercise price of the option is $600,000.

Quorum has assigned its rights under these option agreements to Mission of Amarillo, which has exercised the options to purchase the assets of these stations, subject to FCC consent.

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Contingent Purchase Agreement

Quorum, VHR Broadcasting, Inc. and Victor Rumore are parties to a contingent purchase agreement regarding certain software provided by VHR-ABS, LLC to all of Quorum’s stations under a software sublicense agreement dated January 1, 2003. Under the contingent purchase agreement, if a change in control of Quorum as defined in that agreement occurs, Quorum is obligated to purchase the membership interests of VHR-ABS, LLC at the time of the change in control for a purchase price equal to approximately $300,000.

Stockholders Agreement

In connection with the reorganization, we, ABRY, Perry A. Sook and other stockholders will enter into a stockholders agreement, pursuant to which ABRY and Perry A. Sook will agree to vote their equity interests in us to elect Mr. Sook and five persons designated by ABRY to the board of directors. The number of persons that ABRY will be entitled to designate to our board under the agreement will be reduced if the number of shares of our common stock that they hold falls beneath set thresholds. Directors designated by ABRY may be removed only by the party or parties entitled to nominate them. Also pursuant to the stockholders agreement, we will grant the parties the registration rights set forth in “Description of Capital Stock—Registration Rights.”

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PRINCIPAL STOCKHOLDERS

The following table sets forth information known to us with respect to the beneficial ownership of our common stock as of September 30, 2003, after giving effect to our corporate reorganization, by (i) each stockholder known by us to own beneficially more than 5% of our common stock, (ii) each of the named executive officers, (iii) each of our directors and (iv) all of our directors and executive officers as a group. The table below assumes the underwriters do not exercise their over-allotment option. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. Such rules provide that in computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or will become exercisable within 60 days after September 30, 2003 are deemed outstanding. Unless otherwise indicated in the footnotes below (i) the persons and entities named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws where applicable and (ii) the address of each of the individuals listed in the table is Nexstar Broadcasting Group, Inc., 909 Lake Carolyn Parkway, Suite 1450, Irving, Texas 75039. As of September 30, 2003, after giving effect to our corporate reorganization and the Quorum acquisition, there would have been 28,155,848 shares of common stock outstanding.

	Class A Common Stock**			Class B Common Stock**			Class C Common Stock**			Before IPO and Quorum Acquisition Percent of Total				After IPO and Before Quorum Acquisition Percent of Total				After IPO and Quorum Acquisition Percent of Total
	Number	Percent		Number	Percent		Number	Percent		Economic Interest		Voting Power		Economic Interest		Voting Power		Economic Interest		Voting Power
ABRY ⁽¹⁾ .	—	—		12,896,149	96.8	%	—	—		87.2	%	96.8	%	52.0	%	90.0	%	57.8	%	90.3	%
Banc of America Capital Investors L.P. ⁽²⁾	—	—		—	—		1,364,197	100.0	%	9.2	%	—		5.5	%	—		4.9	%	—
Royce Yudkoff ⁽³⁾⁽⁴⁾	—	—		12,896,149	96.8	%	—	—		87.2	%	96.8	%	52.0	%	90.0	%	57.8	%	90.3	%
Perry Sook ⁽⁵⁾	—	—		421,992	3.2	%	—	—		2.9	%	3.2	%	1.7	%	2.9	%	1.5	%	2.9	%
G. Robert Thompson	—	—		—	—		—	—		—		—		—		—		—		—
Duane A. Lammers	4,166	3.8	%	—	—		—	—		*		*		*		*		*		*
Shirley E. Green	1,443	1.3	%	—	—		—	—		*		*		*		*		*		*
Susana G. Willingham	80	*		—	—		—	—		*		*		*		*		*		*
Richard Stolpe	80	*		—	—		—	—		*		*		*		*		*		*
Blake Battaglia ⁽⁴⁾	—	—		—	—		—	—		—		—		—		—		—		—
Erik Brooks ⁽⁴⁾	—	—		—	—		—	—		—		—		—		—		—		—
Jay M. Grossman ⁽⁴⁾	—	—		—	—		—	—		—		—		—		—		—		—
Peggy Koenig ⁽⁴⁾	—	—		—	—		—	—		—		—		—		—		—		—
Geoff Armstrong	—	—		—	—		—	—		—		—		—		—		—		—
Michael Donovan	—	—		—	—		—	—		—		—		—		—		—		—
I. Martin Pompadur	—	—		—	—		—	—		—		—		—		—		—		—
All directors and executive officers as a group (14 persons)	5,769	5.2	%	13,318,141	100.0	%	—	—		90.1	%	100.0	%	53.7	%	92.9	%	59.3	%	93.2	%

*	Less than 1%

Share numbers and percentages reflect amount after this offering and before the Quorum acquisition.

(1)

Represents 7,122,093 shares owned by ABRY Broadcast Partners II, L.P. and 5,744,055 shares owned by ABRY Broadcast Partners III, L.P., which are affiliates of ABRY Broadcast Partners, LLC. The address of ABRY is 111 Huntington Avenue, 30th Floor, Boston, MA 02199. 3,288,674 additional shares of our Class A common stock and 74,881 additional shares of our Class B common stock will be issued to ABRY upon completion of the Quorum acquisition.

(2)

The address of Banc of America Capital Investors L.P. is 100 North Tryon Street, 25th Floor, Charlotte, NC 28255-0001. Banc of America Capital Investors L.P. is an affiliate of Banc of America Securities LLC, one of the underwriters in this offering.

(3)

Mr. Yudkoff is the sole trustee of ABRY Holdings III, Co., which is the sole member of ABRY Holdings III LLC, which is the sole general partner of ABRY Equity Investors, L.P., the sole general partner of ABRY Broadcast Partners III, L.P. Mr. Yudkoff is also the trustee of ABRY Holdings Co., which is the sole member of ABRY Holdings LLC, which is the sole general partner of ABRY Capital, L.P., which is the sole general partner of ABRY Broadcast Partners II, L.P

(4)

The address of Mr. Yudkoff, Mr. Battaglia, Mr. Brooks, Mr. Grossman and Ms. Koenig is the address of ABRY.

(5)

Represents shares owned by PS Sook Ltd., of which Mr. Sook and his spouse are the beneficial owners.

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DESCRIPTION OF CAPITAL STOCK

General

Upon completion of this offering and our corporate reorganization, we will be authorized to issue 100,000,000 shares of Class A common stock, $0.01 par value, 20,000,000 shares of Class B common stock, $0.01 par value, 5,000,000 shares of Class C common stock, $0.01 par value, and 200,000 shares of undesignated preferred stock, $0.01 par value. The following description of our capital stock does not purport to be complete and is subject to and qualified in its entirety by our certificate of incorporation and bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part, and by the provisions of applicable Delaware law.

Common Stock

Of the authorized shares of common stock, after giving effect to this offering and our corporate reorganization, assuming an initial public offering price of $15.00 per share of Class A common stock, on the closing date there will be outstanding:

•

10,109,955 shares of Class A common stock, or 11,609,955 shares if the underwriters exercise their over-allotment option in full;

•

13,318,141 shares of Class B common stock, of which 12,896,149 shares will be held by ABRY and 421,992 shares will be held by Perry A. Sook, our president and chief executive officer; and

•

1,364,197 shares of Class C common stock, all of which will be held by BACI.

If the Quorum acquisition is completed, there would be 3,288,674 additional shares of Class A common stock and 74,881 additional shares of Class B common stock outstanding. The actual number of shares of Class A, B and C common stock we issue in connection with our corporate reorganization and the Quorum acquisition will depend upon the actual initial public offering price of our Class A common stock.

The common stock to be outstanding after this offering excludes shares of Class A common stock issuable upon the exercise of stock options. The material terms and provisions of our certificate of incorporation affecting the relative rights of the Class A common stock, the Class B common stock and the Class C common stock are described below. The following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to the forms of our certificate of incorporation and by-laws filed with the registration statement of which this prospectus forms a part, and to the Delaware General Corporation Law.

Voting Rights

The holders of Class A common stock and Class B common stock generally have identical rights except that holders of Class A common stock are entitled to one vote per share while holders of Class B common stock are entitled to 10 votes per share on all matters to be voted on by stockholders. Holders of shares of Class A common stock and Class B common stock are not entitled to cumulate their votes in the election of directors. Generally, all matters to be voted on by stockholders must be approved by a majority of the votes entitled to be cast by all shares of Class A common stock and Class B common stock present in person or represented by proxy, voting together as a single class, subject to any voting rights granted to holders of any preferred stock. Except as otherwise provided by law, and subject to any voting rights granted to holders of any outstanding preferred stock, amendments to our certificate of incorporation generally must be approved by at least a majority of the combined voting power of all Class A common stock and Class B common stock voting together as a single class. However, amendments to our certificate of incorporation that would alter or change the powers, preferences or special rights of the Class A common stock or the Class B common stock so as to affect them adversely also must be approved by a majority of the votes entitled to be cast by the holders of the shares affected by the amendment, voting as a separate class.

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The holders of Class C stock have no voting rights but otherwise generally have the same rights as the holders of Class A common stock and Class B common stock.

Conversion Rights

Our Class B common stock and Class C common stock are convertible as follows, subject to obtaining any necessary approvals of the FCC:

•

holders of shares of our Class B common stock or Class C common stock may elect at any time to convert their shares into an equal number of shares of Class A common stock;

•

upon transfer to anyone other than ABRY, an affiliate of ABRY or Perry A. Sook, the Class B common stock will automatically convert into Class A common stock on a one-for-one basis; and

•

if the Class B common stock represents less than 10.0% of the total common stock outstanding, all of the Class B common stock will automatically convert into Class A common stock on a one-for-one basis.

Dividends

Holders of Class A common stock, Class B common stock and Class C common stock will share in an equal amount per share in any dividend declared by the board of directors, subject to any preferential rights of any outstanding preferred stock. Dividends consisting of shares of Class A common stock, Class B common stock and Class C common stock may be paid only as follows: (1) shares of Class A common stock may be paid only to holders of Class A common stock, shares of Class B common stock may be paid only to holders of Class B common stock and shares of Class C common stock may be paid only to holders of Class C common stock; and (2) shares shall be paid proportionally with respect to each outstanding share of Class A common stock, Class B common stock and Class C common stock.

Other Rights

On our liquidation, dissolution or winding up, after payment in full of the amounts required to be paid to holders of preferred stock, if any, all holders of common stock, regardless of class, are entitled to share ratably in any assets available for distribution to holders of shares of common stock. No shares of either class of common stock are subject to redemption and upon completion of the reorganization, all the outstanding shares of Class A common stock, Class B common stock and Class C common stock will be legally issued, fully paid and nonassessable.

Preferred Stock

Upon completion of this offering, our board of directors will be authorized, subject to any limitations prescribed by law, without stockholder approval, from time to time to issue up to an aggregate of 200,000 shares of preferred stock, $0.01 par value per share, in one or more series, each of the series to have such rights and preferences, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be determined by our board of directors. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of holders of any preferred stock that may be issued in the future. Issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for others to acquire, or of discouraging others from attempting to acquire, a majority of our outstanding voting stock. We have no present plans to issue any shares of preferred stock.

Delaware Anti-Takeover Law and Charter and Bylaw Provisions

Provisions of Delaware law and our certificate of incorporation and bylaws could make it more difficult to acquire us by means of a tender offer or a proxy contest. These provisions, summarized below, are expected to discourage types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to

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acquire control of us to first negotiate with us. We believe that the benefits of increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

We are subject to Section 203 of the Delaware General Corporation Law, an anti-takeover law. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the date the person became an interested stockholder, unless (with some exceptions) the “business combination” or the transaction in which the person became an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status, did own) 15% or more of a corporation’s voting stock. As permitted by Section 203, we have elected not to be governed by Section 203 with respect to ABRY and any entity controlled by ABRY, and therefore, unless our certificate of incorporation is amended, neither ABRY nor any such entity shall be deemed to be an “interested stockholder.” The existence of this provision could have an anti-takeover effect with respect to transactions not approved in advance by the board of directors, including discouraging attempts that might result in a premium over the market price for our common stock.

Registration Rights

Subject to limitations contained in the stockholders agreement that we, ABRY, Perry A. Sook, and other stockholders will execute in connection with our corporate reorganization, at any time beginning 180 days after the date of this prospectus, the parties to the stockholders agreement may require that we use our best efforts to register up to 18,155,848 of their shares of common stock for public resale. In addition, if we register any of our securities either for our own account or for the account of other security holders, the parties to the stockholders agreement will be entitled to include their shares of common stock in the registration, subject to the ability of the underwriters to limit the number of shares included in the offering. All registration expenses must be borne by us and all selling expenses relating to registrable securities must be borne by the holders of the securities being registered.

Transfer Agent and Registrar

The transfer agent and registrar for the common stock is American Stock Transfer & Trust Company.

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SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering and our corporate reorganization and assuming an initial public offering price of $15.00 per share of Class A common stock, the midpoint of the range set forth on the cover of this prospectus, we will have 10,109,955 shares of Class A common stock outstanding. If the underwriters exercise their over-allotment option in full, we will have a total of 11,609,955 shares of our Class A common stock outstanding. Additionally, we will have 13,318,141 shares of Class B common stock and 1,364,197 shares of Class C common stock outstanding, all of which may be converted at any time into shares of Class A common stock. If the Quorum acquisition is completed, there will be an additional 3,288,674 shares of Class A common stock and 74,881 shares of Class B common stock outstanding. All of the shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act of 1933, unless such shares are purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act. Substantially all of the remaining shares of Class A common stock and all shares of Class B common stock and Class C common stock held by existing stockholders are “restricted securities” as that term is defined in Rule 144 under the Securities Act, described below. Substantially all of these shares are subject to lockup agreements as described below and commencing 180 days after the date of this prospectus will be freely tradeable subject to applicable volume limitations under Rule 144.

We cannot make any predictions as to the number of shares that may be sold in the future or the effect, if any, that sales of these shares, or the availability of these shares for future sale, will have on the prevailing market prices of our common stock. Sales of a significant number of shares of our common stock in the public market, or the perception that these sales could occur, could adversely affect prevailing market prices of our common stock and could impair our ability to raise equity capital in the future.

Lock-up Agreements

We, our officers and directors and holders of 5% or more of our common stock have agreed that, subject to limited exceptions, we will not, for a period of 180 days after the date of this prospectus, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of common stock or securities convertible into or exchangeable or exercisable for any shares of common stock, or publicly disclose the intention to make any such offer, sale, pledge or disposal, without the prior written consent of Banc of America Securities LLC. Banc of America Securities LLC may release all or a portion of the shares subject to this lockup agreement at any time without prior notice.

Rule 144

In general, under Rule 144, as currently in effect, beginning 90 days after the date of this prospectus, a person who has beneficially owned shares of our Class A common stock for at least one year would be entitled to sell within any three-month period a number of shares that does not exceed the greater of:

•

1% of the number of shares of Class A common stock then outstanding, which will equal approximately 101,099 shares immediately after this offering (assuming completion of the Quorum acquisition); or

•

the average weekly trading volume of the common stock on the Nasdaq National Market System during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 144(k)

Under Rule 144(k), a person who is not deemed to have been one of our affiliates at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, including the holding period of any prior owner other than an affiliate, is entitled to sell the shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

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Rule 701

Rule 701, as currently in effect, permits resales of shares in reliance upon Rule 144 but without compliance with certain restrictions, including the holding period requirement, of Rule 144. Any of our employees, officers, directors or consultants who purchased shares under a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that non-affiliates may sell their shares in reliance on Rule 144 without having to comply with the holding period, public information, volume limitation or notice provisions of Rule 144. All holders of Rule 701 shares are required to wait until 90 days after the date of this prospectus before selling their shares.

Form S-8 Registration Statement

Following the completion of this offering, we intend to file a registration statement on Form S-8 registering 3,000,000 shares of our Class A common stock reserved for future issuance under our stock option plan. Upon completion of this offering, options to purchase a total of 1,060,000 shares will be outstanding at an exercise price equal to the initial public offering price per share of $15.00 per share. In connection with our acquisition of Quorum, we will issue additional options to acquire 345,000 shares of Class A common stock. Once the shares under our stock option plan are registered, the shares issued upon exercise of the options will be freely tradeable, unless the options are held by any of our officers or directors, in which case the share would be freely tradeable upon expiration of release from the 180-day lock-up period described above.

Registration Rights

Beginning 180 days after the date of this prospectus, subject to limitations contained in the stockholders agreement that we, ABRY, Perry A. Sook and other stockholders will execute in connection with our corporate reorganization, at any time beginning 180 days after the date of this prospectus, the parties to the stockholders agreement may require that we use our best efforts to register up to 18,155,848 of their shares of common stock for public resale. In addition, if we register any of our securities either for our own account or for the account of other security holders, the parties to the stockholders agreement will be entitled to include their shares of common stock in the registration, subject to the ability of the underwriters to limit the number of shares included in the offering. Registration of such shares under the Securities Act would, except for shares purchased by affiliates, result in such shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of such registration.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

FOR NON-UNITED STATES HOLDERS

The following is a general discussion of the material U.S. federal income tax consequences of the ownership and disposition of our Class A common stock applicable to Non-U.S. Holders. A “Non-U.S. Holder” is a beneficial owner of our Class A common stock that holds our Class A common stock as a capital asset (generally property held for investment) and that is an individual, corporation, estate or trust other than:

•

an individual who is a citizen or resident of the U.S. for U.S. federal income tax purposes;

•

a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S. or any state thereof (including the District of Columbia);

•

an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of source; and

•

a trust (a) that is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons or (b) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

Any partner of a partnership (or an entity treated as a partnership for U.S. federal income tax purposes) that will acquire our Class A common stock should consult its own tax advisor about the U.S. federal income tax consequences of owning and disposing of our Class A common stock.

The following discussion does not consider specific facts and circumstances that may be relevant to a particular Non-U.S. Holder’s tax position and does not consider U.S. state and local or non-U.S. tax consequences. Further, it does not consider Non-U.S. Holders subject to special tax treatment under the federal income tax laws (including partnerships or other pass-through entities, “controlled foreign corporations,” “passive foreign investment companies,” “foreign personal holding companies,” banks and insurance companies, dealers in securities, nonresident alien individuals who have lost U.S. citizenship or who have ceased to be treated as resident aliens, holders of securities held as part of a “straddle,” “hedge,” “conversion transaction” or other risk-reduction transaction and persons who hold or receive common stock as compensation). The following discussion is based on provisions of the U.S. Internal Revenue Code of 1986, as amended, applicable Treasury regulations, and administrative and judicial interpretations as of the date of this prospectus, all of which are subject to change, possibly on a retroactive basis, and any change could affect the continuing validity of this discussion.

The following summary is included herein for general information. Accordingly, each prospective Non-U.S. Holder is urged to consult its own tax advisor with respect to the federal, state, local or non-U.S. tax consequences of holding and disposing of common stock.

U.S. Trade or Business Income

For purposes of the following discussion, dividends and gains on the sale, exchange or other disposition of our Class A common stock will be considered to be “U.S. trade or business income” if such income or gain is (i) effectively connected with the conduct of a U.S. trade or business or (ii) in the case of a Non-U.S. Holder entitled to the benefits of an applicable income tax treaty, attributable to a permanent establishment (or, in the case of an individual, a fixed base) in the United States. Generally, U.S. trade or business income is subject to U.S. federal income tax on a net income basis at regular graduated tax rates. Any U.S. trade or business income received by a Non-U.S. Holder that is a corporation may, under specific circumstances, be subject to an additional “branch profits tax” on such U.S. trade or business income at a 30% rate or a lower rate that an applicable income tax treaty may specify.

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Dividends

We do not expect to pay any distributions on our common stock for the foreseeable future. See “Dividend Policy.” In the event we do pay distributions on our common stock, however, these distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a tax-free return of the Non-U.S. Holder’s investment to the extent of the Non-U.S. Holder’s basis in our Class A common stock. Any remaining excess will be treated as capital gain. Dividends paid to a Non-U.S. Holder of our Class A common stock generally will be subject to withholding of U.S. federal income tax at a 30% rate unless the dividends are U.S. trade or business income and the Non-U.S. Holder files a properly executed IRS Form W-8ECI with the withholding agent.

The 30% withholding rate may be reduced if the Non-U.S. Holder is eligible for the benefits of an income tax treaty that provides for a lower rate. Generally, to claim the benefits of an income tax treaty, a Non-U.S. Holder of our Class A common stock will be required to provide a properly executed IRS Form W-8BEN and satisfy applicable certification and other requirements. A Non-U.S. Holder of our Class A common stock that is eligible for a reduced rate of U.S. withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by filing an appropriate claim for a refund with the IRS. A Non-U.S. Holder should consult its tax advisor on its entitlement to benefits under a relevant income tax treaty.

Disposition of Common Stock

A Non-U S. Holder generally will not be subject to U.S. federal income tax in respect of gain recognized on a disposition of common stock unless:

•

the gain is U.S. trade or business income;

•

the Non-U.S. Holder is an individual who is present in the United States for 183 or more days in the taxable year of the disposition and meets other requirements; or

•

we are or have been a “U.S. real property holding corporation” (a “USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition and the period during which the Non-U.S. Holder held the Class A common stock.

The tax relating to stock in a USRPHC does not apply to a Non-U.S. Holder whose holdings, actual and constructive, at all times during the applicable period, amount to 5% or less of the common stock, provided that the common stock is regularly traded on an established securities market. Generally, a corporation is a USRPHC if the fair market value of its “U.S. real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We believe that we have not been, and are not currently, a USRPHC for U.S. federal income tax purposes, nor do we anticipate becoming a USRPHC in the future. However, no assurance can be given that we will not be a USRPHC at any time during the applicable period that ends on the date that a Non-U.S. Holder sells its shares of Class A common stock.

Information Reporting Requirements and Backup Withholding Tax

Dividends

We must report annually to the IRS and to each Non-U.S. Holder the amount of dividends paid to that holder and the tax withheld with respect to the dividends, regardless of whether withholding was required. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides. Dividends paid to Non-U.S. Holders of Class A common stock generally will be exempt from backup withholding if the Non-U.S. Holder provides a properly executed IRS Form W-8BEN or otherwise establishes an exemption.

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Disposition of Common Stock

The payment of the proceeds from the disposition of Class A common stock effected in the U.S. by any broker, U.S. or foreign, will be subject to information reporting and possible backup withholding unless the owner certifies as to its non-U.S. status under penalties of perjury or otherwise establishes an exemption, provided that the broker does not have actual knowledge or reason to know that the holder is a U.S. person or that the conditions of any other exemption are not, in fact, satisfied. The payment of the proceeds from the disposition of Class A common stock effected outside the U.S. by a non-U.S. broker will not be subject to information reporting or backup withholding unless the non-U.S. broker has certain types of relationships with the U.S. (a “U.S. related person”). In the case of the payment of the proceeds from the disposition of common stock effected outside the U.S. by a broker that is either a U.S. person or a U.S. related person, the Treasury regulations require information reporting (but generally not backup withholding) on the payment unless the broker has documentary evidence in its files that the owner is a Non-U.S. Holder and the broker has no knowledge or reason to know to the contrary. Non-U.S. Holders should consult their own tax advisors on the application of information reporting and backup withholding to them in their particular circumstances (including upon their disposition of common stock).

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a Non-U.S. Holder will be refunded or credited against the holder’s U.S. federal income tax liability, if any, if the holder provides the required information to the Internal Revenue Service. Non-U.S. Holders should consult their own tax advisors regarding the filing of a U.S. tax return and the claiming of a credit or refund of such withholding tax.

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UNDERWRITING

We are offering the shares of our Class A common stock described in this prospectus through a number of underwriters. Banc of America Securities LLC, Bear, Stearns & Co. Inc., Lehman Brothers Inc., UBS Securities LLC and RBC Dain Rauscher Inc. are the representatives of the underwriters. We have entered into an underwriting agreement with the representatives. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters, and each of the underwriters has severally agreed to purchase from us, the number of shares of Class A common stock listed next to its name in the following table:

Underwriter		Number of Shares
Banc of America Securities LLC
Bear, Stearns & Co. Inc.
Lehman Brothers Inc.
UBS Securities LLC
RBC Dain Rauscher Inc.





Total		10,000,000

The obligations of the several underwriters to purchase our Class A common stock in this offering is subject to a number of terms and conditions. The underwriters must buy all of the shares if they buy any of them. The underwriters will sell the shares to the public when and if the underwriters buy the shares from us.

The underwriters initially will offer the shares to the public at the price specified on the cover page of this prospectus. The underwriters may allow to selected dealers a concession of not more than $ per share. The underwriters also may allow, and any dealers may reallow, a concession of not more than $ per share to selected other dealers. If all the shares are not sold at the public offering price, the underwriters may change the public offering price and the other selling terms; however, any such changes would not result in any change to the offering proceeds received, or underwriting compensation paid, by us. Our Class A common stock is offered subject to a number of conditions, including:

•

receipt and acceptance of the shares of Class A common stock by the underwriters upon satisfaction or waiver of all conditions to their purchase in accordance with the underwriting agreement, and

•

the underwriters’ right to reject orders from prospective investors in whole or in part.

A prospectus in electronic format is being made available on the Internet web sites maintained by one or more of the underwriters. The representatives may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. The representatives will allocate the shares to underwriters that may make Internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on any underwriter’s web site and any information contained in any other web site maintained by an underwriter is not intended to be part of this prospectus or the registration statement of which this prospectus forms a part.

We have granted the underwriters an option to purchase up to 1,500,000 additional shares of our Class A common stock at the initial public offering price less the underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with this offering. The underwriters have 30 days from the date of this prospectus to exercise this option. If the underwriters exercise this option, they will each purchase additional shares approximately in proportion to the amounts specified in the table above.

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The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

	No Exercise	Full Exercise
Per share
Total

We estimate that the total expenses of this offering to be paid by us, not including the underwriting discounts and commissions, will be approximately $5.3 million.

We, our executive officers and directors and substantially all of our existing stockholders have entered into lock-up agreements with the underwriters. Under these agreements, we and each of these persons may not, without the prior written approval of Banc of America Securities LLC, offer, sell, contact to sell or otherwise dispose of or hedge our common stock or securities convertible into or exchangeable for our common stock. These restrictions will be in effect for a period of 180 days after the date of this prospectus. At any time and without notice, Banc of America Securities LLC may, in its sole discretion, release all or some of the securities from these lock-up agreements. The lock-up agreements allow the following transfers to be made during the 180-day period without the prior written consent of Banc of America Securities LLC:

•

transfers to an immediate family member or to a trust of which the stockholder or family member is the beneficiary;

•

transfers to partners, members or controlled affiliates; and

•

transfers as a bona fide gift or gifts;

provided, however, that in each case, the transferee executes and delivers to Banc of America Securities LLC a similar lock-up agreement.

We will indemnify the underwriters against various liabilities, including liabilities under the Securities Act of 1933. If we are unable to provide this indemnification, we will contribute to payments the underwriters may be required to make in respect of those liabilities.

We have applied for the quotation of our Class A common stock on the Nasdaq National Market under the symbol “NXST.”

In connection with this offering, the underwriters may engage in activities that stabilize, maintain or otherwise affect the price of our Class A common stock, including:

•

stabilizing transactions;

•

short sales;

•

syndicate covering transactions;

•

imposition of penalty bids; and

•

purchases to cover positions created by short sales.

Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our Class A common stock while this offering is in progress. Stabilizing transactions may include making short sales of our Class A common stock, which involves the sale by the underwriters of a greater number of shares of Class A common stock than they are required to purchase in this offering, and purchasing shares of Class A common stock on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ over-allotment option referred to above, or may be “naked” shorts, which are short positions in excess of that amount.

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The underwriters may close out any covered short position either by exercising their over-allotment option, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the over-allotment option.

A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the Class A common stock in the open market that could adversely affect investors who purchased in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters also may impose a penalty bid on underwriters and selling group members. This means that if the representatives purchase shares in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters or other selling group members that sold those shares as part of this offering to repay the selling concession received by them.

As a result of these activities, the price of our Class A common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the Nasdaq National Market, in the over-the-counter market or otherwise.

The underwriters do not expect sales to discretionary accounts to exceed 5% of the total number of shares of Class A common stock offered by this prospectus.

Prior to this offering, there has been no public market for our Class A common stock. The initial public offering price will be negotiated between the underwriters and us. The primary factors to be considered in the negotiations are:

•

the economic conditions in and future prospects for the industry in which we compete;

•

our past and present operating performance and financial condition;

•

our prospects for future earnings;

•

an assessment of our management;

•

the present state of our development;

•

the prevailing market conditions of the U.S. securities markets at the time of this offering;

•

current market valuation of publicly-traded companies considered comparable to our company; and

•

other factors deemed relevant by the underwriters and us.

At our request, the underwriters have reserved up to 5% of the Class A common stock being offered by this prospectus for sale to our directors, employees and other individuals associated with us and members of their families at the initial public offering price. The sales will be made by Banc of America Securities LLC through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. These persons must commit to purchase no later than the close of business on the day following the date of this prospectus.

The underwriters and their affiliates have provided and may continue to provide certain commercial banking, financial advisory and investment banking services for us for which they receive customary fees. Bank of America, N.A., an affiliate of Banc of America Securities LLC , is a lender and the administrative agent under our and Mission’s senior credit facilities. Banc of America Securities LLC and Bear, Stearns & Co. Inc. acted as joint lead arrangers and book managers for the senior credit facilities. Bear Stearns Corporate Lending Inc., an affiliate of Bear, Stearns & Co. Inc., is also a lender and acts as syndication agent under our and Mission’s senior credit facilities. Royal Bank of Canada, an affiliate of RBC Dain Rauscher Inc., is also a lender under the senior credit facilities.

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Bank of America, N.A., an affiliate of Banc of America Securities LLC, is a lender and the administrative agent under Quorum’s senior credit facility.

In addition, Banc of America Securities LLC was an initial purchaser and the sole book-running manager in (i) the private placement of $160.0 million of 12% senior subordinated notes due 2008 that were issued by our subsidiary Nexstar Finance on March 16, 2001 and (ii) the private placement of approximately $37.0 million of units consisting of one 16% senior discount note due 2009 of our subsidiary Nexstar Finance Holdings and non-voting equity interests in our company, which were issued on May 17, 2001.

Banc of America Securities LLC and Bear, Stearns & Co. Inc. were the initial purchasers and joint book-running managers in the private placement of $130.0 million of 11 ³ / 8 % senior discount notes due 2013 that were issued on March 27, 2003 by Nexstar Finance Holdings.

It is anticipated that Banc of America Securities LLC, Bear, Stearns & Co. Inc. and RBC Dain Rauscher Inc. will be the initial purchasers in connection with the proposed private placement of $125.0 million of senior subordinated notes of Nexstar Finance and will receive customary fees for such services.

In August 2001, Nexstar Broadcasting Group, L.L.C. issued mandatorily redeemable 15% Series AA preferred membership interests and common membership interests to Banc of America Capital Investors L.P., or BACI, an affiliate of Banc of America Securities LLC, for total consideration of $40 million. We will use approximately $ 51.5 million of the net proceeds from this offering to redeem BACI’s 15% Series AA preferred membership interests, plus accrued yield and redemption premium. In connection with our corporate reorganization, BACI’s common membership interests will be converted into 1,364,197 shares of Class C common stock. Accordingly, following this offering, BACI will own all of our Class C common stock. See “Nexstar Management’s Discussion and Analysis of Financial Condition and Results of Operations—Introduction—Corporate Reorganization,” “Use of Proceeds” and “Principal Stockholders.” For more information about transactions between us and affiliates of Banc of America Securities LLC, see “Certain Transactions.”

We have retained Lehman Brothers Inc. to provide opinions as to the fairness of the exchange ratio in the Quorum acquisition from a financial point of view, to our board of directors, the board of directors of Quorum and to the holders of our subsidiaries’ publicly-held notes as required by the indentures governing those notes. Lehman Brothers Inc. will receive a fee of $150,000 for such services.

The underwriters and their affiliates may from time to time in the future engage in transactions with us and perform services for us in the ordinary course of their business.

Because we anticipate that an affiliate of one of the underwriters will receive more than 10% of the net proceeds of this offering in connection with our application of the net proceeds, those underwriters may be deemed to have a “conflict of interest” under Rule 2710(c)(8) of the Conduct Rules of the National Association of Securities Dealers. In addition, affiliates of one of the underwriters own more than 10% of our predecessor’s preferred equity, and may own, directly and indirectly on a fully diluted basis, more than 10% of our common stock. Accordingly, this offering will be made in compliance with the applicable provisions of Rule 2720 of the Conduct Rules. In accordance with this rule, the initial public offering price can be no higher than that recommended by a “qualified independent underwriter” meeting certain standards. In accordance with this requirement, Lehman Brothers Inc. has assumed the responsibilities of acting as a qualified independent underwriter and has recommended a public offering price for our Class A common stock in compliance with the requirements of Rule 2720. Lehman Brothers Inc., in its role as qualified independent underwriter, has performed due diligence investigations and reviewed and participated in the preparation of this prospectus and the registration statement of which this prospectus is a part. Lehman Brothers Inc. will receive no compensation for acting in this capacity; however, we have agreed to indemnify Lehman Brothers Inc. for acting as a qualified independent underwriter against specified liabilities under the Securities Act. Furthermore, under Rule 2720, with respect to those customer accounts over which the underwriters have discretionary control, the underwriters will not execute any transaction in the shares of common stock being offered in connection with this offering without first obtaining the prior written approval of such customer.

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LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for us by Kirkland & Ellis LLP, New York, New York, and for the underwriters by Shearman & Sterling LLP, New York, New York.

EXPERTS

The financial statements of Nexstar Broadcasting Group, L.L.C. as of December 31, 2002 and 2001 and for each of the three years in the period ended December 31, 2002, included in this prospectus have been so included in reliance on the report (which contains an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 142 as described in Note 2 to the consolidated financial statements) of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Quorum Broadcast Holdings, LLC as of December 31, 2002 and 2001 and for each of the three years in the period ended December 31, 2002, included in this prospectus have been so included in reliance on the report (which contains explanatory paragraphs relating to the adoption of Statement of Financial Accounting Standards No. 142 and the restatement of the 2002 financial statements as described in Notes 2 and 17 to the consolidated financial statements, respectively) of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

The financial statement of Nexstar Broadcasting Group, Inc. as of September 30, 2003, included in this prospectus has been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

The combined financial statements of United Broadcasting Corporation and subsidiary and Morris Network of Alabama, Inc. for the year ended September 30, 2002, included in this prospectus, have been so included in reliance on the report of KPMG LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We filed with the Securities and Exchange Commission, Washington, DC, a registration statement on Form S-1 under the Securities Act of 1933 with respect to the shares of common stock sold in this offering. This prospectus does not contain all the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to our company and our common stock, we refer you to the registration statement and to the exhibits and schedules that were filed with the registration statement. Statements contained in this prospectus as to the contents of any contract or other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. A copy of the registration statement may be inspected by anyone without charge at the Public Reference Section of the Securities and Exchange Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Copies of all or any portion of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, DC 20549, upon payment of prescribed fees. The Securities and Exchange Commission maintains a World Wide Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The address of the site is http://www.sec.gov.

We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, and, in accordance with the requirements of the Securities Exchange Act of 1934, file periodic reports, proxy statements and other information with the Securities and Exchange Commission. These periodic reports, proxy statements and other information are available for inspection and copying at the regional offices, public reference facilities and web site of the Securities and Exchange Commission referred to above.

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INDEX TO FINANCIAL STATEMENTS

Nexstar Broadcasting Group, L.L.C.

Unaudited Financial Statements

Consolidated Balance Sheets at December 31, 2002 and September 30, 2003		F-3

Consolidated Statements of Operations and Other Comprehensive Income for the three months and nine months ended September 30, 2002 and 2003		F-4

Consolidated Statement of Changes in Redeemable Preferred and Common units and Members’ Interest for the year ended December 31, 2002 and for the nine months ended September 30, 2002 and 2003		F-5

Consolidated Statements of Cash Flows for the nine months ended September 30, 2002 and 2003		F-8

Notes to Consolidated Financial Statements		F-9

Audited Financial Statements

Report of Independent Auditors		F-24

Consolidated Balance Sheets at December 31, 2002 and December 31, 2001		F-25

Consolidated Statements of Operations and Other Comprehensive Loss for the years ended December 31, 2002, December 31, 2001 and December 31, 2000		F-26

Consolidated Statements of Changes in Redeemable Preferred and Common Units and Members’ Interest for the years ended December 31, 2002, December 31, 2001 and December 31, 2000		F-27

Consolidated Statements of Cash Flows for the years ended December 31, 2002, December 31, 2001 and December 31, 2000		F-30

Notes to Consolidated Financial Statements		F-31

Nexstar Broadcasting Group, Inc.

Report of Independent Auditors		F-54

Balance Sheet at September 30, 2003		F-55

Note to Financial Statement		F-56

United Broadcasting Corporation and Subsidiary and Morris Network of Alabama, Inc.

Independent Auditors’ Report		F-57

Financial Statements:

Combined Balance Sheet at September 30, 2002		F-58

Combined Statement of Income for the year ended September 30, 2002		F-59

Combined Statement of Stockholder’s Equity for the year ended September 30, 2002		F-60

Combined Statement of Cash Flows for the year ended September 30, 2002		F-61

Notes to Combined Financial Statements for the year ended September 30, 2002		F-62

Financial Statements:

Combined Balance Sheet for the nine month period ended June 30, 2003 (unaudited)		F-69

Combined Statement of Income for the three and nine month periods ended June 30, 2003 (unaudited)		F-70

Combined Statement of Cash Flows for the nine month period ended June 30, 2003 (unaudited)		F-71

Notes to the Combined Financial Statements for the nine month period ended June 30, 2003 (unaudited)		F-72

F-1

Quorum Broadcast Holdings, LLC

Financial Statements

Report of Independent Auditors		F-74

Consolidated Statements of Financial Position at September 30, 2003, (unaudited) December 31, 2002 and December 31, 2001		F-75

Consolidated Statements of Operations for the nine months ended September 30, 2003 and 2002 (unaudited) and for the years ended December 31, 2002, December 31, 2001 and December 31, 2000		F-76

Consolidated Statements of Changes in Redeemable Preferred and Common Units and Members’ Deficit for the years ended December 31, 2002, December 31, 2001 and December 31, 2000		F-77

Consolidated Statements of Cash Flows for the nine months ended September 30, 2003 and 2002 (unaudited) and for the years ended December 31, 2002, December 31, 2001 and December 31, 2000		F-78

Notes to Consolidated Financial Statements		F-79

F-2

NEXSTAR BROADCASTING GROUP, L.L.C.

CONSOLIDATED BALANCE SHEETS

	December 31, 2002			September 30, 2003
				(Unaudited)
	(dollars in thousands)
Assets
Current assets:
Cash and cash equivalents	$	19,947		$	51,733
Accounts receivable, net of allowance for doubtful accounts of $660 and $1,067, respectively		26,065			28,520
Current portion of broadcast rights		10,357			13,954
Prepaid expenses and other current assets		1,005			2,354
Deferred tax assets		59			59
Taxes receivable		—			231

Total current assets		57,433			96,851
Property and equipment, net		54,612			67,253
Broadcast rights		3,392			3,670
Other noncurrent assets		3,186			1,973
Goodwill, net		60,708			103,273
Intangible assets, net		220,987			284,136

Total assets	$	400,318		$	557,156

Liabilities, Redeemable Preferred and Common Units and Members’ Deficit
Current liabilities:
Current portion of debt	$	2,567		$	1,388
Current portion of broadcast rights payable		10,581			14,121
Accounts payable		2,624			2,959
Accrued expenses		7,000			6,596
Interest payable		4,964			10,476
Deferred revenue		438			478
Taxes payable		45			—

Total current liabilities		28,219			36,018
Debt		317,450			461,272
Broadcast rights payable		3,732			4,008
Deferred tax liabilities		8,598			40,316
Deferred revenue		2,171			3,892
Preferred units subject to mandatory redemption		—			53,418
Other liabilities		5,641			4,239

Total liabilities		365,811			603,163

Redeemable preferred and common units		64,235			8,298


Commitments and contingencies (Note 10)

Minority interest in consolidated entity		—			2,883

Members’ deficit:
Contributed capital		101,497			118,685
Accumulated deficit		(131,225	)		(175,873	)

Total members’ deficit		(29,728	)		(57,188	)

Total liabilities, redeemable preferred and common units and members’ deficit	$	400,318		$	557,156

The accompanying notes are an integral part of these consolidated financial statements.

F-3

NEXSTAR BROADCASTING GROUP, L.L.C.

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME

	Three Months Ended September 30,						Nine Months Ended September 30,
	2002			2003			2002			2003
	(Unaudited)
	(amounts in thousands, except per unit data)
Revenue (excluding trade and barter)	$	33,816		$	37,023		$	97,438		$	108,459
Less: commissions		(4,815	)		(5,009	)		(13,507	)		(14,678	)

Net broadcast revenue (excluding trade and barter)		29,001			32,014			83,931			93,781
Trade and barter revenue		2,689			2,748			7,603			8,365

Total net revenue		31,690			34,762			91,534			102,146

Operating expenses:
Direct operating expenses (exclusive of depreciation and amortization shown separately below)		8,573			10,327			25,893			30,528
Selling, general and administrative expenses (exclusive of depreciation and amortization shown separately below)		8,444			10,715			25,445			30,264
Amortization of broadcast rights		3,921			3,671			10,825			11,030
Amortization of intangible assets		3,370			4,686			9,844			11,823
Depreciation		3,443			3,346			9,846			9,177

Total operating expenses		27,751			32,745			81,853			92,822

Income from operations		3,939			2,017			9,681			9,324
Interest expense, including amortization of debt financing costs		(9,690	)		(13,780	)		(28,927	)		(40,371	)
Interest income		37			147			95			471
Other income (expenses), net		(2,104	)		857			(2,366	)		1,403

Loss before income taxes		(7,818	)		(10,759	)		(21,517	)		(29,173	)
Income tax benefit (expense)		1,373			(273	)		2,685			(1,478	)

Loss before cumulative effect of change in accounting principle and minority interest in consolidated entity		(6,445	)		(11,032	)		(18,832	)		(30,651	)
Minority interest in consolidated entity		—			158			—			263
Cumulative effect of change in accounting principle		—			(6,321	)		(27,419	)		(6,321	)

Net loss	$	(6,445	)	$	(17,195	)	$	(46,251	)	$	(36,709	)

Other comprehensive income:
Change in market value of derivative instrument		843			—			2,763			—

Net loss and other comprehensive income	$	(5,602	)	$	(17,195	)	$	(43,488	)	$	(36,709	)

Net loss	$	(6,445	)	$	(17,195	)	$	(46,251	)	$	(36,709	)
Accretion of preferred interests		(1,750	)		—			(5,195	)		(7,939	)

Net loss attributable to common unit holders	$	(8,195	)	$	(17,195	)	$	(51,446	)	$	(44,648	)

Basic and diluted loss per unit:
Net loss attributable to common unit holders	$	(1.32	)	$	(2.41	)	$	(8.29	)	$	(6.43	)
Cumulative effect of change in accounting principle		—			—			(4.42	)		(0.91	)
Weighted average number of units outstanding:
Basic and diluted		6,214			7,146			6,206			6,941
Unaudited pro forma information:
Loss before income taxes	$	(7,818	)	$	(10,759	)	$	(21,517	)	$	(29,173	)
Income tax benefit (expense)		895			(721	)		1,126			(2,819	)

Pro forma net loss before minority interest and preferred dividend	$	(6,923	)	$	(11,480	)	$	(20,391	)	$	(31,992	)
Unaudited pro forma basic and diluted loss per unit:
Pro forma net loss	$	(1.11	)	$	(1.61	)	$	(3.29	)	$	(4.61	)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

NEXSTAR BROADCASTING GROUP, L.L.C.

CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE PREFERRED

AND COMMON UNITS AND MEMBERS’ INTEREST

FOR THE YEAR ENDED DECEMBER 31, 2002,

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2003

(dollars in thousands)

	Series AA Mandatorily Redeemable Preferred Interest					Series BB Redeemable Preferred Interest					Redeemable Class D-2			Total Redeemable Preferred and Common Units			Class A-1			Class A-2
	Units		Amount			Units		Amount			Units	Amount		Total Redeemable Preferred and Common Units			Units	Amount		Units	Amount
Balance at December 31, 2001	40,000		$	33,269		15,000		$	15,000		563,898	$	8,298	$	56,567		2,050,000	$	30,750	3,439,122	$	70,937
Contributions, net of issuance costs of $45 on Series AA Redeemable Preferred Interest	—			(45	)	—			—		—		—		(45	)	—		—	—		—
Distribution to member	—			—		—			—		—		—		—		—		—	—		—
Repurchase and retirement of units	—			—		—			—		—		—		—		—		—	—		—
Accretion of Redeemable Preferred Interest to redemption value	—			5,195		—			—		—		—		5,195		—		—	—		—
Net loss	—			—		—			—		—		—		—		—		—	—		—
Cumulative effect of change in accounting principle	—			—		—			—		—		—		—		—		—	—		—
Change in market value of derivative instrument	—			—		—			—		—		—		—		—		—	—		—

Balance at September 30, 2002 (Unaudited)	40,000		$	38,419		15,000		$	15,000		563,898	$	8,298	$	61,717		2,050,000	$	30,750	3,439,122	$	70,937
Contributions	—			—							—		—		—		—		—	—		—
Distribution to member	—			—		—			—		—		—		—		—		—	—		—
Repurchase and retirement of units	—			—		—			—		—		—		—		—		—	—		—
Accretion of Redeemable Preferred Interest to redemption value	—			2,518		—			—		—		—		2,518		—		—	—		—
Net loss	—			—		—			—		—		—		—		—		—	—		—
Change in market value of derivative instrument	—			—		—			—		—		—		—		—		—	—		—

Balance at December 31, 2002	40,000		$	40,937		15,000		$	15,000		563,898	$	8,298	$	64,235		2,050,000	$	30,750	3,439,122	$	70,937
Contributions	—			—		—			—		—		—		—		—		—	—		—
Dividend declared	—			—		—			3,710		—		—		3,710		—		—	—		—
Conversion of Redeemable Preferred Interest into Common Units	—			—		(15,000	)		(18,710	)	—		—		(18,710	)	—		—	906,072		18,710
Distribution to member	—			—		—			—		—		—		—		—		—	—		—
Accretion of Redeemable Preferred Interest to redemption value	—			4,229		—			—		—		—		4,229		—		—	—		—
Net loss	—			—		—			—		—		—		—		—		—	—		—
Reclassification to liabilities	(40,000	)		(45,166	)	—			—		—		—		(45,166	)	—		—	—		—

Balance at September 30, 2003 (Unaudited)	—		$	—		—		$	—		563,898	$	8,298	$	8,298		2,050,000	$	30,750	4,345,194	$	89,647

The accompanying notes are an integral part of these consolidated financial statements.

F-5

NEXSTAR BROADCASTING GROUP, L.L.C.

CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE PREFERRED

AND COMMON UNITS AND MEMBERS’ INTEREST

FOR THE YEAR ENDED DECEMBER 31, 2002,

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2003—(CONTINUED)

(dollars in thousands)

	Class B-1			Class B-2			Class C-1			Class C-2					Class D-1
	Units	Amount		Units	Amount		Units	Amount		Units		Amount			Units	Amount
Balance at December 31, 2001	15,280	$	—	1,000	$	68	81,507	$	18	84,460		$	33		43,183	$	1,256
Contributions, net of issuance costs of $45 on Series AA Redeemable Preferred Interest	—		—	—		—	—		—	7,780			3		—		—
Distribution to member	—		—	—		—	—		—	(5,446	)		(2	)	—		—
Repurchase and retirement of units	—		—	—		—	—		—	—			—		—		—
Accretion of Redeemable Preferred Interest to redemption value	—		—	—		—	—		—	—			—		—		—
Net loss	—		—	—		—	—		—	—			—		—		—
Cumulative effect of change in accounting principle	—		—	—		—	—		—	—			—		—		—
Change in market value of derivative instrument	—		—	—		—	—		—	—			—		—		—

Balance at September 30, 2002 (Unaudited)	15,280	$	—	1,000	$	68	81,507	$	18	86,794		$	34		43,183	$	1,256
Contributions	—		—	—		—	—		—	—			—		—		—
Distribution to member	—		—	—		—	—		—	—			—		—		—
Repurchase and retirement of units	—		—	—		—	—		—	—			—		—		—
Accretion of Redeemable Preferred Interest to redemption value	—		—	—		—	—		—	—			—		—		—
Net loss	—		—	—		—	—		—	—			—		—		—
Change in market value of derivative instrument	—		—	—		—	—		—	—			—		—		—

Balance at December 31, 2002	15,280	$	—	1,000	$	68	81,507	$	18	86,794		$	34		43,183	$	1,256
Contributions	—		—	—		—	—		—	—			—		—		—
Dividend declared	—		—	—		—	—		—	—			—		—		—
Conversion of Redeemable Preferred Interest into Common Units	—		—	—		—	—		—	—			—		—		—
Distribution to member	—		—	—		—	—		—	—			—		—		—
Accretion of Redeemable Preferred Interest to redemption value	—		—	—		—	—		—	—			—		—		—
Net loss	—		—	—		—	—		—	—			—		—		—
Reclassification to liabilities	—		—	—		—	—		—	—			—		—		—

Balance at September 30, 2003 (Unaudited)	15,280	$	—	1,000	$	68	81,507	$	18	86,794		$	34		43,183	$	1,256

The accompanying notes are an integral part of these consolidated financial statements.

F-6

NEXSTAR BROADCASTING GROUP, L.L.C.

CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE

PREFERRED AND COMMON UNITS AND MEMBERS’ INTEREST

FOR THE YEAR ENDED DECEMBER 31, 2002 AND

THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2003—(CONTINUED)

(dollars in thousands)

	Distributions			Accumulated Deficit			Other Comprehensive Income (Loss)			Total Members’ Interest
Balance at December 31, 2001	$	(150	)	$	(71,208	)	$	(3,731	)	$	27,973
Contributions, net of issuance costs of $45 on Series AA Redeemable Preferred Interest		—			—			—			3
Distribution to member		(1,416	)								(1,418	)
Repurchase and retirement of units		—			—			—			—
Accretion of Redeemable Preferred Interest to redemption value		—			(5,195	)		—			(5,195	)
Net loss		—			(46,251	)		—			(46,251	)
Cumulative effect of change in accounting principle		—			—			—			—
Change in market value of derivative instrument		—			—			2,763			2,763

Balance at September 30, 2002 (Unaudited)	$	(1,566	)	$	(122,654	)	$	(968	)	$	(22,125	)
Contributions		—			—			—			—
Distribution to member		—			—			—			—
Repurchase and retirement of units		—			—			—			—
Accretion of Redeemable Preferred Interest to redemption value		—			(2,518	)		—			(2,518	)
Net loss		—			(6,053	)		—			(6,053	)
Change in market value of derivative instrument		—			—			968			968

Balance at December 31, 2002	$	(1,566	)	$	(131,225	)	$	—		$	(29,728	)
Contributions		—			—			—			—
Dividend declared		—			(3,710	)		—			(3,710	)
Conversion of Redeemable Preferred Interest into common units		—			—			—			18,710
Distribution to member		(1,522	)		—			—			(1,522	)
Accretion of Redeemable Preferred Interest to redemption value		—			(4,229	)		—			(4,229	)
Net loss		—			(36,709	)		—			(36,709	)
Reclassification to liabilities		—			—			—			—

Balance at September 30, 2003 (Unaudited)	$	(3,088	)	$	(175,873	)	$	—		$	(57,188	)

The accompanying notes are an integral part of these consolidated financial statements.

F-7

NEXSTAR BROADCASTING GROUP, L.L.C.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30,
	2002			2003
	(Unaudited) (dollars in thousands)
Cash flows from operating activities:
Net loss	$	(46,251	)	$	(36,709	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Deferred income taxes		(2,019	)		1,501
Depreciation of property and equipment		9,846			9,177
Amortization of intangible assets		9,844			11,823
Amortization of debt financing costs		2,121			7,606
Amortization of broadcast rights, excluding barter		5,879			5,478
Payments for broadcast rights		(5,785	)		(5,461	)
Loss (gain) on asset disposal, net		(62	)		(1	)
Cumulative effect of change in accounting principle, net of tax		27,419			6,321
Amortization of debt discount		3,197			8,066
Effect of accounting for derivative instruments		4,521			(1,992	)
Minority interest in consolidated entity		—			(263	)
Changes in assets and liabilities, net of acquisitions:
Decrease in accounts receivable		991			1,388
Increase in prepaid expenses and other current assets		(783	)		(1,299	)
Decrease in other noncurrent assets		688			1,283
Increase (decrease) in accounts payable and accrued expenses		1,208			(854	)
Increase in taxes receivable		(942	)		(231	)
Increase in interest payable		3,846			5,512
Decrease in taxes payable		—			(45	)
Increase in deferred revenue		2,586			1,219
Increase in preferred units subject to mandatory redemption		—			1,931

Net cash provided by operating activities		16,304			14,450

Cash flows from investing activities:
Additions to property and equipment, net		(5,780	)		(6,085	)
Proceeds from sale of assets		233			3
Acquisition of broadcast properties and related transaction costs		(8,092	)		(101,305	)
Down payment on acquisition of stations		—			(1,500	)

Net cash used for investing activities		(13,639	)		(108,887	)

Cash flows from financing activities:
Proceeds from debt issuance		—			259,675
Repayment of loans		(2,835	)		(161,656	)
Proceeds from revolver draws		10,000			37,150
Proceeds from termination of derivative instrument		4,387			—
Payments for debt finance costs		(572	)		(7,424	)
Payment of issuance costs		(45	)		—
Capital contributions		3			—
Distributions		(1,418	)		(1,522	)

Net cash provided by financing activities		9,520			126,223

Net increase in cash and cash equivalents		12,185			31,786
Cash and cash equivalents at beginning of period		5,870			19,947

Cash and cash equivalents at end of period	$	18,055		$	51,733

The accompanying notes are an integral part of these consolidated financial statements.

F-8

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Business Operations

Nexstar Broadcasting Group, L.L.C. (“Nexstar”) owns, operates and programs, through its subsidiaries, 16 televisions stations in the United States of America consisting of seven NBC-affiliated television stations, four ABC-affiliated television stations, four CBS-affiliated television stations and one UPN-affiliated television station. Nexstar has an outsourcing agreement to provide services for a Fox affiliate owned by a subsidiary of Sinclair Broadcast Group, Inc. Through various other local service agreements, Nexstar (i) programs one Fox-affiliated television station and one NBC-affiliated station under Time Brokerage Agreements (“TBA”), (ii) has Shared Services Agreements (“SSA”) with two NBC-affiliated television stations, a CBS-affiliated television station and an ABC-affiliated television station and (iii) has SSAs and Joint Sales Agreements (“JSA”) with two Fox-affiliated television stations and a low-power UPN-affiliated television station. The television stations described above are located in New York, Pennsylvania, Illinois, Indiana, Missouri, Texas, Louisiana, Arkansas and Alabama.

On April 25, 2002, Nexstar Broadcasting Group, Inc. filed for an initial public offering with the Securities and Exchange Commission (“SEC”). Nexstar will undertake a reorganization in connection with the completion of the initial public offering whereby Nexstar and certain of its direct and indirect subsidiaries will be merged with and into, Nexstar Broadcasting Group, Inc., which will become the surviving corporation.

Television broadcasting is subject to the jurisdiction of the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”). The Communications Act prohibits the operation of television broadcasting stations, except under a license issued by the FCC, and empowers the FCC, among other things, to issue, revoke, and modify broadcasting licenses, determine the location of television stations, regulate the equipment used by television stations, adopt regulations to carry out the provisions of the Communications Act and impose penalties for the violation of such regulations.

Nexstar is highly leveraged, which makes it vulnerable to changes in general economic conditions. Nexstar’s ability to repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of which are beyond the control of Nexstar. Nexstar believes that, taken together, its current cash balances, internally generated cash flow and availability under its credit facilities should result in Nexstar having adequate cash resources to meet its future requirements for working capital, capital expenditures and debt service for at least the next twelve months.

2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of Nexstar and its wholly-owned subsidiaries and independently-owned Mission Broadcasting, Inc. (“Mission”) (collectively, the “Company”). Mission owns and operates the following television stations: WYOU, WFXP, KODE, KJTL, KJBO-LP, KRBC and KSAN (formerly KACB). In addition, Mission provides most of the programming for WBAK, which is owned by Bahakel Communications, pursuant to a TBA. Nexstar does not own Mission or Mission’s television stations; however, under U.S. generally accepted accounting principles (“U.S. GAAP”), Nexstar is deemed to have a controlling financial interest in them due to Nexstar’s guarantee of Mission’s debt and the service and purchase option agreements described below. Additionally, Nexstar has evaluated the impact of accounting for Mission under Financial Accounting Standards Board (“FASB”) Interpretation No. 46, “Consolidation of Variable Interest Entities, an interpretation on Accounting Research Bulletin No. 51” (“FIN No. 46”) and has determined that Nexstar will be required to continue consolidating Mission’s financial position, results of operations and cash flows under U.S. GAAP. In order for both Nexstar and Mission to continue to comply with FCC regulations, Mission must maintain complete responsibility for and control over programming, finances, personnel and

F-9

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

operations of its stations. Nexstar has entered into various service agreements with all of Mission’s stations. Nexstar has a TBA with WFXP, which allows Nexstar to program most of the station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated by WFXP in exchange for monthly payments to Mission. Nexstar has an SSA with KJTL and KJBO-LP, which allows the sharing of services including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments from Mission as described in the SSA. These payments have had the effect of Nexstar receiving substantially all of the available cash, after payment of debt service costs, generated by KJTL and KJBO-LP. Nexstar anticipates that the payments required by the SSA with KJTL and KJBO-LP will continue to have the effect of Nexstar receiving substantially all of the available cash, after payment of debt service costs, generated by KJTL and KJBO-LP. Pursuant to a JSA, Nexstar has also acquired the right to sell and receive the revenue from the advertising time on KJTL and KJBO-LP in return for monthly payments to Mission. Nexstar has an SSA with each of WYOU, KODE, KRBC, KSAN and WBAK and has a JSA with WBAK, which have terms substantially similar to the terms of the SSA and JSA, as applicable, with KJTL and KJBO-LP, except that the payment terms for the WYOU, KRBC and KSAN SSAs provide for payment of a flat monthly fee. Nexstar’s ability to receive cash from Mission is governed by these agreements.

In addition to providing certain services to Mission’s television stations, Nexstar Finance, L.L.C. (“Nexstar Finance”), a wholly owned subsidiary of Nexstar, is also the guarantor of Mission’s debt (See Note 7). Mission is a guarantor of the senior credit facilities entered into and the senior subordinated notes issued by Nexstar Finance (See Note 7). The shareholder of Mission has granted Nexstar a purchase option to acquire the assets and liabilities of each Mission station for consideration equal to the greater of (1) seven times the station’s broadcast cash flow as defined in the option agreement less the amount of its indebtedness as defined in the option agreement or (2) the amount of its indebtedness. These option agreements are freely exercisable or assignable by Nexstar without consent or approval by the shareholder of Mission.

As a result of the service arrangements, the debt guarantees and the option agreements with Mission, Nexstar is deemed to have a controlling financial interest in Mission under U.S. GAAP while complying with the FCC’s rules regarding ownership limits in television markets. As a result of Nexstar’s controlling financial interest in Mission under U.S. GAAP, Nexstar consolidates the financial position, results of operations and cash flows of Mission with Nexstar as if it were a wholly-owned entity of Nexstar in order to provide a more meaningful presentation of Nexstar’s performance. Because Mission has a net asset deficit and because there is no binding obligation on the shareholder of Mission to make capital contributions to cover the deficit, Nexstar recognizes 100% of Mission’s losses. As discussed above, Nexstar has considered the method of accounting under FIN No. 46 and has determined that it will be required to continue consolidating Mission’s financial position, results of operations and cash flow.

The financial statements as of September 30, 2003 and for the three months and nine months ended September 30, 2002 and 2003 are unaudited. However, in the opinion of management, such statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with U.S. GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission. The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year. The financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2002. The balance sheet at December 31, 2002 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

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NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

All intercompany account balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year presentation. Unless otherwise noted, all dollars are in thousands.

Trade Transactions

The Company trades certain advertising time for various goods and services. These transactions are recorded at the estimated fair value of the goods or services received. Revenue from trade transactions is recognized when advertisements are broadcast and services or merchandise received are charged to expense or capitalized when received or used. The Company recorded $1.0 million and $0.9 million of trade revenue for the three months ended September 30, 2003 and 2002, respectively, and $2.8 million and $2.7 million of trade revenue for the nine months ended September 30, 2003 and 2002, respectively.

Broadcast Rights and Broadcast Rights Payable, Cash and Barter

Broadcast rights, primarily in the form of syndicated programs and feature movie packages, are initially recorded at the amount paid or payable to program suppliers for the limited right to broadcast the suppliers’ programming and are recorded when the following criteria are met: 1) the cost of each program is known or reasonably determinable, 2) the license period must have begun, 3) the program material has been accepted in accordance with the license agreement, and 4) the programming is available for use. Broadcast rights are stated at the lower of unamortized cost or net realizable value. Amortization is computed using the straight-line method based on the license period or usage, whichever yields the greater expense. The current portion of broadcast rights represents those rights available for broadcast which will be amortized in the succeeding year.

The Company barters advertising time for certain program material. These transactions, except those involving exchange of advertising time for network programming, are recorded at management’s estimate of the value of the advertising time exchanged, which approximates the fair value of the program material received. The value of advertising time exchanged is estimated by applying average historical advertising rates for specific time periods. The Company recorded $1.8 million of barter revenue for both the three months ended September 30, 2003 and 2002, respectively, and $5.6 million and $4.9 million of barter revenue for the nine months ended September 30, 2003 and 2002, respectively. The Company recorded $2.6 million and $2.4 million of trade and barter expense for the three months ended September 30, 2003 and 2002, respectively, and $8.2 million and $7.3 million of trade and barter expense for the nine months ended September 30, 2003 and 2002, respectively.

Intangible Assets

Intangible assets include FCC licenses, network affiliation agreements, and goodwill. On January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”). SFAS No. 142 requires companies to cease amortizing certain intangible assets including goodwill and FCC licenses. The amortization of existing goodwill and FCC licenses resulting from acquisitions completed prior to July 1, 2001 ceased on December 31, 2001. Any goodwill and FCC licenses resulting from acquisitions completed after June 30, 2001 were not and will not be amortized. SFAS No. 142 established a new method of testing goodwill and FCC licenses for impairment on an annual basis or on an interim basis if an event occurs or circumstances change which would reduce the fair value of a reporting unit below its carrying value.

As required by SFAS No. 142, the Company completed a transitional impairment test for goodwill and FCC licenses as of January 1, 2002. As a result of this test, an impairment of $27.4 million, net of taxes, was recorded in the first quarter of 2002 as a cumulative effect of change in accounting principle. As of September 30, 2003, the Company did not identify any events that triggered any impairment assessment.

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NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

An impairment assessment of goodwill and FCC licenses could be triggered by a significant reduction in operating results or cash flows at one or more of the Company’s television stations, or a forecast of such reductions, a significant adverse change in the advertising marketplaces in which the Company’s television stations operate, or by adverse changes to FCC ownership rules, among others.

Long Lived-Assets

The Company periodically evaluates the net realizable value of long-lived assets, including tangible and intangible assets, relying on a number of factors including operating results, business plans, economic projections and anticipated future cash flows. An impairment in the carrying value of an asset is recognized when the expected future operating cash flow derived from the asset is less than its carrying value.

Units Subject to Mandatory Redemption

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (“SFAS No. 150”). This statement addresses financial accounting and reporting for financial instruments with characteristics of both liabilities and equity and is effective at the beginning of the first interim period beginning after June 15, 2003. On adoption of the standard on July 1, 2003, the Company reclassified its redeemable preferred units as a liability and recorded $6.3 million as a cumulative effect of change in accounting principle. Additionally, for the three months ended September 30, 2003, the Company is required to record the change in the fair value of the liability as interest. The Company recorded an adjustment to interest expense of $1.9 million.

Earnings per Unit

The Company computes earnings per unit in accordance with SFAS No. 128 “Earnings Per Share”. Basic earnings per unit is based upon the net earnings applicable to units after preferred dividends and divided by the weighted average number of units outstanding during the period. Diluted earnings per unit reflects the assumed conversion of preferred interests only in the periods in which such effect would have been dilutive.

Unaudited Pro Forma Income Tax Provision

The unaudited pro forma provision for income taxes reflects income tax expenses for each of the periods presented as if Nexstar had been taxed as a C corporation on a stand-alone company basis. The pro forma provision for income taxes has been calculated using an effective tax rate of 40 percent on taxable income primarily arising from interest income associated with intercompany loans.

3. Acquisitions

KODE

On December 31, 2001, Mission entered into a TBA with GOCOM Broadcasting of Joplin, L.L.C. (“GOCOM”) and simultaneously entered into a purchase agreement to acquire substantially all of the assets of KODE for $14.0 million. Pursuant to the terms of the purchase agreement, Mission made a down payment of $6.0 million against the purchase price on December 31, 2001 and paid the remaining $8.0 million upon the consummation of the acquisition on September 30, 2002, exclusive of transaction costs. KODE is the ABC-affiliated television station in Joplin, Missouri. The acquisition has been accounted for under the purchase

F-12

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

method and, accordingly, the purchase price was allocated to assets and liabilities acquired based on their estimated fair value on the acquisition date. The TBA was terminated upon the closing of the acquisition, and non-recurring TBA fees in the amount of $0.1 million and $0.3 million, respectively, are included in the consolidated financial statements of the Company for the three months and nine months ended September 30, 2002.

On April 1, 2002, Mission entered into an SSA with KSNF, a Nexstar-owned station in the Joplin, Missouri market. As a result of the SSA with KSNF, Mission was able to reduce overhead costs associated with operations at KODE. Based on the expectation of the cost reductions through the SSA, Mission purchased KODE for an amount which resulted in the recognition of $0.4 million of goodwill, exclusive of transaction costs.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. The Company obtained third-party valuations of certain acquired intangible assets.

	At September 30, 2002
	(in millions)
Broadcast rights	$	0.9
Property and equipment		2.7
Intangible assets		10.9
Goodwill, including transaction costs		0.7

Total assets acquired		15.2
Less: broadcast rights payable		0.9

Net assets acquired	$	14.3

Of the $10.9 million of acquired intangible assets, $4.3 million was assigned to FCC licenses that are not subject to amortization and $5.5 million was assigned to network affiliation agreements (useful life of 15 years). The remaining $1.1 million of acquired intangible assets have a useful life of approximately 1 year. Goodwill of $0.7 million is expected to be deductible for tax purposes.

KRBC and KSAN

On December 13, 2002, Mission entered into a purchase agreement and a local marketing agreement with LIN Television Corporation and two of its subsidiaries, which owned KRBC, the NBC affiliate in Abilene-Sweetwater, Texas, and KSAN (formerly KACB), the NBC affiliate in San Angelo, Texas. Operations under the local marketing agreement commenced on January 1, 2003 and terminated upon the purchase of the stations. On June 13, 2003, Mission purchased substantially all of the assets of the stations for $10.0 million. Pursuant to the terms of the purchase agreement, Mission made a down payment of $1.5 million against the purchase price in December 2002, which has been included in noncurrent assets as of December 31, 2002, and paid the remaining $8.5 million upon the consummation of the acquisition on June 13, 2003, exclusive of transaction costs. The acquisition has been accounted for under the purchase method and, accordingly, the purchase price was allocated to assets and liabilities acquired based on their estimated fair value on the acquisition date.

On June 13, 2003, Mission entered into an SSA with KTAB, a Nexstar-owned station in the Abilene-Sweetwater, Texas market, whereby KTAB provides news production, technical maintenance and security for KRBC and KSAN. As a result of the SSA with KTAB, Mission should be able to reduce overhead costs associated with operations at KRBC and KSAN.

F-13

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

	At June 13, 2003
	(in millions)
Accounts receivable	$	0.8
Broadcast rights		0.3
Property and equipment		5.4
Intangible assets		4.0
Goodwill, including transaction costs		0.3

Total assets acquired		10.8
Less: accounts payable		0.1
Less: broadcast rights payable		0.3

Net assets acquired	$	10.4

Of the $4.0 million of acquired intangible assets, $2.1 million was assigned to FCC licenses that are not subject to amortization and $1.7 million was assigned to network affiliation agreements (useful life of 15 years). The remaining $0.2 million of acquired intangible assets have a useful life of approximately 1 year. Goodwill of $0.3 million is expected to be deductible for tax purposes.

KARK and WDHN

On December 30, 2002, Nexstar entered into a purchase agreement and time brokerage agreements with two subsidiaries of Morris Multimedia, Inc., which owned KARK, the NBC affiliate in Little Rock-Pine Bluff, Arkansas, and WDHN, the ABC affiliate in Dothan, Alabama. Operations under the time brokerage agreements commenced on February 1, 2003. On August 1, 2003, Nexstar completed the acquisition of the stations for total consideration of $91.5 million, exclusive of transaction costs of $0.8 million. Pursuant to terms of the purchase agreement, Nexstar made a down payment of $40.0 million against the purchase price on January 31, 2003 and paid the remaining $51.5 million upon the consummation of the acquisition, exclusive of transaction costs. The time brokerage agreements were terminated on August 1, 2003.

The acquisition was accounted for under the purchase method and accordingly the purchase price was allocated to assets acquired and liabilities assumed based on their fair values at August 1, 2003. The Company obtained third-party valuations of certain acquired intangible assets.

	At August 1, 2003
	(in millions)
Accounts receivable	$	3.1
Property and equipment		10.0
Intangible assets		68.5
Goodwill, including transaction costs		42.2
Accounts payable		(0.8	)
Deferred tax liability		(30.2	)
Deferred revenue		(0.5	)

Total	$	92.3

F-14

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Of the $68.5 million of acquired intangible assets, $27.3 million was assigned to FCC licenses that are not subject to amortization and $36.3 million was assigned to network affiliation agreements (estimated useful life of 15 years). The remaining $4.9 million of acquired intangible assets have a useful life of approximately 1 year.

The selected unaudited pro forma consolidated information for the three months and nine months ended September 30, 2002 and 2003 determined as if the acquisitions, described above, had occurred on January 1, of each year is as follows:

	Three Months Ended September 30, 2002						Three Months Ended September 30, 2003
	As Reported			Pro Forma			As Reported			Pro Forma
	(Unaudited)						(Unaudited)
Net broadcast revenue (excluding trade and barter)	$	29,001		$	34,739		$	32,014		$	32,014
Total net revenue		31,690			37,536			34,762			34,762
Income from operations		3,939			3,296			2,017			1,187
Net loss	$	(6,445	)	$	(7,935	)	$	(10,874	)	$	(11,704	)

	Nine Months Ended September 30, 2002						Nine Months Ended September 30, 2003
	As Reported			Pro Forma			As Reported			Pro Forma
	(Unaudited)						(Unaudited)
Net broadcast revenue (excluding trade and barter)	$	83,931		$	100,556		$	93,781		$	95,047
Total net revenue		91,534			108,321			102,146			103,412
Income from operations		9,681			6,354			9,324			4,198
Net loss	$	(46,251	)	$	(52,203	)	$	(36,709	)	$	(42,167	)

The selected unaudited pro forma information is presented for illustrative purposes only and is not necessarily indicative of results of operations in future periods or results that would have been achieved had the Company and the acquired stations been combined during the specified periods.

4. Operating and Management Agreements

WYZZ

Effective December 1, 2001, Nexstar entered into an outsourcing agreement with a subsidiary of Sinclair Broadcast Group, Inc. (“Sinclair”) to provide certain engineering, production, sales and administrative services for WYZZ, the Fox affiliate in Peoria, Illinois. Pursuant to this agreement, the parties share the combined broadcast cash flow, as defined in the agreement, generated by WYZZ and Nexstar-owned WMBD. The outsourcing agreement expires in December 2008, but at any time it may be canceled by either party upon 180 days written notice. Nexstar has evaluated its arrangement with Sinclair under FIN No. 46 and has determined that it is not the primary beneficiary of WYZZ.

KRBC and KSAN

On December 13, 2002, Mission entered into a local marketing agreement with LIN Television Corporation and two of its subsidiaries, which owned KRBC, the NBC affiliate in Abilene-Sweetwater, Texas, and KSAN (formerly KACB), the NBC affiliate in San Angelo, Texas. Operations under the local marketing agreement commenced on January 1, 2003 and terminated upon the purchase of the stations. On June 13, 2003, Mission purchased KRBC and KSAN (see Note 3) and entered into a shared services agreement with Nexstar whereby Nexstar’s station, KTAB, provides news production, technical maintenance and security for KRBC and KSAN. The local marketing agreement was terminated on June 13, 2003.

F-15

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

KARK and WDHN

WBAK

On May 8, 2003, Mission entered into a time brokerage agreement with Bahakel Communications and certain of its subsidiaries relating to WBAK and simultaneously entered into a purchase agreement to acquire substantially all of the assets of WBAK, the Fox affiliate in Terre Haute, Indiana, for $3.0 million. Operations under the time brokerage agreement commenced on May 9, 2003 and will terminate upon purchase of the station. Pursuant to the terms of the purchase agreement, Mission made a down payment of $1.5 million against the purchase price, which was funded from Mission’s senior credit facilities. The $1.5 million down payment has been included in noncurrent assets as of September 30, 2003. Additionally, Mission entered into a shared services agreement with Nexstar, effective May 9, 2003, whereby Nexstar-owned WTWO may provide certain services to Mission for WBAK, including news production, technical maintenance and security in exchange for monthly payments from Mission. Mission also entered into a joint sales agreement, effective May 9, 2003, whereby Nexstar-owned WTWO purchases all of the advertising time on WBAK and retains the advertising revenue in return for payments to Mission of $0.1 million per month, subject to adjustment to assure that each payment equals Mission’s actual operating costs plus $10.0 thousand per month. The acquisition is expected to close in the fourth quarter of 2003, subject to FCC consent. Mission has evaluated its arrangement with Bahakel Communication under FIN No. 46 and has determined that it is the primary beneficiary of WBAK. Mission has therefore consolidated the financial position and results of operations of WBAK since May 9, 2003. Therefore, pursuant to FIN No. 46, Bahakel’s ownership is currently reflected as minority interest in these consolidated financial statements.

Under these agreements, the Company pays for certain operating expenses of the respective stations and therefore may have unlimited exposure to any potential operating losses. The Company is responsible for reimbursing all of the operating expenses at WBAK and may ultimately have unlimited exposure to potential operating losses. The Company will continue to operate the stations under the time brokerage, shared services, joint sales and outsourcing agreements until the termination of such agreements. Termination of the time brokerage agreements typically occurs on consummation of the acquisitions of the stations. Additionally, Nexstar or Mission, as applicable, indemnifies the owners of the stations from and against all liability and claims arising out of or resulting from its activities, acts or omissions in connection with the agreements. The maximum potential amount of future payments Nexstar or Mission could be required to make for such indemnification is undeterminable at this time.

Quorum

On September 12, 2003, Nexstar signed a definitive agreement to acquire all of the subsidiaries of Quorum Broadcast Holdings, LLC (“Quorum”). Quorum owns and operates 11 television stations (including WTVW, which certain Quorum subsidiaries have contracted to sell) and provides management, sales or other services to

F-16

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

an additional five stations, primarily in medium-sized markets. On the same date, Nexstar also entered into a management and consulting services agreement with Quorum pursuant to which Nexstar will perform certain management functions pending completion of the purchase. Nexstar will receive no compensation under the management agreement, provided that the sale closes before March 31, 2004. Nexstar will, however, be reimbursed for any expenses incurred. After March 31, 2004, the agreement requires Quorum to pay a quarterly management fee to Nexstar equal to 50% of the cost savings to Quorum resulting from Nexstar’s performance of certain management functions.

The Quorum acquisition will be structured as a merger of Quorum’s direct subsidiaries with and into Nexstar. The consideration for the merger will consist of a combination of cash, shares of common stock of Nexstar Broadcasting Group, Inc. (see Note 11) and the assumption of debt. As of September 30, 2003, Quorum and its related entities had total consolidated assets of approximately $ 198.8 million.

5. Related Party Transactions

Guaranty—Chief Executive Officer

Pursuant to a continuing guaranty agreement dated June 16, 2001 with Nexstar’s primary lender, Nexstar guarantees a $3.0 million non-revolving line of credit to its president and chief executive officer to enable him, among other uses, to purchase equity interests of Nexstar. The line of credit is full-recourse to the officer. However, if the officer does not repay some or all of the loan then Nexstar may be required to pay up to the maximum potential amount of $3.0 million. The full amount has been drawn against the line of credit and is due on December 31, 2004.

6. Intangible Assets and Goodwill

	Estimated useful life (years)	December 31, 2002			September 30, 2003
		(Unaudited)			(Unaudited)
Network affiliation agreements	15	$	177,509		$	216,655
FCC licenses	indefinite		81,468			112,512
Debt financing costs	term of debt		17,897			17,170
Other intangible assets	1-15		12,122			17,142

			288,996			363,479
Less: accumulated amortization			(68,009	)		(79,343	)

Intangible assets, net of accumulated amortization			220,987			284,136
Goodwill	indefinite		60,708			103,273

Intangible assets and goodwill, net		$	281,695		$	387,409

Total amortization expense from definite-lived intangibles (excluding debt financing costs) for the year ended December 31, 2002 and nine months ended September 30, 2003 was $13.4 million and $11.8 million, respectively. The estimated useful life of network affiliations contemplates renewals of the underlying agreements based on the Company’s historical ability to renew such agreements without significant cost or modifications to the conditions from which the value of the affiliation was derived. These renewals can result in estimated useful lives of individual affiliations ranging from 12 to 20 years. Management has determined that 15 years is a reasonable estimate within the range of such estimated useful lives. The carrying value of indefinite-

F-17

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

lived intangibles, excluding goodwill, at December 31, 2002 and September 30, 2003 was $68.6 million and $99.7 million, respectively. The use of an indefinite life for FCC licenses contemplates the Company’s historical ability to renew their licenses, that such renewals generally may be obtained indefinitely and at little cost, and that the technology used in broadcasting is not expected to be replaced in the foreseeable future. Therefore, cash flows derived from the FCC licenses are expected to continue indefinitely.

7. Debt

Long-term debt consists of the following:

	December 31, 2002			September 30, 2003
	(Unaudited)			(Unaudited)
Term loans	$	81,513		$	185,000
Revolving credit facility		55,143			12,150
12% Senior subordinated notes due 2008, net of discount		154,762			155,313
16% Senior discount notes due 2009, net of discount		24,507			27,697
11.375% Senior discount notes due 2013, net of discount		—			78,997
SFAS No. 133 hedge accounting adjustment		4,092			3,503

		320,017			462,660
Less: current portion		(2,567	)		(1,388	)

	$	317,450		$	461,272

The Nexstar Senior Secured Credit Facilities

On January 12, 2001, Nexstar Finance entered into senior secured credit facilities (the “Nexstar credit facilities”) with a group of commercial banks. The terms of the credit agreement provided for a revolving credit facility (the “Nexstar revolver”) in the amount of $122.0 million and a term loan facility (the “Nexstar term loan”) in the amount of $110.0 million. The revolving credit facility was reduced to $72.0 million after the issuance of Nexstar Finance’s senior subordinated notes discussed below. The credit facilities were subsequently amended on June 14, 2001 to allow for a $50.0 million Term A facility, a $75.0 million Term B facility and a $57.0 million revolving facility. On November 14, 2001, the credit facilities were further amended to adjust certain financial covenants effective for the period ended September 30, 2001 and future periods because Nexstar was not in compliance with the consolidated total leverage ratio as of September 30, 2001, due in large part to the negative impact on advertising revenue resulting from the events of September 11, 2001, and Nexstar anticipated non-compliance in future periods. The amendment also reduced the revolving facility to $42.0 million. On June 5, 2002, the Nexstar credit facilities were amended again to allow Nexstar to undertake the reorganization and other transactions related to the proposed initial public offering by Nexstar Broadcasting Group, Inc., including the redemption of the preferred membership interests of Nexstar. Prior to the refinancing described below, the Nexstar revolver and Term A facility would have matured on January 12, 2007 and the Term B facility would have matured on July 12, 2007. Any excess amount outstanding at the time of a mandatory reduction would have been payable at that time.

On February 13, 2003, Nexstar Finance obtained new senior secured credit facilities (the “New Nexstar Facilities”). The New Nexstar Facilities consist of a $130.0 million term loan and a $50.0 million revolver. Nexstar Finance used the proceeds from the term loan to refinance its existing senior secured credit facilities, pay

F-18

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

related debt financing costs and provide additional working capital. Financial covenants under the New Nexstar Facilities include a total leverage ratio of 7.25 times the last twelve months operating cash flow (as defined in the credit agreement) through March 30, 2004 and a senior leverage ratio of 4.25 times the last twelve months operating cash through June 29, 2004. Covenants also include, among others, an interest coverage ratio of 1.50 to 1.00 through June 29, 2004 and a fixed charge coverage ratio of 1.10 to 1.00 through September 29, 2004. The term loans amortize at 1% annually in years 2004 through 2009, with the remaining 94% due in 2010. The outstanding principal amount on the revolving loans mature on December 31, 2009. As of September 30, 2003, Nexstar Finance had drawn $130.0 million on its term loan and had no borrowings outstanding under its revolver. Interest rates associated with the New Nexstar Facilities are based, at the option of Nexstar Finance, on (i) the higher of the prevailing prime rate or the Federal Funds Rate plus 0.50% plus an applicable margin or (ii) LIBOR plus an applicable margin, as defined in the credit agreement (4.12% at September 30, 2003). Interest is fixed for a period ranging from one month to 12 months, depending on availability of the interest basis selected, except if Nexstar Finance selects a prime-based loan, in which case the interest rate will fluctuate during the period as the prime rate fluctuates. Interest is payable periodically based on the type of interest rate selected. In addition, Nexstar Finance is required to pay quarterly commitment fees on the unused portion of the Nexstar Finance revolver loan commitment based on the Company’s leverage ratio for that particular quarter. The Nexstar Finance term loan is subject to scheduled mandatory repayments, and the Nexstar Finance revolver is subject to scheduled mandatory commitment reductions commencing in 2004. The borrowings under the Nexstar Finance credit facilities are guaranteed by each existing and subsequently acquired or organized subsidiary of Nexstar Finance and by Mission.

The Mission Senior Secured Credit Facilities

On January 12, 2001, Mission entered into a credit agreement (the “Mission credit facility”) with a group of commercial banks. The terms provided for the banks to make revolving loans to Mission, not to exceed the aggregate commitment of $43.0 million. On November 14, 2001, the Mission credit facility was amended to increase the revolving facility to $58.0 million. The Mission credit facility was amended again on September 30, 2002 in order to permit the merger of Bastet Broadcasting, Inc. and Mission Broadcasting of Joplin, Inc. into Mission. Prior to the refinancing described below, the Mission credit facility would have been due and payable on the maturity date, January 12, 2007. Any excess amount outstanding at the time of a mandatory reduction would have been payable at that time.

On February 13, 2003, Mission obtained new senior secured credit facilities (the “New Mission Facilities”). The New Mission Facilities consist of a $55.0 million term loan and a $30.0 million revolver. Mission used the proceeds from the loans to refinance its existing senior secured credit facility, pay related debt financing costs and provide additional working capital. Financial covenants under the New Mission Facilities include a total leverage ratio of 7.25 times the last twelve months operating cash flow (as defined in the credit agreement) through March 30, 2004 and a senior leverage ratio of 4.25 times the last twelve months operating cash through June 29, 2004. Covenants also include, among others, an interest coverage ratio of 1.50 to 1.00 through June 29, 2004 and a fixed charge coverage ratio of 1.10 to 1.00 through September 29, 2004. The term loan amortizes at 1% annually in years 2004 through 2009, with the remaining 94% due in 2010. The outstanding principal amount on the revolving loans mature on December 31, 2009. As of September 30, 2003, Mission had drawn $55.0 million on its term loan and $12.2 million under its revolver. Interest rates associated with the New Mission Facilities are based, at the option of Mission, (i) the higher of the prevailing prime rate or the Federal Funds Rate plus 0.50% plus an applicable margin or (ii) LIBOR plus an applicable margin, as defined in the credit agreement (ranging from 3.87% to 4.38% at September 30, 2003). Interest is fixed for a period ranging from one month to 12 months, depending on availability of the interest basis selected, except if Mission selects a prime-based loan, in which case the interest rate will fluctuate during the period as the prime rate fluctuates. Interest is payable

F-19

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

periodically based on the type of interest rate selected. In addition, Mission is required to pay quarterly commitment fees on the unused portion of the Mission revolver loan commitment based on the Company’s leverage ratio for that particular quarter. The Mission term loan is subject to scheduled mandatory repayments, and the Mission revolver is subject to scheduled mandatory commitment reductions commencing in 2004. Nexstar Finance guarantees full payment of any obligations outstanding in the event of Mission’s default.

The refinancing of the senior credit facilities for Nexstar Finance and Mission resulted in the write off during the first quarter of 2003 of $5.8 million of certain debt financing costs capitalized at December 31, 2002. The amount is included in interest expense.

Based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities, the fair value of the Company’s credit facilities approximates their carrying value.

Senior Subordinated Notes

On March 16, 2001, Nexstar Finance issued $160.0 million of 12.0% senior subordinated notes (the “notes”) at a price of 96.012%. The notes mature on April 1, 2008. Interest is payable every six months in arrears on April 1 and October 1. The notes are guaranteed by all of the domestic existing and future restricted subsidiaries of Nexstar Finance and by Mission. They are general unsecured senior subordinated obligations subordinated to all of the Company’s senior secured credit facilities. The notes are redeemable on or after April 1, 2005, at declining premiums, and Nexstar Finance may redeem, at a premium, up to 35.0% of the aggregate principal amount of the notes before April 1, 2004 with the net cash proceeds from qualified equity offerings. The notes are not redeemable by either the issuer or the note holder between April 1, 2004 and March 31, 2005. The proceeds of the offering were used to partially refinance existing indebtedness of Nexstar Finance and fund working capital needs.

Senior Discount Notes

On May 17, 2001, Nexstar issued approximately $37.0 million principal amount at maturity of Senior Discount Notes (the “discount notes”) at a price of 54.0373%. The discount notes mature on May 15, 2009. Each discount note will have an accreted value at maturity of $1,000. The discount notes will not begin to accrue cash interest until May 15, 2005 with payments to be made every six months in arrears on May 15 and November 15. They are general unsecured senior obligations effectively subordinated to all of Nexstar Finance’s senior secured debt and are structurally subordinated to Nexstar Finance’s notes described above.

On March 27, 2003, Nexstar issued $130.0 million principal amount at maturity of Senior Discount Notes (the “new discount notes”) at a price of 57.442%. The new discount notes mature on April 1, 2013. Each new discount note will have an accreted value at maturity of $1,000. The new discount notes will not begin to accrue cash interest until April 1, 2008 with payments to be made every six months in arrears on April 1 and October 1. They are general unsecured senior obligations effectively subordinated to all of Nexstar Finance’s senior secured debt and are structurally subordinated to Nexstar Finance’s notes.

Debt Covenants

The bank debt agreements and the notes described above contain covenants which require the Company to comply with certain financial ratios, capital expenditures, cash film payments and other limits. The Company was in compliance with all such covenants at September 30, 2003.

F-20

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

8. Redeemable Preferred Units

On May 15, 2003 the BB Preferred interests converted into A-2 Units pursuant to a formula described in the L.L.C. agreement. See Note 9 to the audited consolidated financial statements.

9. Income Taxes

The Company’s income tax benefit for the nine months ended September 30, 2002 was $2.7 million, compared to income tax expense of $1.5 million for the nine months ended September 30, 2003. The Company’s effective tax rate was 12.5% for the nine months ended September 30, 2002 as compared to the effective tax rate of 5.1% for the nine months ended September 30, 2003. The significant differences from the statutory tax rate and the effective tax rate for the nine months ended September 30, 2003 include an increase in the valuation allowance, income earned by entities not subject to corporate income tax, and state taxes, net of the federal benefit.

10. Commitments and Contingencies

Digital Conversion

All of the Company’s stations currently are in compliance with FCC regulations regarding broadcasting digital signals. The Company is currently working with Bahakel Communications to initiate low power digital facilities for WBAK, which has at least until March 2004 to begin digital operations. The purchase of WBAK by Mission is expected to close during the fourth quarter of 2003, pending FCC consent. We estimate the digital conversion will require an average additional capital expenditure of $0.7 million per station to modify the transmitter for full-power digital signal transmission. Digital conversion expenditures were $2.0 million for the nine months ended September 30, 2003.

Guarantor Arrangements

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN No. 45”). FIN No. 45 requires that a guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken by issuing the guarantee. FIN No. 45 also requires additional disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees it has issued. The accounting requirements for the initial recognition of guarantees are applicable on a prospective basis for guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for all guarantees outstanding, regardless of when they were issued or modified, during the first quarter of fiscal 2003. The adoption of FIN No. 45 did not have a material effect on the accompanying consolidated financial statements. The following is a summary of the Company’s agreements that have been determined to be within the scope of FIN No. 45.

As permitted under Delaware law, the Company has agreements whereby the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that may limit the Company’s exposure and enable it to recover a portion of any future amount paid. As a result of the insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal.

F-21

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company believes the estimated fair value of these agreements is minimal. Accordingly, there are no liabilities recorded for these agreements as of December 31, 2002 and September 30, 2003.

When, as part of an acquisition, the Company acquires all of the assets and liabilities or all of the stock of a company, the Company assumes the liability for certain events or occurrences that took place prior to the date of acquisition. The maximum potential amount of future payments that could be required to be made by the Company for such obligations is undeterminable at this time.

In connection with most of the Company’s acquisitions, the Company enters into local service agreements for specified periods of time, usually six months or less, whereby the Company indemnifies the owner and operator of the television station, their employees, agents and contractors from liability, claims, and damages arising from the activities of operating the television station under such agreements. The maximum potential amount of future payments the Company could be required to make for such obligations is undeterminable at this time. The Company has not incurred significant costs to defend lawsuits or settle claims related to these indemnification agreements.

Litigation

From time to time, the Company is involved with claims that arise out of the normal course of its business. In the opinion of management, any resulting liability with respect to these claims would not have a material adverse effect on the Company’s financial position or results of operations.

11. Initial Public Offering

On April 25, 2002, Nexstar filed for an initial public offering with the SEC and will undertake a reorganization whereby certain of its direct and indirect subsidiaries will be merged with and into, Nexstar Broadcasting Group, Inc., which will become the surviving corporation.

12. Recently Issued Accounting Standards

On April 30, 2003, the FASB issued FASB statement No. 149 “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (“SFAS No. 149”). SFAS No. 149 amends and clarifies the accounting guidance on (1) derivative instruments (including certain derivative instruments embedded in other contracts) and (2) hedging activities that fall within the scope of FASB Statement No. 133 “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”). SFAS No. 149 amends SFAS No. 133 and certain other existing pronouncements, which will result in more consistent reporting of contracts that are derivative in their entirety or that contain embedded derivatives that warrant separate accounting. SFAS No. 149 is effective (1) for contracts entered into or modified after June 30, 2003, with certain exceptions, and (2) for hedging relationships designated after June 30, 2003. The guidance is to be applied prospectively.

F-22

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

beginning of the first interim period beginning after June 12, 2003. As of July 1, 2003, the Company adopted SFAS No. 150. (see Note 2).

13. Subsequent Events

On October 13, 2003, Nexstar entered into a purchase agreement to acquire substantially all of the assets of KPOM/KFAA, the NBC affiliate in Fort Smith-Fayetteville-Springdale-Rogers, Arkansas, from J.D.G. Television, Inc. for $17.0 million, exclusive of transaction costs. Operations under a time brokerage agreement between Nexstar and J.D.G. Television, Inc. began on October 16, 2003. Pursuant to terms of the purchase agreement, Nexstar made a down payment of $10.0 million against the purchase price on October 16, 2003, which was funded from available cash. The acquisition is expected to close in the first quarter of 2004, subject to FCC consent. The Company is currently evaluating the accounting impact of these agreements under FIN No. 46.

Nexstar Finance plans to issue $125.0 million of senior subordinated notes (the “new notes”) during the fourth quarter of 2003. The new notes are expected to be guaranteed by all of the domestic existing and future subsidiaries of Nexstar Finance and by Mission. They are expected to be general unsecured senior subordinated obligations subordinated to all of the Company’s senior secured credit facilities. The indenture governing the new notes is expected to contain covenants that restrict the ability of the Company to incur additional indebtedness, pay dividends and undertake certain other business activities.

Nexstar Finance and Mission plan to amend their senior secured credit facilities during the fourth quarter of 2003. The new facilities are expected to consist of a $195.0 million term loan (Nexstar Finance—$55.0 million and Mission—$140.0 million) and an $80.0 million revolver (Nexstar Finance—$50.0 million and Mission— $30.0 million). Nexstar Finance and Mission anticipate using the proceeds to refinance their existing senior secured credit facilities, pay for related debt financing costs and finance the Quorum and VHR acquisitions, including the refinancing of all debt of Quorum’s subsidiaries. The amendments to the Nexstar Finance and Mission senior secured credit facilities are expected to result in the write off of approximately $3.1 million of debt financing costs during the fourth quarter of 2003.

Nexstar plans to retire the outstanding amount of its 16% discount notes in the fourth quarter of 2003 pursuant to the redemption provision in the indenture governing the discount notes. To retire the discount notes, Nexstar expects to pay approximately $29.7 million in principal and approximately $4.8 million in prepayment penalties. The redemption of the discount notes is expected to result in the write off of approximately $0.9 million of debt financing costs during the fourth quarter of 2003.

F-23

REPORT OF INDEPENDENT AUDITORS

To the Members of Nexstar Broadcasting Group, L.L.C.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations and other comprehensive loss, of redeemable preferred and common units and members’ (deficit) interest and of cash flows present fairly, in all material respects, the financial position of Nexstar Broadcasting Group, L.L.C. and its subsidiaries, at December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2 to the consolidated financial statements, effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.”

/ S / P RICEWATERHOUSE C OOPERS LLP

Boston, Massachusetts

March 5, 2003, except as to Note 15,

which is as of March 27, 2003

F-24

NEXSTAR BROADCASTING GROUP, L.L.C.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2002 AND 2001

	2002			2001
	(dollars in thousands)
Assets
Current assets:
Cash and cash equivalents	$	19,947		$	5,870
Accounts receivable, net of allowance for doubtful accounts of $660 and $490, respectively		26,065			25,442
Current portion of broadcast rights		10,357			10,062
Prepaid expenses and other current assets		1,005			993
Deferred tax assets		59			1,361
Taxes receivable		—			354

Total current assets		57,433			44,082
Property and equipment, net		54,612			57,383
Broadcast rights		3,392			3,685
Other noncurrent assets		3,186			8,240
Goodwill, net		60,708			87,464
Intangible assets, net		220,987			225,816

Total assets	$	400,318		$	426,670

Liabilities, Redeemable Preferred and Common Units and Members’ (Deficit) Interest
Current liabilities:
Current portion of debt	$	2,567		$	488
Current portion of capital lease obligations		—			23
Current portion of broadcast rights payable		10,581			10,242
Accounts payable		2,624			3,732
Accrued expenses		7,000			3,986
Interest payable		4,964			6,041
Deferred revenue		438			335
Taxes payable		45			—

Total current liabilities		28,219			24,847
Debt		317,450			304,144
Broadcast rights payable		3,732			3,770
Deferred tax liabilities		8,598			5,347
Deferred revenue		2,171			—
Other liabilities		5,641			4,022

Total liabilities		365,811			342,130

Redeemable preferred and common units		64,235			56,567

Commitments and contingencies (Note 11)

Members’ (deficit) interest:
Contributed capital		101,497			102,912
Accumulated deficit		(131,225	)		(71,208	)
Accumulated other comprehensive loss on derivative instruments		—			(3,731	)

Total members’ (deficit) interest		(29,728	)		27,973

Total liabilities, redeemable preferred and common units and members’ (deficit) interest	$	400,318		$	426,670

The accompanying notes are an integral part of these consolidated financial statements.

F-25

NEXSTAR BROADCASTING GROUP, L.L.C.

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

DECEMBER 31, 2002, 2001 AND 2000

	2002			2001			2000
	(amounts in thousands)
Revenue (excluding trade and barter)	$	143,730		$	114,474		$	124,631
Less: commissions		(20,593	)		(15,420	)		(17,546	)

Net broadcasting revenue (excluding trade and barter)		123,137			99,054			107,085
Trade and barter revenue		10,702			11,675			10,382

Total net revenue		133,839			110,729			117,467

Operating expenses:
Direct operating expenses (exclusive of depreciation and amortization, shown separately below)		35,147			31,332			29,269
Selling, general and administrative expenses (exclusive of depreciation and amortization, shown separately below)		35,821			28,182			28,790
Amortization of broadcast rights		14,776			17,344			16,905
Amortization of intangible assets		13,426			21,117			14,750
Depreciation		13,231			12,694			9,183

Total operating expenses		112,401			110,669			98,897

Income from operations		21,438			60			18,570
Interest expense, including amortization of debt financing costs		(38,941	)		(40,290	)		(20,170	)
Interest income		152			317			309
Other expense, net		(2,356	)		(519	)		(259	)

Loss before income taxes		(19,707	)		(40,432	)		(1,550	)
Income tax benefit (expense)		(5,178	)		2,232			(1,668	)

Loss before minority interest preferred dividend		(24,885	)		(38,200	)		(3,218	)
Related party minority interest preferred dividend in consolidated subsidiary		—			(2,423	)		—

Loss before cumulative effect of change in accounting principle		(24,885	)		(40,623	)		(3,218	)
Cumulative effect of change in accounting principle, net of tax		(27,419	)		—			—

Net loss	$	(52,304	)	$	(40,623	)	$	(3,218	)

Other comprehensive loss:
Cumulative effect of change in accounting principle	$	—		$	(241	)	$	—
Change in market value of derivative instrument		3,731			(3,490	)		—

Net loss and other comprehensive loss	$	(48,573	)	$	(44,354	)	$	(3,218	)

Net loss	$	(52,304	)	$	(40,623	)	$	(3,218	)
Accretion of preferred interests		(7,713	)		(2,786	)		—

Net loss attributable to common unit holders	$	(60,017	)	$	(43,409	)	$	(3,218	)

Basic and diluted loss per unit:
Net loss attributable to common unit holders		(9.66	)		(8.55	)		(0.89	)
Cumulative effect of change in accounting principle		(4.41	)		(0.05	)		—
Weighted average number of units outstanding:
Basic and diluted		6,216			5,078			3,605
Unaudited pro forma information (Note 2):
Loss before income taxes	$	(19,707	)	$	(40,432	)	$	(1,550	)
Income tax benefit (expense)		(7,048	)		206			(3,188	)

Pro forma net loss before minority interest preferred dividend and cumulative effect of change in accounting principle	$	(26,755	)	$	(40,226	)	$	(4,738	)
Unaudited pro forma basic and diluted loss per unit:
Pro forma net loss	$	(4.30	)	$	(7.92	)	$	(1.31	)

The accompanying notes are an integral part of these consolidated financial statements.

F-26

NEXSTAR BROADCASTING GROUP, L.L.C.

CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE PREFERRED

AND COMMON UNITS AND MEMBERS’ (DEFICIT) INTEREST

FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

(dollars in thousands)

	Series AA Mandatorily Redeemable Preferred Interest				Series BB Redeemable Preferred Interest			Redeemable Class D-2			Total Redeemable Preferred and Common Units			Class A-1			Class A-2
	Units	Amount			Units	Amount		Units	Amount		Total Redeemable Preferred and Common Units			Units	Amount		Units	Amount
Balance at December 31, 1999	—	$	—		—	$	—	—	$	—	$	—		2,050,000	$	30,750	1,498,944	$	30,872
Contributions	—		—		—		—	—		—		—		—		—	—		—
Distribution to member	—		—		—		—	—		—		—		—		—	—		—
Repurchase and retirement of units	—		—		—		—	—		—		—		—		—	—		—
Net loss	—		—		—		—	—		—		—		—		—	—		—

Balance at December 31, 2000	—		—		—		—	—		—		—		2,050,000		30,750	1,498,944		30,872
Contributions, net of issuance costs of $1,218 on Series AA Redeemable Preferred Interest	40,000		30,483		15,000		15,000	563,898		8,298		53,781		—		—	1,940,178		40,065
Distribution to member	—		—		—		—	—		—		—		—		—	—		—
Repurchase and retirement of units	—		—		—		—	—		—		—		—		—	—		—
Accretion of Redeemable Preferred Interest to redemption value	—		2,786		—		—	—		—		2,786		—		—	—		—
Net loss	—		—		—		—	—		—		—		—		—	—		—
Cumulative effect of change in accounting principle	—		—		—		—	—		—		—		—		—	—		—
Change in market value of derivative instrument	—		—		—		—	—		—		—		—		—	—		—

Balance at December 31, 2001	40,000		33,269		15,000		15,000	563,898		8,298		56,567		2,050,000		30,750	3,439,122		70,937
Contributions, net of issuance costs of $45 on Series AA Redeemable Preferred Interest	—		(45	)	—		—	—		—		(45	)	—		—	—		—
Distribution to member	—		—		—		—	—		—		—		—		—	—		—
Repurchase and retirement of units	—		—		—		—	—		—		—		—		—	—		—
Accretion of Redeemable Preferred Interest to redemption value	—		7,713		—		—	—		—		7,713		—		—	—		—
Net loss	—		—		—		—	—		—		—		—		—	—		—
Change in market value of derivative instrument	—		—		—		—	—		—		—		—		—	—		—

Balance at December 31, 2002	40,000	$	40,937		15,000	$	15,000	563,898	$	8,298	$	64,235		2,050,000	$	30,750	3,439,122	$	70,937

The accompanying notes are an integral part of these consolidated financial statements.

F-27

NEXSTAR BROADCASTING GROUP, L.L.C.

CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE PREFERRED

AND COMMON UNITS AND MEMBERS’ (DEFICIT) INTEREST

FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000—(CONTINUED)

(dollars in thousands)

	Class B-1			Class B-2			Class C-1					Class C-2					Class D-1
	Units	Amount		Units	Amount		Units		Amount			Units		Amount			Units	Amount
Balance at December 31, 1999	15,280	$	—	1,000	$	58	114,510		$	25		59,120		$	23		—	$	—
Contributions	—		—	—		—	—			—		26,340			10		—		—
Distribution to member	—		—	—		—	—			—		—			—		—		—
Repurchase and retirement of units	—		—	—		—	(29,635	)		(6	)	—			—		—		—
Net loss	—		—	—		—	—			—		—			—		—		—

Balance at December 31, 2000	15,280		—	1,000		58	84,875			19		85,460			33		—		—
Contributions, net of issuance costs of $1,218 on Series AA Redeemable Preferred Interest	—		—	—		10	—			—		13,226			5		43,183		1,256
Distribution to member	—		—	—		—	—			—		—			—		—		—
Repurchase and retirement of units	—		—	—		—	(3,368	)		(1	)	(14,226	)		(5	)	—		—
Accretion of Redeemable Preferred Interest to redemption value	—		—	—		—	—			—		—			—		—		—
Net loss	—		—	—		—	—			—		—			—		—		—
Cumulative effect of change in accounting principle	—		—	—		—	—			—		—			—		—		—
Change in market value of derivative instrument	—		—	—		—	—			—		—			—		—		—

Balance at December 31, 2001	15,280		—	1,000		68	81,507			18		84,460			33		43,183		1,256
Contributions, net of issuance costs of $45 on Series AA Redeemable Preferred Interest	—		—	—		—	—			—		7,780			3		—		—
Distribution to member	—		—	—		—	—			—		—			—		—		—
Repurchase and retirement of units	—		—	—		—	—			—		(5,446	)		(2	)	—		—
Accretion of Redeemable Preferred Interest to redemption value	—		—	—		—	—			—		—			—		—		—
Net loss	—		—	—		—	—			—		—			—		—		—
Change in market value of derivative instrument	—		—	—		—	—			—		—			—		—		—

Balance at December 31, 2002	15,280	$	—	1,000	$	68	81,507		$	18		86,794		$	34		43,183	$	1,256

The accompanying notes are an integral part of these consolidated inancial statements.

F-28

NEXSTAR BROADCASTING GROUP, L.L.C.

CONSOLIDATED STATEMENT OF CHANGES IN REDEEMABLE

PREFERRED AND COMMON UNITS AND MEMBERS’ (DEFICIT) INTEREST

FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000—(CONTINUED)

(dollars in thousands)

	Distributions			Accumulated Deficit			Other Comprehensive Loss			Total Members’ (Deficit) Interest
Balance at December 31, 1999	$	(57	)	$	(24,479	)	$	—		$	37,192
Contributions		—			—			—			10
Distribution to member		(42	)		—			—			(42	)
Repurchase and retirement of units		—			(102	)		—			(108	)
Net loss		—			(3,218	)		—			(3,218	)

Balance at December 31, 2000		(99	)		(27,799	)		—			33,834
Contributions, net of issuance costs of $1,218 on Series AA Redeemable Preferred Interest		—			—			—			41,336
Distribution to member		(51	)		—			—			(51	)
Repurchase and retirement of units		—			—			—			(6	)
Accretion of Redeemable Preferred Interest to redemption value		—			(2,786	)		—			(2,786	)
Net loss		—			(40,623	)		—			(40,623	)
Cumulative effect of change in accounting principle		—			—			(241	)		(241	)
Change in market value of derivative instrument		—			—			(3,490	)		(3,490	)

Balance at December 31, 2001		(150	)		(71,208	)		(3,731	)		27,973
Contributions, net of issuance costs of $45 on Series AA Redeemable Preferred Interest		—			—			—			3
Distribution to member		(1,416	)		—			—			(1,416	)
Repurchase and retirement of units		—			—			—			(2	)
Accretion of Redeemable Preferred Interest to redemption value		—			(7,713	)		—			(7,713	)
Net loss		—			(52,304	)		—			(52,304	)
Change in market value of derivative instrument		—			—			3,731			3,731

Balance at December 31, 2002	$	(1,566	)	$	(131,225	)	$	—		$	(29,728	)

The accompanying notes are an integral part of these consolidated financial statements.

F-29

NEXSTAR BROADCASTING GROUP, L.L.C.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 and 2000

	2002			2001			2000
	(dollars in thousands)
Cash flows from operating activities:
Net loss	$	(52,304	)	$	(40,623	)	$	(3,218	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Deferred income taxes		4,553			(1,489	)		(121	)
Depreciation of property and equipment		13,231			12,694			9,183
Amortization of intangible assets		13,426			21,117			14,750
Amortization of debt financing costs		2,841			5,144			303
Amortization of broadcast rights, net of barter		7,844			8,328			8,356
Payments for broadcast rights		(7,628	)		(8,001	)		(8,426	)
Loss on asset disposal, net		(60	)		330			259
Cumulative effect of change of accounting principle, net of tax		27,419			—			—
Amortization of debt discount		4,367			2,537			—
Effect of accounting for derivative instruments		5,055			290			—
Changes in assets and liabilities:
Increase in accounts receivable		(623	)		(2,168	)		(1,530	)
Decrease (increase) in prepaid expenses and other current assets		35			(463	)		(77	)
Decrease (increase) in taxes receivable		354			(354	)		—
(Increase) decrease in other noncurrent assets		(1,046	)		(573	)		50
Increase in accounts payable and accrued expenses		1,906			615			124
Increase (decrease) in taxes payable		45			(708	)		622
(Decrease) increase in interest payable		(1,077	)		5,733			(2,091	)
Increase (decrease) in deferred revenue		2,274			(33	)		199
Decrease in due to Midwest Television, Inc.		—			(2,256	)		(1,815	)

Net cash provided by operating activities		20,612			120			16,568

Cash flows from investing activities:
Additions to property and equipment, net		(7,940	)		(5,701	)		(5,693	)
Proceeds from sale of assets		255			111			98
Acquisition of broadcast properties and related transaction costs		(8,320	)		(108,525	)		(45,287	)
Downpayment on acquisition of stations		(1,550	)		(6,000	)		—

Net cash used for investing activities		(17,555	)		(120,115	)		(50,882	)

Cash flows from financing activities:
Proceeds from debt issuance		—			638,838			—
Repayment of loans		(3,001	)		(616,365	)		(13,544	)
Proceeds from revolver draws		11,500			24,500			63,500
Proceeds from termination of swap agreement		4,387			—			—
Note payable to related party		—			—			(14,522	)
Payments of debt financing costs		(409	)		(18,980	)		(1,206	)
Proceeds from issuance of preferred stock in subsidiary to related party		—			50,000			—
Redemption of preferred stock in subsidiary held by related party		—			(50,000	)		—
Capital contributions		6			96,336			10
Payment of issuance costs		(45	)		(1,218	)		—
Distributions		(1,418	)		(57	)		(150	)

Net cash provided by financing activities		11,020			123,054			34,088

Net increase (decrease) in cash and cash equivalents		14,077			3,059			(226	)
Cash and cash equivalents at beginning of year		5,870			2,811			3,037

Cash and cash equivalents at end of year	$	19,947		$	5,870		$	2,811

Supplemental schedule of cash flow information:
Cash paid for interest	$	31,000		$	26,276		$	21,610

Cash paid for taxes	$	337		$	783		$	1,147

The accompanying notes are an integral part of these consolidated financial statements.

F-30

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Business Operations

Nexstar Broadcasting Group, L.L.C. (“Nexstar”) was organized as a Limited Liability Company (“L.L.C.”) on December 12, 1996 in the State of Delaware. Nexstar commenced operations on April 15, 1997. Nexstar owns, operates and programs, through its subsidiaries, six NBC-affiliated television stations, three ABC-affiliated television stations, four CBS-affiliated and one UPN-affiliated television station in the United States of America. Nexstar has an outsourcing agreement to provide services for a Fox affiliate owned by a subsidiary of Sinclair Broadcast Group, Inc. Through various other local service agreements, Nexstar (i) programs one Fox-affiliated television station under a Time Brokerage Agreement (“TBA”), (ii) has a Shared Services Agreement (“SSA”) with a CBS-affiliated television station and one ABC-affiliated station, and (iii) has an SSA and a Joint Sales Agreement (“JSA”) with a Fox-affiliated television station and a low-power UPN-affiliated television station. The television stations described above are located in New York, Pennsylvania, Illinois, Indiana, Missouri, Texas and Louisiana.

Television broadcasting is subject to the jurisdiction of the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”). The Communications Act prohibits the operation of television broadcasting stations, except under a license issued by the FCC, and empowers the FCC, among other things, to issue, revoke, and modify broadcasting licenses, determine the location of the stations, regulate the equipment used by television stations, adopt regulations to carry out the provisions of the Communications Act and impose penalties for the violation of such regulations.

2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements include the accounts of Nexstar, its wholly-owned subsidiaries and independently owned Mission Broadcasting, Inc. (“Mission”) (collectively, the “Company”). Bastet Broadcasting, Inc. (“Bastet”) and Mission Broadcasting of Wichita Falls, Inc., were, at the beginning of fiscal year 2002, separate entities 100% owned by the same independent third party. On September 30, 2002, Bastet and Mission Broadcasting of Joplin, Inc., a subsidiary of Mission Broadcasting of Wichita Falls, Inc., were merged into Mission Broadcasting of Wichita Falls, Inc. with Mission Broadcasting of Wichita Falls, Inc. as the surviving corporation (its name was simultaneously changed to Mission Broadcasting, Inc.). The reorganization has been accounted for as a combination of entities under common control in a manner similar to a pooling of interests.

Collectively, Mission owns and operates the following television stations: WYOU, WFXP, KODE, KJTL, and KJBO-LP. Nexstar does not own Mission or Mission’s television stations. In order for both Nexstar and Mission to continue to comply with FCC regulations, Mission must maintain complete responsibility for and

F-31

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

control over programming, finances, personnel and operations of its stations. Management believes that, under accounting principles generally accepted in the United States, Nexstar is deemed to have a controlling financial interest in them under such principles due to the guarantee by Nexstar Finance L.L.C. (“Nexstar Finance”), a wholly-owned subsidiary of Nexstar, of Mission’s debt and the service arrangements and purchase option agreements described below. Nexstar has entered into various service agreements with all of Mission’s stations. Nexstar has a TBA with WFXP, which allows Nexstar to program most of the station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated by WFXP in exchange for monthly payments to Mission. Nexstar has an SSA with KJTL and KJBO-LP, which allows the sharing of services including news production, technical maintenance and security, in exchange for Nexstar’s right to receive certain payments from Mission as described in the SSA. These payments have had the effect of Nexstar receiving substantially all of the available cash flow generated by KJTL and KJBO-LP. Nexstar anticipates that the payments required by the SSA with KJTL and KJBO-LP will continue to have the effect of Nexstar receiving substantially all of the available cash generated by KJTL and KJBO-LP. Through a JSA, Nexstar has also acquired the right to sell and receive the revenue from the advertising time on KJTL and KJBO-LP in return for monthly payments to Mission. Nexstar has an SSA with each of WYOU and KODE, which have terms substantially similar to the terms of the SSAs with KJTL and KJBO-LP, except that payments under the WYOU SSA are a flat monthly fee. Nexstar’s ability to receive cash from Mission is governed by the agreements described above.

In addition to providing certain services to Mission’s television stations, Nexstar Finance is the guarantor of Mission’s debt (Note 8). Mission is a guarantor of the senior credit facilities entered into and the senior subordinated notes issued by Nexstar Finance (Note 8).

In connection with its proposed initial public offering, Nexstar Broadcasting Group, Inc. requested the FCC to review and reconfirm compliance with the FCC’s rules and published policies of Nexstar’s local service agreements with Mission and the purchase options granted by the owner of Mission. As a result of its review, the FCC requested certain revisions to the purchase options. Under the revised purchase options, the owner of Mission has granted to Nexstar a purchase option on each Mission television station to acquire the assets and liabilities of each station for consideration equal to the greater of (i) seven times the station’s broadcast cash flow less the amount of its indebtedness, as defined in the option agreement or (ii) its indebtedness. Broadcast cash flow is defined as income or loss from operations, plus depreciation and amortization (including amortization of broadcast rights), interest income, noncash trade and barter expenses, nonrecurring expenses (including time brokerage agreement fees), network compensation payment received or receivable and corporate management fees, less payments for broadcast rights, noncash trade and barter revenue and network compensation revenue. These option agreements are freely exercisable or assignable by Nexstar without consent or approval by the owner of Mission.

As a result of the service arrangements, the debt guarantees and the option agreements with Mission, Nexstar is deemed to have a controlling financial interest in Mission under accounting principles generally accepted in the United States while complying with the FCC’s rules regarding ownership limits in television markets. As a result of this controlling financial interest in Mission under accounting principles generally accepted in the United States, Nexstar consolidates the financial position, results of operations and cash flows of Mission with Nexstar as if Mission were a wholly-owned entity of Nexstar in order to provide a more meaningful presentation of Nexstar’s performance. Because Mission has a net asset deficit and because there is no binding obligation on the owner of Mission to make capital contributions to cover the deficit, Nexstar recognizes 100% of Mission’s losses.

All intercompany accounts, balances and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to current year presentation, which resulted in no changes to reported results from operations. Unless otherwise noted, all dollars are in thousands.

F-32

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and use assumptions that affect the reported amounts of assets and liabilities and the disclosure for contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant estimates made by management include those relating to the allowance for doubtful accounts, the recoverability of broadcast program rights and the useful lives of intangible assets. Actual results may vary from estimates used.

Cash and Cash Equivalents

The Company considers all highly liquid investments in debt securities purchased with an original maturity of ninety days or less to be cash equivalents.

Concentration of Credit Risk

Financial instruments which potentially expose the Company to a concentration of credit risk consist principally of cash investments and accounts receivable. The Company invests primarily in high quality debt securities with original maturities of ninety days or less. Accordingly, these investments are subject to minimal credit and market risk. The Company maintained cash in excess of federally insured deposits at financial institutions on December 31, 2002 and 2001. The Company does not believe that such deposits are subject to any unusual credit risk beyond the normal credit risk associated with operating its business. A significant portion of the Company’s accounts receivable is due from local and national advertising agencies. Such accounts are generally unsecured. The Company has not experienced significant losses related to receivables from individual customers or by geographical area. Additionally, the Company maintains reserves for potential credit losses.

Revenue Recognition

Advertising revenue, which includes network compensation, is recognized in the period during which the time spots are aired. Revenue from other sources, which may include income from production and other similar activities from time to time, is recognized in the period during which the goods or services are provided.

Trade Transactions

The Company trades certain advertising time for various goods and services. These transactions are recorded at the estimated fair value of the goods or services received. Revenue from trade transactions is recognized when advertisements are broadcast and services or merchandise received are charged to expense or capitalized when received or used. The Company recorded $3.8 million, $2.7 million and $1.8 million of trade revenue for the years ended December 31, 2002, 2001 and 2000, respectively.

Cash and Barter Broadcast Rights and Broadcast Rights Payable

Broadcast rights, primarily in the form of syndicated programs and feature film packages, are initially recorded at the amount paid or payable to program suppliers for the limited right to broadcast the suppliers’ programming and are recorded when the following criteria are met: 1) the cost of each program is known or reasonably determinable, 2) the license period must have begun, 3) the program material has been accepted in accordance with the license agreement, and 4) when the programming is available for use. Broadcast rights are stated at the lower of unamortized cost or net realizable value. Amortization is computed using the straight-line method based on the license period or usage, whichever yields the greater expense. The current portion of broadcast rights represents those rights available for broadcast which will be amortized in the succeeding year.

F-33

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Property and Equipment

Property and equipment is stated at cost or estimated fair value for purchase business combinations and trade transactions at the date of acquisition. Major renewals and betterments are capitalized and ordinary repairs and maintenance are charged to expense in the period incurred. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets ranging from 5 to 39 years.

Intangible Assets

Intangible assets include FCC licenses, network affiliations agreements, and goodwill. On January 1, 2002, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”). SFAS No. 142 requires companies to cease amortizing certain intangible assets including goodwill and FCC licenses. The amortization of existing goodwill and FCC licenses resulting from acquisitions completed prior to July 1, 2001 ceased on January 1, 2002. Any goodwill and FCC licenses resulting from acquisitions completed after June 30, 2001 were not and will not be amortized. SFAS No. 142 established a new method of testing goodwill and FCC licenses for impairment on an annual basis or on an interim basis if an event occurs or circumstances change which would reduce the fair value of a reporting unit below its carrying value.

SFAS No. 142 requires that goodwill be tested for impairment using a two-step process. The first step is to identify a potential impairment by comparing the fair value of a station with its carrying amount and, in transition, this step must be measured as of the beginning of the fiscal year. However, a company has six months from the date of adoption to complete the first step. The second step of the goodwill impairment test measures the amount of the impairment loss (measured as of the beginning of the year of adoption), if any, and must be completed by the end of the Company’s fiscal year. The Company completed the first step of the impairment test during the quarter ended June 30, 2002 using the discounted cash flow method to estimate the fair value of each of the Nexstar and Mission stations. The valuation assumptions used in the discounted cash flow model reflected anticipated future operating results and cash flows based on its business plans. As a result of this test, the Company identified three stations that required additional testing for impairment of goodwill. The second step of this process resulted in an impairment loss of $27.4 million, net of tax effect, which has been accounted for as a cumulative effect of change in accounting principle in the first quarter of 2002. During the year ended December 31, 2001, the Company incurred goodwill amortization expense of $2.8 million.

FCC licenses were tested for impairment using a one-step process, which compares the fair value to the carrying amount of the asset on a station-by-station basis as of January 1, 2002. The fair value of each station was determined using the discounted cash flow valuation method that excludes network compensation payments, assuming a hypothetical start-up whose only asset is the FCC license. The test resulted in no impairment being identified.

F-34

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

The following table presents certain financial information assuming that amortization expense associated with goodwill and FCC licenses was excluded for all periods presented:

	Year ended December 31,
	2002			2001			2000
	(dollars in thousands)
Net loss	$	(52,304	)	$	(40,623	)	$	(3,218	)
Add:
Goodwill amortization, net of tax		—			2,802			2,168
Indefinite-lived intangible asset amortization, net of tax		—			5,162			3,068

Net income (loss)—as adjusted	$	(52,304	)	$	(32,659	)	$	2,018

The Company tests the impairment of its goodwill annually or whenever events or changes in circumstances indicate that goodwill might be impaired. The first step of the goodwill impairment test compares the fair value of a station with its carrying amount, including goodwill. The fair value of a station is determined through the use of a discounted cash flow analysis. If the fair value of the station exceeds its carrying amount, goodwill is not considered impaired. If the carrying amount of the station exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by performing an assumed purchase price allocation using the station’s fair value (as determined in the first step) as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess.

Long-Lived Assets

Debt Financing Costs

Debt financing costs represent direct costs incurred to obtain long-term financing and are amortized to interest expense over the term of the underlying debt utilizing the effective interest method.

Derivatives and Hedging Activities

The Company uses derivative financial instruments to reduce its cash flow exposure to fluctuations in interest rates on its variable rate debt or to hedge fair value changes attributable to changes in the benchmark interest rate on its fixed rate debt. All derivatives are recognized on the balance sheet at their fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. The gains and losses on derivative instruments that are reported in other comprehensive income are reclassified into earnings in the periods in which earnings are affected by movements in the variable rates on the debt agreements. The Company assesses, both at inception and on an ongoing basis, whether the derivatives that

F-35

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

are used in hedging transactions are highly effective in offsetting the changes in cash flows or fair value of hedged items. No components of derivative instruments’ gains or losses are excluded from the assessment of hedge effectiveness. The Company assesses hedge effectiveness on a quarterly basis and records the derivative gain or loss related to the ineffective portion of the derivative to current earnings. The ineffectiveness reported in current earnings during the year ended December 31, 2001 was immaterial. If the Company determines that the forecasted cash flows of the hedged item are no longer probable of occurring, the Company discontinues hedge accounting for the affected portion of the forecasted transaction, and any unrealized gain or loss on the derivative contract related to the affected portion of the forecasted transaction is recognized in current earnings.

The Company adopted SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”), as amended by SFAS No. 138, on January 1, 2001. At the time of adoption, the Company recorded approximately a $0.2 million liability to reflect the fair value of the interest rate swap agreements in effect at the time of adoption in which the Company paid a fixed rate and received a variable rate. The agreements were designated as a hedge of the variable cash flow exposure on the Company’s variable rate debt. Correspondingly, the Company recorded a cumulative-effect adjustment of approximately $0.2 million in accumulated other comprehensive loss in accordance with the transition provisions of SFAS No. 133. All of the $0.2 million recorded in accumulated other comprehensive loss was reclassified into earnings for the year ended December 31, 2001.

Comprehensive Income

SFAS No. 130, “Reporting Comprehensive Income” (“SFAS No. 130”), requires the display of comprehensive income or loss and its components as part of the Company’s full set of financial statements. Comprehensive income or loss is comprised of net income or loss and other comprehensive income or loss. Other comprehensive income or loss includes certain changes in equity that are excluded from net income, such as translation adjustments and unrealized holding gains and losses on available-for-sale marketable securities and certain derivative instruments, net of tax.

Prior to January 1, 2001, the Company did not have any transactions that qualified as comprehensive income or loss. Upon adoption of SFAS No. 133, on January 1, 2001, the Company recorded other comprehensive loss of $0.2 million to recognize the fair value of all derivatives that were designated as cash flow hedging instruments of the Company’s variable rate debt. As of December 31, 2001, the cumulative net unrealized losses recorded in other comprehensive loss were $3.7 million. As of December 31, 2002, there were no cumulative net unrealized losses recorded in other comprehensive loss, due to the expiration of the related derivatives during 2002.

Advertising Expense

The cost of advertising is expensed as incurred. The Company incurred advertising costs in the amount of $1.1 million, $0.8 million and $1.4 million for the years ended December 31, 2002, 2001 and 2000, respectively.

Financial Instruments

The carrying amount of cash and cash equivalents, accounts receivable, broadcast rights payable, accounts payable and accrued expenses approximates fair value due to their short-term nature. The fair value of derivative financial instruments is obtained from financial institution quotes. The interest rates on the Company’s term loan and revolving credit facilities are adjusted regularly to reflect current market rates. Accordingly, the carrying amount of the Company’s term loan and revolving credit facilities approximates fair value. See Note 8 for the fair value of fixed rate debt.

F-36

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Earnings per Unit

The numerator used in the calculation of both basic and diluted earnings per unit for each respective year reflects loss less accretion of preferred interest of $7.7 million in 2002.

Accounting for Income Taxes

Nexstar is an L.L.C. that is treated as a partnership for income tax purposes. No provision for income taxes is required by Nexstar as its income and expenses are taxable to or deductible by its members. Mission and the wholly-owned corporate subsidiaries of Nexstar are subject to income taxes and account for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities.

Unaudited Pro Forma Income Tax Provision

The unaudited pro forma provision for income taxes reflects income tax expenses for each of the three years in the period ended December 31, 2002 as if Nexstar had been taxed as a C corporation on a stand-alone company basis. The pro forma provision for income taxes has been calculated using an effective tax rate of 40 percent on taxable income primarily arising from interest income associated with intercompany loans.

Recently Issued Accounting Pronouncements

In April 2002, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections” (“SFAS No. 145”), which is effective for fiscal years beginning after May 15, 2002. SFAS No. 145 rescinds SFAS No. 4 and SFAS No. 64, which addressed the accounting for gains and losses from extinguishment of debt. SFAS No. 145 amends SFAS No. 13 and requires that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions. SFAS No. 145 also makes technical corrections to certain existing pronouncements that are not substantive in nature. Nexstar adopted SFAS No. 145 effective for the year ended December 31, 2002 and as a result has reclassified $1.4 million of extraordinary loss from refinancing of credit facilities to interest expense for the year ended December 31, 2001.

In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS No. 146”). This statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullified Emerging Issues Task Force (“EITF”) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)” (“EITF 94-3”). SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. EITF 94-3 allowed for an exit cost liability to be recognized at the date of an entity’s commitment to an exit plan. SFAS No. 146 also requires that liabilities recorded in connection with exit plans be initially measured at fair value. The provisions of SFAS No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with early adoption encouraged. The Company does not expect that the adoption of SFAS No. 146 will have a material impact on the consolidated financial position or results of operations.

F-37

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51” (“FIN 46”). This interpretation clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective for variable interest entities created after January 31, 2003. The Company is currently assessing the impact of the application of FIN 46 on the consolidated financial position and results of operations.

3. Acquisitions

During 2002, 2001, and 2000, the Company made the acquisitions set forth below, each of which has been accounted for under the purchase method and, accordingly, the purchase price was allocated to assets acquired and liabilities assumed based on their estimated fair value on the acquisition date. The consolidated financial statements include the operating results of each business from the date of acquisition.

KODE

On December 31, 2001, Mission entered into a TBA with GOCOM Broadcasting of Joplin, L.L.C. (“GOCOM”) and simultaneously entered into a purchase and sale agreement to acquire certain of the assets of KODE for $14.0 million. Pursuant to terms of the agreement, Mission made a down payment of $6.0 million against the purchase price on December 31, 2001 and paid the remaining $8.0 million upon the consummation of the acquisition on September 30, 2002, exclusive of transaction costs. KODE is the ABC-affiliated television station in Joplin, Missouri. The acquisition has been accounted for under the purchase method and, accordingly, the purchase price was allocated to assets and liabilities, acquired based on their estimated fair value on the acquisition date. As a result of the TBA, effective December 31, 2001, the revenue and expenses associated with the operations of KODE (exclusive of depreciation and amortization expense) are included in the consolidated financial statements of the Company. The TBA was terminated upon the closing of the acquisition and the TBA fees were terminated upon such closing date. TBA fees in the amount of $0.3 million are included in the accompanying consolidated financial statements of the Company for the year ended December 31, 2002.

On April 1, 2002, Mission entered into a SSA with KSNF, a Nexstar-owned station in the Joplin, Missouri market, to provide services to KODE. As a result of the SSA with KSNF and the purchase of KODE, Mission was able to reduce overhead costs associated with operations at KODE. Based on the expectation of the cost reductions through the SSA, Mission purchased KODE for an amount which resulted in the recognition of $0.4 million of goodwill. Mission obtained third-party valuations of certain acquired intangible assets.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition of KODE.

	At September 30, 2002
	(dollars in millions)
Broadcast rights	$	0.9
Property and equipment		2.7
Intangible assets		10.9
Goodwill, including transaction costs		0.7

Total assets acquired		15.2
Less: broadcast rights payable		(0.9	)

Net assets acquired	$	14.3

F-38

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Of the $10.9 million of acquired intangible assets, $4.3 million was assigned to FCC licenses that are not subject to amortization and $5.5 million was assigned to network affiliation agreements (useful life of 15 years). The remaining $1.1 million of acquired intangible assets have a useful life of approximately one year. Goodwill in the amount of $0.7 million will not be amortized and is expected to be deductible for tax purposes.

WCIA/WCFN and WMBD

On January 12, 2001, Nexstar acquired substantially all of the assets of WCIA/WCFN and WMBD from Midwest Television, Inc. (“Midwest”) for approximately $108.0 million, exclusive of transaction costs. Included in the purchase price was $0.5 million, which was paid directly to the owner of Midwest for the building that houses WCIA. The acquisition has been accounted for under the purchase method and, accordingly, the purchase price was allocated to assets acquired and liabilities assumed based on their estimated fair value on the acquisition date. The excess of the consideration paid over the estimated fair value of the tangible and identifiable intangible assets acquired approximated $36.6 million and is not being amortized. TBA fees in the amount of $2.25 million were paid to Midwest at the time of closing.

KTAL

On November 1, 2000, Nexstar acquired substantially all of the assets of KTAL from KCMC, Inc. for approximately $35.3 million, exclusive of transaction costs. The excess of the consideration paid over the estimated fair market value of the tangible net assets and identifiable intangible assets approximated $4.3 million and is not being amortized.

KMID

On September 21, 2000, Nexstar acquired substantially all the assets of KMID from a subsidiary of GOCOM Holdings, L.L.C. for approximately $10.0 million, exclusive of transaction costs. The consideration paid approximated the estimated fair market value of the tangible net assets and identifiable intangible assets acquired. As such, no goodwill has been recorded.

The selected unaudited pro forma consolidated information for the years ended December 31, 2002, 2001 and 2000, determined as if the acquisitions described above occurred on January 1 of each year, would have resulted in the following:

	Year ended December 31, 2002						Year ended December 31, 2001 ⁽¹⁾						Year ended December 31, 2000
	As reported			Pro forma			As reported			Pro forma			As reported			Pro forma
Net broadcast revenue (excluding trade and barter)	$	123,137		$	123,137		$	99,054		$	103,937		$	107,085		$	114,262
Total net revenue		133,839			133,839			110,729			116,090			117,467			124,743
Income (loss) from operations		21,438			19,674			60			(387	)		18,570			19,207
Net loss	$	(52,304	)	$	(54,388	)	$	(40,623	)	$	(41,780	)	$	(3,218	)	$	(9,191	)

(1)

The December 31, 2001 pro forma amounts do not include the results of Midwest for the twelve days prior to acquisition on January 12, 2001. Amounts deemed de minimus.

This unaudited pro forma information is presented for illustrative purposes only and is not necessarily indicative of results of operations in future periods or results that would have been achieved had the Company and the acquired companies been combined during the specified periods.

F-39

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

4. Time Brokerage and Outsourcing Agreements

In 2002, 2001 and 2000, the Company had the following arrangements:

KODE

On December 31, 2001, Mission entered into a TBA with GOCOM. The revenue and expenses associated with the operations of KODE (exclusive of depreciation and amortization expense) are included in the consolidated financial statements of the Company. The TBA was terminated upon the closing of the acquisition and nonrecurring TBA fees in the amount of $0.3 million are included in the consolidated financial statements of Nexstar.

WYZZ

Effective December 1, 2001, Nexstar entered into an outsourcing agreement with a subsidiary of Sinclair Broadcast Group, Inc. to provide certain engineering, production, sales and administrative services for WYZZ, a Fox affiliate in Peoria, IL. The parties share the combined broadcast cash flow generated by WYZZ and WMBD. The agreement is noncancelable until May 2003 and expires in December 2008.

KMID

In 2000, Nexstar entered into a TBA with a subsidiary of GOCOM Holdings, L.L.C. to program KMID. Under the TBA, Nexstar paid fees to the previous owner until the acquisition was completed. Fees of $0.06 million were paid during the TBA period.

5. Related Party Transactions

Guarantee—Chief Executive Officer

Pursuant to a continuing guarantee agreement dated June 16, 2001 with Nexstar’s primary lender, Nexstar guarantees a $3.0 million nonrevolving line of credit to its President and Chief Executive Officer to enable him, among other things, to purchase equity units of Nexstar. The line of credit is full-recourse to the officer. However, if the officer does not repay some or all of the loan, Nexstar may be required to pay up to a maximum potential amount of $3.0 million. The full amount has been drawn against the line of credit and is due on December 31, 2004.

Management Services Agreement

Nexstar paid management and consulting fees to ABRY Partners LLC (“ABRY”). For the year ended December 31, 2000, Nexstar incurred $0.3 million of management and consulting fees which are included in selling, general and administrative expenses. Effective December 31, 2000, ABRY terminated its management services agreement with Nexstar.

Bridge Loan

Nexstar received a bridge loan by one of the ABRY partnerships in conjunction with Nexstar’s acquisition of WROC in 1999. The principal amount of $14.5 million and accrued interest thereon was due on May 31, 2000. The outstanding amount was paid in full on May 12, 2000. Interest accrued annually at a rate of 9.0%. The Company recorded $0.5 million of interest expense for the year ended December 31, 2000.

F-40

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Minority Interest Preferred Dividend

On January 12, 2001, an ABRY-related party purchased preferred interests in Nexstar Finance Holdings II, L.L.C., a wholly-owned subsidiary of Nexstar, for a total consideration of $50.0 million. The preferred units were subsequently redeemed for the original purchase price on May 17, 2001 and August 7, 2001. In connection with the redemption, an accrued dividend of $2.4 million was paid to the ABRY-related entity. The dividend is reflected in the statement of operations as a minority interest preferred dividend.

6. Property and Equipment

	Estimated useful life (years)	December 31,
	Estimated useful life (years)	2002			2001
Buildings and building improvements	39	$	16,819		$	15,841
Land and land improvements	N/A and 39		2,750			2,738
Leasehold improvements	term of lease		1,424			1,523
Studio equipment	5-7		41,140			33,181
Transmission equipment	5-15		27,326			27,800
Office equipment and furniture	5-7		6,598			5,122
Vehicles	5		4,778			4,241
Construction in progress	N/A		357			724

			101,192			91,170
Less: accumulated depreciation			(46,580	)		(33,787	)

Property and equipment, net of accumulated depreciation		$	54,612		$	57,383

7. Intangible Assets and Goodwill

	Estimated useful life (years)	December 31,
	Estimated useful life (years)	2002			2001
Network affiliation agreements	15	$	177,509		$	171,957
FCC licenses	indefinite		81,468			77,113
Debt financing costs	term of debt		17,897			17,488
Other intangible assets	1-15		12,122			11,154

			288,996			277,712
Less: accumulated amortization			(68,009	)		(51,896	)

Intangible assets, net of accumulated amortization			220,987			225,816
Goodwill	indefinite		60,708			87,464

Intangible assets and goodwill		$	281,695		$	313,280

F-41

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Total amortization expense for definite-lived intangible assets (excluding debt financing costs) for the years ended December 31, 2002 and 2001 was $13.4 million and $13.2 million, respectively. The estimated useful life of network affiliations contemplates renewals of the underlying agreements based on the Company’s historical ability to renew such agreements without significant cost or modifications to the conditions from which the value of the affiliation was derived. These renewals can result in estimated useful lives of individual affiliations ranging from 12 to 20 years. Management has determined that 15 years is a reasonable estimate within the range of such estimated useful lives. The carrying value of indefinite-lived intangible assets excluding goodwill, at December 31, 2002 and 2001 was $68.6 million and $64.3 million, respectively. The use of an indefinite life for FCC licenses contemplates the Company’s historical ability to renew their licenses, that such renewals generally may be obtained indefinitely and at little cost, and that the technology used in broadcasting is not expected to be replaced in the foreseeable future. Therefore, cash flows derived from the FCC licenses are expected to continue indefinitely. The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangibles, including debt financing costs, recorded on its books as of December 31, 2002:

Year ending December 31,
2003	$	15,849
2004		15,308
2005		14,860
2006		14,856
2007		13,124

The change in the carrying amount of goodwill for the year ended December 31, 2002 is as follows:

Balance as of January 1, 2002	$	87,464
Acquisition		663
Less: impairment of goodwill		(27,419	)

Balance as of December 31, 2002	$	60,708

8. Debt

Long-term debt consists of the following:

	December 31,
	2002			2001
Term loans	$	81,513		$	82,000
Revolving credit facility		55,143			46,143
12% Senior subordinated notes due 2008 (net of discount of $5,238 and $5,903 at December 31, 2002 and 2001, respectively)		154,762			154,097
16% Senior discount notes due 2009 (net of discount of $12,481 and $16,186 at December 31, 2002 and 2001, respectively)		24,507			20,802
SFAS No. 133 hedge accounting adjustment		4,092			1,590

		320,017			304,632
Less: current portion		(2,567	)		(488	)

	$	317,450		$	304,144

F-42

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Nexstar Senior Secured Credit Facilities

On January 12, 2001, Nexstar Finance entered into a credit agreement (the “Nexstar Credit Facilities”) with a group of commercial banks. The terms of the credit agreement provided for a revolving credit facility (the “Nexstar Revolver”) in the amount of $122.0 million and a term loan facility (the “Nexstar Term Loan”) in the amount of $110.0 million. The Nexstar Revolver was subsequently reduced to $72.0 million after the issuance of the Senior Subordinated Notes discussed below. The Nexstar Credit Facilities were subsequently amended on June 14, 2001 to allow for a $50.0 million Term A facility, a $75.0 million Term B facility and a $57.0 million revolving facility. On November 14, 2001, the Nexstar Credit Facilities were amended to adjust certain financial covenants effective for the period ended September 30, 2001 and future periods because Nexstar was not in compliance with the consolidated total leverage ratio as of September 30, 2001, due in large part to the negative impact on advertising revenues resulting from the events of September 11, 2001 and Nexstar anticipated noncompliance in future periods. The amendment also reduced the Nexstar Revolver to $42.0 million. Prepayments were made under the Term A facility, which effectively reduced the commitment to $32.0 million. On June 5, 2002, the Nexstar Credit Facilities were amended again to allow Nexstar to undertake the reorganization and other transactions related to the proposed initial public offering by Nexstar Broadcasting Group, Inc., including the redemption of the preferred membership interests of Nexstar. Interest rates associated with the Nexstar Revolver and Nexstar Term Loan are based, at the option of Nexstar, on the prevailing prime rate plus an applicable margin or the LIBOR rate plus an applicable margin, as defined (ranging from 4.42% to 5.05% at December 31, 2002). Interest is fixed for a period ranging from one month to 12 months, depending on availability of the interest basis selected, except if Nexstar selects a prime-based loan, in which case the interest rate will fluctuate during the period as the prime rate fluctuates. Interest is payable periodically based on the type of interest rate selected. In addition, Nexstar is required to pay quarterly commitment fees based on the Company’s leverage ratio for that particular quarter on the unused portion of the Nexstar Revolver loan commitment. The Nexstar Term Loan is subject to scheduled mandatory repayments and the Nexstar Revolver is subject to scheduled mandatory reductions commencing in 2003.

Prior to the refinancing described in Note 15, the Nexstar revolving and Term A facilities matured on January 12, 2007. The Term B facility matured on July 12, 2007. Any excess amount outstanding at the time of a mandatory reduction was payable at that time. The borrowings under the Nexstar Credit Facilities are guaranteed, jointly and severally, by Nexstar Finance and Mission, and by each existing and subsequently acquired or organized subsidiary of Nexstar Finance.

Mission Senior Secured Credit Facility

On January 12, 2001, Mission entered into a credit agreement (the “Mission Credit Facility”) with a group of commercial banks. The terms provided for the banks to make revolving loans to Mission not to exceed an aggregate commitment of $43.0 million. On November 14, 2001, the credit facility was amended to increase the revolving facility to $58.0 million. The Mission Credit Facility was amended again on September 30, 2002 in order to permit the merger of Bastet Broadcasting, Inc. and Mission Broadcasting of Joplin, Inc. into Mission. Nexstar Finance has entered into a guarantor agreement, whereby Nexstar Finance guarantees full payment of any obligations outstanding in the event of Mission’s default. Interest rates associated with the Mission Credit Facility are based, at the option of Mission, on the prevailing prime rate plus an applicable margin or the LIBOR rate plus an applicable margin, as defined (4.92% at December 31, 2002). Interest is fixed for a period ranging from one month to 12 months, depending on availability of the interest basis selected, except if Mission selects a prime-based loan, in which case the interest rate will fluctuate during the period as the prime rate fluctuates. Interest is payable periodically based on the type of interest rate selected. In addition, Mission is required to pay quarterly commitment fees based on the Company’s leverage ratio for that particular quarter on the unused portion of the Mission Credit Facility loan commitment. Prior to the refinancing described in Note 15, the

F-43

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Mission Credit Facility was due and payable on the maturity date, January 12, 2007. Any excess amount outstanding at the time of a mandatory reduction was payable at that time.

Based on borrowing rates currently available to the Company for bank loans with similar terms and average maturities, the fair value of the Company’s credit facilities approximates carrying value.

Senior Subordinated Notes

On March 16, 2001, Nexstar Finance issued $160.0 million of 12.0% senior subordinated notes (the “Notes”) at a price of 96.012%. The Notes mature on April 1, 2008. Interest is payable every six months in arrears on April 1 and October 1. The Notes are guaranteed by all of the domestic existing and future restricted subsidiaries of Nexstar Finance and by Mission. They are general unsecured senior subordinated obligations subordinated to all of the Company’s senior secured debt. The Notes are redeemable on or after April 1, 2005, at declining premiums, and Nexstar Finance may redeem, at a premium, up to 35.0% of the aggregate principal amount of the Notes before April 1, 2004 with the net cash proceeds from qualified equity offerings. The Notes are not redeemable by either the issuer or the noteholder between April 1, 2004 and March 31, 2005. The proceeds of the offering were used to partially refinance existing indebtedness of the Company and fund working capital needs.

Senior Discount Notes

On May 17, 2001, Nexstar Finance Holdings, L.L.C. (“Nexstar Holdings”), a wholly-owned indirect, subsidiary of Nexstar, issued approximately $37.0 million principal amount at maturity of senior discount notes (the “Discount Notes”) at a price of 54.0373%. The Discount Notes mature on May 15, 2009. Each Discount Note will have an accreted value of $1,000 at maturity. The Discount Notes will not begin to accrue cash interest until May 15, 2005 with payments to be made every six months in arrears on May 15 and November 15. They are general unsecured senior obligations effectively subordinated to all of the Company’s senior secured debt and are structurally subordinated to the Notes described above. In connection with the issuance of the Discount Notes, Nexstar issued 43,183 Series D-1 membership interests with an aggregate relative fair value of $1.3 million which has been recorded as an additional discount to the initial carrying value of the Discount Notes. The fair value of the Series D-1 membership interests is the amount that would be distributed if the Company were liquidated on the date the units were issued based on the fair value of the Company on that date. The discount on the Discount Notes is amortized to interest expense over the term of the Discount Notes.

Registration

In January 2002 and September 2001, the Discount Notes and the Notes, respectively, were registered under the Securities Act of 1933 pursuant to a registration rights agreement.

Fair Value

The fair value of the Nexstar’s fixed rate debt is estimated based on quoted market prices for the same or similar issue, or on the current rates offered to the Nexstar for debt of the same remaining maturities. The carrying amounts and fair value of fixed rate debt were as follows:

	December 31,		December 31
	2002		2001
Carrying amount	$	179,269	$	174,899
Fair value		200,911		182,402

F-44

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

The scheduled maturities of the Company’s debt (undiscounted), at December 31, 2002, are summarized as follows:

2003	$	2,567
2004		3,845
2005		5,337
2006		6,402
2007		118,505
Thereafter		196,988

	$	333,644

Debt Covenants

The bank debt agreements, the Notes and Discount Notes contain covenants which require the Company to comply with certain financial ratios, capital expenditure limits, payments for film rights limits and other restrictions. Covenants relating to the bank debt agreement are formally calculated quarterly and are prepared on a consolidated basis. The Company was in compliance with all covenants at December 31, 2002, 2001 and 2000.

Debt Financing Costs

In conjunction with the refinancing of the credit facilities in January 2001, the Company expensed $1.4 million related to certain debt financing costs. The amount, net of tax benefit, has been included in interest expense pursuant to the adoption of SFAS No. 145.

Interest Rate Swap Agreements

At December 31, 2002, the Company had in effect an interest rate swap agreement to pay a fixed and a receive variable interest rate as required by its credit facility agreements, with notional amounts of $93.3 million. The $93.3 million notional swap, while economically being used to hedge the variability of cash flows on a portion of the Company’s variable rate debt, does not qualify for SFAS No. 133 hedge accounting and, thus, is being recorded on the balance sheet at fair value with changes in fair value each period reported in other income and expense. The differential to be paid or received on the swaps is accrued as an adjustment to interest expense. The net fair value of the interest rate swap agreement representing the cash the Company would pay to settle the agreements was approximately $5.6 million and $3.2 million at December 31, 2002 and 2001, respectively.

In August 2002, the Company terminated a $60.0 million notional interest rate swap contract to receive a fixed rate of 12.0% and pay a LIBOR-based variable rate of interest. The interest rate swap contract had been designed as a fair value hedge of the benchmark interest rate in Nexstar Finance’s $160.0 million, 12% senior subordinated notes, which resulted in an adjustment to the notes of $4.3 million pursuant to the requirements of SFAS No. 133. The adjustment to the notes is being amortized as an adjustment to interest expense over the period originally covered by the swap contract.

Unsecured Interim Loan

On January 12, 2001, Nexstar received an unsecured interim loan by its primary lender (the “interim loan”) in the amount of $40.0 million. The interest rate was 13.5% through April 12, 2001 at which time it increased to 14.0%. In conjunction with the offering of the Notes described above, $30.0 million of the interim loan was repaid. The remaining $10.0 million plus accrued interest was repaid with the proceeds from the Discount Notes described above.

F-45

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Note Payable

A three-year note payable for $4.5 million was issued by Nexstar as part of the consideration for the acquisition of KFDX, KBTV and KSNF from US Broadcast Group, LLC in 1998. The noninterest-bearing note required a final payment of $1.0 million on December 31, 2000. The unamortized discount was calculated using an interest rate of 7.5%, which approximated the Company’s incremental borrowing rate for similar debt at the time of acquisition.

9. Redeemable Preferred and Common Units and Members’ Interest

Nexstar has authorized the following classes of equity units: class A units (“A Units”), class B units (“B Units”), class C units (“C Units”), class D units (“D Units”), series AA preferred (“AA Preferred”) and series BB Preferred (“BB Preferred”) (collectively, the “Units”). Each class of Units represents a fractional part of the membership interests of Nexstar and has rights and obligations specified in Nexstar’s Fifth Amended and Restated L.L.C. Agreement (“L.L.C. Agreement”), dated November 14, 2001, and the Securities Purchase Agreement dated August 7, 2001. A Units, B Units, C Units and D Units are each divided into two subclasses.

Redeemable Preferred and Common Units

The AA Preferred and BB Preferred were issued in 2001 and represent interests with liquidation, dividend and return preferences. The BB Preferred have conversion rights described below and are entitled to a 15.0% annual return, compounded quarterly and payable only in the event of a distribution (as defined in the L.L.C. Agreement). The AA Preferred are mandatorily redeemable at the option of the holder at a redemption price equal to the sum of the capital value of the AA Preferred (as defined in the L.L.C. Agreement) plus a 15% annual return. Nexstar is required to redeem all or any portion of the AA Preferred units upon the earliest to occur of an initial public offering or July 31, 2010. The AA Preferred is being accreted, using the interest method, over the redemption period. Additionally, the AA Preferred are entitled to a redemption premium in the event a distribution (as defined in the L.L.C. Agreement) is made prior to the sixth anniversary of initial contribution.

The D-2 Units are redeemable at the option of the holder upon a change in control of Nexstar at a redemption price equal to the fair market value of the units.

Optional Conversion of Preferred Units

Holders of BB Preferred may convert all or any portion of their units, up to the maximum amount of $10.0 million, into the same number of AA Preferred, plus for each AA Preferred, they may receive D-2 Units pursuant to an allocation formula described in the L.L.C. Agreement. The conversion right was limited to a period commencing after December 31, 2001 and ending no later than November 15, 2002. The conversion right was also subject to the Company maintaining certain financial ratios during that period. On November 15, 2002, the conversion right was extended indefinitely and modified to be conditioned and solely effective upon the closing of a public offering pursuant to which all of the AA Preferred and BB Preferred are redeemed by the Company and certain other conditions described in the agreement. Additionally, at any time, holders of BB Preferred may convert all or any portion of their units into A-2 Units pursuant to a formula described in the L.L.C. Agreement.

Mandatory Conversion of Preferred Units

Eighteen months after the date of purchase, BB Preferred interestholders must convert their units into A-2 Units pursuant to a formula described in the L.L.C. Agreement.

F-46

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Voting

Nexstar may be dissolved upon the affirmative vote of a majority of the A unit owners and a majority of the AA Preferred unit owners. No owner of B Units, C Units or D Units will have the right to vote on any matter other than in certain cases any matter which adversely affects such units vis a vis the A Units. No owner of AA Preferred or BB Preferred will have the right to vote on matters relating to day-to-day operations of Nexstar.

Distributions

If and when a distribution occurs as per the terms of the L.L.C. Agreement, a preferred distribution of $36.7 million at December 31, 2002, which compounds annually at a rate of 15.0%, is payable to holders of A Units, B Units and D Units in order of their liquidation preference. Additionally, holders of AA Preferred and BB Preferred are entitled to a liquidation preference upon distribution, in accordance with the terms of the agreement, of $51.6 million and $17.7 million, respectively, at December 31, 2002.

Pursuant to the terms of the L.L.C. Agreement, in April 2000, April 2001 and March 2002, Nexstar distributed $0.04 million, $0.05 million and $1.4 million, respectively, to a member for income taxes associated with the member’s allocated portion of Nexstar’s taxable income. In March 2003, Nexstar distributed $1.5 million to a member for income taxes associated with the member’s allocated portion of Nexstar’s taxable income.

Liquidation

In the event of a liquidation, as defined in the L.L.C. Agreement, the holders of Units are entitled to distributions of preferred amounts and unreturned capital in the following general priority: AA Preferred; BB Preferred; A Units and D-2 Units, together; D-1 Units; B Units and C Units. Any remaining amounts will then be distributed to holders of A Units, B Units, C Units and D Units pursuant to a formula described in the L.L.C. Agreement.

Restricted Units

Pursuant to the terms of certain individual employment agreements, Nexstar has provided key employees with the opportunity to purchase equity units of Nexstar. In the event of employee termination, Nexstar retains the right to repurchase unvested units at the original purchase price. Units vest over five years. At December 31, 2002, 105,712 units of restricted equity are subject to the repurchase provision. Of this amount, 41,820 units are vested.

10. Income Taxes

The provision for income taxes charged to continuing operations was as follows at December 31:

	2002			2001			2000
Current tax (expense) benefit:
Federal	$	(139	)	$	743		$	(1,198	)
State		(486	)		(170	)		(634	)

		(625	)		573			(1,832	)


Deferred tax (expense) benefit:
Federal		(3,597	)		1,223			172
State		(956	)		436			(8	)

		(4,553	)		1,659			164

Net tax (expense) benefit	$	(5,178	)	$	2,232		$	(1,668	)

F-47

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

The provision for income taxes is different than the amount computed using the applicable statutory federal income tax rate for the years ended December 31 with the differences summarized below:

	2002			2001			2000
Tax benefit at statutory rates	$	6,897		$	14,151		$	543
Change in valuation allowance		(14,124	)		(16,113	)		(3,366	)
Income earned by a partnership not subject to corporate income tax		1,741			2,484			1,330
State and local taxes, net of federal benefit		1,136			2,061			154
Other, net		(828	)		(351	)		(329	)

Net tax (expense) benefit	$	(5,178	)	$	2,232		$	(1,668	)

The components of the net deferred tax liability are as follows at December 31:

	2002			2001			2000
Net operating loss carryforwards	$	39,903		$	31,150		$	16,073
Property and equipment		(3,777	)		(4,374	)		(6,729	)
Intangible assets		4,574			(2,002	)		(1,881	)
Interest expense		593			572			—
Unrealized derivative loss		2,100			1,492			—
Deferred derivative termination gain		1,616			—			—
Deferred revenue		751			—			—
Other		302			249			304
Valuation allowance		(54,601	)		(31,073	)		(13,404	)

Net deferred tax liability	$	(8,539	)	$	(3,986	)	$	(5,637	)

At December 31, 2001, the Company has federal and state net operating loss carryforwards available of approximately $95.9 million and $102.9 million, respectively, to reduce future taxable income. These net operating loss carryforwards begin to expire in 2008 if not utilized.

The Company has provided a valuation allowance for certain deferred tax assets. The allowance relates to the generation of net operating losses and other deferred tax assets of certain corporate subsidiaries, the benefit of which may not be realized. In addition, in 2002, the Company has determined that certain deferred tax assets recorded on one subsidiary may not be realized. As a result, the Company increased the valuation allowance by $2,630 in 2002.

Prior to January 1, 2002, the Company recorded deferred tax liabilities relating to the difference in the book basis of goodwill and intangibles. The reversals of those deferred tax liabilities were utilized to support the recognition of deferred tax assets (primarily consisting of net operating loss carryforwards) recorded by the Company. As a result of the adoption of SFAS No. 142, those deferred tax liabilities will no longer reverse on a scheduled basis and can no longer be utilized to support the realization of deferred tax assets. Accordingly, during the year ended December 31, 2002, the Company recorded a net non-cash charge of $3,443 as part of its provision for income taxes to establish a valuation allowance against its deferred tax assets.

F-48

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

on the use of the net operating loss is approximately $0.4 million. The Company estimates the limitation on the net operating loss will not have a material adverse impact on the Company’s financial position or results of operation. No assurance can be given that an ownership change will not occur as a result of other transactions entered into by the Company, or by certain other parties over which the Company has no control. If a “change in ownership” for income tax purposes occurs, the Company’s ability to use “pre-change losses” could be postponed or reduced, possibly resulting in accelerated or additional tax payments which, with respect to tax periods beyond 2002, could have a material adverse impact on the Company’s financial position or results of operations.

11. Commitments and Contingencies

Broadcast Rights Commitments

Broadcast rights acquired for cash and barter under license agreements are recorded as an asset and a corresponding liability at the inception of the license period. Future minimum payments arising from unavailable current and future broadcast license commitments outstanding are as follows at December 31, 2002:

2003	$	5,589
2004		4,240
2005		1,886
2006		282
Thereafter		26

Future minimum payments for unavailable cash broadcast rights	$	12,023

Unavailable broadcast rights commitments represent obligations to acquire cash and barter program rights for which the license period has not commenced and, accordingly, for which no asset or liability has been recorded.

Digital Conversion

FCC regulations required the Company to commence digital operations by May 1, 2002, in addition to continuing the Company’s analog operations, unless an extension of time was granted. The Company received extensions of time, through December 1, 2002, to begin digital operations at all of the stations except WCIA and WCFN, which met the May 1, 2002 deadline. Nexstar and Mission have received further extensions until July 7, 2003 for the seven Nexstar-owned stations and three Mission-owned stations, which did not meet the December 1, 2002 deadline. Our most recent estimate is that the digital conversion will require an average initial capital investment of $0.2 million per station for low-power transmission of a digital signal programming and an average additional capital expenditure of $0.7 million per station to modify the transmitter for full-power digital signal transmission. There were no expenditures for digital conversion during 2001 and $1.5 million during 2002. The Company has entered into a commitment for 2003 digital conversions of $2.0 million payable in 2003. The Company anticipates that digital conversion expenditures will be funded through available cash on hand and cash generated from operations.

Guarantor Arrangements

F-49

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees it has issued. The accounting requirements for the initial recognition of guarantees are applicable on a prospective basis for guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for all guarantees outstanding, regardless of when they were issued or modified, during the first quarter of fiscal 2003. The adoption of FIN No. 45 did not have a material effect on the accompanying consolidated financial statements. The following is a summary of the Company’s agreements that have been determined to be within the scope of FIN No. 45.

As permitted under Delaware law, the Company has agreements whereby the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was serving, at the Company’s request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, there exists a Director and Officer insurance policy that may limit the Company’s exposure and enable us to recover a portion of any future amounts paid. As a result of the insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is minimal. All of these indemnification agreements were grandfathered under the provisions of FIN No. 45 as they were in effect prior to December 31, 2002. Accordingly, there are no liabilities recorded for these agreements as of December 31, 2002.

When as part of an acquisition, the Company acquires all of the assets and liabilities or all of the stock of a company, the Company assumes the liability for certain events or occurrences that took place prior to the date of acquisition. The maximum potential amount of future payments that could be required to be made by the Company for such obligations is undeterminable at this time. All of these obligations were grandfathered under the provisions of FIN No. 45 as they were in effect prior to December 31, 2002. Accordingly, there are no liabilities recorded for these agreements as of December 31, 2002.

In connection with most of the Company’s acquisitions, the Company enters into local marketing agreements for specified periods of time, usually six months or less, whereby the Company indemnifies the owner and operator of the television station, their employees, agents and contractors from liability, claims, and damages arising from the activities of operating the television station. The maximum potential amount of future payments the Company could be required to make for such obligations is undeterminable at this time. The Company has not incurred significant costs to defend lawsuits or settle claims related to these indemnification agreements. All of these obligations were grandfathered under the provisions of FIN No. 45 as they were in effect prior to December 31, 2002. Accordingly, there are no liabilities recorded for these agreements as of December 31, 2002.

F-50

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Operating Leases

The Company leases office space, vehicles, antennae sites, studio and other operating equipment under noncancelable capital and operating lease arrangements expiring through 2007. Charges to operations for such leases aggregated $0.9 million, $0.6 million and $0.6 million for the years ended December 31, 2002, 2001 and 2000, respectively. Future minimum lease payments under these leases are as follows at December 31, 2002:

	Operating lease obligations
2003	$	920
2004		870
2005		656
2006		563
2007		557
Thereafter		6,115

	$	9,681

Litigation

From time to time, the Company is involved with claims that arise out of the normal course of business. In the opinion of management, the ultimate liability with respect to these claims will not have a material adverse effect on the Company’s financial condition or results of operations.

12. Employment Matters

As of December 31, 2002, some of Nexstar’s employees are covered by collective bargaining agreements. The Company believes that employee relations are satisfactory, and Nexstar has not experienced any work stoppages at any of its facilities. However, there can be no assurance that Nexstar’s collective bargaining agreements will be renewed in the future or that the Company will not experience a prolonged labor dispute, which could have a material adverse effect on Nexstar’s business, financial condition, or results of operations.

Nexstar has established retirement savings plans under Section 401(k) of the Internal Revenue Code (the “Plans”). The Plans cover substantially all employees of Nexstar and Mission who meet minimum age and service requirements, and allow participants to defer a portion of their annual compensation on a pre-tax basis. Contributions to the Plans may be made at the discretion of Nexstar and Mission. Through December 31, 2002, Nexstar had elected not to make such contributions, except where required to do so under the terms of specific union labor contracts. There were no mandatory amounts contributed pursuant to labor contracts for the years ended December 31, 2002 and 2001. A mandatory amount of $0.03 million was contributed pursuant to labor contracts for the year ended December 31, 2000.

F-51

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

13. Unaudited Quarterly Data:

	Quarter Ended
	March 31, 2002			June 30, 2002			September 30, 2002			December 31, 2002
Net revenue	$	28,322		$	31,521		$	31,690		$	42,306
Operating income		1,296			4,445			3,939			11,758
Net income (loss)		(34,624	)		(5,182	)		(6,445	)		(6,053	)
Basic and diluted loss per common unit
Net loss	$	(5.58	)	$	(0.84	)	$	(1.04	)	$	(0.97	)
Accretion of Series AA Preferred	$	(0.30	)	$	(0.30	)	$	(0.31	)	$	(0.33	)
Net loss attributable to common unitholders	$	(5.88	)	$	(1.14	)	$	(1.35	)	$	(1.30	)

	Quarter Ended
	March 31, 2001			June 30, 2001			September 30, 2001			December 31, 2001
Net revenue	$	25,605		$	28,045		$	24,862		$	32,217
Operating income (loss)		(1,777	)		1,477			(1,974	)		2,334
Net loss		(11,351	)		(11,003	)		(11,110	)		(7,159	)
Basic and diluted loss per common unit
Loss	$	(2.67	)	$	(2.52	)	$	(2.03	)	$	(1.16	)
Accretion of Series AA Preferred	$	—		$	—		$	(0.19	)	$	(0.28	)
Net loss attributable to common unit holders	$	(2.67	)	$	(2.52	)	$	(2.22	)	$	(1.44	)

14. Valuation and Qualifying Accounts

Allowance for Doubtful accounts	Balance at beginning of period		Charged to operations		Deductions			Balance at end of period
Year ended December 31, 2000	$	352	$	346	$	(283	)	$	415
Year ended December 31, 2001		415		438		(363	)		490
Year ended December 31, 2002		490		647		(477	)		660

15. Subsequent Events

On December 13, 2002, Mission entered into a purchase agreement and a local marketing agreement with a subsidiary of LIN Television Corporation, the current owner of KRBC and KACB, located in Abilene and San Angelo, Texas, pending the sale of the stations to Mission. The local marketing agreement commenced on January 1, 2003. Following FCC consent to the transaction, Mission will purchase substantially all of the assets of the stations for $10.0 million. Pursuant to the terms of the purchase and sale agreement, Mission made a down payment of $1.5 million against the purchase price in December 2002, which has been included in noncurrent assets as of December 31, 2002.

On December 30, 2002, Nexstar entered into a purchase agreement and local marketing agreements with two subsidiaries of Morris Multimedia, Inc., the current owner of KARK, Little Rock, Arkansas and WDHN, Dothan, Alabama. The local marketing agreements commenced on February 1, 2003. Following FCC consent to the transaction, Nexstar will complete the acquisition of the stations for total consideration of $91.5 million. Pursuant to the terms of the agreement, Nexstar made a down payment of $40.0 million against the purchase price on January 31, 2003.

F-52

NEXSTAR BROADCASTING GROUP, L.L.C.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

On February 13, 2003, Nexstar and Mission obtained new senior credit facilities. The facilities consist of $185.0 million in term loans (Nexstar—$130.0 million and Mission—$55.0 million) and $80.0 million in revolvers (Nexstar—$50.0 million and Mission—$30.0 million). The Company used the proceeds from the term loan to refinance its existing senior credit facilities, pay related debt financing costs and provide additional working capital. The term loans amortize at 1% annually in years 2004 through 2009, with the remaining 94% due in 2010. The outstanding principal amount on the revolving loans mature on December 31, 2009. As of March 27, 2003, Mission had drawn $1.6 million on its revolver and Nexstar had no borrowing outstanding under its revolver. The refinancing of the existing senior credit facilities resulted in the write-off of $5.8 million in debt financing costs during the first quarter of 2003.

On March 18, 2003, Nexstar Holdings entered into an agreement to issue $130.0 million principal amount at maturity of Senior Discount Notes (“New Discount Notes”) at a price of 57.442%. The New Discount Notes mature on April 1, 2013. Each New Discount Note will have an accreted value at maturity of $1,000. The New Discount Notes will not begin to accrue cash interest until April 1, 2008 with payments to be made every six months in arrears on April 1 and October 1. They are generally unsecured senior obligations effectively subordinated to all of Nexstar’s senior secured debt and are structurally subordinated to Nexstar’s Notes. The transaction closed on March 27, 2003.

F-53

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors of Nexstar Broadcasting Group, Inc.:

In our opinion, the accompanying balance sheet presents fairly, in all material respects, the financial position of Nexstar Broadcasting Group, Inc. (the “Company”) at September 30, 2003, in conformity with accounting principles generally accepted in the United States of America. This financial statement is the responsibility of the Company’s management; our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement in accordance with auditing standards generally accepted in the United States of America which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/ P RICEWATERHOUSE C OOPERS LLP

Boston, Massachusetts

November 14, 2003

F-54

NEXSTAR BROADCASTING GROUP, INC.

BALANCE SHEET

September 30, 2003

Assets
Investment in Series D-1 membership interests of Nexstar Broadcasting Group L.L.C, at cost	$	1,256,470

Total assets	$	1,256,470


Stockholders’ Equity
Stockholders’ equity:
Class A common stock: par value $.01 per share, 1 share authorized, issued and outstanding	$	—
Class B common stock: par value $.01 per share, 36,988 shares authorized, issued and outstanding		370
Additional paid-in capital		1,256,100

Total stockholders’ equity	$	1,256,470

The accompanying note is an integral part of this financial statement.

F-55

NEXSTAR BROADCASTING GROUP, INC.

NOTE TO FINANCIAL STATEMENT

1. Organization and Business Operations

Nexstar Broadcasting Group, Inc., a Delaware corporation, (formerly known as Nexstar Equity Corp.) was formed and capitalized on May 17, 2001 (the “Company”). The Company was formed for the purpose of holding membership interests issued by Nexstar Broadcasting Group, L.L.C. on behalf of purchasers of the discount notes described below. The Company was capitalized with $1,256,470 from the sale of the units described below, which was used to purchase 43,183 Series D-1 membership interests of Nexstar Broadcasting Group, L.L.C., which membership interests are the Company’s only assets. Prior to the initial public offering of the Company, the capitalization of the Company consists of 1 share of Class A Voting Common Stock, par value $0.01 per share, and 36,988 shares of Class B Non-Voting Common Stock, par value $0.01 per share (“Class B common stock”).

On May 17, 2001, Nexstar Finance Holdings, L.L.C., then a subsidiary of Nexstar Broadcasting Group, L.L.C., and the Company completed the sale of 36,988 units (the “units”). Each unit consisted of one 16% senior discount note due 2009 (“discount notes”), $1,000 principal amount at maturity, and one share of Class B common stock having an equivalent fair value of 1.17 Series D-l membership interests of Nexstar Broadcasting Group, L.L.C. The proceeds from the sale of the Class B common stock was used to purchase 43,183 Series D-l membership interests of Nexstar Broadcasting L.L.C.

Concurrent with the closing of the initial public offering of the Company, the Company will merge with Nexstar Broadcasting Group, L.L.C., with the Company being the surviving corporation. In addition, the certificate of incorporation of the Company will be amended to revise the capital structure of the Company to create three classes of common stock: Class A common stock, par value $0.01 per share, which is entitled to one vote per share, Class B common stock, par value $0.01 per share, which is entitled to ten votes per share for all matters subject to approval and/or vote by the Company’s shareholders and Class C common stock, par value $0.01 per share, which is not entitled to vote. At the time of the merger, each holder of non-preferred membership interests in Nexstar Broadcasting Group, L.L.C. will receive a percentage of the Company’s common stock based on a distribution calculated to reflect the Nexstar Broadcasting Group, L.L.C. member’s economic interest.

F-56

INDEPENDENT AUDITORS’ REPORT

The Board of Directors

Morris Multimedia, Inc.:

We have audited the accompanying combined balance sheet of United Broadcasting Corporation and subsidiary and Morris Network of Alabama, Inc. wholly owned subsidiaries of Morris Network, Inc., as of September 30, 2002 and the related combined statements of income, stockholder’s equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of United Broadcasting Corporation and subsidiary and Morris Network of Alabama, Inc., as of September 30, 2002 and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/ S / KPMG LLP

Jacksonville, Florida

March 17, 2003

F-57

UNITED BROADCASTING CORPORATION AND SUBSIDIARY

AND MORRIS NETWORK OF ALABAMA, INC.

COMBINED BALANCE SHEET

September 30, 2002

(in thousands)

Assets
Current assets:
Cash	$	32
Accounts receivable, less allowance for doubtful accounts of $119		3,304
Program rights		353
Deferred income taxes		69
Other current assets		108

Total current assets		3,866

Property and equipment, net		4,740
Program rights		300
Goodwill, net		18,462
FCC licenses and network affiliations, net		5,086

Total assets	$	32,454


Liabilities and Stockholder’s Equity
Current liabilities:
Payable to Parent	$	18,239
Current portion of program rights payable		378
Accrued salaries and wages		414
Accrued expenses and other		811

Total current liabilities		19,842

Program rights payable		300
Deferred revenue		506
Deferred compensation		913
Deferred income taxes		2,178

Total liabilities		23,739


Commitments and contingencies (notes 5, 7, 8, and 9)
Stockholder’s equity:
Common stock		10
Paid in capital		16
Retained earnings		8,689

Total stockholder’s equity		8,715

Total liabilities and stockholder’s equity	$	32,454

See accompanying notes to combined financial statements.

F-58

UNITED BROADCASTING CORPORATION AND SUBSIDIARY

AND MORRIS NETWORK OF ALABAMA, INC.

COMBINED STATEMENT OF INCOME

Year ended September 30, 2002

(in thousands)

Broadcast revenue	$	20,727
Barter revenue		834
Less commissions		(3,243	)

Net revenue		18,318

Costs and expenses of operations:
Direct operating expenses		4,653
Selling, general and administrative		4,909
Barter expense		834
Management fees		3,112
Depreciation		1,065
Amortization		953

Total costs and expenses of operations:		15,526

Earnings before income taxes		2,792

Income taxes:
Current		1,354
Deferred		11

		1,365

Net income	$	1,427

See accompanying notes to combined financial statements.

F-59

UNITED BROADCASTING CORPORATION AND SUBSIDIARY

AND MORRIS NETWORK OF ALABAMA, INC.

COMBINED STATEMENT OF STOCKHOLDER’S EQUITY

Year ended September 30, 2002

(in thousands)

	Common stock		Additional paid-in capital		Retained earnings		Total
September 30, 2001	$	10	$	16	$	7,262	$	7,288
Net income		—		—		1,427		1,427

September 30, 2002	$	10	$	16	$	8,689	$	8,715

See accompanying notes to combined financial statements.

F-60

UNITED BROADCASTING CORPORATION AND SUBSIDIARY

AND MORRIS NETWORK OF ALABAMA, INC.

COMBINED STATEMENT OF CASH FLOWS

Year ended September 30, 2002

(in thousands)

Operating activities:
Net income	$	1,427
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		1,065
Amortization		953
Provision for doubtful accounts		78
Loss on sale of property and equipment		79
Deferred income tax provision		11
Changes in operating assets and liabilities:
Accounts receivable		(418	)
Other current assets		(30	)
Accrued salaries and wages		98
Accrued expenses and other		611
Deferred revenue		339
Deferred compensation		100

Net cash provided by operating activities		4,313

Investing activities:
Purchases of property and equipment		(2,627	)
Proceeds from sale of property and equipment		3

Net cash used in investing activities		(2,624	)

Financing activities—
Payments to Parent, net		(1,673	)

Net increase in cash		16
Cash, beginning of period		16

Cash, end of period	$	32

Supplemental cash flow disclosures:
Cash paid:
Income taxes paid	$	1,354

See accompanying notes to combined financial statements.

F-61

UNITED BROADCASTING CORPORATION AND SUBSIDIARY

AND MORRIS NETWORK OF ALABAMA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

September 30, 2002

(amounts in thousands, except per share data)

(1) Summary of Significant Accounting Policies

(a) Description of Business

United Broadcasting Corporation (an Arkansas Corporation), KARK-TV, Inc. (an Arkansas Corporation) and Morris Network of Alabama, Inc. (an Alabama Corporation) (the Companies) operate broadcast television stations consisting of the VHF Channel 4 NBC affiliate in Little Rock-Pine Bluff, Arkansas and the UHF Channel 18 ABC affiliate in Dothan, Alabama. KARK-TV, Inc., is a wholly owned subsidiary of United Broadcasting Corporation. United Broadcasting Corporation and Morris Network of Alabama are wholly-owned subsidiaries of Morris Network, Inc., a wholly-owned subsidiary of Morris Multimedia, Inc. (Parent).

(b) Principles of Combination

The combined financial statements include all the accounts of the Companies. All significant intercompany balances and transactions have been eliminated in combination.

(c) Revenue Recognition

The Companies operate in the broadcast industry. Revenue is primarily generated from the sale of television advertising time. Advertising revenue is billed to the customer and recognized when the advertisement is aired.

(d) Trade and Barter Transactions

The Companies barter advertising time for certain program rights. These transactions are recorded at management’s estimate of the fair value of the advertising time exchanged, which approximates the fair value of the program material received. Revenue is recognized as the related spots are aired and the program contract rights are amortized based on the number of showings.

(e) Use of Estimates in the Preparation of Financial Statements

(f) Program Rights

Program rights represent amounts paid or payable, to program suppliers for the limited right to broadcast the supplier’s programming and are recorded when available for use. Program rights are stated at the lower of unamortized cost or net realizable value. The assets and liabilities arising from program rights are recorded at cost with amortization, which is based on the number of showings, primarily equaling payments.

F-62

UNITED BROADCASTING CORPORATION AND SUBSIDIARY

AND MORRIS NETWORK OF ALABAMA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

September 30, 2002

(amounts in thousands, except per share data)

(g) Property and Equipment

Property and equipment are recorded at cost. Depreciation and amortization are calculated using the straight-line method over the following estimated useful lives:

Buildings		40 years
Machinery and equipment		3 to 15 years
Furniture and fixtures		8 years
Leasehold improvements		Shorter of useful life or term of lease

(h) Impairment of Long-Lived Assets

Statement of Financial Accounting Standards (SFAS) No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of , requires that long-lived assets and certain identifiable intangibles of an entity be reviewed for impairment. If circumstances suggest that their values may be impaired, an assessment of recoverability is performed prior to any write-down of the assets. In performing the review for recoverability, the Companies estimate the future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the assets, an impairment loss is recognized. Otherwise, an impairment loss is not recognized. As of September 30, 2002, the Companies do not believe that any assets which are subject to SFAS No. 121 are impaired.

(i) Intangible Assets

Goodwill

Cost in excess of the fair value of net assets acquired has been recorded as goodwill and is being amortized on a straight-line basis over 40 years.

FCC Licenses and Network Affiliations

These assets represent the assigned value of FCC licenses and the affiliations between KARK-TV and NBC and WDHN-TV and ABC and are being amortized over 40 years.

(j) Income Taxes

Income taxes of the Companies are calculated on a separate company basis and are recorded under the asset and liability method in accordance with SFAS No. 109, Accounting for Income Taxes . The provision for income taxes includes federal and state taxes currently payable and deferred taxes arising from temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

(k) Concentration of Credit Risk

Financial instruments, which potentially subject the Companies to concentrations of credit risk, consist primarily of accounts and notes receivable. Concentrations of credit risk with respect to accounts and notes receivable are limited due to the Companies’ large number of customers operating in different industries

F-63

UNITED BROADCASTING CORPORATION AND SUBSIDIARY

AND MORRIS NETWORK OF ALABAMA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

September 30, 2002

(amounts in thousands, except per share data)

throughout the Companies’ markets in Arkansas and Alabama, as well as throughout the country for national advertising. The Companies extend credit to its customers based on an evaluation of each customer’s financial condition and credit history and generally do not require collateral for accounts receivable. Management records an allowance for doubtful accounts to provide for estimated possible losses.

At September 30, 2002 approximately 29.0% of KARK-TV, Inc.’s gross accounts receivable related to customers serving the automobile and light truck industry.

(l) Financial Instruments

Under SFAS No. 107, Fair Value Disclosures About Financial Instruments , the Companies are required to disclose the fair value of financial instruments, including off-balance sheet financial instruments, when fair value can be reasonably estimated. In the opinion of management, the carrying amounts of the Companies’ financial instruments, including cash, accounts receivable, accounts payable and due to Parent approximate fair values at September 30, 2002.

(m) Recent Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangibles , which requires, among other things, the discontinuance of goodwill amortization and includes provisions for reassessment of the useful lives of existing intangibles and the identification of reporting units for purposes of assessing future impairments of goodwill. SFAS No. 142 also requires the Companies to complete a two-step transitional goodwill impairment test, with the first step to be completed six months from the adoption date and the second completed no later than the end of the year of initial application. The Companies adopted SFAS No. 142 effective October 1, 2002. If the Companies had adopted SFAS No. 142 at the beginning of fiscal 2002, amortization in the accompanying combined statement of income would have been reduced by $953.

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets , which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. SFAS No. 144 requires companies to separately report discontinued operations and extends that reporting to a component of an entity that either has been disposed of or is classified as held for sale. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. The Companies are required to adopt SFAS No. 144 on October 1, 2002. The Companies do not expect adoption of this statement to have a material effect on the consolidated financial statements.

In November 2002, the FSAB issued interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (FIN 45). FIN 45 introduces new disclosure and liability recognition requirements for guarantees of debt that fall within its scope. The Companies have not yet determined the impact of FIN 45 on their financial position or results of operations.

F-64

UNITED BROADCASTING CORPORATION AND SUBSIDIARY

AND MORRIS NETWORK OF ALABAMA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

September 30, 2002

(amounts in thousands, except per share data)

(2) Property and Equipment

Property and equipment consists of the following as of September 30, 2002:

Land	$	349
Buildings and improvements		1,235
Machinery and equipment		9,316
Furniture and fixtures		525

		11,425
Less accumulated depreciation		6,685

Property and equipment, net	$	4,740

(3) Intangible Assets

Goodwill of $18,462 is net of accumulated amortization of $10,741 as of September 30, 2002. FCC licenses and network affiliations of $5,086 are net of accumulated amortization of $2,961 as of September 30, 2002.

(4) Income Taxes

Income tax expense for the year ended September 30, 2002 consists of:

U.S. Federal	$	1,133
State		232

	$	1,365

The Companies’ income tax expense differs from income taxes computed at statutory rates primarily as a result of amortization of intangibles, which is not deductible for federal income tax purposes. A reconciliation of the provision for income taxes compared with the amounts at the U.S. statutory tax rate follows for the year ended September 30, 2002:

Tax provision at U.S. statutory rate	34.0	%
Increase in income:
State income taxes, net of federal benefit	5.4
Nondeductible amortization	9.1
Other	0.4

Effective tax rate	48.9	%

F-65

UNITED BROADCASTING CORPORATION AND SUBSIDIARY

AND MORRIS NETWORK OF ALABAMA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

September 30, 2002

(amounts in thousands, except per share data)

Deferred income taxes for fiscal 2002 reflects the impact of temporary differences between the financial statement and tax bases of assets and liabilities. The tax effect of temporary differences that create deferred tax assets and liabilities as of September 30, 2002 are detailed below:

Deferred tax assets:
Allowance for doubtful accounts	$	45
Deferred compensation		390
Other, net		24

Total deferred tax assets		459


Deferred tax liabilities:
Tax over book depreciation	$	668
Tax over book amortization		910
Book basis in excess of tax basis for property and equipment arising from acquisitions		990

Total deferred tax liabilities		2,568

Net deferred tax liabilities	$	2,109

No valuation allowance has been recorded because the Companies believe the results of future operations will generate sufficient taxable income to realize the deferred tax assets.

(5) Commitments and Contingencies

(a) Operating Lease Commitments

The Companies lease certain real estate, machinery, and equipment under operating leases with various expiration dates. Rental expense under such agreements approximated $520 for the year ended September 30, 2002.

Minimum future lease payments under these operating leases at September 30, 2002 are as follows:

2003	$	518
2004		506
2005		501
2006		491
2007		492

	$	2,508

(b) Barter Commitments

The Companies have commitments consistent with levels in 2002 to exchange advertising time for certain programming rights through 2005.

F-66

UNITED BROADCASTING CORPORATION AND SUBSIDIARY

AND MORRIS NETWORK OF ALABAMA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

September 30, 2002

(amounts in thousands, except per share data)

(c) Guarantees

The Companies are guarantors of the Parent’s $45 million revolving credit facility and $40 million term note with seven banks, which have an aggregate outstanding balance of $44 million at September 30, 2002. In addition, 100% of the Companies outstanding common stock is pledged as security on these credit facilities.

(d) Legal Proceedings

In August 2002, KARK-TV, Inc. was named in a lawsuit brought by the former lessor (the Claimant) of a building occupied by the station under a sublease that expired during 2002. The claim alleges that KARK-TV is responsible for repairs, renovation, asbestos, and mold abatement expenses required under the “good condition” clause of the sublease for the space occupied. In addition, the Claimant alleges additional required repairs and maintenance in the leased space not occupied by the subsidiary. With the exception of certain facility improvements that KARK-TV has agreed to and has a $211 reserve to cover, KARK-TV denies responsibility for the other assertions of the Claimant, as the building was otherwise returned to the lessor under the “normal wear and tear” provisions of the sublease. The total alleged claim has not been asserted, but the amount claimed is over $600. Management believes the lawsuit is without merit and intends to vigorously contest it. Additionally, in the opinion of management, the outcome of this matter will not have a material adverse effect on the Companies’ financial position or results of operations.

The Companies are a party to various other claims and legal proceedings in the ordinary course of business. While it is not feasible to predict or determine the final outcome of these proceedings, management believes that the resolution of pending claims and legal proceedings will not have a material adverse effect on the Companies’ financial position or results of operations.

(6) Stockholder’s Equity

United Broadcasting Corporation has 100,000 shares of $0.01 par value common stock authorized and 1,000 shares issued and outstanding at September 30, 2002.

Morris Network of Alabama, Inc. has 1,000 shares of $10 par value common stock authorized, issued and outstanding at September 30, 2002.

(7) Benefit Plans

The Companies participate in a profit-sharing plan sponsored by their Parent. The plan provides for contributions based on their net income as defined in the plan document, but not to exceed 15% of compensation paid to their employees. The Companies’ profit sharing contributions for the plan year ended September 30, 2002 were $74.

An officer of Morris Network, Inc. has an unfunded deferred compensation plan. Liabilities under the plan are based on a percentage of operating profits of certain subsidiaries of Morris Network, Inc., including KARK, plus interest on the accumulated liability, and are payable upon the officer’s termination of employment. KARK recorded compensation expense related to the plan of $40 in fiscal 2002 and has recorded its portion of the liability, $913, in the accompanying balance sheet as of September 30, 2002.

F-67

UNITED BROADCASTING CORPORATION AND SUBSIDIARY

AND MORRIS NETWORK OF ALABAMA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

September 30, 2002

(amounts in thousands, except per share data)

(8) Related Party Transactions

The Parent provides certain management and accounting services as well as financing to the Companies, and the Companies are billed for management fees. The management fees are allocated to the Companies and other subsidiaries of Morris Multimedia, Inc. based on their relative proportion of overall revenues and estimated fair value of the entity, respectively. During the year ended September 30, 2002 the Companies recorded management fees of $3,112 charged by the Parent. In addition, at September 30, 2002, the Companies had advances payable to the Parent in the amount of $18,239.

(9) Subsequent Event

In December 2002, Morris Network, Inc. and the Companies entered into a stock purchase agreement to sell 100% of the stock of the Companies to Nexstar Broadcasting, L.L.C. (Nexstar) and Time Brokerage Agreements (TBA) that will permit Nexstar to operate and retain the cash flow of the Companies for a period of six months. Upon commencement of the TBA, Nexstar paid Morris Network $40,000. Upon completion of the time brokerage agreement and the receipt of FCC consent to transfer the licenses of the two stations, the Companies will complete the sale of the two stations to Nexstar and Nexstar will pay additional final consideration of $50,000, or a total purchase price of $90,000, subject to certain conditions.

F-68

UNITED BROADCASTING CORPORATION AND SUBSIDIARY

AND MORRIS NETWORK OF ALABAMA, INC.

COMBINED BALANCE SHEET

June 30, 2003 (unaudited)

(in thousands, except per share data)

Assets
Current Assets:
Cash	$	29
Program rights		193
Deferred income taxes		73
Due from Nexstar		137

Total current assets		432

Property and equipment, net		4,409
Program rights		210
Goodwill, net		18,462
FCC licenses and network affiliations, net		4,897

Total assets	$	28,410


Liabilities and Stockholder's Equity
Current liabilities:
Payable to Parent	$	14,635
Current portion of program rights payable		219
Accrued salaries and wages		137

Total current liabilities		14,991

Program rights payable		210
Deferred revenue		471
Deferred compensation		988
Deferred income taxes		2,145

Total liabilities		18,805


Commitments and contingencies
Stockholder’s equity:
Common stock		10
Paid in capital		16
Retained earnings		9,579

Total stockholder’s equity		9,605

Total liabilities and stockholder’s equity	$	28,410

See accompanying notes to combined financial statements.

F-69

UNITED BROADCASTING CORPORATION AND SUBSIDIARY

AND MORRIS NETWORK OF ALABAMA, INC.

COMBINED STATEMENT OF INCOME

Three and nine months ended June 30, 2003 (unaudited)

(in thousands, except per share data)

	For the three months ended			For the nine months ended
Broadcast revenue	$	—		$	7,819
Other revenue		1,660			2,810
Barter revenue		—			277
Less commissions		—			1,233

Net revenue		1,660			9,673

Cost and expenses of operations:
Direct operating expenses		984			3,409
Selling, general and administrative		608			2,576
Barter expense		—			277
Management fees		—			1,206
Depreciation		222			660

Total costs and expenses of operations		1,814			8,128

Earnings before income taxes		(154	)		1,545
Income taxes:
Current		(55	)		692
Deferred		—			(37	)

Net income	$	(99	)	$	890

See accompanying notes to combined financial statements.

F-70

UNITED BROADCASTING CORPORATION AND SUBSIDIARY

AND MORRIS NETWORK OF ALABAMA, INC.

COMBINED STATEMENT OF CASH FLOWS

Nine months ended June 30, 2003 (unaudited)

(in thousands, except per share data)

Operating activities:
Net income	$	890
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation		660
Deferred income tax benefit		(37	)
Changes in operating assets and liabilities:
Accounts receivable		289
Program rights		250
Due from Nexstar		(137	)
Other current assets		(7	)
FCC licenses and network affiliations		189
Program rights payable		(249	)
Accrued salaries and wages		(127	)
Accrued expenses and other		(360	)
Deferred revenue		(35	)
Deferred compensation		75

Net cash provided by operating activities		1,401

Investing activity:
Purchases of property and equipment		(329	)

Financing activity:
Payments to Parent, net		(1,075	)

Net decrease in cash		(3	)
Cash, beginning of period		32

Cash, end of period	$	29

Supplemental cash flow disclosures:
Cash paid:
Income taxes paid	$	757

Non-cash financing activity:
Transfer of working capital to parent in connection with Nexstar acquisition	$	2,462

See accompanying notes to combined financial statements.

F-71

UNITED BROADCASTING CORPORATION AND SUBSIDIARY

AND MORRIS NETWORK OF ALABAMA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS

June 30, 2003 (unaudited)

(amounts in thousands, except per share data)

(1) Basis of presentation

The accompanying unaudited combined financial statements of United Broadcasting Corporation (an Arkansas Corporation), KARK-TV, Inc. its wholly owed subsidiary, (an Arkansas Corporation) and Morris Network of Alabama, Inc. (an Alabama Corporation) (the Companies) have been prepared in accordance with accounting principles generally accepted in the United States of America. They do not include certain information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. Operating results for the quarter ended June 30, 2003, are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2003. United Broadcasting Corporation and Morris Network of Alabama, Inc. are wholly owned subsidiaries of Morris Network, Inc. a wholly owned subsidiary of Morris Multimedia, Inc.

These statements should be read in conjunction with the Companies’ audited combined financial statements and footnotes for the year ended September 30, 2002. The accounting policies used in preparing these combined financial statements are the same as those described in the audited combined financial statements, except for the adoption of the provisions of Statement of Financial Accounting Standards (SFAS) Nos. 142 and 144 (see note 2 of the Notes to Combined Financial Statements).

On February 1, 2003, Nexstar Broadcasting Group, LLC (“Nexstar”) began operating the Companies under the terms of a time brokerage agreement (TBA). Accordingly, under the terms of the agreement Nexstar operates and retains the cash flows from the operations of the Companies. Other revenue for the period ended June 30, 2003 represents the reimbursement of the Companies operating expenses by Nexstar Broadcasting Group, L.L.C. The Companies also had amounts due from Nexstar under the TBA related to accrued salaries and wages of $137 as of June 30, 2003.

(2) Adoption of New Accounting Standards

On October 1, 2002, the Companies adopted SFAS 142, Goodwill and Other Intangible Assets . SFAS 142 changes the accounting for goodwill and certain other intangible assets from an amortization method to an impairment-only approach. Under SFAS 142, goodwill and certain other intangible assets will be tested annually and whenever events or circumstance occur indicating that the intangibles might be impaired. As a result of this adoption, the Companies ceased to amortize approximately $23.5 million of goodwill and intangibles. The Companies would have recorded amortization on these amounts of approximately $238 during the quarter ended December 31, 2002.

In connection with SFAS No. 142’s transitional goodwill impairment evaluation, the Statement requires the Companies to perform an assessment of whether there was an indication that goodwill is impaired as of the date of adoption. To accomplish this, the Companies are required to identify their reporting units and determine the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units as of October 1, 2002. The Companies are required to determine the fair value of each reporting unit and compare it to the carrying amount of the reporting unit within six months of October 1, 2002. To the extent the carrying amount of a reporting unit exceeds the fair value of the reporting unit, the Companies would be required to perform the second step of the transitional impairment test, as this is an indication that the reporting unit goodwill may be impaired. The Companies have completed the initial step of this assessment and determined there was no impairment related to intangibles.

F-72

UNITED BROADCASTING CORPORATION AND SUBSIDIARY

AND MORRIS NETWORK OF ALABAMA, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS—(Continued)

June 30, 2003 (unaudited)

(amounts in thousands, except per share data)

The Companies also adopted SFAS No. 144 in the first quarter of fiscal 2003. Adoption of SFAS No. 144 did not materially impact the combined financial statements.

(3) Related Party Transactions

The Parent provides certain management and accounting services as well as financing to the Companies, and the Companies are billed for management fees. The management fees are allocated to the Companies and other subsidiaries of Morris Multimedia, Inc. based on their relative proportion of overall revenues and estimated fair value, respectively. During the three and nine months ended June 30, 2003 the Companies recorded management fees of $ 0 and $1,206 respectively. In addition, at June 30, 2003, the Companies had advances payable to the Parent in the amount of $ 14,635.

An officer of Morris Network, Inc. has an unfunded deferred compensation plan. Liabilities under the plan are based on a percentage of operating profits of certain subsidiaries of Morris Network, Inc., including KARK, plus interest on the accumulated liability, and are payable upon the officer’s termination of employment. KARK recorded compensation expense related to the plan of $25 and $75 in the three and nine months ended June 30, 2003, respectively, and has recorded it’s portion of the liability, $988, in the accompanying balance sheet as of June 30, 2003.

(4) Subsequent Event

On August 1, 2003, the TBA expired and Nexstar purchased 100% of the stock of the Companies for a total purchase price of $90,000.

F-73

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Members of

Quorum Broadcast Holdings, LLC

In our opinion, the accompanying consolidated statements of financial position and the related consolidated statements of operations, of changes in redeemable preferred and common units and members’ deficit and of cash flows present fairly, in all material respects, the financial position of Quorum Broadcast Holdings, LLC and its subsidiaries at December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 2 to the consolidated financial statements, effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangible Assets.”

As discussed in Note 17, the Company has restated its 2002 financial statements to record an additional valuation allowance for certain deferred tax assets.

/s/ P RICEWATERHOUSE C OOPERS LLP

Boston, Massachusetts

September 12, 2003, except as to Note 17,

which is as of November 6, 2003

F-74

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in thousands)

	September 30, 2003 (unaudited)			December 31, 2002			December 31, 2001
Assets					(Restated)
Current assets
Cash and cash equivalents	$	1,283		$	9,254		$	1,907
Accounts receivable, net of allowance for doubtful accounts of $275 and $600 for 2002 and 2001, respectively		12,033			13,076			14,042
Current portion of broadcast rights		9,362			8,681			9,356
Prepaid expenses and other current assets		596			964			931
Prepaid income taxes		—			330			—
Assets held for sale		8,189			—			—

Total current assets		31,463			32,305			26,236
Property and equipment, net		20,904			25,994			34,821
Broadcast rights, net of current portion		4,000			3,983			5,004
Goodwill, net		31,888			31,888			47,253
Other intangible assets, net		110,421			119,902			128,531
Other assets		163			101			88

Total assets	$	198,839		$	214,173		$	241,933

Liabilities, Mandatorily Redeemable Preferred and Common Units and Members’ Deficit
Current liabilities
Income taxes payable	$	88		$	—		$	413
Amounts due to related parties		1,183			1,143			691
Current portion of long-term debt		11,500			20,500			1,225
Current portion of broadcast rights payable		8,545			7,954			8,516
Accounts payable		2,843			2,043			2,928
Accrued expenses		2,222			2,235			1,863
Interest payable		223			386			1,101
Deferred tax liabilities		1,048			1,048			851
Liabilities held for sale		2,750			—			—

Total current liabilities		30,402			35,309			17,588
Broadcast rights payable, net of current portion		5,679			5,795			7,020
Convertible subordinated promissory notes, due to related parties		—			—			24,481
Long-term debt		131,536			130,763			147,153
Note payable to related party		2,000			2,000			2,000
Deferred tax liabilities		3,929			3,071			—
Deferred gain on sale of assets		7,807			8,061			8,833
Units subject to mandatory redemption		108,763			—			—
Other noncurrent liabilities		1,239			2,002			2,302

Total liabilities		291,355			187,001			209,377

Commitments and contingencies (Note 13)

Mandatorily redeemable preferred and common units
Redeemable preferred units		—			93,471			44,553
Redeemable common units		—			7,905			14,270

Members’ deficit
Contributed capital		96,925			96,925			96,924
Accumulated deficit		(189,441	)		(171,129	)		(123,191	)

Total members’ deficit		(92,516	)		(74,204	)		(26,267	)

Total liabilities, mandatorily redeemable preferred and common units and members’ deficit	$	198,839		$	214,173		$	241,933

The accompanying notes are an integral part of these consolidated financial statements.

F-75

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands)

	Nine months ended September 30, 2003 (unaudited)			Nine months ended September 30, 2002 (unaudited)			Year-ended December 31, 2002			Year-ended December 31, 2001			Year-ended December 31, 2000
							(Restated)
Revenue (excluding trade and barter)	$	47,181		$	46,544		$	65,395		$	58,967		$	69,679
Less—commissions		5,618			6,033			8,531			7,506			9,677

Net broadcast revenue (excluding trade and barter)		41,563			40,511			56,864			51,461			60,002
Trade and barter revenue		4,853			4,468			6,155			6,009			6,515

Total net revenue		46,416			44,979			63,019			57,470			66,517

Operating expenses:
Direct operating expense (exclusive of depreciation and amortization, shown separately below)		12,084			10,613			15,558			12,584			12,138
Selling, general and administrative expense (exclusive of depreciation and amortization, shown separately below)		18,502			17,707			23,701			22,456			23,123
Amortization of broadcast rights		5,839			6,210			8,391			8,069			9,207
Depreciation and amortization		11,444			12,557			17,056			25,810			25,733

Total operating expenses		47,869			47,087			64,706			68,919			70,201


Loss from continuing operations		(1,453	)		(2,108	)		(1,687	)		(11,449	)		(3,684	)
Other income (expenses)		1,444			1,186			1,140			(3,341	)		126
Interest expense, net, including amortization of debt financing fees		(6,668	)		(16,037	)		(25,877	)		(19,436	)		(22,534	)

Loss from continuing operations before income taxes		(6,677	)		(16,959	)		(26,424	)		(34,226	)		(26,092	)
Income tax expense		(946	)		(2,957	)		(3,001	)		(1,562	)		(373	)

Loss before discontinued operations and cumulative effect of change in accounting principle, net of tax		(7,623	)		(19,916	)		(29,425	)		(35,788	)		(26,465	)
Loss from discontinued operations, net of tax (Note 15)		(507	)		(1,785	)		(1,313	)		(2,963	)		(2,844	)
Cumulative effect of change in accounting principle, net of tax (Note 2)		(2,577	)		(16,051	)		(16,051	)		—			—

Net loss	$	(10,707	)	$	(37,752	)	$	(46,789	)	$	(38,751	)	$	(29,309	)

The accompanying notes are an integral part of these consolidated financial statements.

F-76

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE PREFERRED AND COMMON UNITS AND MEMBERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

(in thousands except unit amounts)

	Redeemable Series A Preferred			Redeemable Series B Preferred			Redeemable Class E				Class A			Class B			Class C			Class D					Accumulated deficit			Total members’ equity (deficit)
	Units	Amount		Units	Amount		Units	Amount			Units	Amount		Units	Amount		Units	Amount		Units		Amount			Accumulated deficit			Total members’ equity (deficit)
Balance December 31, 1999	—	$	—	—	$	—	—	$	—		86,269	$	86,269	10,461	$	10,461	276	$	171	40		$	25		$	(45,232	)	$	51,694
Issuance of Class E units	—		—	—		—	4,833		5,685		—		—	—		—	—		—	—			—			—			—
Issuance of Class E units upon conversion of convertible notes payable	—		—	—		—	268		315		—		—	—		—	—		—	—			—			—			—
Issuance of Series A Preferred units, net of issuance costs of $242	37,900		32,215	—		—	—		—		—		—	—		—	—		—	—			—			(242	)		(242	)
Issuance of Series A Preferred units upon conversion of convertible notes payable, net of issuance costs of $13	2,100		1,785	—		—	—		—		—		—	—		—	—		—	—			—			(13	)		(13	)
Accretion to redemption value of Series A Preferred units	—		3,244	—		—	—		—		—		—	—		—	—		—	—			—			(3,244	)		(3,244	)
Net loss	—		—	—		—	—		—		—		—	—		—	—		—	—			—			(29,309	)		(29,309	)

Balance December 31, 2000	40,000		37,244	—		—	5,101		6,000		86,269		86,269	10,461		10,461	276		171	40			25			(78,040	)		18,886
Issuance of Class E units	—		—	—		—	11,337		9,179		—		—	—		—	—		—	—			—			—			—
Issuance of Class D units	—		—	—		—	—		—		—		—	—		—	—		—	1			1			—			1
Repurchase of Class D units	—		—	—		—	—		—		—		—	—		—	—		—	(7	)		(3	)		—			(3	)
Adjustment to redemption value of Class E units	—		—			—	—		(909	)	—		—	—		—	—		—	—			—			909			909
Accretion to redemption value of Series A Preferred units	—		7,309	—		—	—		—		—		—	—		—	—		—	—			—			(7,309	)		(7,309	)
Net loss	—		—	—		—	—		—		—		—	—		—	—		—	—			—			(38,751	)		(38,751	)

Balance December 31, 2001	40,000		44,553	—		—	16,438		14,270		86,269		86,269	10,461		10,461	276		171	34			23			(123,191	)		(26,267	)
Issuance of Series B and Class E units	—		—	5,000		2,746	4,111		2,254		—		—	—		—	—		—	—			—			—			—
Issuance of Class D units	—		—	—		—	—		—		—		—	—		—	—		—	3			2			—			2
Repurchase of Class D units	—		—	—		—	—		—		—		—	—		—	—		—	(1	)		(1	)		—			(1	)
Issuance of Series B Preferred units, upon conversion of convertible subordinated promissory notes	—		—	31,057		31,057	—		—		—		—	—		—	—		—	—			—			—			—
Beneficial conversion feature expense upon conversion of convertible subordinated promissory notes	—		—	—		5,347	—		—		—		—	—		—	—		—	—			—			—			—
Adjustment to redemption value of Class E units	—		—	—		—	—		(8,619	)	—		—	—		—	—		—	—			—			8,619			8,619
Accretion to redemption value of Series A Preferred units	—		8,393	—		—	—		—		—		—	—		—	—		—	—			—			(8,393	)		(8,393	)
Accretion to redemption value of Series B Preferred units	—		—	—		1,375	—		—		—		—	—		—	—		—	—			—			(1,375	)		(1,375	)
Net loss (Restated)	—		—	—		—	—		—		—		—	—		—	—		—	—			—			(46,789	)		(46,789	)

Balance December 31, 2002 (Restated)	40,000	$	52,946	36,057	$	40,525	20,549	$	7,905		86,269	$	86,269	10,461	$	10,461	276	$	171	36		$	24		$	(171,129	)	$	(74,204	)

The accompanying notes are an integral part of these consolidated financial statements.

F-77

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Nine months ended						Year ended December 31 2002			Year ended December 31 2001			Year ended December 31 2000
	September 30 2003			September 30 2002			Year ended December 31 2002			Year ended December 31 2001			Year ended December 31 2000
	(unaudited)
							(Restated)
Cash flows from operating activities:
Net loss excluding discontinued operations	$	(10,200	)	$	(35,967	)	$	(45,476	)	$	(35,788	)	$	(26,465	)
Adjustments to reconcile net loss to net cash provided by (used for) continuing operating activities:
Loss on sale and disposal of fixed assets		—			1,528			1,729			310			142
Depreciation		5,696			6,446			8,911			9,567			9,941
Amortization of intangible assets		5,748			6,111			8,147			16,232			15,791
Amortization of debt financing fees		790			2,911			918			418			493
Amortization of broadcast rights (excluding barter)		2,492			899			3,755			3,364			3,874
Payments for broadcast rights		(2,567	)		(2,965	)		(3,758	)		(3,303	)		(4,143	)
Cumulative effect of change in accounting principle, net of tax		2,577			16,051			16,051			—			—
Effect of accounting for derivative instrument		(254	)		(824	)		(1,098	)		2,429			—
Noncash interest expense		1,004			8,577			12,268			494			4,508
Changes in assets and liabilities:
Accounts receivable		(749	)		917			596			1,728			(461	)
Prepaid income taxes		—			—			(330	)		—			—
Income taxes receivable		—			—			—			511			481
Prepaid expenses, other current assets and other assets		606			(2,669	)		(68	)		201			(217	)
Payment for affiliation agreement		—			—			—			(1,006	)		—
Amounts due to related parties		40			—			452			18			117
Accounts payable		1,174			(1,254	)		(799	)		1,219			(1,095	)
Accrued expenses		334			1,587			396			(994	)		(108	)
Interest payable		(163	)		(736	)		3,547			(9,018	)		6,482
Deferred taxes		858			3,096			3,268			688			(109	)
Other noncurrent liabilities and deferred gain on sale of assets		(763	)		296			26			(426	)		(15	)
Income taxes payable		88			(511	)		(413	)		—			—

Net cash provided by (used for) continuing operating activities		6,711			3,493			8,122			(13,356	)		9,216

Cash flows from investing activities:
Cash paid for Wolf Mountain purchase option		—			—			—			—			(319	)
Proceeds from sale of assets		—			471			952			19,925			—
Capital expenditures		(2,329	)		(1,889	)		(3,582	)		(1,502	)		(4,459	)

Net cash (used for) provided by investing activities		(2,329	)		(1,418	)		(2,630	)		18,423			(4,778	)

Cash flows from financing activities:
Proceeds from long-term debt		—			—			—			47,575			12,000
Payment of long-term debt		(11,801	)		(1,495	)		(1,495	)		(74,485	)		(49,730	)
Proceeds from revolver borrowings		—			783			—			—			—
Proceeds from convertible subordinated promissory notes		—			—			—			19,653			5,600
Payment of convertible subordinated promissory notes		—			—			—			—			(5,000	)
Payment of debt financing fees		(329	)		(1,531	)		(1,531	)		(1,115	)		(1,279	)
Proceeds from senior discount notes		—			—			—			21,168			—
Payment of senior note		—			—			—			(28,175	)		—
Proceeds from members’ contributions		—			2			2			1			—
Repurchase of common units		—			(1	)		(1	)		(3	)		—
Proceeds from issuance of redeemable preferred units		—			2,746			2,746			—			37,645
Proceeds from issuance of redeemable common units		—			2,254			2,254			9,179			—

Net cash provided by (used for) financing activities		(12,130	)		2,758			1,975			(6,202	)		(764	)

Increase (decrease) in cash and cash equivalents from continuing operations		(7,748	)		4,833			7,467			(1,135	)		3,674
Net cash and cash equivalents used by discontinued operations		(223	)		(1,050	)		(120	)		(694	)		(1,863	)
Cash and cash equivalents, beginning of period		9,254			1,907			1,907			3,736			1,925

Cash and cash equivalents, end of period	$	1,283		$	5,690		$	9,254		$	1,907		$	3,736

Supplemental disclosure of cash flow information:
Cash paid during the period for interest							$	11,858		$	31,980		$	15,716

Cash paid during the period for income taxes							$	477		$	477		$	687

Supplemental disclosure of noncash financing activities:
Conversion of convertible promissory notes payable and interest to preferred units							$	31,057		$	—		$	2,100

The accompanying notes are an integral part of these consolidated financial statements.

F-78

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Business Operations

Quorum Broadcast Holdings, Inc. (“QBH”) was incorporated on July 16, 1997 in the State of Delaware for the sole purpose of acquiring 100% of the outstanding capital stock of Petracom Holdings, Inc. (“Petracom Holdings”) through its wholly-owned subsidiary PHI Acquisition, Inc. (“PHI Acquisition”) under a purchase agreement dated September 30, 1997. The purchase of Petracom Holdings was consummated on May 15, 1998 (the “Petracom Acquisition”) at which time PHI Acquisition merged with and into Petracom Holdings and changed its name to Quorum Broadcasting Company, Inc.

Quorum Broadcast Holdings, LLC (“Quorum”) was organized as a Limited Liability Company on December 22, 1998 in the State of Delaware for the sole purpose of holding 100% of the outstanding capital stock of QBH under a plan of reorganization dated April 15, 1999 (the “Reorganization”), with each shareholder of QBH receiving as consideration an equivalent number of ownership units in Quorum. The Reorganization has been accounted for as a combination of entities under common control in a manner similar to a pooling of interests and, accordingly, the financial statements for all prior periods have been restated to reflect the exchange of common stock for member units.

Quorum currently owns, operates and programs, through its subsidiaries, six Fox Broadcasting Company (“Fox”) affiliated television stations, one television station affiliated with the Columbia Broadcasting Systems (“CBS”), one television station affiliated with the American Broadcasting Company, Inc. (“ABC”), two stations affiliated with the National Broadcasting Company (“NBC”) and one independent station. Additionally, Quorum programs one Fox affiliated television station under a local marketing agreement (Note 3). Through Mission Broadcasting of Amarillo, Inc. (“Mission”) and VHR Broadcasting, Inc. (“VHR”), Quorum has Shared Services Agreements (“SSA”) and Joint Sales Agreements (“JSA”) with one ABC-affiliated television station, one CBS-affiliated television station, and one Fox-affiliated television station and one independent television station. In addition, Quorum has an SSA and JSA with one NBC-affiliated television station (Note 4). Quorum and its subsidiaries, and Mission and VHR, are collectively referred to as the “Company” herein.

Television broadcasting is subject to the jurisdiction of the Federal Communications Commission (“FCC”) under the Communications Act of 1934, as amended (the “Communications Act”). The Communications Act prohibits the operation of television broadcasting stations except under a license issued by the FCC and empowers the FCC, among other things, to issue, revoke, and modify broadcasting licenses, determine the location of stations, regulate the equipment used by television stations, adopt regulations to carry out the provision of the Communications Act, and impose penalties for violation of such regulations.

The Company, which has a highly leveraged structure, has incurred significant losses and has a members’ deficit at December 31, 2002. Further, the Company has a working capital deficit of $3.0 million at December 31, 2002 and has no access to additional borrowing capacity under its amended debt structure (Note 8). As of June 2003, the Company is required to make principal payments totaling $3.0 million and $110.0 million in 2003 and 2004, respectively. Management believes that, taken together, its current cash balances and internally generated cash flow should result in the Company having adequate cash resources to meet its debt service and other financial obligations for at least the next twelve months from the balance sheet date. On June 30, 2003, the Company defaulted on certain financial and nonfinancial debt covenants and subsequently obtained bank waivers for these violations and has modified future covenants through September 30, 2004 (Note 15). The Company’s future compliance with its financial covenants is dependent on management’s ability to meet its forecasts, which is dependent on management’s ability to control operating costs and increase revenue. The Company has developed a plan to increase revenue and control operating costs, however, there can be no assurance that the plan will be achieved or additional funds will be available, if needed. Management believes it is probable the

F-79

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Company will meet all of its covenants through September 30, 2004. Absent waivers, certain bank debt would have been in default and approximately $134.4 million of long-term bank debt would have been reclassified as a current liability as of June 30, 2003.

Beyond 2003, the Company’s cash requirements for debt service and ongoing operations are substantial. Debt repayment obligations are significant in 2004 (Note 8). The Company’s forecasts indicate that the Company will be unable to generate enough cash flow from operations to pay these debt obligations. Absent the sale of WTVW (Note 15) or the merger of Quorum’s subsidiaries with Nexstar Broadcasting Group, Inc. (Note 15), the Company will be dependent on its ability to generate significant operating profitability and cash flows from operations, restructure the terms of debt agreements or obtain equity infusions to fund future cash requirements. There is no assurance that the Company will be able to generate significant operating profitability and cash flows from operations, restructure the terms of debt agreements, obtain an equity infusion or remain in compliance with its covenant requirements. In the event the Company’s operations are not profitable or do not generate sufficient cash to fund the business, the Company may fail to comply with its restrictions, obligations and covenants under the debt agreements, which could result in a default. A default could result in the Company’s lenders requiring immediate repayment and limiting the availability of additional borrowings. If this occurs the Company will have to find other sources of capital and substantially reduce its operations. In addition, the Company may not be able to obtain additional financing on terms favorable to the Company, if at all. If adequate funds are not available or are not available on terms favorable to the Company, the Company’s business, results of operations and financial condition could be materially and adversely affected.

The consolidated interim financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The Company’s audited financial statements for the year ended December 31, 2002 are included herein, which include all such information and disclosures. In the opinion of management, the unaudited consolidated interim financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to summarize fairly the financial position, results of operations and cash flows of the Company for the periods presented. The interim results of operations are not necessarily indicative of the results to be expected for the full year.

2. Significant Accounting Policies

Basis of Consolidation

The consolidated financial statements include the accounts of Quorum and its wholly-owned subsidiaries and independently-owned entities VHR and Mission. VHR and Mission are separate entities each 100% owned by independent third parties. Collectively, these entities own, operate and program the following television stations: KOLR-TV, KAMC-TV, KHMT-TV, KCPN-LP and KCIT-TV. Quorum does not own VHR, Mission or these television stations, but it has entered into various management and service arrangements with them. Mission and VHR continue to control and maintain complete responsibility for their respective stations’ programming, finances, personnel and operations in order to comply with FCC regulations. In addition to providing certain services to the television stations, Quorum guarantees VHR’s and Mission’s combined debt (Note 8). Additionally, the owners of each entity have granted to Quorum a purchase option on each entity to acquire the assets of each entity at a price pursuant to the terms of the option agreement. As a result of the service arrangements, the debt guarantees and the option agreements with Mission and VHR, Quorum is deemed to have a controlling financial interest in Mission and VHR under U.S. GAAP while complying with the FCC’s rules regarding ownership limits in television markets. Accordingly, as a result of Quorum’s controlling financial

F-80

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

interest in Mission and VHR, the financial results of operations of these entities have been consolidated with those of Quorum in these consolidated financial statements. Because the relevant entities have a net asset deficit and there is no binding obligation on the VHR or Mission shareholders to make good on the deficit, their interest in the results of operations and share of net assets have not been recognized.

All significant intercompany accounts and transactions have been eliminated in consolidation. Unless otherwise noted, all dollars are in thousands.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant estimates made by management include those relating to the allowance for doubtful accounts, the recoverability of broadcast program rights and the useful lives of intangible assets. Actual results could differ from those estimates.

Revenue Recognition

Advertising revenues, which include network compensation, are recognized in the period during which the time spots are aired. Revenue from other sources, which includes income from production as well as advertising on the Company’s web sites, are recognized in the period during which the goods or services are provided and when collectibility is reasonably assured. Revenue from other sources amounted to 3%, 2% and 1% of total net revenue for the years ended December 31, 2002, 2001 and 2000, respectively.

Trade Transactions

The Company trades certain advertising time for various goods and services. These transactions are recorded at the estimated fair value of the goods or services received. Revenue from trade transactions is recognized when advertisements are broadcast and services or merchandise received are charged to expense or capitalized when received or used. The Company recorded $1.8 million, $1.4 million and $1.3 million of trade revenue for the years ended December 31, 2002, 2001 and 2000, respectively.

Cash and Barter Broadcast Rights and Broadcast Rights Payable

F-81

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Cash and Cash Equivalents

The Company has defined cash and cash equivalents as cash and investments with an original maturity when purchased of three months or less.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash investments and accounts receivable. The Company invests primarily in high quality securities with maturities less than three months. Accordingly, these investments are subject to minimal credit and market risk. The Company maintained cash in excess of federally insured deposits at financial institutions on December 31, 2002 and 2001. The Company does not believe that such deposits are subject to any unusual credit risk beyond the normal credit risk associated with operating its business. A significant portion of the Company’s accounts receivable are due from local and national advertising agencies. Such accounts are generally unsecured. The Company has not experienced significant losses related to receivables from individual customers or groups of customers or by geographical area. Additionally, the Company maintains reserves for potential credit losses.

Property and Equipment

Property and equipment is stated on the basis of cost or estimated fair value at the date of acquisition. Major renewals and betterments are capitalized and repairs and maintenance are charged to expense in the period incurred. Depreciation is computed on the straight-line basis over the estimated useful lives of the assets.

Intangible Assets

Intangible assets include FCC licenses, network affiliation agreements, and goodwill. On January 1, 2002, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”). SFAS No. 142 requires companies to cease amortizing certain intangible assets including goodwill and FCC licenses. The amortization of existing goodwill and FCC licenses resulting from acquisitions completed prior to July 1, 2001 ceased on January 1, 2002.

SFAS No. 142, requires that goodwill be tested for impairment using a two-step process. The first step is to identify a potential impairment by comparing the fair value of a station with its carrying amount and, in transition, this step must be measured as of the beginning of the fiscal year. However, a company has six months from the date of adoption to complete the first step. The second step of the goodwill impairment test measures the amount of the impairment loss (measured as of the beginning of the year of adoption), if any, and must be completed by the end of the Company’s fiscal year. The Company completed the first step of the impairment test using the discounted cash flow method to estimate the fair value of its stations. The valuation assumptions used in the discounted cash flow model reflected anticipated future operating results and cash flow based on its business plan. As a result of this test the Company identified certain stations that required additional testing for impairment of goodwill. The second test resulted in an impairment loss of $15.4 million, net of taxes, which has been accounted for as a cumulative effect of change in accounting principle. During each year ended December 31, 2001 and 2000, respectively, the Company incurred goodwill amortization expense of $4.1 million and $3.9 million.

FCC licenses were tested for impairment using a one-step process, which compares the fair value to the carrying amount of the asset on a station by station basis as of January 1, 2002. The fair value of each station was determined using the discounted cash flow valuation method, assuming a hypothetical start-up whose only asset is the FCC license. The test resulted in an impairment loss of $0.7 million, net of taxes, which has been accounted for as a cumulative effect of change in accounting principle.

F-82

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

The following table presents certain financial information assuming that amortization expense associated with goodwill and FCC licenses was excluded for all periods presented:

	2002			2001			2000
	(dollars in thousands)
	(Restated)

Net loss	$	(46,789	)	$	(38,751	)	$	(29,309	)
Add:
Goodwill amortization, net of tax		—			4,072			3,907
Indefinite-lived intangibles amortization, net of tax		—			2,772			2,806

Net loss—as adjusted	$	(46,789	)	$	(31,907	)	$	(22,596	)

The Company tests the impairment of its goodwill annually or whenever events or changes in circumstances indicate that goodwill might be impaired. The first step of the goodwill impairment test compares the fair value of a station with its carrying amount, including goodwill. The fair value of a station is determined through the use of a discounted cash flow analysis. If the fair value of the station exceeds its carrying amount, goodwill is not considered impaired. If the carrying amount of the station exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by performing an assumed purchase price allocation, using the station’s fair value (as determined in the first step) as the purchase price. If the carrying amount of goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess.

There was no additional impairment of FCC licenses and goodwill at December 31, 2002. As of September 30, 2003 the Company did not identify any triggering events for an impairment assessment.

Long-Lived Assets

The Company evaluates the recoverability of its tangible and intangible assets whenever adverse events or changes in business climate indicate that the expected undiscounted future cash flows from the related assets may be less than previously anticipated. If the net book value of the related asset exceeds the fair value of the asset, the carrying value would be reduced to its fair value, which is measured as the present value of its expected future cash flows and an impairment loss would be recognized.

Debt Financing Fees

Debt financing fees represent costs incurred in obtaining long-term financing. These costs are expensed as interest over the lives of the related loans using the effective interest method.

Derivative and Hedging Activities

Effective January 1, 2001, the Company adopted SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended, which requires that all derivative instruments be reported on the balance sheet at fair value and that changes in a derivative’s fair value be recognized currently in earnings unless specific hedge criteria are met. The Company uses derivative instruments to manage exposure to interest rate risks. The Company’s objective for holding derivatives is to minimize its interest rate risk.

F-83

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Financial Instruments

The carrying amount of cash and cash equivalents, accounts receivable, broadcast rights payable, accounts payable and accrued expenses approximate fair value due to their short-term nature. The fair value of derivative financial instruments were obtained from financial institution quotes. The interest rates on substantially all of the Company’s bank borrowings are adjusted regularly to reflect current market rates. Accordingly, the carrying amounts of the Company’s short-term and long-term borrowings also approximate fair value.

Income Taxes

Quorum is an LLC that is treated as a partnership for income tax purposes. No provision for income taxes is required by Quorum as its income and expenses are taxable to or deductible by its members. VHR, Mission and Quorum’s wholly-owned corporate subsidiaries are subject to income taxes and account for income taxes under the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities.

Advertising Expense

Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2002, 2001 and 2000 totaled $1.6 million, $1.6 million and $2.0 million, respectively.

Units Subject to Mandatory Redemption

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (“SFAS No. 150”). This statement addresses financial accounting and reporting for financial instruments with characteristics of both liabilities and equity and is effective at the beginning of the first interim period beginning after June 15, 2003. On adoption of the standard on July 1, 2003 the Company reclassified its redeemable preferred and common units as a liability and recorded $2.6 million as a cumulative effect of change in accounting principle. Additionally, for the three months ended September 30, 2003, the Company is required to record the change in the fair value of the liability to interest expense. The Company recorded an adjustment to interest expense of $2.9 million.

Recently Issued Accounting Pronouncements

In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections” (“SFAS No. 145”), which is effective for fiscal years beginning after May 15, 2002. SFAS No. 145 rescinds SFAS No. 4 and SFAS No. 64, which addressed the accounting for gains and losses from extinguishment of debt. SFAS No. 145 amends SFAS No. 13 to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions. SFAS No. 145 also makes technical corrections to certain existing pronouncements that are not substantive in nature. The Company adopted SFAS No. 145 effective for the year ended December 31, 2002 and as a result has reclassified $0.2 million, $0.5 million and $4.5 million, respectively, of extraordinary loss from refinancing of credit facilities to interest expense for the years ended December 31, 2002, 2001 and 2000.

F-84

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (“SFAS No. 146”). This statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullified Emerging Issues Task Force (“EITF”) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)” (“EITF 94-3”). SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. EITF 94-3 allowed for an exit cost liability to be recognized at the date of an entity’s commitment to an exit plan. SFAS No. 146 also requires that liabilities recorded in connection with exit plans be initially measured at fair value. The provisions of SFAS No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002, with early adoption encouraged. The Company does not expect that the adoption of SFAS No. 146 will have a material impact on the financial position or results of operations of the Company.

In November 2002, the FASB issued FASB Interpretation No. 45 “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN No. 45”). The Interpretation requires that a guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken by issuing the guarantee. The Interpretation also requires additional disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees it has issued. The accounting requirements for the initial recognition of guarantees are applicable on a prospective basis for guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for all guarantees outstanding, regardless of when they were issued or modified, during the first quarter of fiscal 2003. The adoption of FIN No. 45 did not have a material effect on the accompanying consolidated financial statements. Quorum guarantees the term debt of Mission and VHR. Mission and VHR also guarantee Quorum’s debt.

In January 2003, the FASB issued FASB Interpretation No. 46 (“FIN No. 46”), “Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51.” This interpretation clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN No. 46, is effective for variable interest entities created after January 31, 2003. The Company does not expect that the adoption of FIN No. 46 will have a material impact on the financial position or results of operations of the Company with respect to the accounting for Mission and VHR. The Company is however still currently evaluating the impact of accounting under FIN No. 46.

On April 30, 2003, the FASB issued SFAS No. 149 “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies the accounting guidance on (1) derivative instruments (including certain derivative instruments embedded in other contracts) and (2) hedging activities that fall within the scope of FASB Statement No. 133 (“SFAS No. 133”) “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 149 amends SFAS No. 133 and certain other existing pronouncements, which will result in more consistent reporting of contracts that are derivative in their entirety or that contain embedded derivatives that warrant separate accounting. SFAS No. 149 is effective (1) for contracts entered into or modified after June 30, 2003, with certain exceptions and (2) for hedging relationships designated after June 30, 2003. The guidance is to be applied prospectively.

Reclassifications

Certain prior year amounts have been reclassified to conform to current year presentation which resulted in no changes to reported net loss.

F-85

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

3. Local Marketing Agreements

As part of the acquisition of KSVI, Quorum was assigned the right, title and interest in a local marketing agreement (“LMA”) with Wolf Mountain Broadcasting, owner of KHMT, a Fox affiliated television station in Billings, Montana (the “KHMT LMA”). In January 2002, VHR Broadcasting of Billings, LLC purchased KHMT from Wolf Mountain Broadcasting and assumed all rights under the LMA. Under the KHMT LMA, Quorum sells and collects the advertising revenues of KHMT and reimburses VHR Broadcasting of Billings LLC for operating expenses. In June 2000, Quorum paid $0.3 million to acquire an option to purchase the station assets of KHMT for $0.9 million. In January 2002, the exercise price of the option was reduced from $0.9 million to $0.6 million. The option will expire upon termination of the KHMT LMA in 2004.

4. Joint Sales Agreement and Shared Services Agreement

On March 21, 2001, Quorum entered into a joint sales agreement (the “JSA”) with Piedmont Television of Monroe/El Dorado LLC (previously known as GOCOM Television of Quachita, LLC) (“Piedmont”) the licensee of a television station in El Dorado, Arkansas. The term of the JSA with Piedmont is 10 years and shall be extended automatically for two additional 10-year terms unless the agreement is otherwise terminated. Under the JSA, Quorum permits Piedmont to sell to advertisers all of the time available for commercial advertisements of the Quorum’s television station KARD in the related market. During the term of the JSA, Piedmont is obligated to pay Quorum a monthly fee as mutually agreed upon.

Piedmont is entitled to all revenues attributable to commercial advertisements sold by Piedmont. Piedmont is obligated to undertake the administration and servicing of all of the station’s contracts and other agreements, which provide for the sale and broadcast of advertising and related activities. All commissions to employees and agencies payable on account of advertising broadcast are paid by Piedmont. Quorum continues to maintain full control over the operations of its station, including programming, editorial policies, employees of Quorum and Quorum-controlled facilities.

Concurrent with the JSA, Quorum entered into a shared services agreement (the “SSA”) with Piedmont. Under the SSA, Quorum and Piedmont agreed to share the costs of certain services and procurements, which they individually require in connection with the ownership and operation of their respective stations. Under the SSA, Piedmont provides certain services as stated in the SSA. In consideration for the services provided to Quorum by Piedmont, Quorum pays a service fee as stated in the SSA.

For the year ended December 31, 2002, Quorum recognized revenue of $1.4 million pursuant to the JSA, net of service fees paid to Piedmont.

In connection with these agreements, on March 21, 2001, Quorum entered into a right of first refusal agreement with Piedmont. In the event that either Quorum or Piedmont receives a solicited or unsolicited bona fide offer for the acquisition of its station by a third party, the station owner shall abide by the mutually agreed upon terms and conditions as stated in the agreement. The exercise of this agreement will be permitted solely in accordance with the Communications Act and all applicable rules, regulations and policies of the FCC and is subject to prior FCC consent. The term of this agreement shall continue and be in effect for as long as the JSA shall be in effect.

F-86

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

5. Property and Equipment

Property and equipment consist of the following:

	Estimated useful life (years)	December 31,
	Estimated useful life (years)	2002			2001
		(dollars in thousands)

Land and improvements	—	$	2,626		$	2,825
Transmission equipment	5		4,795			4,734
Buildings and improvements	15-39		12,195			13,236
Broadcasting equipment	3-5		32,330			36,214
Furniture and other equipment	5-7		6,224			7,040
Vehicles	5-7		1,642			1,618
Construction in progress	—		167			307

			59,979			65,974
Less—accumulated depreciation			(33,985	)		(31,153	)

Property and equipment, net		$	25,994		$	34,821

Depreciation expense recorded for the years ended December 31, 2002, 2001 and 2000 was $9.9 million, $10.5 million and $11.0 million, respectively. Depreciation expense recorded includes depreciation on assets of WTVW to be disposed of in 2003 of $0.9 million, $1.0 million, and $1.0 million for the years ended December 31, 2002, 2001 and 2000, respectively (see Note 15).

Sale of Towers

On May 11, 2001, the Company sold its telecommunications tower facilities for total net cash consideration of $21.1 million. The proceeds from the sale of the towers were applied to the outstanding loan amounts under the Term loan facility and the Revolving credit facility. The Company entered into an operating lease for tower space for 20 years. In 2001, the Company recorded a gain of $9.1 million on the sale, which has been deferred and is being recognized ratably over the lease term.

6. Goodwill and Other Intangibles

	Estimated useful life (years)	December 31,
	Estimated useful life (years)	2002			2001
		(dollars in thousands)

Network affiliation agreements	15 indefinite term of debt 1	$	104,669		$	104,669
FCC licenses			40,891			41,577
Debt financing costs			3,218			2,332
Other intangible assets			26,593			26,593

			175,371			175,171
Less: accumulated amortization			(55,469	)		(46,640	)

Intangible assets, net of accumulated amortization			119,902			128,531
Goodwill, net	indefinite		31,888			47,253

Intangible assets and goodwill		$	151,790		$	175,784

F-87

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Total amortization expense, including amortization of WTVW intangible assets, from definite-lived intangible assets (excluding debt financing costs) for the years ended December 31, 2002, 2001 and 2000 was $8.3 million, $9.7 million and $9.1 million, respectively. Amortization expense for WTVW was $182 and $305, for the years ended December 31, 2002 and 2001, respectively. The estimated useful life of network affiliations contemplates renewals of the underlying agreements based on the Company’s historical ability to renew such agreements without significant cost or modifications to the conditions from which the value of the affiliation was derived. These renewals can result in estimated useful lives of individual affiliations of 15 years. The carrying value of indefinite-lived intangibles, excluding goodwill, at December 31, 2002 and 2001 was $32.0 million and $32.7 million, respectively. The use of an indefinite life for FCC licenses contemplates the Company’s historical ability to renew their licenses, that such renewals generally may be obtained indefinitely and at little cost and that the technology used in broadcasting is not expected to be replaced in the foreseeable future. Therefore, cash flows derived from the FCC licenses are expected to continue indefinitely. The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets, excluding debt-financing costs, recorded on its books as of December 31, 2002 (dollars in thousands):

Year ending December 31,
2003	$	7,895
2004		7,895
2005		7,895
2006		7,731
2007		7,675

7. Convertible Subordinated Promissory Notes Due to Related Parties

On December 31, 1999, Quorum issued a convertible subordinated note (the “ABRY Note II”) of $1,500 to ABRY Broadcast Partners III, L.P. (“ABRY”). The indebtedness of the ABRY Note II was subordinated to the prior payment of the credit facilities and the Senior Note (as defined below). Quorum repaid the ABRY Note II on June 27, 2000 with funding provided by the refinancing of Quorum’s debt (Note 8). The amount paid equaled the original issue price plus accrued interest of $0.1 million.

In January 2000, Quorum issued a convertible subordinated note (the “ABRY Note III”) of $3.5 million to ABRY. The indebtedness of the ABRY Note III was subordinated to the prior payment of the credit facilities and the Senior Note. Quorum repaid the ABRY Note III on June 27, 2000 with funding provided by the refinancing of Company debt (Note 8). The amount paid equaled the original issue price plus accrued interest of $0.1 million.

On April 23, 2000, Quorum received a bridge loan of $2.1 million from an officer. On June 23, 2000, the loan (excluding accrued interest) was converted into 267.82 Class E units and 2,100 Series A Preferred units, respectively. Total interest expense accrued on this note amounted to $0.1 million at December 31, 2000. The interest is included in the interest payable amount as of December 31, 2002.

On April 30 and May 4, 2001, Quorum issued convertible subordinated notes (the “ABRY Note IV”) for $3 million and $22 million, respectively, to ABRY. Quorum, in conjunction with the subordinated debt issued 816.21646 and 5,985.59738 shares of Class E units valued at $0.8 million and $6.0 million, respectively. The notes were convertible only if Quorum did not repay the notes. As a result, Quorum also determined the value of the contingent beneficial conversion feature of the notes on the issuance date of $5.3 million. The discount on the ABRY Note IV arising from the allocation of proceeds to the Class E units was amortized to interest expense

F-88

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

over the term of the notes. The indebtedness of the ABRY Note IV was subordinated to the prior payment of credit facilities and the Senior Discount Notes (as defined below). The ABRY Note IV accrued interest at 15% per annum and was due on November 4, 2002. On November 4, 2002 the principle and unpaid interest accrued converted into Series B Preferred Units, and the contingent beneficial conversion feature of $5.3 million was recorded as interest expense.

8. Long-Term Debt

Long-term debt consists of the following:

	December 31,
	2002			2001
	(dollars in thousands)

Term loan facility	$	78,712		$	80,110
Revolving credit facility		44,603			44,700
Senior Discount Notes, including accrued interest of
$6,645 and $2,383, respectively		27,948			23,568

		151,263			148,378
Less—current maturities		(20,500	)		(1,225	)

	$	130,763		$	147,153

Revolving Credit Facility/Acquisition Credit Facility/Term Loan Facility

On April 16, 1999, the Company entered into a credit agreement (the “Credit Agreement”) for a $168 million term loan, $75 million acquisition credit facility and a $72 million revolving credit facility.

On June 23, 2000, the Company entered into the first amendment to the Credit Agreement. In connection with the amendment, the Company (i) repaid $40 million of the term loan, (ii) repaid $5 million of the ABRY Notes II and III, (iii) paid accrued interest of $196 on the ABRY Notes and (iv) paid an amendment fee of $0.6 million.

On May 4, 2001, the Company entered into the second amendment to the Credit Agreement. In connection with the amendment the Company (i) borrowed $22 million from ABRY (ABRY Note IV), (ii) repaid $20 million of the revolving credit facility and (iii) repaid $2 million of the term loan.

On May 15, 2001, the Company entered into the third amendment to the Credit Agreement. In connection with the amendment the Company (i) repaid $14.9 million of the term loan, (ii) repaid $10.6 million of the revolving credit facility, and (iii) borrowed $44.7 million under the revolving credit facility to pay down the Senior Note.

On February 28, 2002, the Company entered into the fourth amendment to the Credit Agreement which, in addition to resetting certain financial covenants, also restructured the scheduled principal maturities of the underlying debt.

All borrowings under the Credit Agreement bear interest at the lender’s base rate plus a percentage stipulated in the agreement. Interest is payable monthly. The revolving credit commitment is reduced in varying

F-89

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

quarterly installments beginning in March 2001 through December 2004. Based on the fourth amendment the Company can no longer borrow under the revolving credit facility. The acquisition credit facility terminated on December 31, 2000. The Company is required to pay a commitment fee to the lender on the unused portion of the revolving credit facility. The lender may require prepayments to principal based upon the meeting of certain cash flow criteria as defined in the Credit Agreement. Additionally, the Company may, at any time, prepay principal under the Credit Agreement, in whole or in part, without premium or penalty. Any scheduled payments or prepayments of the term loan may not be reborrowed. All borrowings under the Credit Agreement are secured by substantially all of the Company’s assets.

On June 30, 2003, the Company defaulted on certain financial and nonfinancial debt covenants and subsequently obtained bank waivers for these violations and has modified future covenants through September 30, 2004 (see Note 15).

Interest Rate Swap Agreements

The Company has used interest rate swap arrangements, not designated as hedging instruments under SFAS No. 133 Accounting for Derivative and Hedging Activities, as amended, to mitigate the impact of the variability in interest rates in connection with its variable rate senior credit facilities and fixed rate senior notes. As of December 31, 2002 and 2001, respectively, the Company held derivative instruments with a notional amount of $80 million and $100 million and the aggregate fair value of the instruments was a liability of $1.3 million and $2.4 million. Other (income) expense for the years ended December 31, 2002 and 2001 includes a gain of $1.1 million and loss of $2.4 million, respectively, from marking-to-market of these derivative instruments. These instruments terminated on June 13, 2003 (Note 15).

In February 2000, the Company terminated two interest rate swap agreements. In return, the Company received a payment of $3.1 million. The deferral of the gain has been amortized over the remaining period of the agreements through August 2001. At the same time, the Company entered into two interest rate swap agreements with notional amounts of $50 million each of which terminated on February 1, 2001. Under the agreements, the Company paid a fixed rate of 6.60% and received specified floating rates of interest. As of January 1, 2001, the amount of the cumulative effect of change in accounting principle from the adoption of SFAS No. 133 was not material.

Senior Note

In connection with the Petracom Acquisition on May 15, 1998, Quorum issued a note of $28.2 million (the “Senior Note”). The Senior Note matured on the third anniversary of the closing and accrued interest at 16%, compounded semiannually. The Senior Note was repaid on May 16, 2001.

Senior Discount Notes

On May 15, 2001, Quorum issued 15% discount notes for $25 million (the “Senior Discount Notes”), which will accrete to $51.5 million on May 15, 2006. Beginning on May 15, 2001 the Senior Discount Notes accrue interest at 15% per annum, which will be payable semiannually on November 15 and May 15 beginning on November 15, 2006. On November 15, 2006 the note calls for a mandatory redemption of $30.8 million. The remaining balance on the note is due May 15, 2009. In connection with the issuance of the Senior Discount Notes, Quorum issued 4,534.6359 Class E units valued at $4.5 million to the note holders. The discount on the

F-90

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Senior Discount Notes arising from the allocation of proceeds to the Class E units is being amortized to interest expense over the term of the notes. The proceeds from these notes were applied to the outstanding loan amounts under the Term loan facility and Revolving credit facility.

Debt Maturities

The aggregate undiscounted principal maturities of long-term debt are as follows (dollars in thousands):

2003	$	20,500
2004		102,815
2005		—
2006		30,779
Thereafter		866

	$	154,960

9. Mandatorily Redeemable Preferred Units

On June 23, 2000, Quorum issued Series A Redeemable Preferred Units (“Series A Preferred Units”). The holders of the Series A Preferred Units are not entitled to vote. Each Series A Preferred Unit accrues a 15% yield on a daily basis with a value which is equal to $1 per unit plus all accrued but unpaid dividends. On each semiannual period date (June 30 and December 31), the amount of the accrued but unpaid dividend shall be added to each Preferred Unit. Dividends accrue semiannually and will be paid upon redemption on June 23, 2010. Holders of Series A Preferred Units are entitled to a liquidation preference upon distribution, in accordance with the terms of the agreement of $57.6 million and $62 million at December 31, 2002 and June 30, 2003, respectively.

On May 4, 2001 Quorum authorized Series B Preferred Units (“Series B Preferred Units”). The holders of Series B Preferred Units are not entitled to vote. Each Series B Preferred Unit accrues a 15% yield on a daily basis with a value which is equal to $1 per unit plus all accrued but unpaid dividends. On each semiannual period date (June 30 and December 31), the amount of the accrued but unpaid dividend shall be added to each Preferred Unit.

Series A Preferred Units are redeemable at the option of Quorum or in the event of an occurrence of a change in control at the option of the stockholder at a current redemption price specified in the Preferred Unit agreement. Quorum is required to redeem all of the outstanding Series A Preferred Units at a price of $1 per unit plus all accrued but unpaid dividends, whether or not declared, which have accrued thereon on June 23, 2010.

For so long as the Series A Preferred Units are outstanding, Quorum is subject to various restrictive covenants including maintenance of a debt service ratio and limitations on certain issuances of debt, sales of stock or assets, acquisitions and certain other transactions. In the event of default, holders of the Series A Preferred Units may require Quorum to redeem immediately for cash all outstanding Series A Preferred Units at the current redemption price.

On February 28, 2002, Quorum issued, 5,000 Series B Preferred Units. In connection with the issuance Quorum issued 4,111 Class E redeemable units. The total proceeds on issuance were $5 million. The Series B Preferred Units and Class E Units were valued at $2.7 million and $2.3 million, respectively.

On November 4, 2002, Quorum issued 31,057 Series B Preferred Units upon conversion of the subordinated convertible promissory notes (see Note 7).

F-91

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

10. Members’ Deficit

Distributions will be made to the holders of Quorum’s Class A, B, C, D and E in the following priority; first to holders of Preferred Units, second the holders of units of Class A, B and E, and third to the holders of units of Class C and D. A point system, as defined for each class of units in the restated certificate of incorporation, is utilized as the method of allocating the remaining distributions. The holders of Class A, B and E, as a single combined class, are entitled to vote with a number of votes equal to the number of points assigned to the units held by each holder.

Redemption of Class E

The holders of Class E units are entitled to require Quorum to redeem all of the outstanding Class E units at fair market value on or after June 23, 2010. The carrying value of the Class E units is recorded at redemption value at December 31, 2002.

11. Income Taxes

The income tax (benefit) expense consists of the following (dollars in thousands):

	Year ended December 31,
	2002			2001
	(Restated)
Current
Federal	$	—		$	—
State		(267	)		874

Total current		(267	)		874

Deferred
Federal		3,105			—
State		163			688

Total deferred		3,268			688

Total tax expense	$	3,001		$	1,562

The income tax (benefit) expense differs from the U.S. federal statutory tax rate of 34% as a result of the following items:

	Year ended December 31,
	2002			2001
	(dollars in thousands)
	(Restated)
U.S. federal statutory tax rate, applied to loss before income taxes, of 34%	$	(8,984	)	$	(11,469	)
Nondeductible goodwill amortization		—			519
State taxes, net of federal benefit		(1,890	)		(782	)
Other permanent differences		45			68
Interest expense		2,696			691
Increase in valuation allowance		11,134			12,535

	$	3,001		$	1,562

F-92

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

The deferred tax liabilities were comprised of the following:

	December 31,
	2002			2001
	(dollars in thousands)
	(Restated)
Assets
Net operating loss carryforwards	$	37,806		$	29,080
Amortization of intangible assets		11,009			6,380
Provision for doubtful accounts		91			179
Other		351			—
Unrealized derivative loss		532			970
Deferred tower sale gain		3,081			3,394

		52,870			40,003

Liabilities
Depreciation of property and equipment		(1,100	)		(1,579	)
Other		(83	)		(2	)
Amortization of intangible assets		(935	)		—

		(2,118	)		(1,581	)
Less—valuation allowance		(54,871	)		(39,273	)

Deferred tax liabilities	$	(4,119	)	$	(851	)

At December 31, 2002, the Company has federal and state net operating carryforwards available of $95,771 and $108,872, respectively, to reduce future taxable income. These net operating loss carryforwards begin to expire in 2010 if not utilized.

Prior to January 1, 2002, the Company recorded deferred tax liabilities relating to the difference in the book basis of goodwill and intangibles. The reversals of those deferred tax liabilities were utilized to support the recognition of deferred tax assets (primarily consisting of net operating loss carryforwards) recorded by the Company. As a result of the adoption of SFAS No. 142, those deferred tax liabilities will no longer reverse on a scheduled basis and can no longer be utilized to support the realization of deferred tax assets. Accordingly, during the year ended December 31, 2002, the Company recorded a net non-cash charge of $3,564 as part of its provision for income taxes to establish a valuation allowance against its deferred tax assets.

A corporation that undergoes a “change of ownership” pursuant to section 382 of the Internal Revenue Code is subject to limitations on the amount of its net operating loss carryforwards which may be used in the future. An ownership change occurred on May 15, 1998. The amount of the net operating loss at May 15, 1998 was approximately $7,700. The annual limitation on the use of the net operating loss is approximately $1,400. The Company estimates the limitation on the net operating loss will not have a material adverse impact on the Company’s financial position or results of operation. No assurance can be given that an ownership change will not occur as a result of other transactions entered into by the Company, or by certain other parties over which the Company has no control. If a “change in ownership” for income tax purposes occurs, the Company’s ability to

F-93

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

use “pre-change losses” could be postponed or reduced, possibly resulting in accelerated or additional tax payments which, with respect to tax periods beyond 2001, could have a material adverse impact on the Company’s financial position or results of operations.

12. Employee Benefits

On May 15, 1998, Quorum established a retirement savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers substantially all employees of Quorum who meet minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pre-tax basis. Contributions to the 401(k) Plan may be made at the discretion of Quorum. Quorum has made contributions amounting to $132, $146 and $165 for the years ended December 31, 2002, 2001 and 2000, respectively.

Under a collective bargaining agreement Quorum contributes three percent (3%) of the gross monthly payroll of certain covered employees toward their pension benefits. Employees must have completed 90 days of service to be eligible for the contribution. Quorum’s contribution amounted to $18, $17 and $16 for the years ended December 31, 2002, 2001 and 2000, respectively.

13. Commitments and Contingencies

Guarantor Arrangements

In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN No. 45”), FIN No. 45 requires that a guarantor recognize, at the inception of a guarantee, ability for the fair value of the obligation undertaken by issuing the guarantee. FIN No. 45 also requires additional disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees it has issued. The accounting requirements for the initial recognition of guarantees are applicable on a prospective basis for guarantees outstanding, regardless of when they were issued or modified, during the first quarter of fiscal 2003. The adoption of FIN No. 45 did not have a material effect on the accompanying consolidated financial statements. The following is a summary of the Company’s agreements that have been determined to be within the scope of FIN No. 45.

As permitted under Delaware law, the Company has agreements whereby the Company indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that may limit the Company’s exposure and enable it to recover a portion of any future amount paid. As a result of the insurance policy, the Company believes the estimated fair value of these indemnification agreements is minimal. All of these indemnification agreements were grandfathered under the provisions of FIN No. 45 as they were in effect prior to December 31, 2002. Accordingly, there are no liabilities recorded for these agreements as of December 31, 2002.

The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to these agreements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company believes the estimated fair value of these agreements is minimal. Accordingly, there are no liabilities recorded for these agreements as of December 31, 2002.

F-94

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

Broadcast Rights Commitments

2003	$	885
2004		861
2005		527
2006		481
Thereafter		379

Future minimum payments for unavailable cash broadcast rights	$	3,133

Unavailable program rights payable represent obligations to acquire cash and barter program rights for which the license period has not commenced and, accordingly, for which no asset or liability has been recorded.

Leases

The Company has operating lease agreements for broadcast studios, office and tower space. Minimum required annual payments under noncancelable operating leases at December 31, 2002 are approximately as follows (dollars in thousands):

	Operating leases
2003	$	1,877
2004		1,877
2005		1,865
2006		1,905
2007		1,948
Thereafter		39,941

	$	49,413

Rent expense for the years ended December 31, 2002, 2001 and 2000 amounted to $1,850, $1,236 and $251, respectively.

Digital Conversion

FCC regulation required the Company to commence digital operations by May 1, 2002, in addition to continuing the Company’s analog operations, unless an extension of time was granted. The Company received extensions for all stations through July 2003 except WQRF and WFXV which did not require extensions because each station has not been issued a digital construction permit. The Company has commenced DTV operations for all stations other than WQRF and WFXV.

Midwest Holding Partnership (“MHP”) Subordinated Promissory Note

In connection with an acquisition, Quorum issued a subordinated promissory note to MHP. Under the terms of the note, upon a sale of the underlying assets acquired in the Midwest Holding acquisition, Quorum is obligated to pay MHP a range of payments not to exceed $7.3 million based upon the internal rate of return on the aggregate amount of equity contributions attributable to such assets. No related liability has been recorded as of December 31, 2002 as management estimates that the probability for any payment is remote.

F-95

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

14. Related Party Transactions

Operating expenses include reimbursement to ABRY for Quorum’s allocable share of operating expenses paid by ABRY for Quorum. These expenses approximated $18, $35 and $61 for the years ended December 31, 2002, 2001 and 2000, respectively, and are included in selling, general and administrative expenses in the Company’s consolidated statement of operations.

Quorum also pays ABRY a management fee for financial and other advisory services. Management fees to ABRY approximated $0.3 million for the years ended December 31, 2002, 2001 and 2000, and are included in selling, general and administrative expenses in the Company’s consolidated statement of operations.

In June 1998, the Company received a cash payment for the benefit of an officer of the Company related to the liquidation of a liability of a related entity. At December 31, 2002 and 2001, none and $79, respectively, of this cash receipt remains unpaid and is included in amounts due to related parties. No interest accrues or is payable by the Company on this amount.

VHR has debt outstanding with Victor Rumore of $2 million, which matures on September 30, 2007. The Company pays interest of 12.5% annually. $250 was paid for the years ended December 31, 2002 and 2001. VHR also paid compensation to Rumore of $165, $180, and $180 for the years ended December 31, 2002, 2001 and 2000, respectively, which is included in selling, general and administrative expenses.

On January 2, 2002, the Company entered into a software sublicense agreement with VHR-ABS, LLC, an entity affiliated with Victor Rumore. The Company is required to make payments of $60 a year for use of the software.

Mission paid compensation to David Smith, the owner of Mission, of $40, $40, and $39 for the years ended December 31, 2002, 2001 and 2000, respectively, which is included in selling general and administrative expenses.

15. Subsequent Events

Disposition of Assets and Liabilities

On April 1, 2003, Quorum entered into an agreement with GNS Media of Evansville, Inc. in which Quorum agreed to sell the assets of the television station WTVW in Evansville, Indiana for $44.0 million in cash. On September 5, 2003, the agreement was amended to reduce the purchase price to $43.0 million in exchange for extending the offer. Quorum expects the sale to consummate in November 2003 subject to FCC consent. As required by its Credit Agreement, Quorum will repay approximately $41.5 million of its outstanding debt under the Credit Agreement from the net proceeds of the sale. The carrying amounts of the assets and liabilities of the television station, as of September 30, 2003, are as follows (dollars in thousands):

Accounts receivable	$	1,786
Broadcast rights		2,135
Other current assets		4
Property and equipment, net		1,355
Intangible assets, net		2,909

Total assets	$	8,189

Accounts payable	$	129
Broadcast payable		2,280
Accrued expenses		341

Total liabilities	$	2,750

F-96

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

The results of operations and cash flows presented in prior periods have been reclassified retroactively to reflect the results of operations and cash flows of WTVW as discontinued operations. Pursuant to EITF 87-24 interest expense related to the debt to be repaid from the net proceeds of the sale has been reclassified to discontinued operations.

Interest Rate Swap and Collar Agreements

On June 13, 2003 the interest rate swap agreements terminated (see Note 8). On the same date the Company entered into an interest rate collar agreement for a notional amount of $60 million through September 13, 2003 and $40 million from September 13, 2003 through December 13, 2004. Under the agreement the ceiling and floor interest rates are 2.5% and 0.88%, respectively.

Credit Facilities

On September 9, 2003, the Company amended its Credit Agreement to adjust certain financial covenants effective for the period ended June 30, 2003 and future periods because the Company was not in compliance with certain covenant ratios as of June 30, 2003. Based on the revised covenants, management believes it is probable the Company will meet all of its covenants through September 30, 2004. Based on the amended agreement, the Company will be required to make total principal payments of $3 million for the remaining two quarters of 2003 and $110 million during 2004. If the debt remains unpaid after December 31, 2003, additional interest will accrue commencing January 1, 2004. The total estimated additional interest through December 31, 2004 is approximately $800 based on current prevailing interest rates. The Company will be required to pay a contingent fee of approximately $1.2 million if the Company does not repay its debt in full by April 30, 2004.

Nexstar Transaction

On September 12, 2003, Quorum reached a definitive agreement to sell all of its subsidiaries to Nexstar Broadcasting Group, Inc. (“Nexstar”). On the same date, Quorum also entered into a management and consulting services agreement with Nexstar pursuant to which Nexstar will perform certain management functions for Quorum pending completion of the sale. Nexstar will receive no compensation under the agreement provided that the sale closes before March 31, 2004. Quorum will however reimburse Nexstar for any expenses incurred. After March 31, 2004, the agreement requires Quorum to pay a quarterly management fee to Nexstar equal to 50% of the cost savings to Quorum resulting from Nexstar’s performance of certain management functions.

16. Valuation and Qualifying Accounts

Allowance for doubtful accounts roll forward:

	Balance at beginning of period		Charged in operations		Deductions		Balance at end of period
	(dollars in thousands)
Year ended December 31, 2002—allowance for doubtful accounts	$	600	$	620	$	945	$	275
Year ended December 31, 2001—allowance for doubtful accounts		512		992		904		600
Year ended December 31, 2000—allowance for doubtful accounts		192		937		617		512

F-97

QUORUM BROADCAST HOLDINGS, LLC

(A Limited Liability Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

17. Restatement

In connection with the adoption of SFAS No. 142 on January 1, 2002, the Company assessed the realizability of all deferred tax assets in future years and provided additional valuation allowance on certain assets that were no longer considered realizable. Management subsequently determined that the basis for assessing realizability of certain deferred tax assets on indefinite lived assets should not have included the benefit from deferred tax liabilities on certain other indefinite lived assets. As a result, the Company has restated its financial statements as of December 31, 2002 and for the twelve months ended December 31, 2002 and as of June 30, 2003 and for the six months ended June 30, 2003 and 2002 to provide additional valuation allowance against certain of these deferred tax assets.

	Deferred Tax Liabilities		Total Members’ Deficit			Income Tax Benefit (Expense)			Net Loss
Balance at December 31, 2002
As previously reported	$	1,048	$	(71,133	)	$	70		$	(43,718	)
Adjustment to increase valuation allowance		3,071		(3,071	)		(3,071	)		(3,071	)

As revised	$	4,119	$	(74,204	)	$	(3,001	)	$	(46,789	)

Balance at June 30, 2002
As previously reported	$	1,138				$	(247	)	$	(28,599	)
Adjustment to increase valuation allowance		2,703					(2,703	)		(2,703	)

As revised	$	3,841				$	(2,950	)	$	(31,302	)

Balance at June 30, 2003
As previously reported	$	1,363	$	(85,256	)	$	(405	)	$	(6,743	)
Adjustment to increase valuation allowance		3,448		(3,448	)		(377	)		(377	)

As revised	$	4,811	$	(88,704	)	$	(782	)	$	(7,120	)

F-98

10,000,000 Shares

Nexstar Broadcasting Group, Inc.

Class A Common Stock

Prospectus

, 2003

Banc of America Securities LLC

Bear, Stearns & Co. Inc.

Lehman Brothers

UBS Investment Bank

RBC Capital Markets

Until , 2003, all dealers that buy, sell or trade the Class A common stock may be required to deliver a prospectus, regardless of whether they are participating in this offering. This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by Nexstar in connection with the sale of common stock being registered. All amounts are estimates except the SEC registration fee and the NASD filing fee.

SEC registration fee	$	16,609
NASD filing fee		18,900
Nasdaq National Market listing fee		100,000
Printing and engraving costs		1,000,000
Legal fees and expenses		1,500,000
Accounting fees and expenses		1,500,000
Blue Sky fees and expenses		50,000
Transfer Agent and Registrar fees		2,500
Miscellaneous expenses		312,000

Total	$	4,500,000

Item 14. Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law permits a corporation to include in its charter documents, and in agreements between the corporation and its directors and officers, provisions expanding the scope of indemnification beyond that specifically provided by the current law.

Article Fifth of our certificate of incorporation provides for the indemnification of directors and officers to the fullest extent permissible under Delaware law.

Article Fifth of our articles of incorporation also provides for the indemnification of officers, directors and third parties acting on our behalf if such person acted in good faith and in a manner reasonably believed to be in and not opposed to our best interest, and, with respect to any criminal action or proceeding, the indemnified party had no reason to believe his or her conduct was unlawful.

Reference is also made to Section 8 of the Underwriting Agreement contained in Exhibit 1.1 hereto, indemnifying officers and directors of Nexstar against certain liabilities.

Item 15. Recent Sales of Unregistered Securities

In the past three years, we have issued unregistered securities to a limited number of persons, as described below. None of these transactions involved any underwriters, underwriting discounts or commissions, or any public offering, and we believe that each transaction was exempt from the registration requirements of the Securities Act by virtue of Section 4(2) thereof, Regulation D promulgated thereunder or Rule 701 pursuant to compensatory benefit plans and contracts relating to compensation as provided under such Rule 701. The recipients of securities in each such transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the share certificates and instruments issued in such transactions. All recipients had adequate access, through their relationships with us, to information about us.

II-1

The following is a summary of sales of securities by our subsidiaries during the past three years involving securities that were not registered under the Securities Act of 1933:

•

In November 1999 ABRY Broadcast Partners II, L.P., or ABRY II, purchased approximately $1.46 million of Series A-2 membership interests in Nexstar Broadcasting Group, L.L.C., ABRY Broadcasting Partners III, L.P., or ABRY III, purchased approximately $1.46 million of Series A-2 membership interests in Nexstar Broadcasting Group, L.L.C., and Perry Sook, our President and Chief Executive Officer purchased approximately $77,200 of Series A-2 membership interests and approximately $760 of Series B-2 membership interests in Nexstar Broadcasting Group L.L.C.;

•

In December 1999 members of our management purchased approximately $22,800 of Series C-2 membership interests in Nexstar Broadcasting Group, L.L.C.

•

During 2000, members of our management also purchased approximately $10,100 of Series C-2 membership interests in Nexstar Broadcasting Group, L.L.C.;

•

In January 2001 ABRY II purchased approximately $7.3 million of Series A-2 membership interests in Nexstar Broadcasting Group, L.L.C., ABRY III purchased approximately $7.3 million of Series A-2 membership interests in Nexstar Broadcasting Group, L.L.C., and Perry Sook purchased approximately $386,000 of Series A-2 membership interests and approximately $3,800 of Series B-2 membership interests in Nexstar Broadcasting Group L.L.C. Nexstar Broadcasting Group, L.L.C. also repurchased approximately $3,000 of Series C-2 membership interests from a former member of our management;

•

In May 2001, Nexstar Finance Holdings, L.L.C. issued Units consisting of $36.998 million aggregate principal amount at maturity of 16% Senior Discount Notes and Series B common stock issued by Nexstar Broadcasting Group, Inc. (then known as Nexstar Equity Corp.) to Banc of America Securities LLC, as initial purchaser. As part of the sale of the Units, Nexstar Broadcasting Group, L.L.C. issued Series D-1 membership interests to Nexstar Equity Corp. which in turn issued Series B common stock to purchasers of the Units. Pursuant to the reorganization, the Series B common stock issued in connection of the sale of the Units will be converted into shares of Class A common stock of Nexstar Broadcasting Group, Inc.;

•

In August 2001, BACI purchased $40 million of Series AA preferred membership interests in Nexstar Broadcasting Group, L.L.C. In connection with the purchase of the Series AA preferred membership interests, BACI also received Series D-2 membership interests in Nexstar Broadcasting Group L.L.C. In connection with the recapitalization, Nexstar Broadcasting Group, L.L.C. will be merged into Nexstar Broadcasting Group, Inc. As part of the reorganization, the Series D-2 membership interests owned by BACI will be converted into shares of Class C common stock issued by Nexstar Broadcasting Group, Inc. Part of the proceeds of the offering of the Class A common stock of Nexstar Broadcasting Group, Inc. will be used to redeem BACI’s Series AA preferred membership interests. In addition, ABRY II purchased approximately $7.7 million of Series A-2 interests in Nexstar Broadcasting Group, L.L.C., ABRY III purchased approximately $16.8 million of Series A-2 membership interests in Nexstar Broadcasting Group, L.L.C., and Perry Sook purchased approximately $645,000 of Series A-2 membership interests in Nexstar Broadcasting Group, L.L.C. and approximately $6,300 of Series B-2 membership interests in Nexstar Broadcasting Group, L.L.C.; and

•

In November 2001, ABRY III purchased $15 million of Series BB preferred membership interests issued by Nexstar Broadcasting Group, L.L.C. In May 2003, pursuant to the terms of the limited liability company agreement of Nexstar Broadcasting Group, L.L.C., all of the Series BB preferred membership interests were converted into Class A-2 common interests of Nexstar Broadcasting Group, L.L.C.

From inception to the date of this offering, we have not issued options. Upon completion of this offering, we will issue options to acquire 1,060,000 shares of our Class A common stock to certain employees. These options have exercise prices equal to the initial public offering price per share. The issuance of options will be made pursuant to Rule 701 promulgated under the Act.

II-2

Item 16. Exhibits and Financial Statement Schedules

(a)

Exhibits

Exhibit No.			Exhibit Index
1.1			Form of Underwriting Agreement
2.1			[Intentionally omitted.]
2.2			Form of Agreement of Merger among Nexstar Broadcasting Group, Inc., Nexstar Broadcasting Group, L.L.C., Nexstar Broadcasting of Northeastern Pennsylvania, Inc., Nexstar Broadcasting of Joplin, Inc., Nexstar Broadcasting of Erie, Inc., KBTV Broadcasting Inc., KFDX Broadcasting Inc., Nexstar Broadcasting of Rochester, Inc., KTAB Broadcasting Inc., ERC Holdings, Inc., Nexstar Midwest Holdings, Inc., Nexstar Broadcasting of Champaign, Inc., Nexstar Broadcasting of Peoria, Inc., KMID Broadcasting Inc., KTAL Broadcasting Inc., Nexstar Alabama Holdings, Inc., Nexstar Arkansas Holdings, Inc. and Nexstar Finance Holdings II, L.L.C.
3.1			Form of Restated Certificate of Incorporation of Nexstar Broadcasting Group, Inc.
3.2			Form of Amended and Restated By-Laws of Nexstar Broadcasting Group, Inc.
4.1			Specimen Class A Common Stock Certificate
4.2			Form of Stockholders Agreement among Nexstar Broadcasting Group, Inc., ABRY Broadcast Partners II, L.P., ABRY Broadcast Partners III, L.P., Perry A. Sook and the other stockholders named therein.
5.1			Opinion of Kirkland & Ellis LLP
10.1			Indenture, among Nexstar Finance Holdings, L.L.C., Nexstar Finance Holdings, Inc., Bastet Broadcasting, Inc., Mission Broadcasting of Wichita Falls, Inc., Nexstar Broadcasting Group, L.L.C. and The Bank of New York, as successor to United States Trust Company of New York, dated as of May 17, 2001. (Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-4 (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)
10.2			Supplemental Indenture, among Nexstar Finance Holdings, L.L.C., Nexstar Finance Holdings, Inc., Nexstar Finance Holdings II, L.L.C. and The Bank of New York, dated August 6, 2001. (Incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-4 (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)
10.3			Indenture, among Nexstar Finance, L.L.C., Nexstar Finance, Inc., the guarantors party thereto and The Bank of New York, as successor to United States Trust Company of New York, dated as of March 16, 2001. (Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)
10.4			Unit Agreement, among Nexstar Finance Holdings, L.L.C., Nexstar Finance Holdings, Inc., Nexstar Equity Corp., Nexstar Broadcasting Group, L.L.C. and The Bank of New York, as successor to United States Trust Company of New York, dated as of May 17, 2001. (Incorporated by reference to Exhibit 10.2 to Registration Statement on Form S-4 (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)
10.5			Second Amendment to Credit Agreement, Limited Consent and Limited Waiver, dated as of June 5, 2002, among Nexstar Finance, L.L.C., Nexstar Broadcasting Group, L.L.C., the Parent Guarantors named therein, the several banks named therein and Bank of America, N.A. (Incorporated by reference to Exhibit 10.5 to Quarterly Report on Form 10-Q (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)
10.6			First Amendment to Amended and Restated Credit Agreement and Limited Consent dated as of November 14, 2001, among Nexstar Finance, L.L.C., Bank of America, N.A. and the other parties signatory thereto. (Incorporated by reference to Exhibit 10.4 to Annual Report on Form 10-K (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

II-3

Exhibit No.		Exhibit Index
10.7		Amended and Restated Credit Agreement, dated as of June 14, 2001, by and among Nexstar Finance, L.L.C., Nexstar Broadcasting Group, L.L.C. and certain of its Subsidiaries from time to time parties thereto, the several financial institutions from time to time parties thereto, Bank of America, N.A., Barclays Bank PLC and First Union National Bank. (Incorporated by reference to Exhibit 10.4 to Registration Statement on Form S-4 (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.8		First Amendment to Credit Agreement and Limited Consent, among Nexstar Finance, L.L.C., Nexstar Broadcasting Group, L.L.C., the Parent Guarantors named therein, the several Banks named therein and Bank of America, N.A., dated as of May 17, 2001. (Incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-4 (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.9		Credit Agreement, by and among Nexstar Finance, L.L.C., the parent guarantors party thereto, Bank of America, N.A., CIBC Inc., Firstar Bank, N.A., Barclays Bank PLC and First Union National Bank, dated as of January 12, 2001. (Incorporated by reference to Exhibit 10.2 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.10		Fourth Amendment to Credit Agreement, Limited Consent and Limited Waiver, dated as of June 5, 2002, among Bastet Broadcasting, Inc., Mission Broadcasting of Wichita Falls, Inc., Mission Broadcasting of Joplin, Inc., the several banks named therein and Bank of America, N.A. (Incorporated by reference to Exhibit 10.10 to Quarterly Report on Form 10-Q (File No. 333-68964) filed by Nexstar Financial Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.11		Third Amendment to Credit Agreement, Limited Consent and Assumption Agreement Consent, dated as of November 14, 2001, among Bastet Broadcasting, Inc., Mission Broadcasting of Wichita Falls, Inc. and Mission Broadcasting of Joplin, Inc., Bank of America, N.A. and the other parties signatories thereto. (Incorporated by reference to Exhibit 10.8 to Report on Form 10-K (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.12		Credit Agreement, by and among Bastet Broadcasting, Inc., Mission Broadcasting of Wichita Falls, Inc., Bank of America, N.A., Barclays Bank PLC and First Union National Bank, dated as of January 12, 2001. (Incorporated by reference to Exhibit 10.3 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.13		Guaranty Agreement, dated as of January 12, 2001, executed by Nexstar Broadcasting Group, L.L.C. and Nexstar Finance Holdings, L.L.C. in favor of the guaranteed parties defined therein. (Incorporated by reference to Exhibit 10.4 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.14		Guaranty Agreement, dated as of January 12, 2001, executed by the direct subsidiaries of Nexstar Broadcasting Group, L.L.C. in favor of the guaranteed parties defined therein. (Incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.15		Guaranty Agreement, dated as of January 12, 2001, executed by Nexstar Finance Holdings, Inc. in favor of the guaranteed parties defined therein. (Incorporated by reference to Exhibit 10.6 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.16		Guaranty Agreement, dated as of January 12, 2001, executed by the subsidiary guarantors defined therein in favor of the guaranteed parties defined therein. (Incorporated by reference to Exhibit 10.7 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

II-4

Exhibit No.		Exhibit Index
10.17		Guaranty Agreement, dated as of January 12, 2001, executed by Bastet Broadcasting, Inc. and Mission Broadcasting of Wichita Falls, Inc. (Incorporated by reference to Exhibit 10.8 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.18		Security Agreement, dated as of January 12, 2001, made by each of the Nexstar entities defined therein in favor of Bank of America, N.A., as collateral agent. (Incorporated by reference to Exhibit 10.9 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.19		Pledge and Security Agreement, dated as of January 12, 2001, made by each of the Nexstar entities defined therein in favor of Bank of America, N.A., as collateral agent. (Incorporated by reference to Exhibit 10.10 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.20**		Addendum to Employment Agreement, dated as of August 25, 2003, by and between Perry A. Sook and Nexstar Broadcasting Group, Inc.

10.21		Executive Employment Agreement, dated as of January 5, 1998, by and between Perry A. Sook and Nexstar Broadcasting Group, Inc., as amended on January 5, 1999. (Incorporated by reference to Exhibit 10.11 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.22		Amendment to Employment Agreement, dated as of May 10, 2001, by and between Perry A. Sook and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.12 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.23		[Intentionally omitted.]

10.24		Executive Employment Agreement, dated as of January 5, 1998, by and between Duane Lammers and Nexstar Broadcasting Group, Inc., as amended on December 31, 1999. (Incorporated by reference to Exhibit 10.13 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.25		Addendum to Employment Agreement, dated February 9, 2001, by and between Duane Lammers and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.14 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.26		Executive Subscription Agreement, dated as of December 31, 1999, by and between Duane Lammers and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.15 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.27		Addendum to Employment Agreement, dated as of August 28, 2003, by and between Shirley Green and Nexstar Broadcasting Group, Inc.

10.28		Executive Employment Agreement, dated as of January 5, 1998, by and between Shirley Green and Nexstar Broadcasting Group, Inc., as amended on December 31, 1999. (Incorporated by reference to Exhibit 10.16 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.29		Second Addendum to Employment Agreement, dated as of February 6, 2002, by and between Shirley Green and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.20 to Annual Report on Form 10-K (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.30		Executive Subscription Agreement, dated as of December 31, 1999, by and between Shirley Green and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.17 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

II-5

Exhibit No.		Exhibit Index
10.31		Executive Employment Agreement, dated as of December 31, 1999, by and between Susana G. Willingham and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.18 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.32		Executive Employment Agreement, dated as of December 31, 1999, by and between Richard Stolpe and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.19 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.33		Assignment and Assumption Agreement, dated as of August 6, 2001, by Nexstar Finance Holdings II, L.L.C. and Nexstar Finance Holdings, L.L.C. (Incorporated by reference to Exhibit 10.20 to Registration Statement on Form S-4 (File No. 333-68694) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.34		Purchase and Sale Agreement, dated as of December 31, 2001, by and among Mission Broadcasting of Joplin, Inc., GOCOM Broadcasting of Joplin, L.L.C. and GOCOM of Joplin License Sub, L.L.C. (Incorporated by reference to Exhibit 10.24 to Annual Report on Form 10-K (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.35		Time Brokerage Agreement, dated as of December 31, 2001, by and between GOCOM of Joplin License Sub, L.L.C. and Mission Broadcasting of Joplin, Inc. (Incorporated by reference to Exhibit 10.25 to Annual Report on Form 10-K (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.36		Outsourcing Agreement, dated as of December 1, 2001, by and among WYZZ, Inc., WYZZ License, Inc., and Nexstar Broadcasting of Peoria, L.L.C. (Incorporated by reference to Exhibit 10.26 to Annual Report on Form 10-K (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.37**		Third Amendment to Individual Loan Agreement by and between Perry A. Sook and Bank of America, N.A.

10.38**		Form of Limited Guaranty

10.39		[Intentionally omitted.]

10.40**		Securities Purchase Agreement between Nexstar Broadcasting Group, L.L.C., as Issuer, and BACI, as Purchaser, dated as of August 7, 2001

10.41		Form of Nexstar Broadcasting Group, Inc. 2003 Long-Term Incentive Plan

10.42**		Option Agreement, dated as of June 1, 1999, among Mission Broadcasting of Wichita Falls, Inc., David Smith and Nexstar Broadcasting of Wichita Falls, L.P.

10.43**		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.

10.44**		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.

10.45**		Option Agreement, dated as of May 19, 1998, among Bastet Broadcasting, Inc., David Smith and Nexstar Broadcasting of Northeastern Pennsylvania, L.P.

10.46**		Shared Services Agreement, dated as of January 5, 1998, between Nexstar Broadcasting Group, L.P. and Bastet Broadcasting, Inc.

10.47**		Option Agreement, dated as of November 30, 1998, among Bastet Broadcasting, Inc., David Smith and Nexstar Broadcasting Group, LLC.

10.48**		Time Brokerage Agreement, dated as of April 1, 1996, by and between SJL Communications, L.P. and NV Acquisition Co.

II-6

Exhibit No.		Exhibit Index
10.49**		Amendment, dated as of July 31, 1998, to Time Brokerage Agreement dated as of April 1, 1996, between SJL Communications, L.P. and NV Acquisition Co.

10.50**		Option Agreement, dated as of April 1, 2002, by and between Mission Broadcasting of Joplin, Inc. and Nexstar Broadcasting of Joplin, L.L.C.

10.51**		Shared Services Agreement, dated as of April 1, 2002, by and between Mission Broadcasting of Joplin, Inc. and Nexstar Broadcasting of Joplin, L.L.C.

10.52**		Addendum to Employment Agreement, dated as of August 14, 2002, by and between Duane Lammers and Nexstar Broadcasting Group, Inc.

10.53		Fifth Amendment to Credit Agreement and Limited Consent, dated as of September 30, 2002, among Bastet Broadcasting, Inc., Mission Broadcasting of Wichita Falls, Inc., Mission Broadcasting of Joplin, Inc., the several banks named therein and Bank of America, N.A. (Incorporated by reference to Exhibit 10.53 to Quarterly Report on Form 10-Q (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.54**		Amendment to Option Agreements, dated as of October 18, 2002, among Mission Broadcasting, Inc., David Smith, Nexstar Broadcasting of Northeastern Pennsylvania, L.L.C., Nexstar Broadcasting Group, L.L.C., Nexstar Broadcasting of Wichita Falls, L.L.C. and Nexstar Broadcasting of Joplin, L.L.C.

10.55**		Modifications to Employment Agreement, dated as of September 26, 2002, by and between Perry A. Sook and Nexstar Broadcasting Group, Inc.

10.56		Asset Purchase Agreement, dated as of December 13, 2002, by and among LIN Television Corporation, TVL Broadcasting of Abilene, Inc., Abilene Broadcasting, L.L.C. and Mission Broadcasting, Inc. (Incorporated by reference to Exhibit 10.47 to Annual Report on Form 10-K (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.57		Local Marketing Agreement, dated as of December 13, 2002, by and among LIN Television Corporation, TVL Broadcasting of Abilene, Inc., Abilene Broadcasting, L.L.C. and Mission Broadcasting, Inc. (Incorporated by reference to Exhibit 10.48 to Annual Report on Form 10-K (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.58		Stock Purchase Agreement, dated as of December 30, 2002, by and among Nexstar Broadcasting Group, L.L.C., Nexstar Broadcasting of Little Rock, L.L.C., Nexstar Broadcasting of Dothan, L.L.C., Morris Network, Inc. United Broadcasting Corporation, KARK-TV, Inc. and Morris Network of Alabama, Inc. (Incorporated by reference to Exhibit 10.49 to Annual Report on Form 10-K (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.59		Time Brokerage Agreement, dated as of December 30, 2002, by and between KARK-TV, Inc. and Nexstar Broadcasting of Little Rock, L.L.C. (Incorporated by reference to Exhibit 10.50 to Annual Report on Form 10-K (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.60		Time Brokerage Agreement, dated as of December 30, 2002, by and between Morris Network of Alabama, Inc. and Nexstar Broadcasting of Dothan, L.L.C. (Incorporated by reference to Exhibit 10.51 to Annual Report on Form 10-K (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.61		Second Amended and Restated Credit Agreement, dated as of February 13, 2003, among Nexstar Finance, L.L.C., Nexstar Broadcasting Group, L.L.C. and certain of its subsidiaries from time to time parties thereto, the several financial institutions from time to time parties thereto, Bank of America, N.A., as Administrative Agent, Bear Stearns Corporate Lending Inc., as Syndication Agent, and Royal Bank of Canada, General Electric Capital Corporation and Merrill Lynch Capital, a Division of Merrill Lynch Business Financial Services Inc., as Co-Documentation Agents. (Incorporated by reference to Exhibit 10.52 to Annual Report on Form 10-K (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

II-7

Exhibit No.		Exhibit Index

10.62		Amended and Restated Credit Agreement, dated as of February 13, 2003, among Mission Broadcasting, Inc., the several financial institutions from time to time parties thereto, Bank of America, N.A., as Administrative Agent, Bear Stearns Corporate Lending Inc., as Syndication Agent, and Royal Bank of Canada, General Electric Capital Corporation and Merrill Lynch Capital, a Division of Merrill Lynch Business Financial Services Inc., as Co-Documentation Agents. (Incorporated by reference to Exhibit 10.53 to Annual Report on Form 10-K (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.63**		Shared Services Agreement, dated as of June 13, 2003, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting of Abilene, L.L.C.

10.64**		Option Agreement, dated as of June 13, 2003, among Mission Broadcasting, Inc., David Smith and Nexstar Broadcasting of Abilene, L.L.C.

10.65		Shared Services Agreement, dated as of May 9, 2003, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting of the Midwest, Inc. (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q (File No. 333-62916-02) filed by Mission Broadcasting, Inc.)

10.66		Agreement for the Sale of Commercial Time, dated as of May 9, 2003, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting of the Midwest, Inc. (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q (File No. 333-62916-02) filed by Mission Broadcasting, Inc.)

10.67		Option Agreement, dated as of May 9, 2003, among Mission Broadcasting, Inc., David Smith and Nexstar Broadcasting of the Midwest, Inc. (Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q (File No. 333-62916-02) filed by Mission Broadcasting, Inc.)

10.68**		Executive Employment Agreement, dated as of September 11, 2000, by and between Timothy Busch and Nexstar Broadcasting of Rochester, L.L.C.

10.69**		Addendum to Employment Agreement, dated as of August 14, 2002, by and between Timothy Busch and Nexstar Broadcasting Group, Inc.

10.70**		Executive Employment Agreement, dated as of May 1, 2003, by and between Brian Jones and Nexstar Broadcasting Group, L.L.C.

10.71		Indenture, among Nexstar Finance Holdings, L.L.C., Nexstar Finance Holdings, Inc., Mission Broadcasting, Inc. and The Bank of New York, dated as of March 27, 2003. (Incorporated by reference to Exhibit 4.4 to Quarterly Report on Form 10-Q (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.72		Registration Rights Agreement, by and among Nexstar Finance Holdings, L.L.C., Nexstar Finance Holdings, Inc., Banc of America Securities LLC and Bear, Stearns & Co. Inc., dated as of March 27, 2003. (Incorporated by reference to Exhibit 4.2 to Quarterly Report on Form 10-Q (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.73		Reorganization Agreement, dated as of September 12, 2003, between Nexstar Broadcasting Group, L.L.C. and Quorum Broadcast Holdings, LLC. (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.74		Addendum to Employment Agreement, dated as of May 20, 2003, by and between Duane A. Lammers and Nexstar Broadcasting Group, Inc.

10.75		Addendum to Employment Agreement, dated as of August 28, 2003, by and between Duane A. Lammers and Nexstar Broadcasting Group, Inc.

10.76		Addendum to Employment Agreement, dated as of May 12, 2003, by and between Timothy C. Busch and Nexstar Broadcasting Group, Inc.

10.77		Addendum to Employment Agreement, dated as of August 28, 2003, by and between Timothy C. Busch and Nexstar Broadcasting Group, Inc.

II-8

Exhibit No.		Exhibit Index

10.78		Addendum to Employment Agreement, dated as of August 28, 2003, by and between Brian Jones and Nexstar Broadcasting Group, Inc.

10.79**		Limited Consent and Limited Waiver to Credit Agreement, dated as of September 5, 2003, among Nexstar Finance, L.L.C., Nexstar Broadcasting Group, L.L.C., the other Parent Guarantors parties thereto, the several Banks parties thereto and Bank of America, N.A.

10.80**		Limited Consent and Limited Waiver to Credit Agreement, dated as of September 5, 2003, and Mission Broadcasting, Inc., the several Banks parties thereto and Bank of America, N.A.

10.81**		Limited Consent, Waiver and Seventh Amendment to Credit Agreement, dated as of September 5, 2003, among Quorum Broadcasting Company, Inc., Quorum Broadcasting Company, LLC, VHR Broadcasting, Inc., Mission Broadcasting of Amarillo, Inc., Quorum Broadcast Holdings, LLC, Quorum Broadcast Holdings, Inc., the Lenders parties thereto and Bank of America, N.A.

10.82		Employment Agreement, dated as of September 1, 2003, by and between G. Robert Thompson and Nexstar Broadcasting Group, Inc.

10.83		Amendment No. 1 to the Reorganization Agreement, dated as of November 3, 2003, by and between Nexstar Broadcasting Group, L.L.C. and Quorum Broadcast Holdings, LLC. (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.84		Purchase and Sale Agreement, dated as of October 13, 2003, by and between Nexstar Finance, L.L.C. and J.D.G. Television, Inc. (Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.85		Time Brokerage Agreement, dated as of October 13, 2003, by and between Nexstar Finance, L.L.C. and J.D.G. Television, Inc. (Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.86		Addendum to Employment Agreement, dated as of August 25, 2003, by and between Susana Willingham and Nexstar Broadcasting Group, Inc.

10.87		Addendum to Employment Agreement, dated as of August 28, 2003, by and between Richard Stolpe and Nexstar Broadcasting Group, Inc.

12.1		Ratio of Combined Earnings to Fixed Charges and Preferred Dividends

21.1		Subsidiaries of Nexstar Broadcasting Group, Inc.

23.1**		Consent of Kirkland & Ellis LLP (included in Exhibit 5.1)

23.2		Consents of PricewaterhouseCoopers LLP

23.3		Consent of KPMG LLP

24.1		Power of Attorney (included on signature page)

99.1**		Consent of Geoff Armstrong

99.2**		Consent of Michael Donovan

99.3**		Consent of I. Martin Pompadur

Previously filed.

(b)

Financial Statement Schedules

Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Item 17. Undertakings

We hereby undertake to provide to the underwriters at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

II-9

Insofar as indemnification by the Registrant for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referenced in Item 14 of this Registration Statement or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We hereby undertake that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of Prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of Prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 17 day of November, 2003.

N EXSTAR B ROADCASTING G ROUP , I NC .

By:		/ S / P ERRY A. S OOK

		Perry A. Sook, President and Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date

* Perry A. Sook	President and Chief Executive Officer, Director (Principal Executive Officer)	November 17, 2003

* G. Robert Thompson	Chief Financial Officer (Principal Financial Officer)	November 17, 2003

* Shirley E. Green	Vice President—Finance and Secretary (Principal Accounting Officer)	November 17, 2003

* Blake Battaglia	Director	November 17, 2003

* Erik Brooks	Director	November 17, 2003

* Jay M. Grossman	Director	November 17, 2003

* Peggy Koenig	Director	November 17, 2003

* Royce Yudkoff	Director	November 17, 2003

* By power of attorney

By: / S / P ERRY A. S OOK Perry A. Sook Attorney-in-Fact

II-11

EXHIBIT INDEX

Exhibit No.			Description
1.1			Form of Underwriting Agreement

2.1			[Intentionally omitted.]

2.2			Form of Agreement of Merger among Nexstar Broadcasting Group, Inc., Nexstar Broadcasting Group, L.L.C., Nexstar Broadcasting of Northeastern Pennsylvania, Inc., Nexstar Broadcasting of Joplin, Inc., Nexstar Broadcasting of Erie, Inc., KBTV Broadcasting Inc., KFDX Broadcasting Inc., Nexstar Broadcasting of Rochester, Inc., KTAB Broadcasting Inc., ERC Holdings, Inc., Nexstar Midwest Holdings, Inc., Nexstar Broadcasting of Champaign, Inc., Nexstar Broadcasting of Peoria, Inc., KMID Broadcasting Inc., KTAL Broadcasting Inc., Nexstar Alabama Holdings, Inc., Nexstar Arkansas Holdings, Inc. and Nexstar Finance Holdings II, L.L.C.

3.1			Form of Restated Certificate of Incorporation of Nexstar Broadcasting Group, Inc.

3.2			Form of Amended and Restated By-Laws of Nexstar Broadcasting Group, Inc.

4.1			Specimen Class A Common Stock Certificate

4.2			Form of Stockholders Agreement among Nexstar Broadcasting Group, Inc., ABRY Broadcast Partners II, L.P., ABRY Broadcast Partners III, L.P., Perry A. Sook and the other stockholders named therein.

5.1			Opinion of Kirkland & Ellis LLP

10.1			Indenture, among Nexstar Finance Holdings, L.L.C., Nexstar Finance Holdings, Inc., Bastet Broadcasting, Inc., Mission Broadcasting of Wichita Falls, Inc., Nexstar Broadcasting Group, L.L.C. and The Bank of New York, as successor to United States Trust Company of New York, dated as of May 17, 2001. (Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-4 (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.2			Supplemental Indenture, among Nexstar Finance Holdings, L.L.C., Nexstar Finance Holdings, Inc., Nexstar Finance Holdings II, L.L.C. and The Bank of New York, dated August 6, 2001. (Incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-4 (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.3			Indenture, among Nexstar Finance, L.L.C., Nexstar Finance, Inc., the guarantors party thereto and The Bank of New York, as successor to United States Trust Company of New York, dated as of March 16, 2001. (Incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.4			Unit Agreement, among Nexstar Finance Holdings, L.L.C., Nexstar Finance Holdings, Inc., Nexstar Equity Corp., Nexstar Broadcasting Group, L.L.C. and The Bank of New York, as successor to United States Trust Company of New York, dated as of May 17, 2001. (Incorporated by reference to Exhibit 10.2 to Registration Statement on Form S-4 (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.5			Second Amendment to Credit Agreement, Limited Consent and Limited Waiver, dated as of June 5, 2002, among Nexstar Finance, L.L.C., Nexstar Broadcasting Group, L.L.C., the Parent Guarantors named therein, the several banks named therein and Bank of America, N.A. (Incorporated by reference to Exhibit 10.5 to Quarterly Report on Form 10-Q (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.6			First Amendment to Amended and Restated Credit Agreement and Limited Consent dated as of November 14, 2001, among Nexstar Finance, L.L.C., Bank of America, N.A. and the other parties signatory thereto. (Incorporated by reference to Exhibit 10.4 to Annual Report on Form 10-K (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

II-12

Exhibit No.		Description
10.7		Amended and Restated Credit Agreement, dated as of June 14, 2001, by and among Nexstar Finance, L.L.C., Nexstar Broadcasting Group, L.L.C. and certain of its Subsidiaries from time to time parties thereto, the several financial institutions from time to time parties thereto, Bank of America, N.A., Barclays Bank PLC and First Union National Bank. (Incorporated by reference to Exhibit 10.4 to Registration Statement on Form S-4 (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.8		First Amendment to Credit Agreement and Limited Consent, among Nexstar Finance, L.L.C., Nexstar Broadcasting Group, L.L.C., the Parent Guarantors named therein, the several Banks named therein and Bank of America, N.A., dated as of May 17, 2001. (Incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-4 (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.9		Credit Agreement, by and among Nexstar Finance, L.L.C., the parent guarantors party thereto, Banc of America, N.A., CIBC Inc., Firstar Bank, N.A., Barclays Bank PLC and First Union National Bank, dated as of January 12, 2001. (Incorporated by reference to Exhibit 10.2 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.10		Fourth Amendment to Credit Agreement, Limited Consent and Limited Waiver, dated as of June 5, 2002, among Bastet Broadcasting, Inc., Mission Broadcasting of Wichita Falls, Inc., Mission Broadcasting of Wichita Falls, Inc., Mission Broadcasting of Joplin, Inc., the several banks named therein and Bank of America, N.A. (Incorporated by reference to Exhibit 10.10 to Quarterly Report on Form 10-Q (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.11		Third Amendment to Credit Agreement, Limited Consent and Assumption Agreement Consent, dated as of November 14, 2001, among Bastet Broadcasting, Inc., Mission Broadcasting of Wichita Falls, Inc. and Mission Broadcasting of Joplin, Inc., Bank of America, N.A. and the other parties signatories thereto. (Incorporated by reference to Exhibit 10.8 to Report on Form 10-K (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.12		Credit Agreement, by and among Bastet Broadcasting, Inc., Mission Broadcasting of Wichita Falls, Inc., Bank of America, N.A., Barclays Bank PLC and First Union National Bank, dated as of January 12, 2001. (Incorporated by reference to Exhibit 10.3 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.13		Guaranty Agreement, dated as of January 12, 2001, executed by Nexstar Broadcasting Group, L.L.C. and Nexstar Finance Holdings, L.L.C. in favor of the guaranteed parties defined therein. (Incorporated by reference to Exhibit 10.4 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.14		Guaranty Agreement, dated as of January 12, 2001, executed by the direct subsidiaries of Nexstar Broadcasting Group, L.L.C. in favor of the guaranteed parties defined therein. (Incorporated by reference to Exhibit 10.5 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.15		Guaranty Agreement, dated as of January 12, 2001, executed by Nexstar Finance Holdings, Inc. in favor of the guaranteed parties defined therein. (Incorporated by reference to Exhibit 10.6 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.16		Guaranty Agreement, dated as of January 12, 2001, executed by the subsidiary guarantors defined therein in favor of the guaranteed parties defined therein. (Incorporated by reference to Exhibit 10.7 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.17		Guaranty Agreement, dated as of January 12, 2001, executed by Bastet Broadcasting, Inc. and Mission Broadcasting of Wichita Falls, Inc. (Incorporated by reference to Exhibit 10.8 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

II-13

Exhibit No.		Description
10.18		Security Agreement, dated as of January 12, 2001, made by each of the Nexstar entities defined therein in favor of Bank of America, N.A., as collateral agent. (Incorporated by reference to Exhibit 10.9 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.19		Pledge and Security Agreement, dated as of January 12, 2001, made by each of the Nexstar entities defined therein in favor of Bank of America, N.A., as collateral agent. (Incorporated by reference to Exhibit 10.10 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.20**		Addendum to Employment Agreement, dated as of August 25, 2003, by and between Perry A. Sook and Nexstar Broadcasting Group, Inc.

10.21		Executive Employment Agreement, dated as of January 5, 1998, by and between Perry A. Sook and Nexstar Broadcasting Group, Inc., as amended on January 5, 1999. (Incorporated by reference to Exhibit 10.11 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.22		Amendment to Employment Agreement, dated as of May 10, 2001, by and between Perry A. Sook and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.12 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.23		[Intentionally omitted.]

10.24		Executive Employment Agreement, dated as of January 5, 1998, by and between Duane Lammers and Nexstar Broadcasting Group, Inc., as amended on December 31, 1999. (Incorporated by reference to Exhibit 10.13 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.25		Addendum to Employment Agreement, dated February 9, 2001, by and between Duane Lammers and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.14 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.26		Executive Subscription Agreement, dated as of December 31, 1999, by and between Duane Lammers and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.15 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.27		Addendum to Employment Agreement, dated as of August 28, 2003, by and between Shirley Green and Nexstar Broadcasting Group, Inc.

10.28		Executive Employment Agreement, dated as of January 5, 1998, by and between Shirley Green and Nexstar Broadcasting Group, Inc., as amended on December 31, 1999. (Incorporated by reference to Exhibit 10.16 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.29		Second Addendum to Employment Agreement, dated as of February 6, 2002, by and between Shirley Green and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.20 to Annual Report on Form 10-K (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.30		Executive Subscription Agreement, dated as of December 31, 1999, by and between Shirley Green and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.17 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.31		Executive Employment Agreement, dated as of December 31, 1999, by and between Susana G. Willingham and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.18 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

II-14

Exhibit No.		Description
10.32		Executive Employment Agreement, dated as of December 31, 1999, by and between Richard Stolpe and Nexstar Broadcasting Group, Inc. (Incorporated by reference to Exhibit 10.19 to Registration Statement on Form S-4 (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.33		Assignment and Assumption Agreement, dated as of August 6, 2001, by Nexstar Finance Holdings II, L.L.C. and Nexstar Finance Holdings, L.L.C. (Incorporated by reference to Exhibit 10.20 to Registration Statement on Form S-4 (File No. 333-68694) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.34		Purchase and Sale Agreement, dated as of December 31, 2001, by and among Mission Broadcasting of Joplin, Inc., GOCOM Broadcasting of Joplin, L.L.C. and GOCOM of Joplin License Sub, L.L.C. (Incorporated by reference to Exhibit 10.24 to Annual Report on Form 10-K (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.35		Time Brokerage Agreement, dated as of December 31, 2001, by and between GOCOM of Joplin License Sub, L.L.C. and Mission Broadcasting of Joplin, Inc. (Incorporated by reference to Exhibit 10.25 to Annual Report on Form 10-K (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.36		Outsourcing Agreement, dated as of December 1, 2001, by and among WYZZ, Inc., WYZZ License, Inc., and Nexstar Broadcasting of Peoria, L.L.C. (Incorporated by reference to Exhibit 10.26 to Annual Report on Form 10-K (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.37**		Third Amendment to Individual Loan Agreement by and between Perry A. Sook and Bank of America, N.A.

10.38**		Form of Limited Guaranty

10.39		[Intentionally omitted.]

10.40**		Securities Purchase Agreement between Nexstar Broadcasting Group, L.L.C., as Issuer, and BACI, as Purchaser, dated as of August 7, 2001

10.41		Form of Nexstar Broadcasting Group, Inc. 2003 Long-Term Incentive Plan

10.42**		Option Agreement, dated as of June 1, 1999, among Mission Broadcasting of Wichita Falls, Inc., David Smith and Nexstar Broadcasting of Wichita Falls, L.P.

10.43**		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.

10.44**		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.

10.45**		Option Agreement, dated as of May 19, 1998, among Bastet Broadcasting, Inc., David Smith and Nexstar Broadcasting of Northeastern Pennsylvania, L.P.

10.46**		Shared Services Agreement, dated as of January 5, 1998, between Nexstar Broadcasting Group, L.P. and Bastet Broadcasting, Inc.

10.47**		Option Agreement, dated as of November 30, 1998, among Bastet Broadcasting, Inc., David Smith and Nexstar Broadcasting Group, LLC.

10.48**		Time Brokerage Agreement, dated as of April 1, 1996, by and between SJL Communications, L.P. and NV Acquisition Co.

10.49**		Amendment, dated as of July 31, 1998, to Time Brokerage Agreement dated as of April 1, 1996, between SJL Communications, L.P. and NV Acquisition Co.

10.50**		Option Agreement, dated as of April 1, 2002, by and between Mission Broadcasting of Joplin, Inc. and Nexstar Broadcasting of Joplin, L.L.C.

II-15

Exhibit No.		Description
10.51**		Shared Services Agreement, dated as of April 1, 2002, by and between Mission Broadcasting of Joplin, Inc. and Nexstar Broadcasting of Joplin, L.L.C.

10.52**		Addendum to Employment Agreement, dated as of August 14, 2002, by and between Duane Lammers and Nexstar Broadcasting Group, Inc.

10.53		Fifth Amendment to Credit Agreement and Limited Consent, dated as of September 30, 2002, among Bastet Broadcasting, Inc., Mission Broadcasting of Wichita Falls, Inc., Mission Broadcasting of Joplin, Inc., the several banks named therein and Bank of America, N.A. (Incorporated by reference to Exhibit 10.53 to Quarterly Report on Form 10-Q (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.54**		Amendment to Option Agreements, dated as of October 18, 2002, among Mission Broadcasting, Inc., David Smith, Nexstar Broadcasting of Northeastern Pennsylvania, L.L.C., Nexstar Broadcasting Group, L.L.C., Nexstar Broadcasting of Wichita Falls, L.L.C. and Nexstar Broadcasting of Joplin, L.L.C.

10.55**		Modifications to Employment Agreement, dated as of September 26, 2002, by and between Perry A. Sook and Nexstar Broadcasting Group, Inc.

10.56		Asset Purchase Agreement, dated as of December 13, 2002, by and among LIN Television Corporation, TVL Broadcasting of Abilene, Inc., Abilene Broadcasting, L.L.C. and Mission Broadcasting, Inc. (Incorporated by reference to Exhibit 10.47 to Annual Report on Form 10-K (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.57		Local Marketing Agreement, dated as of December 13, 2002, by and among LIN Television Corporation, TVL Broadcasting of Abilene, Inc., Abilene Broadcasting, L.L.C. and Mission Broadcasting, Inc. (Incorporated by reference to Exhibit 10.48 to Annual Report on Form 10-K (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.58		Stock Purchase Agreement, dated as of December 30, 2002, by and among Nexstar Broadcasting Group, L.L.C., Nexstar Broadcasting of Little Rock, L.L.C., Nexstar Broadcasting of Dothan, L.L.C., Morris Network, Inc. United Broadcasting Corporation, KARK-TV, Inc. and Morris Network of Alabama, Inc. (Incorporated by reference to Exhibit 10.49 to Annual Report on Form 10-K (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.59		Time Brokerage Agreement, dated as of December 30, 2002, by and between KARK-TV, Inc. and Nexstar Broadcasting of Little Rock, L.L.C. (Incorporated by reference to Exhibit 10.50 to Annual Report on Form 10-K (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.60		Time Brokerage Agreement, dated as of December 30, 2002, by and between Morris Network of Alabama, Inc. and Nexstar Broadcasting of Dothan, L.L.C. (Incorporated by reference to Exhibit 10.51 to Annual Report on Form 10-K (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.61		Second Amended and Restated Credit Agreement, dated as of February 13, 2003, among Nexstar Finance, L.L.C., Nexstar Broadcasting Group, L.L.C. and certain of its subsidiaries from time to time parties thereto, the several financial institutions from time to time parties thereto, Bank of America, N.A., as Administrative Agent, Bear Stearns Corporate Lending Inc., as Syndication Agent, and Royal Bank of Canada, General Electric Capital Corporation and Merrill Lynch Capital, a Division of Merrill Lynch Business Financial Services Inc., as Co-Documentation Agents. (Incorporated by reference to Exhibit 10.52 to Annual Report on Form 10-K (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.62		Amended and Restated Credit Agreement, dated as of February 13, 2003, among Mission Broadcasting, Inc., the several financial institutions from time to time parties thereto, Bank of America, N.A., as Administrative Agent, Bear Stearns Corporate Lending Inc., as Syndication Agent,

II-16

Exhibit No.		Description
		and Royal Bank of Canada, General Electric Capital Corporation and Merrill Lynch Capital, a Division of Merrill Lynch Business Financial Services Inc., as Co-Documentation Agents. (Incorporated by reference to Exhibit 10.53 to Annual Report on Form 10-K (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.63**		Shared Services Agreement, dated as of June 13, 2003, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting of Abilene, L.L.C.

10.64**		Option Agreement, dated as of June 13, 2003, among Mission Broadcasting, Inc., David Smith and Nexstar Broadcasting of Abilene, L.L.C.

10.65		Shared Services Agreement, dated as of May 9, 2003, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting of the Midwest, Inc. (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q (File No. 333-62916-02) filed by Mission Broadcasting, Inc.)

10.66		Agreement for the Sale of Commercial Time, dated as of May 9, 2003, by and between Mission Broadcasting, Inc. and Nexstar Broadcasting of the Midwest, Inc. (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q (File No. 333-62916-02) filed by Mission Broadcasting, Inc.)

10.67		Option Agreement, dated as of May 9, 2003, among Mission Broadcasting, Inc., David Smith and Nexstar Broadcasting of the Midwest, Inc. (Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q (File No. 333-62916-02) filed by Mission Broadcasting, Inc.)

10.68**		Executive Employment Agreement, dated as of September 11, 2000, by and between Timothy Busch and Nexstar Broadcasting of Rochester, L.L.C.

10.69**		Addendum to Employment Agreement, dated as of August 14, 2002, by and between Timothy Busch and Nexstar Broadcasting Group, Inc.

10.70**		Executive Employment Agreement, dated as of May 1, 2003, by and between Brian Jones and Nexstar Broadcasting Group, L.L.C.

10.71		Indenture, among Nexstar Finance Holdings, L.L.C., Nexstar Finance Holdings, Inc., Mission Broadcasting, Inc. and The Bank of New York, dated as of March 27, 2003. (Incorporated by reference to Exhibit 4.4 to Quarterly Report on Form 10-Q (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.72		Registration Rights Agreement, by and among Nexstar Finance Holdings, L.L.C., Nexstar Finance Holdings, Inc., Banc of America Securities LLC and Bear, Stearns & Co. Inc., dated as of March 27, 2003. (Incorporated by reference to Exhibit 4.2 to Quarterly Report on Form 10-Q (File No. 333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)

10.73		Reorganization Agreement, dated as of September 12, 2003, between Nexstar Broadcasting Group, L.L.C. and Quorum Broadcast Holdings, LLC (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance Inc.)

10.74		Addendum to Employment Agreement, dated as of May 20, 2003, by and between Duane A. Lammers and Nexstar Broadcasting Group, Inc.

10.75		Addendum to Employment Agreement, dated as of August 28, 2003, by and between Duane A. Lammers and Nexstar Broadcasting Group, Inc.

10.76		Addendum to Employment Agreement, dated as of May 12, 2003, by and between Timothy C. Busch and Nexstar Broadcasting Group, Inc.

10.77		Addendum to Employment Agreement, dated as of August 28, 2003, by and between Timothy C. Busch and Nexstar Broadcasting Group, Inc.

10.78		Addendum to Employment Agreement, dated as of August 28, 2003, by and between Brian Jones and Nexstar Broadcasting Group, Inc.

II-17

Exhibit No.		Description

10.79**		Limited Consent and Limited Waiver to Credit Agreement, dated as of September 5, 2003, among Nexstar Finance, L.L.C., Nexstar Broadcasting Group, L.L.C., the other Parent Guarantors parties thereto, the several Banks parties thereto and Bank of America, N.A.

10.80**		Limited Consent and Limited Waiver to Credit Agreement, dated as of September 5, 2003, and Mission Broadcasting, Inc., the several Banks parties thereto and Bank of America, N.A.

10.81**		Limited Consent, Waiver and Seventh Amendment to Credit Agreement, dated as of September 5, 2003, among Quorum Broadcasting Company, Inc., Quorum Broadcasting Company, LLC, VHR Broadcasting, Inc., Mission Broadcasting of Amarillo, Inc., Quorum Broadcast Holdings, LLC, Quorum Broadcast Holdings, Inc., the Lenders parties thereto and Bank of America, N.A.

10.82		Employment Agreement, dated as of September 1, 2003, by and between G. Robert Thompson and Nexstar Broadcasting Group, Inc.

10.83		Amendment No. 1 to the Reorganization Agreement, dated as of November 3, 2003, by and between Nexstar Broadcasting Group, L.L.C. and Quorum Broadcast Holdings, LLC. (Incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.84		Purchase and Sale Agreement, dated as of October 13, 2003, by and between Nexstar Finance, L.L.C. and J.D.G. Television, Inc. (Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.85		Time Brokerage Agreement, dated as of October 13, 2003, by and between Nexstar Finance, L.L.C. and J.D.G. Television, Inc. (Incorporated by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q (File No. 333-62916) filed by Nexstar Finance, L.L.C. and Nexstar Finance, Inc.)

10.86		Addendum to Employment Agreement, dated as of August 25, 2003, by and between Susana Willingham and Nexstar Broadcasting Group, Inc.

10.87		Addendum to Employment Agreement, dated as of August 28, 2003, by and between Richard Stolpe and Nexstar Broadcasting Group, Inc.

12.1		Ratio of Combined Earnings to Fixed Charges and Preferred Dividends

21.1		Subsidiaries of Nexstar Broadcasting Group, Inc.

23.1**		Consent of Kirkland & Ellis LLP (Included in Exhibit 5.1.)

23.2		Consents of PricewaterhouseCoopers LLP

23.3		Consent of KPMG LLP

24.1		Power of Attorney (Included on signature page.)

99.1**		Consent of Geoff Armstrong

99.2**		Consent of Michael Donovan

99.3**		Consent of I. Martin Pompadur

Previously filed.

II-18

Exhibit 1.1

FORM OF UNDERWRITING AGREEMENT

Nexstar Broadcasting Group, Inc.

10,000,000 Shares

Class A Common Stock

UNDERWRITING AGREEMENT

dated November ., 2003

Banc of America Securities LLC
Bear, Stearns & Co. Inc.
Lehman Brothers Inc.
UBS Securities LLC
RBC Dain Rauscher Inc.

Underwriting Agreement

November ., 2003

BANC OF AMERICA SECURITIES LLC
BEAR, STEARNS & CO. INC.
LEHMAN BROTHERS INC.
UBS SECURITIES LLC
RBC DAIN RAUSCHER INC.

As Representatives of the several Underwriters

c/o BANC OF AMERICA SECURITIES LLC
9 West 57th Street, 31st Floor
New York, New York 10019

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, Stearns & Co. Inc., Lehman Brothers Inc., UBS Securities LLC and RBC Dain Rauscher 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.

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 Sinclair 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 Sinclair 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 Billings, LLC, Victor H. Rumore and Kenos Broadcasting II, Inc., an Agreement dated as of September 12, 2003 between VHR Broadcasting, Inc., Victor H. Rumore 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

"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 EDGAR System.

The Company hereby confirms its engagement of Lehman Brothers Inc. ("Lehman Brothers") as, and Lehman 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. Lehman 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:

(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 EDGAR (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.

(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

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 Morris 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 Morris 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 Morris 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.

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

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

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

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

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,

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

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.

(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 Kirkland & Ellis, LLP, 153 East 53rd Street, 39th Floor, New York, NY 10022
(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

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.

(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

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.

(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

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);

(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 Kirkland & Ellis 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 Biddle & Reath 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 Covington & Burling, 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,

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

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

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

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

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

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

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
9 West 57th Street
New York, New York 10019

Facsimile: (212) 583-8567
Attention: Legal Department

and

Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Facsimile: (212) 848-7179
Attention: Michael J. Schiavone

If to the Company:

Nexstar Broadcasting Group, Inc.

909 Lake Carolyn Parkway
Suite 1450
Irving, TX 75039
Facsimile: (972) 373-8888

Attention: President and Chief Executive Officer

with a copy to:

Kirkland & Ellis LLP
153 East 53rd Street
New York, New York 10022
Facsimile: (212) 446-4900
Attention: Joshua N. Korff

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

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.

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, STEARNS & CO. INC.
LEHMAN BROTHERS INC.
UBS SECURITIES LLC
RBC DAIN RAUSCHER 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, Stearns & Co. Inc.                                [___]
Lehman Brothers Inc.                                    [___]
UBS Securities LLC .                                    [___]
RBC Dain Rauscher 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, STEARNS & CO. INC.
LEHMAN BROTHERS INC.
UBS SECURITIES LLC
RBC DAIN RAUSCHER INC.

As Representatives of the several Underwriters

c/o BANC OF AMERICA SECURITIES LLC
9 West 57th Street, 31st Floor
New York, New York 10019

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 Billings, 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 Arthur, Texas

Licensee: Nexstar Broadcasting of Beaumont/Port Arthur, L.L.C.

Facility Type                                  Call Sign           Exp. Date
-------------                                  ---------           ---------
TV Broadcast Station License                   KBTV-TV             08/01/2006
    (Channel 4, Port Arthur, Texas)
STA for Low Power DTV                          KBTV-DT             11/28/2003
    (Channel 40, Port Arthur, Texas)
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 26, Midland, Texas)
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 24, Abilene, Texas)
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 15, Texarkana, Texas)
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

Wilkes-Barre, 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, Wilkes-Barre, Pennsylvania)
STA for Low Power DTV                          WBRE-DT             11/29/2003
    (Channel 11, Wilkes-Barre, 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 8, Rochester, New York)
STA for Low Power DTV                          WROC-DT             11/29/2003
    (Channel 45, Rochester, New York)
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. Joseph, 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. Joseph, Missouri)
STA for Low Power DTV                          KQTV-DT             04/09/2004
    (Channel 53, St. Joseph, 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 4, Little Rock, Arkansas)
STA for Low Power DTV                          KARK-DT             11/13/2003*
    (Channel 32, Little Rock, Arkansas)
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 18, Wichita Falls, Texas

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 29, Abilene, Texas)

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 16, San Angelo, Texas)

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 14, West Monroe, Louisiana)

STA for Low Power DTV                      KARD-DT                  04/29/2004
     (Channel 14, West Monroe, Louisiana)

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 40, Lubbock, Texas)

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 Wayne, Indiana
Licensee: Quorum of Ft. Wayne License, LLC

Facility Type                              Call Sign                Exp. Date
-------------                              ---------                ---------
TV Broadcast Station License               WFFT-TV                  08/01/2005
     (Channel 55, Fort Wayne, Indiana)
STA for Low Power DTV                      WFFT-DT                  *
     (Channel 36, Fort Wayne, Indiana)
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 42, Rockford, Illinois)
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 33, Amarillo, Texas)
Television Translator Station                      K30DZ            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 27, Lubbock, Texas)
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 24, Fort Smith, Arkansas)

STA for Low Power DTV                     KPOM-DT          01/17/2004
   (Channel 27, Fort Smith, Arkansas)
 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

Exhibit 2.2

FORM OF AGREEMENT OF MERGER
MERGING
NEXSTAR BROADCASTING GROUP, L.L.C.
AND
NEXSTAR FINANCE HOLDINGS II, L.L.C.
(each a Delaware limited liability company)

AND
NEXSTAR BROADCASTING OF NORTHEASTERN PENNSYLVANIA, INC.
NEXSTAR BROADCASTING OF JOPLIN, INC.
NEXSTAR BROADCASTING OF ERIE, INC.
KBTV BROADCASTING INC.
KFDX BROADCASTING INC.
NEXSTAR BROADCASTING OF ROCHESTER, INC.
KTAB BROADCASTING INC.
ERC HOLDINGS, INC.
NEXSTAR MIDWEST HOLDINGS, INC.
NEXSTAR BROADCASTING OF CHAMPAIGN, INC.
NEXSTAR BROADCASTING OF PEORIA, INC.
KMID BROADCASTING INC.
KTAL BROADCASTING INC.
NEXSTAR ALABAMA HOLDINGS, INC.
AND
NEXSTAR ARKANSAS HOLDINGS, INC.
(each a Delaware corporation)

INTO
NEXSTAR BROADCASTING GROUP, INC.
(a Delaware corporation)

AGREEMENT OF MERGER (this "Agreement") is adopted on November , 2003 pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the "Act") by each of NEXSTAR BROADCASTING GROUP, L.L.C. ("Group LLC") and NEXSTAR FINANCE HOLDINGS II, L.L.C. ("Holdings II" and, together with Group LLC, the "Merging LLCs"), each a limited liability company of the State of Delaware, and by resolution of its manager adopted on said date, and pursuant to Section 264 of the General Corporation Law of the State of Delaware (the "GCL") by each of

NEXSTAR BROADCASTING OF NORTHEASTERN PENNSYLVANIA, INC., NEXSTAR BROADCASTING OF JOPLIN, INC., NEXSTAR BROADCASTING OF ERIE, INC., KBTV BROADCASTING INC., KFDX BROADCASTING INC., NEXSTAR BROADCASTING OF ROCHESTER, INC., KTAB BROADCASTING INC., ERC HOLDINGS, INC., NEXSTAR MIDWEST HOLDINGS, INC., NEXSTAR BROADCASTING OF CHAMPAIGN, INC., NEXSTAR BROADCASTING OF PEORIA, INC., KMID BROADCASTING INC., KTAL BROADCASTING INC., NEXSTAR ALABAMA HOLDINGS, INC. and NEXSTAR ARKANSAS HOLDINGS, INC., each a business corporation duly incorporated in the State of Delaware (collectively, the "Merging Corporations"), and by resolution of its board of directors adopted on said date, and by NEXSTAR BROADCASTING GROUP, INC., a corporation duly incorporated in the State of

Delaware ("Nexstar" and, together with the Merging LLCs and the Merging Corporations, the "Parties"), and by resolution of its board of directors adopted on said date. Each capitalized term that is used and not otherwise defined in this Agreement has the meaning set forth in Section 6 hereof.

WHEREAS, each of the Merging LLCs is a limited liability company of the State of Delaware with its registered office therein located at 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle;

WHEREAS, each of the Merging Corporations and Nexstar is a business corporation of the State of Delaware with its registered office therein located at 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle;

WHEREAS, the respective manager or board of directors (as applicable) of each of the Merging LLCs, the Merging Corporations and Nexstar has approved and declared advisable and fair to and in the best interests of its members or shareholders (as applicable) a merger of each of the Merging LLCs and each of the Merging Corporations with and into Nexstar (the "Merger") upon the terms and subject to the conditions set forth in this Agreement, with Nexstar surviving the Merger;

WHEREAS, the Merger is subject to approval by the requisite members or stockholders (as applicable) of each of the Merging LLCs, the Merging Corporations and Nexstar; and

WHEREAS, the Parties intend that on the day following the Merger, the Surviving Corporation will issue shares of its Common Stock in an initial public offering.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained and intending to be legally bound hereby, the Parties hereby agree as follows:

1. The Merger. At the Effective Time (as such term is defined in Section 2 hereof) and upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the Act and the GCL, each of the Merging LLCs and the Merging Corporations will be merged with and into Nexstar and the separate legal existence of each of the Merging LLCs and the Merging Corporations will thereupon cease. Nexstar will be the surviving corporation after the Merger (in that capacity, the "Surviving Corporation").

2. Effective Time. Pursuant to the provisions of this Agreement, the Parties shall cause the Merger to be consummated by filing certificates of merger with the Secretary of the State of Delaware in accordance with the relevant provisions of the Act and the GCL. The Merger will become effective at the time the certificates of merger are duly filed with the Secretary of the State of Delaware (the "Effective Time").

3. Effects of the Merger.

(a) Generally. The Merger will have the effects specified in the Act and the GCL and, without limitation, all property, rights, privileges, powers and franchises of each of the Merging LLCs and the Merging Corporations will vest in the Surviving Corporation, and all debts, liabilities and duties of each of the Merging LLCs and the Merging Corporations will become the debts, liabilities and duties of the Surviving Corporation.

(b) Governing Documents. From and after the Effective Time, the certificate of incorporation and bylaws of Nexstar, as in effect immediately prior to the Effective Time, will be the certificate of incorporation and bylaws, respectively, of the Surviving Corporation.

(c) Directors and Officers. From and after the Effective Time, the officers and directors of the Surviving Corporation will be the persons who are the officers and directors, respectively, of Nexstar immediately prior to the Effective Time, unless and until any such person thereafter ceases to hold such position.

(d) Characterization. The Parties intend that the Merger be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. No person shall take a position inconsistent with the treatment of the Merger as such a reorganization unless required to do so pursuant to a final determination.

4. Effect of the Merger on Membership Interests and Capital Stock. As a result of the Merger and without any other action by any person, the following will occur:

(a) All of the Group LLC Interests that were issued and outstanding immediately prior to the Effective Time will be canceled and extinguished and automatically converted into shares of Common Stock of the Surviving Corporation. The number of shares of Common Stock that each holder of Group LLC Interests will receive as a result of the Merger will equal the number of shares of Common Stock that such holder would receive in a liquidating distribution of Group LLC pursuant to Article IV of the LLC Agreement if such distribution were to occur on November 26, 2003. Pursuant thereto, each Group LLC Interest will be converted into the number of shares of Common Stock set forth below.

(i) Each Class A Interest of Group LLC issued and outstanding immediately prior to the Effective Time will be canceled and extinguished and automatically converted into [ ] shares of

Class B Common Stock of the Surviving Corporation.

(ii) Each Class D-1 Interest of Group LLC issued and outstanding immediately prior to the Effective Time, all of which are held by Nexstar, will be canceled and extinguished and automatically converted into [ ] shares of Class A Common Stock of the

Surviving Corporation.

(iii) Each Class D-2 Interest of Group LLC issued and outstanding immediately prior to the Effective Time will be canceled and extinguished

and automatically converted into [ ] shares of Class C Common

Stock of the Surviving Corporation.

(iv) Each Class B-1 Interest of Group LLC issued and outstanding immediately prior to the Effective Time will be canceled and extinguished and automatically converted into [ ] share of

Class B Common Stock of the Surviving Corporation.

(v) Each Class B-2 Interest of Group LLC issued and outstanding immediately prior to the Effective Time will be canceled and extinguished and automatically converted into [ ] shares of

Class B Common Stock of the Surviving Corporation.

(vi) Each Class C-1 Interest of Group LLC issued and outstanding immediately prior to the Effective Time will be canceled and extinguished and automatically converted into [ ] share of

Class A Common Stock of the Surviving Corporation.

(vii) Each Class C-2 Interest of Group LLC issued and outstanding immediately prior to the Effective Time will be canceled and extinguished and automatically converted into [ ] share of

Class A Common Stock of the Surviving Corporation.

(b) The Surviving Corporation shall immediately distribute (the "Distribution") all of the shares of Class A Common Stock of the Surviving Corporation that it receives upon such conversion to the holders of the Old Class B Shares of Nexstar, pro rata based upon such holders' ownership of Old Class B Shares, and all of the Old Class B Shares will be canceled and extinguished.

(c) The Old Class A Share of Nexstar will be canceled and extinguished without any conversion thereof or other consideration payable therefor.

(d) All of the Common Stock of the Merging Corporations will be canceled and extinguished without any conversion thereof or other consideration payable therefor.

(e) All of the Class A Interests and Class B Interests of Holdings II will be canceled and extinguished without any conversion thereof or other consideration payable therefor.

5. Surrender and Issuance of Certificates.

(a) Each holder of record (as of the Effective Time) of a certificate or certificates that immediately prior to the Effective Time represented Old Class B Shares (the "Certificates"), who received shares of Class A Common Stock of the Surviving Corporation in the Distribution, shall surrender such Certificates to the Surviving Corporation. Upon surrender of Certificates for cancellation to the Surviving Corporation, the holders of such Certificates shall be entitled to receive in

exchange therefore certificates representing the number of whole shares of Class A Common Stock of the Surviving Corporation that they received in the Distribution. Until so surrendered, outstanding Certificates will be deemed, from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Class A Common Stock of the Surviving Corporation received in the Distribution. At the Effective Time, the stock transfer books of Nexstar will be closed, and no further transfers of the Old Class B Shares outstanding immediately prior to the Effective Time shall thereafter be made.

(b) Each holder of Group LLC Interests whose interests are converted into Common Stock of the Surviving Corporation shall receive a certificate or certificates representing the number of whole shares of Common Stock of the Surviving Corporation into which its interests were converted at the Effective Time.

(c) No fractional shares of Common Stock of the Surviving Corporation will be issued. The number of shares of Common Stock that each shareholder of the Surviving Corporation is entitled to receive shall be rounded down to the nearest whole interest.

6. Definitions. As used in this Agreement, the following terms have the respective meanings set forth in this Section 6:

(a) "Group LLC Interest" means any Class A Interest, Class B Interest, Class C Interest or Class D Interest of Group LLC, as such terms are defined in the LLC Agreement.

(b) "LLC Agreement" means the Nexstar Broadcasting Group, L.L.C. Fifth Amended and Restated Limited Liability Company Agreement, dated November 14, 2001.

(c) "Old Class A Share" means the share of Class A Common Stock, par value $0.01 per share, of Nexstar this is issued and outstanding immediately prior to the Effective Time.

(d) "Old Class B Shares" means the shares of Class B Common Stock, par value $0.01 per share, of Nexstar that are issued and outstanding immediately prior to the Effective Time.

7. Approval of Members and Shareholders. This Agreement herein made and adopted shall be submitted to the members or shareholders (as applicable) of the Merging LLCs, the Merging Corporations and Nexstar for their adoption or rejection in the manner prescribed by the Act or the GCL (as applicable).

8. Taking of Necessary Action. In the event that this Agreement shall have been fully adopted by the requisite members or shareholders (as applicable) of the Parties in accordance with the provisions of the Act or the GCL (as applicable), the Parties agree that they will cause to be executed and filed and recorded any document or documents

prescribed by the laws of the State of Delaware, and that they will cause to be performed all necessary acts within the State of Delaware and elsewhere to effectuate the Merger.

9. Further Action. The managers or board of directors (as applicable) and the proper officers of the Parties are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file, and record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Agreement or of the Merger.

10. Termination and Abandonment. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time, notwithstanding approval hereof by the members and stockholders (as applicable) of the Parties.

11. Amendment and Modification. Subject to applicable law, this Agreement may be amended, modified and supplemented, in any and all respects, whether before or after the vote of the members and stockholders (as applicable) of the Parties to approve this Agreement, by the board of directors of Nexstar (or by its officers authorized by such board of directors) at any time prior to the Effective Time with respect to any of the terms contained in this Agreement; provided, however, that after the approval of this Agreement by the members and stockholders (as applicable) of the Parties, no such amendment, modification or supplement shall result in any reduction or diminution in the aggregate value of the consideration to be received by such members and stockholders in the Merger. The good faith determination by the board of directors that an amendment to this Agreement complies with the prior sentence shall be conclusive on all such members and stockholders.

* * * * *

IN WITNESS WHEREOF, this Agreement of Merger is hereby signed upon behalf of each of the constituent limited liability companies and corporations parties thereto.

NEXSTAR BROADCASTING GROUP, L.L.C.

By:
     -----------------------------------
Name:    Shirley Green
Title:   Secretary

NEXSTAR FINANCE HOLDINGS II, L.L.C.

By:
     -----------------------------------
Name:    Shirley Green
Title:   Secretary

NEXSTAR BROADCASTING OF NORTHEASTERN
PENNSYLVANIA, INC.

By:
     -----------------------------------
Name:    Shirley Green
Title:   Secretary

NEXSTAR BROADCASTING OF JOPLIN, INC.

By:
     -----------------------------------
Name:    Shirley Green
Title:   Secretary

NEXSTAR BROADCASTING OF ERIE, INC.

By:
     -----------------------------------
Name:    Shirley Green
Title:   Secretary

KBTV BROADCASTING INC.

By:
     -----------------------------------
Name:    Shirley Green
Title:   Secretary

KFDX BROADCASTING INC.

By:
     -----------------------------------
Name:    Shirley Green
Title:   Secretary

NEXSTAR BROADCASTING OF ROCHESTER, INC.

By:
     -----------------------------------
Name:    Shirley Green
Title:   Secretary

KTAB BROADCASTING INC.

By:
     -----------------------------------
Name:    Shirley Green
Title:   Secretary

ERC HOLDINGS, INC.

By:
     -----------------------------------
Name:    Shirley Green
Title:   Secretary

NEXSTAR MIDWEST HOLDINGS, INC.

By:
     -----------------------------------
Name:    Shirley Green
Title:   Secretary

NEXSTAR BROADCASTING OF CHAMPAIGN, INC.

By:
     -----------------------------------
Name:    Shirley Green
Title:   Secretary

NEXSTAR BROADCASTING OF PEORIA, INC.

By:
     -----------------------------------
Name:    Shirley Green
Title:   Secretary

KMID BROADCASTING INC.

By:
     -----------------------------------
Name:    Shirley Green
Title:   Secretary

KTAL BROADCASTING INC.

By:
     -----------------------------------
Name:    Shirley Green
Title:   Secretary

NEXSTAR ALABAMA HOLDINGS, INC.

By:
     -----------------------------------
Name:    Shirley Green
Title:   Secretary

NEXSTAR ARKANSAS HOLDINGS, INC.

By:
     -----------------------------------
Name:    Shirley Green
Title:   Secretary

NEXSTAR BROADCASTING GROUP, INC.

By:
     -----------------------------------
Name:    Shirley Green
Title:   Secretary

Exhibit 3.1

FORM OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

NEXSTAR BROADCASTING GROUP, INC.

ARTICLE ONE

The name of the Corporation is Nexstar Broadcasting Group, Inc.

ARTICLE TWO

The address of the Corporation's registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, in the County of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

Section 1. Authorized Shares. The total number of shares of capital stock which the Corporation has authority to issue is 125,200,000 shares, consisting of:

(a) 200,000 shares of Preferred Stock, par value $0.01 per share ("Preferred Stock"); and

(b) 100,000,000 shares of Class A Common Stock, par value $0.01 per share ("Class A Common").

(d) 5,000,000 shares of Class C Common Stock, par value $0.01 per share ("Class C Common" and, together with the Class A Common and Class B Common, the "Common Stock").

The Preferred Stock and the Common Stock shall have the rights, preferences and limitations set forth below. Capitalized terms used but not otherwise defined in
Section 1, Section 2, Section 3 or Section 4 of this ARTICLE FOUR are defined in
Section 5.

Section 2. Preferred Stock. The Preferred Stock may be issued from time to time and in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the powers, preferences and rights, and the qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Preferred Stock, to increase or decrease (but not below the number of shares of any such series of Preferred Stock then outstanding) the number of shares of any such series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock. In the event that the number of shares of any series of Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status which such shares had prior to the adoption of the resolution originally fixing the number of shares of such series of Preferred Stock subject to the requirements of applicable law.

Section 3. Common Stock.

(a) Dividends. Except as otherwise provided by the Delaware General Corporation Law or this Amended and Restated Certificate of Incorporation (the "Restated Certificate"), the holders of Common Stock: (i) subject to the rights of holders of any series of Preferred Stock, shall share ratably in all dividends payable in cash, stock or otherwise and other distributions, whether in respect of liquidation or dissolution (voluntary or involuntary) or otherwise and (ii) are subject to all the powers, rights, privileges, preferences and priorities of any series of Preferred Stock as provided herein or in any resolution or resolutions adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of Section 2 of this ARTICLE FOUR. Dividends consisting of shares of Common Stock may be paid only as follows: (i) shares of Class A Common may be paid only to holders of Class A Common, shares of Class B Common may be paid only to holders of Class B Common and shares of Class C Common may be paid only to holders of Class C Common; and
(ii) shares shall be paid proportionally with respect to each outstanding share of Class A Common, Class B Common and Class C Common.

(b) Conversion Rights.

(i) Optional Conversion of Class B Common or Class C Common. At any time or from time to time, any holder of shares of Class B Common or Class C Common may convert all or any portion of the shares of Class B Common or Class C Common held by such holder into an equal number of shares of Class A Common.

(ii) Mandatory Conversion of Class B Common. All the shares of Class B Common will be automatically converted into an equal number of shares of Class A Common (x) if the Class B Common represents less than 10.0% of the total common stock of the Company outstanding or (y) upon

the transfer of the Class B Common to anyone other than ABRY or an Affiliate of ABRY or Perry A. Sook.

(c) Preemptive Rights. No holder of Common Stock shall have any preemptive rights with respect to the Common Stock or any other securities of the Corporation, or to any obligations convertible (directly or indirectly) into securities of the Corporation whether now or hereafter authorized.

(d) Voting Rights.

(i) Except as otherwise provided by the Delaware General Corporation Law or the Restated Certificate and subject to the rights of holders of any series of Preferred Stock, all of the voting power of the stockholders of the Corporation shall be vested in the holders of the Class A Common and Class B Common. On all matters voted upon by the stockholders of the Corporation, the holders of the Class A Common and the Class B Common will vote together as a single class. Each holder of Class A Common shall have one vote for each share held by such holder and each holder of Class B Common shall have ten votes for each share held by such holder. Notwithstanding any other provision of this Restated Certificate, holders of Class A Common shall not be eligible to vote on any alteration or change in the powers, preferences, or special rights of the Class B Common that would not adversely affect the rights of Class A Common and holders of Class B Common shall not be eligible to vote on any alteration or change in the powers, preferences or special rights of Class A Common that would not adversely affect the rights of Class B Common.

(ii) The holders of Class C Common shall have no voting rights.

Section 4. Definitions.

"ABRY" means ABRY Broadcast Partners II, L.P. and ABRY Broadcast

Partners III, L.P.

"Affiliate" means, with respect to any Person, any other Person, entity or investment fund controlling, controlled by or under common control with such Person and, in the case of a Person which is a partnership, any partner of such Person.

"Person" means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

ARTICLE FIVE

The Corporation is to have perpetual existence.

ARTICLE SIX

Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE SEVEN

The number of directors which constitute the entire Board of Directors of the Corporation shall be designated in the Bylaws of the Corporation.

ARTICLE EIGHT

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation.

ARTICLE NINE

Section 1. Limitation of Liability.

(a) To the fullest extent permitted by the Delaware General Corporation Law as it now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), and except as otherwise provided in the Corporation's Bylaws, no Director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages arising from a breach of fiduciary duty owed to the Corporation or its stockholders.

(b) Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification.

Section 2. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), by reason of the fact that he or she is or was a Director or officer of the Corporation or, while a Director or officer of the Corporation, is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a Director or officer or in any other capacity while serving as a Director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized

by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys' fees, judgments, fines, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that, except as provided in Section 3 of this ARTICLE NINE with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section 2 of this ARTICLE NINE shall be a contract right and shall include the obligation of the Corporation to pay the expenses incurred in defending any such proceeding in advance of its final disposition (an "advance of expenses"); provided, however, that, if and to the extent that the Delaware General Corporation Law requires, an advance of expenses incurred by an indemnitee in his or her capacity as a Director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a "final adjudication") that such indemnitee is not entitled to be indemnified for such expenses under this
Section 2 or otherwise. The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same or lesser scope and effect as the foregoing indemnification of Directors and officers.

Section 3. Procedure for Indemnification. Any indemnification of a Director or officer of the Corporation or advance of expenses under Section 2 of this ARTICLE NINE shall be made promptly, and in any event within forty-five days (or, in the case of an advance of expenses, twenty days), upon the written request of the Director or officer. If a determination by the Corporation that the Director or officer is entitled to indemnification pursuant to this ARTICLE NINE is required, and the Corporation fails to respond within sixty days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five days (or, in the case of an advance of expenses, twenty days), the right to indemnification or advances as granted by this ARTICLE NINE shall be enforceable by the Director or officer in any court of competent jurisdiction. Such person's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of expenses where the undertaking required pursuant to Section 2 of this ARTICLE NINE, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation. Neither the failure of the

Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. The procedure for indemnification of other employees and agents for whom indemnification is provided pursuant to
Section 2 of this ARTICLE NINE shall be the same procedure set forth in this
Section 3 for Directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification for such employee or agent.

Section 4. Insurance. The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a Director, officer, employee or agent of the Corporation or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the Delaware General Corporation Law.

Section 5. Service for Subsidiaries. Any person serving as a Director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture or other enterprise, at least 50% of whose equity interests are owned by the Corporation (a "subsidiary" for this ARTICLE NINE) shall be conclusively presumed to be serving in such capacity at the request of the Corporation.

Section 6. Reliance. Persons who after the date of the adoption of this provision become or remain Directors or officers of the Corporation or who, while a Director or officer of the Corporation, become or remain a Director, officer, employee or agent of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this ARTICLE NINE in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this ARTICLE NINE shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

Section 7. Non-Exclusivity of Rights. The rights to indemnification and to the advance of expenses conferred in this ARTICLE NINE shall not be exclusive of any other right which any person may have or hereafter acquire under this Restated Certificate or under any statute, by-law, agreement, vote of stockholders or disinterested Directors or otherwise.

Section 8. Merger or Consolidation. For purposes of this ARTICLE NINE, references to the "Corporation" shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its Directors, officers and employees or agents, so that any person who is or was a Director, officer, employee or agent of such constituent Corporation, or is or was serving at the

request of such constituent Corporation as a Director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this ARTICLE NINE with respect to the resulting or surviving Corporation as he or she would have with respect to such constituent Corporation if its separate existence had continued.

ARTICLE TEN

Section 1. Election of Directors. At each annual meeting of stockholders, directors of the Corporation shall be elected to hold office until the next annual meeting, and until their successors have been duly elected and qualified; except that if any such election shall be not so held, such election shall take place at a stockholders' meeting called and held in accordance with the Delaware General Corporation Law.

Section 2. Vacancies. Vacancies occurring on the Board of Directors for any reason may be filled by vote of a majority of the remaining members of the Board of Directors, although less than a quorum, at any meeting of the Board of Directors. A person so elected by the Board of Directors to fill a vacancy shall hold office until the next succeeding annual meeting of stockholders of the Corporation and until his or her successor shall have been duly elected and qualified.

ARTICLE ELEVEN

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE TWELVE

Section 1. Certain Acknowledgments. In recognition and anticipation that
(i) the directors, officers and/or employees of ABRY may serve as directors and/or officers of the Corporation, (ii) ABRY and Affiliated Companies thereof engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, and (iii) that the Corporation and Affiliated Companies thereof will engage in material business transactions with ABRY and Affiliated Companies thereof and that the Corporation is expected to benefit therefrom, the provisions of this Article TWELVE are set forth to regulate and define the conduct of certain affairs of the Corporation as they may involve ABRY or Affiliated Companies and its officers and directors, and the powers, rights, duties and liabilities of the Corporation and its officers, directors and stockholders in connection therewith.

Section 2. Competition and Corporate Opportunities. Neither of ABRY or any of its Affiliated Companies shall have any duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Corporation or any of its Affiliated Companies, and neither ABRY nor any officer or director thereof (except as provided in Section 3 below) shall be liable to the Corporation or its stockholders for breach of any fiduciary duty solely by reason of any such activities of ABRY or any of its Affiliated Companies. In the event that ABRY or any of its Affiliated Companies acquires knowledge of a potential transaction or matter which may be a corporate opportunity for itself and the Corporation or any of its Affiliated Companies, neither of ABRY or any of its Affiliated Companies shall have any duty to communicate or offer such corporate opportunity to the Corporation or any of its Affiliated Companies and shall not be liable to the Corporation or its stockholders for breach of any fiduciary duty as a stockholder of the Corporation solely by reason of the fact that ABRY or any of its Affiliated Companies pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to the Corporation.

Section 3. Allocation of Corporate Opportunities. In the event that a director or officer of the Corporation who is also a director or officer of ABRY acquires knowledge of a potential transaction or matter which may be a corporate opportunity for the Corporation or any of its Affiliated Companies and ABRY or any of its Affiliated Companies, such director or officer of the Corporation shall have fully satisfied and fulfilled the fiduciary duty of such director or officer to the Corporation and its stockholders with respect to such corporate opportunity, if such director or officer acts in a manner consistent with the following policy:

(a) A corporate opportunity offered to any person who is a director or officer of the Corporation, and who is also a director or officer of ABRY, shall belong to the Corporation if such opportunity is expressly offered to such person in writing solely in his or her capacity as a director or officer of the Corporation.

(b) Otherwise, such corporate opportunity shall belong to ABRY.

Section 4. Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this ARTICLE TWELVE, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not permitted to undertake under the terms of ARTICLE THREE or that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation's business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.

Section 5. Agreements and Transactions with ABRY. In the event that ABRY or any of its Affiliated Companies enters into an agreement or transaction with the Corporation or any of its Affiliated Companies, a director or officer of the Corporation who is also a director or officer of ABRY shall have fully satisfied and fulfilled the fiduciary duty of such director or officer to the Corporation and its stockholders with respect to such agreement or transaction, if:

(a) The agreement or transaction was approved, after being made aware of the material facts of the relationship between each of the Corporation or an Affiliated Company thereof and ABRY or an Affiliated Company thereof and the material terms and facts of the agreement or transaction, by (i) an affirmative vote of a majority of the members of the Board of Directors of the Corporation who are not persons or entities with a material financial interest in the agreement or transaction ("Interested Persons"), (ii) an affirmative vote of a majority of the members of a committee of the Board of Directors of the Corporation consisting of members who are not Interested Persons or (iii) one or more of the Corporation's officers or employees who are not Interested Persons and who were authorized by the Board of Directors of the Corporation or committee thereof in the manner set forth in (i) and (ii) above.

(b) The agreement or transaction was fair to the Corporation at the time the agreement or transaction was entered into by the Corporation; or

(c) The agreement or transaction was approved by an affirmative vote of a majority of the shares of the Corporation's Common Stock entitled to vote, excluding ABRY, any Affiliated Company or Interested Person.

Section 6. Certain Definitions. For purposes of this ARTICLE TWELVE, "Affiliated Company" shall mean in respect of ABRY, any company which is controlled by ABRY (other than the Corporation and any company that is controlled by the Corporation), and in respect of the Corporation shall mean any company controlled by the Corporation.

Section 7. Termination. The provisions of this ARTICLE TWELVE shall have no further force or effect for ABRY at such time as ABRY and any company controlling, controlled by or under common control with ABRY shall first cease to be the owner, in the aggregate, of Common Stock representing five percent (5%) or more of the votes entitled to be cast by the holders of all the then outstanding shares of Common Stock; provided, however, that such termination shall not terminate the effect of such provisions with respect to (i) any agreement between the Corporation or an Affiliated Company thereof and ABRY or an Affiliated Company thereof that was entered into before such time or any transaction entered into in the performance of such agreement, whether entered into before or after such time, or (ii) any transaction or agreement entered into between the Corporation or an Affiliated Company thereof and ABRY or an Affiliated Company thereof.

Section 8. Amendment of this Article. Notwithstanding anything to the contrary elsewhere contained in the Corporation's certificate of incorporation, the affirmative vote of the holders of at least at least two-thirds (2/3) of the combined voting power of all shares of Common Stock then outstanding, voting together as a single class, shall be required to alter, amend or repeal, or to adopt any provision inconsistent with, this Article.

Section 9. Deemed Notice. Any person or entity purchasing or otherwise acquiring any interest in any shares of the Corporation shall be deemed to have notice and to have consented to the provisions of this ARTICLE TWELVE.

ARTICLE THIRTEEN

Notwithstanding any other provisions of this Restated Certificate or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of the capital stock required by law or this Restated Certificate, the affirmative vote of the holders of at least two-thirds (2/3) of the combined voting power of all of the then outstanding shares of the Corporation eligible to be cast in the election of directors shall be required to alter, amend or repeal ARTICLE NINE hereof, or this ARTICLE THIRTEEN, or any provision thereof or hereof.

ARTICLE FOURTEEN

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

The Corporation expressly elects to be governed by Section 203 of the Delaware General Corporation Law. Notwithstanding the terms of Section 203 of the Delaware General Corporation Law, ABRY and its Affiliates shall not be deemed at any time and without regard to the percentage of voting stock of the Corporation owned by ABRY and its Affiliates to be an "interested stockholder" as such term is defined in Section 203(c)(5) of the Delaware General Corporation Law.

* * * * * *

Exhibit 3.2

FORM OF

AMENDED AND RESTATED BY-LAWS

NEXSTAR BROADCASTING GROUP, INC.

A Delaware Corporation
(Adopted as of November __, 2003)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of Nexstar Broadcasting Group, Inc. (the "Corporation") in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, in the County of New Castle. The name of the Corporation's registered agent at such address shall be Corporation Service Company. The registered office and/or registered agent of the Corporation may be changed from time to time by action of the Board of Directors.

Section 2. Other Offices. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. An annual meeting of the stockholders shall be held each year within 150 days after the close of the immediately preceding fiscal year of the Corporation or at such other time specified by the Board of Directors for the purpose of electing Directors and conducting such other proper business as may come before the annual meeting. At the annual meeting, stockholders shall elect Directors and transact such other business as properly may be brought before the annual meeting pursuant to Section 11 of ARTICLE II hereof.

Section 2. Special Meetings. Special meetings of the stockholders may only be called in the manner provided in the Restated Certificate of Incorporation.

Section 3. Place of Meetings. The Board of Directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the Corporation. If for any reason any annual

meeting shall not be held during any year, the business thereof may be transacted at any special meeting of the stockholders.

Section 4. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the Board of Directors, the chairman of the board, the president or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the Corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. Stockholders List. The officer having charge of the stock ledger of the Corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, during ordinary business hours at the principal place of business of the Corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum. The holders of a majority of the outstanding shares of capital stock entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the Corporation then in effect (the "Certificate of Incorporation"). If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place. When a specified item of business requires a vote by a class or series (if the Corporation shall then have outstanding shares of more than one class or series) voting as a class or series, the holders of a majority of the shares of such class or series shall constitute a quorum (as to such class or series) for the transaction of such item of business.

Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless (i) by express provisions of an applicable law or of the Certificate of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question, or (ii) the subject matter is the election of Directors, in which case Section 2 of ARTICLE III hereof shall govern and control the approval of such subject matter.

Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or the Certificate of Incorporation or any amendments thereto or these By-laws, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of capital stock held by such stockholder.

Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. Any proxy is suspended when the person executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

Section 11. Business Brought Before an Annual Meeting. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) brought before the meeting by or at the direction of the Board of Directors, or
(iii) (iii) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation, not less than 60 days nor more than 90 days prior to the meeting; provided, however, that in the event that less than 70 days' notice or prior public announcement of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the date on which such notice of the date of the annual meeting was mailed or such public announcement was made. A stockholder's notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting, (ii) the name and address, as they appear on the Corporation's books, of the stockholder

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proposing such business, (iii) the class and number of shares of the Corporation which are beneficially owned by the stockholder and (iv) any material interest of the stockholder in such business. Notwithstanding anything in these By-laws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this section. The presiding officer of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this section; if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. For purposes of this section, "public announcement" shall mean disclosure in a press release reported by Dow Jones News Service, Associated Press or a comparable national news service. Nothing in this section shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended.

Section 12. Stockholder Action by Written Consent. Any action that may be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if:

(a) one or more consents in writing, stating the action so taken, are signed by the holders of outstanding stock representing not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted, and

(b) the consents are delivered to the Corporation by delivery to its registered office in its state of incorporation (by hand, or by certified or registered mail, return receipt requested), its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Written consents will not be effective to take the corporate action referred to unless written consents sufficient to take such action are delivered to the Corporation within 60 days of the date of the earliest dated consent so delivered. Notice of the taking of such action shall be given promptly to each stockholder, if any, that would have been entitled to vote on such action at a meeting of stockholders and that did not consent to such action in writing.

ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to such powers as are herein and in the Certificate of Incorporation expressly conferred upon it, the Board of Directors shall have and may exercise all the powers of the Corporation, subject to the provisions of the laws of Delaware, the Certificate of Incorporation and these By-laws.

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Section 2. Number, Election and Term of Office. Subject to any rights of the holders of any series of Preferred Stock to elect additional Directors under specified circumstances, the number of Directors which shall constitute the Board of Directors shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the total number of Directors then in office. The Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of Directors; provided that, whenever the holders of any class or series of capital stock of the Corporation are entitled to elect one or more Directors pursuant to the provisions of the Certificate of Incorporation (including, but not limited to, for purposes of these By-laws, pursuant to any duly authorized certificate of designation), such Directors shall be elected by a plurality of the votes of such class or series present in person or represented by proxy at the meeting and entitled to vote in the election of such Directors. The Directors shall be elected and shall hold office only in the manner provided in the Certificate of Incorporation.

Section 3. Removal and Resignation. No Director may be removed from office without cause and without the affirmative vote of the holders of a majority of the voting power of the then outstanding shares of capital stock entitled to vote generally in the election of Directors voting together as a single class; provided, however, that if the holders of any class or series of capital stock are entitled by the provisions of the Certificate of Incorporation (it being understood that any references to the Certificate of Incorporation shall include any duly authorized certificate of designation) to elect one or more Directors, such Director or Directors so elected may be removed without cause only by the vote of the holders of a majority of the outstanding shares of that class or series entitled to vote. Any Director may resign at any time upon written notice to the Corporation.

(a) Vacancies. Vacancies and newly created directorships resulting from any increase in the total number of Directors may be filled only in the manner provided in the Certificate of Incorporation.

Section 4. Annual Meetings. The annual meeting of the Board of Directors shall be held without other notice than these By-laws immediately after, and at the same place as, the annual meeting of stockholders.

Section 5. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the Board of Directors. Special meetings of the Board of Directors may be called by the chairman of the board, the president (if the president is a Director) or, upon the written request of at least a majority of the Directors then in office, the secretary of the Corporation on at least 24 hours notice to each Director, either personally, by telephone, by mail or by telecopy.

Section 6. Chairman of the Board, Quorum, Required Vote and Adjournment. The Board of Directors shall elect, by the affirmative vote of a majority of the total number of Directors then in office, a chairman of the board, who shall preside at all meetings of the stockholders and Board of Directors at which he or she is present and shall have such powers and perform such duties as the Board of Directors may from time to time prescribe. If the chairman

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of the board is not present at a meeting of the stockholders or the Board of Directors, the president (if the president is a Director and is not also the chairman of the board) shall preside at such meeting, and, if the president is not present at such meeting, a majority of the Directors present at such meeting shall elect one of their members to so preside. A majority of the total number of Directors then in office shall constitute a quorum for the transaction of business. Unless by express provision of an applicable law, the Certificate of Incorporation or these By-laws a different vote is required, the vote of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 7. Committees. The Board of Directors may, by resolution passed by a majority of the total number of Directors then in office, designate one or more committees including an Audit Committee, a Compensation Committee, and a Nominating/Corporate Governance Committee, each committee to consist of one or more of the Directors of the Corporation, which to the extent provided in such resolution or these By-laws shall have, and may exercise, the powers of the Board of Directors in the management and affairs of the Corporation, except as otherwise limited by law. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors upon request.

Section 8. Committee Rules. Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. Unless otherwise provided in such a resolution, in the event that a member and that member's alternate, if alternates are designated by the Board of Directors, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

Section 9. Communications Equipment. Members of the Board of Directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 10. Waiver of Notice and Presumption of Assent. Any member of the Board of Directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the

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meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 11. Board Action by Written Consent. Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of such board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a chairman of the board, a chief executive officer, a president, one or more vice-presidents, a secretary, a chief financial officer and such other officers and assistant officers as may be deemed necessary or desirable by the Board of Directors. Any number of offices may be held by the same person, except that neither the chief executive officer nor the president shall also hold the office of secretary. In its discretion, the Board of Directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

Section 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected by the Board of Directors may be removed by the Board of Directors at its discretion, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors.

Section 5. Compensation. Compensation of all executive officers shall be approved by the Board of Directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a Director of the Corporation; provided however, that compensation of all executive officers may be determined by a committee established for that purpose if so authorized by the unanimous vote of the Board of Directors.

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Section 6. Chairman of the Board. The chairman of the board shall preside at all meetings of the stockholders and of the Board of Directors and shall have such other powers and perform such other duties as may be prescribed to him or her by the Board of Directors or provided in these By-laws.

Section 7. Chief Executive Officer. The chief executive officer shall have the powers and perform the duties incident to that position. Subject to the powers of the Board of Directors and the chairman of the board, the chief executive officer shall be in the general and active charge of the entire business and affairs of the Corporation, and shall be its chief policy making officer. The chief executive officer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or provided in these By-laws. The chief executive officer is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Whenever the president is unable to serve, by reason of sickness, absence or otherwise, the chief executive officer shall perform all the duties and responsibilities and exercise all the powers of the president.

Section 8. The President. The president of the Corporation shall, subject to the powers of the Board of Directors, the chairman of the board and the chief executive officer, have general charge of the business, affairs and property of the Corporation, and control over its officers, agents and employees. The president shall see that all orders and resolutions of the Board of Directors are carried into effect. The president is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The president shall have such other powers and perform such other duties as may be prescribed by the chairman of the board, the chief executive officer, the Board of Directors or as may be provided in these By-laws.

Section 9. Vice-Presidents. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Board of Directors or the chairman of the board, shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the Board of Directors, the chairman of the board, the chief executive officer, the president or these By-laws may, from time to time, prescribe. The vice-presidents may also be designated as executive vice-presidents or senior vice-presidents, as the Board of Directors may from time to time prescribe.

Section 10. The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the Board of Directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose or shall ensure that his or her designee attends each such meeting to act in such capacity. Under the chairman of the board's supervision, the secretary shall give, or cause to be given, all notices required to be given by these By-laws or by law; shall have such powers and

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perform such duties as the Board of Directors, the chairman of the board, the chief executive officer, the president or these By-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, any of the assistant secretaries, shall in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the Board of Directors, the chairman of the board, the chief executive officer, the president, or secretary may, from time to time, prescribe.

Section 11. The Chief Financial Officer. The chief financial officer shall have the custody of the corporate funds and securities; shall keep full and accurate all books and accounts of the Corporation as shall be necessary or desirable in accordance with applicable law or generally accepted accounting principles; shall deposit all monies and other valuable effects in the name and to the credit of the Corporation as may be ordered by the chairman of the board or the Board of Directors; shall cause the funds of the Corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the Board of Directors, at its regular meeting or when the Board of Directors so requires, an account of the Corporation; shall have such powers and perform such duties as the Board of Directors, the chairman of the board, the chief executive officer, the president or these By-laws may, from time to time, prescribe. If required by the Board of Directors, the chief financial officer shall give the Corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of chief financial officer and for the restoration to the Corporation, in case of death, resignation, retirement or removal from office of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the chief financial officer belonging to the Corporation.

Section 12. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these By-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the Board of Directors.

Section 13. Absence or Disability of Officers. In the case of the absence or disability of any officer of the Corporation and of any person hereby authorized to act in such officer's place during such officer's absence or disability, the Board of Directors may by resolution delegate the powers and duties of such officer to any other officer or to any Director, or to any other person selected by it.

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ARTICLE V

Capital stock

Section 1. Form. The interest of each holder of stock of the Corporation shall be evidenced by a certificate or certificates or shall be evidenced in uncertificated form pursuant to the customary arrangements for issuing shares in such form. Every holder of stock in the Corporation shall, upon request, be entitled to have a certificate, signed by, or in the name of the Corporation by the chairman of the board, the chief executive officer or the president and the secretary or an assistant secretary of the Corporation, certifying the number of shares owned by such holder in the Corporation. If such a certificate is countersigned (i) by a transfer agent or an assistant transfer agent other than the Corporation or its employee or (ii) by a registrar, other than the Corporation or its employee, the signature of any such chairman of the board, chief executive officer, president, secretary or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the Corporation. Shares of stock of the Corporation shall only be transferred on the books of the Corporation by the holder of record thereof or by such holder's attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates and record the transaction on its books. The Board of Directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the Corporation.

Section 2. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

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Section 3. Registered Stockholders. Prior to the surrender to the Corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the Corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

Section 4. Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the Board of Directors. Any call made by the Board of Directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the Corporation may proceed to collect the amount due in the same manner as any debt due the Corporation.

Section 5. Registration or Transfer. The Corporation shall keep at its principal office (or such other place as the Corporation reasonably designates) a register for the registration of capital stock. Upon the surrender of any certificate representing shares of any class of capital stock at such place, the Corporation shall, at the request of the registered holder of such certificate, execute and deliver a new certificate or certificates in exchange therefor representing in the aggregate the number of shares of such class represented by the surrendered certificate, and the Corporation forthwith shall cancel such surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares of such class as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate. The issuance of new certificates shall be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such issuance.

Section 6. Conversion of Capital Stock. No class of capital stock of the Corporation shall be converted into another class of capital stock of the Corporation without obtaining the consent of the Federal Communications Commission, if such consent is required.

Section 7. Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of any class of capital stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor, its own agreement will be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

Section 8. Notices. All notices referred to herein shall be in writing, shall be delivered personally or by first class mail, postage prepaid, and shall be deemed to have been

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given when so delivered or mailed to the Corporation at its principal executive offices and to any stockholder at such holder's address as it appears in the stock records of the Corporation (unless otherwise specified in a written notice to the Corporation by such holder).

Section 9. Fractional Shares. In no event will holders of fractional shares be required to accept any consideration in exchange for such shares other than consideration which all holders of capital stock are required to accept.

ARTICLE VI

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, in accordance with applicable law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or any other purpose and the Directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Fixing a Record Date for Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is first given. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 3. Fixing a Record Date for Other Purposes. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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Section 4. Checks, Drafts or Orders. All checks, drafts or other orders for the payment of money by or to the Corporation and all notes and other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall be determined by resolution of the Board of Directors or a duly authorized committee thereof.

Section 5. Contracts. In addition to the powers otherwise granted to officers pursuant to ARTICLE IV hereof, the Board of Directors may authorize any officer or officers, or any agent or agents, of the Corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 6. Loans. The Corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the Corporation or of its subsidiaries, including any officer or employee who is a Director of the Corporation or its subsidiaries, whenever, in the judgment of the Directors, such loan, guaranty or assistance may reasonably be expected to benefit the Corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the Corporation. Nothing in this section shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the Corporation at common law or under any statute.

Section 7. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 8. Corporate Seal. The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words "Corporate Seal, Delaware." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 9. Voting Securities Owned By Corporation. Voting securities in any other Corporation held by the Corporation shall be voted by the chief executive officer, the president or a vice-president, unless the Board of Directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 10. Inspection of Books and Records. The Board of Directors shall have power from time to time to determine to what extent and at what times and places and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or document of the Corporation, except as conferred by the laws of the State of Delaware, unless and until authorized so to do by resolution of the Board of Directors or of the stockholders of the Corporation.

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Section 11. Voting Power. Any reference to a vote of a majority of the outstanding shares entitled to vote herein refers refer to such majority or other proportion of the votes to which such shares are entitled pursuant to the terms of the Certificate of Incorporation.

Section 12. Section Headings. Section headings in these By-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 13. Inconsistent Provisions. In the event that any provision of these By-laws is or becomes inconsistent with any provision of the Certificate of Incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these By-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VII

AMENDMENTS

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, alter, amend, change, add to or repeal these By-laws by the affirmative vote of a majority of the total number of Directors then in office. Any alteration or repeal of these By-laws by the stockholders of the Corporation shall require the affirmative vote of a majority of the outstanding shares of the Corporation entitled to vote on such alteration or repeal.

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Exhibit 4.1

[CERTIFICATE]

Nexstar Broadcasting Group, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

CLASS A COMMON STOCK CUSIP 65336K 10 3

SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

IS THE OWNER OF

FULLY PAID AND NONASSESSABLE SHARES OF CLASS A
COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF

----------------------NEXSTAR BROADCASTING GROUP, INC.--------------------------

transferable only on the books of the Corporation by the holder hereof in person, or by duly authorized attorney or legal representative, upon the surrender of this Certificate properly endorsed.
This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
In Witness Whereof, the said Corporation has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and has caused a facsimile of its Corporate Seal to be hereunto affixed.

Dated:


/s/ Shirley Green
         Secretary

/s/ Perry A. Sook
    Chief Executive Officer and President

Authorized Signatures

Countersigned and Registered:
AMERICAN STOCK TRANSFER & TRUST COMPANY

Transfer Agent and Registrar

  AMERICAN BANK NOTE COMPANY          PRODUCTION COORDINATOR: VERONICA GLIATTI
     711 ARMSTRONG LANE                             931-490-1706
  COLUMBIA, TENNESSEE 38401                  PROOF OF OCTOBER 28, 2003
       (931) 388-3003                      NEXSTAR BROADCASTING GROUP, INC.
                                                   TSB 13652 BK

  SALES: C.SHARKEY 302-731-7088                   Operator:  Ron
                                                      New

/ETHER 13/LIVE JOBS/N/NEXSTAR 13652 BK

PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF:___ OK AS IS ____ OK WITH CHANGES ___ MAKE CHANGES AND SEND ANOTHER PROOF

Colors selected for printing: Logo is in EPS format; One color-Black; Intaglio prints in SC-3.

COLOR: This proof was printed from a digital file or artwork on a graphic quality, color laser printer. It is a good representation of the color as it will appear on the final product. However, it is not an exact color rendition, and the final printed product may appear slightly different from the proof due to the difference between the dyes and printing ink.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM - as tenants in common         UNIF GIFT MIN ACT -      Custodian      UNIF TRANS MIN ACT -     Custodian
TEN ENT - as tenants by the entireties                    ------         ------                    -----         ------
JT TEN  - as joint tenants with right                     (Cust)         (Minor)                   (Cust)        (Minor)
          of survivorship and not as                      under Uniform Gifts to Minors           under Uniform Transfers to Minors
          tenants in common                               Act                                     Act
                                                             --------------------------              ------------------------------
                                                                     (State)                                     (State)
                         Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

Please print or typewrite name and address including postal zip code of assignee

of the Class A Common Stock represented by the within Certificate and do hereby irrevocably constitute and appoint
Attorney

to transfer the said Shares on the books of the within named Corporation with full power of substitution in the premises.

Dated

X
NOTICE: THE SIGNATURE(S) TO THE ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN UPON
THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED:
THE SIGNATURES(S) MUST BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-16.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

Exhibit 4.2

FORM OF STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (the "Agreement") is made as of November [ ], 2003 by and among Nexstar Broadcasting Group, Inc., a Delaware corporation (the "Company"), ABRY Broadcast Partners II, L.P., a Delaware limited partnership ("ABRY II"), ABRY Broadcast Partners III, L.P., a Delaware limited partnership ("ABRY III", and collectively with ABRY II, "ABRY"), Banc of America Capital Investors I, L.P., a Delaware limited partnership ("BACI"), Perry A. Sook ("Sook") each of the executives signatory hereto, and certain holders of Old Class B Shares (as defined below) signatory hereto.

WHEREAS, Nexstar Broadcasting Group, L.L.C., the Company's predecessor (the "LLC"), ABRY, BACI, Sook and the other signatories thereto are parties to a Fourth Amended and Restated Investors Agreement, dated as of August 7, 2001, as amended (the "Investors Agreement");

WHEREAS, the Company intends to conduct an initial public offering prior to which the LLC will merge with and into the Company;

WHEREAS, the LLC issued Class D-1 Interests to the Company for the benefit of the holders of Old Class B Shares;

WHEREAS, the Investors Agreement granted holders of Class D-1 Interests certain registration rights and the holder of Class D-1 Interests agreed to, among other things, certain restrictions on the transfer of the Class D-1 Interests;

WHEREAS, the LLC and BACI are parties to a Registration Rights Agreement dated as of August 7, 2001 (the "Registration Rights Agreement"); and

WHEREAS, the parties hereto desire to terminate the Investors Agreement, the Securities Purchase Agreement and the Registration Rights Agreement and to enter into with this Agreement in connection with (i) the merger of the LLC and certain of its direct and indirect subsidiaries with and into the Company and
(ii) the Company's initial public offering.

NOW, THEREFORE, 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:

Section 1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

(a) "Advice" has the meaning set forth in the last paragraph of Section 2.6 of this Agreement.

(b) "Affiliate" means with respect to any Person, any other Person controlling, controlled by, or under common control with such first Person.

(d) "BACI Registrable Securities" means the Shares and any other securities issued or issuable with respect to the Class D-2 Interests of the LLC by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, in each case, to the extent held by BACI upon consummation of the Initial Public Offering; provided, however, that a security ceases to be a BACI Registrable Security when it is no longer a Transfer Restricted Security.

(e) "Blue Sky" has the meaning set forth in Section 6(d).

(f) "Board" means, with respect to any Person other than an individual, the board of directors or similar managing body of such Person.

(g) "Company" has the meaning set forth in the first paragraph of this Agreement.

(h) "DTC" has the meaning set forth in Section 2.6(i) of this Agreement.

(i) "Effectiveness Date" has the meaning set forth in Section 2.1(a) of this Agreement.

(j) "Effectiveness Period" has the meaning set forth in Section 2.1(a) of this Agreement.

(k) "Exchange Act" has the meaning set forth in Section 2.6(a) of this Agreement.

(l) "FCC" means the Federal Communications Commission.

(m) "Filing Date" has the meaning set forth in Section 2.1(a) of this Agreement.

(n) "Holder" means any holder of a BACI Registrable Security.

(o) "Incidental Registration" has the meaning set forth in Section 2.2(a) of this Agreement.

(p) "Inspectors" has the meaning set forth in Section 2.6(n) of this Agreement.

(q) "Initial Public Offering" means the initial registered underwritten public offering of the capital stock of the Company providing net proceeds to the Company of at least $15 million.

(r) "Merger Effective Time" Means the occurrence of the Effective Time as such term is defined in that certain Agreement of Merger adopted on November [ ], 2003 by

each of Nexstar Broadcasting Group, L.L.C. and Nexstar Finance Holdings II, L.L.C., Nexstar Broadcasting Of Northeastern Pennsylvania, Inc., Nexstar Broadcasting Of Joplin, Inc., Nexstar Broadcasting Of Erie, Inc., KBTV Broadcasting Inc., KFDX Broadcasting Inc., Nexstar Broadcasting Of Rochester, Inc., KTAB Broadcasting Inc., Erc Holdings, Inc., Nexstar Midwest Holdings, Inc., Nexstar Broadcasting Of Champaign, Inc., Nexstar Broadcasting Of Peoria, Inc., KMID Broadcasting Inc., KTAL Broadcasting Inc., Nexstar Alabama Holdings, Inc., Nexstar Arkansas Holdings, Inc., and the Company.

(s) "NASD" has the meaning set forth in Section 2.7 of this Agreement.

(t) "Non-BACI Registrable Securities" the Shares and any other securities, in each case held by Sook, any Executive, or ABRY immediately upon the consummation of the Initial Public Offering, issued or issuable with respect to the Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization,; provided, however, that a security ceases to be a Registrable Security when it is no longer a Transfer Restricted Security.

(u) "Old Class B Shares" means the shares of Class B Common Stock, par value $0.01 per share, of the Company that are issued and outstanding prior to the Merger Effective Time.

(v) "Person" means any individual, trustee, corporation, partnership, joint stock company, trust, unincorporated association, union, business association, firm or other legal entity.

(w) "Prospectus" means the prospectus included in any Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

(x) "Registrable Securities" means the BACI Registrable Securities, the Non-BACI Registrable Securities, and the Shares distributed solely with respect to the Class D-1 Interests of the LLC.; provided, however, that a security ceases to be a Registrable Security when it is no longer a Transfer Restricted Security.

(y) "Registration Statement" means any registration statement of the Company that covers any of the Registrable Securities, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

(z) "Rule 144" means Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by the SEC providing for offers and sales of securities made in compliance therewith

resulting in offers and sales by subsequent holders that are not affiliates of an issuer of such securities being free of the registration and prospectus delivery requirements of the Securities Act.

(aa) "SEC" means the Securities and Exchange Commission.

(bb) "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

(cc) "Securities Purchase Agreement" means the Securities Purchase Agreement, dated as August 7, 2001, by and between the Company and BACI, as amended.

(dd) "Shareholder" means any holder of Shares who is subject to the terms of this Agreement.

(ee) "Shares" means shares of the Company's Class A Common Stock, Class B Common Stock and Class C Common Stock (each as defined in the Company's certificate of incorporation).

(ff) "Subsidiaries" means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of such Person or entity or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association or other business entity.

(gg) "Transfer" means sell, transfer, assign, pledge or otherwise dispose of any interest in any Shares.

(hh) "Transfer Restricted Security" means a Share until such Share (i) has been effectively registered under the Securities Act and disposed of in accordance with a registration statement filed under the Securities Act covering it or (ii) is distributed to the public pursuant to Rule 144 or (iii) may be transferred without registration under the Securities Act pursuant to subsection
(k) of Rule 144.

(ii) "underwritten registration" or "underwritten offering" means a registration under the Securities Act in which securities of the Company (including, without limitation, Registrable Securities) are sold to an underwriter for reoffering to the public.

Section 2. Demand Registrations.

(a) Demand Registration Right.

(i) The Company covenants and agrees with (i) each Holder of BACI Registrable Securities that if on or after 12 months following the consummation of an Initial Public Offering, the Company receives a written request from Holders of not less than a majority of the then outstanding BACI Registrable Securities, and (ii) each Holder of Non-BACI Registrable Securities, that if on or after 180 days following the consummation of an Initial Public Offering, the Company receives a written request from Holders of not less than a majority of the then outstanding BACI Registrable Securities or Non-BACI Registrable Securities, as the case may be, then within sixty (60) days after receipt of such notice (the 60th day after such notice, the "Filing Date") the Company shall use its best efforts to file a Registration Statement and cause such Registration Statement to become effective under the Securities Act at the earliest possible date after such notice (such date, the "Effectiveness Date") with respect to the offering and sale or other disposition of such BACI Registrable Securities or Non-BACI Registrable Securities, as the case may be, as such Holders desire to have covered by such Registration Statement. The Company shall use its best efforts to continuously maintain the effectiveness of such Registration Statement until the earlier of (i) 270 days after the effective date of the Registration Statement or (ii) the consummation of the distribution by the Holders of all of the Registrable Securities covered by such Registration Statement (the "Effectiveness Period"). If such Registration is an underwritten registration, and the managing underwriters thereof advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the Registrable Securities pursuant to this Section 2.1 requested to be included in such registration and
(ii) second, other securities requested to be included in such registration pro rata among the holders of such securities on the basis of the number of shares owned by each such holder.

Notwithstanding anything in this Agreement to the contrary,

(1) the Company shall not be required pursuant to this Section 2.1 to effect more than (i) one registration pursuant to this Section 2.1 with respect to the BACI Registrable Securities and (ii) three registrations pursuant to this Section 2.1 with respect to the Non-BACI Registrable Securities that can not be registered by the Company on Form S-3 and (b) one registration every six months with respect to Non-BACI Registrable Securities which the Company can register on Form S-2 or Form S-3;

(2) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect such registration pursuant to this Section 2.1(a) unless such underwriting shall be conducted on a "firm commitment" basis, and

(3) any Holder whose Registrable Securities were to be included in any such registration, by written notice to the Company, may

withdraw such request and, if upon receipt of such notice of the withdrawal of such request the Holders that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Registrable Securities to initiate a request under this Section 2.1(a), then the Company shall not effect such registration and if the Holders of such Registrable Securities reimburse the Company for the out-of-pocket costs of such registration, such registration shall not be deemed effected for the purpose of clause
(1) above.

Each notice to the Company requesting registration to be effected shall set forth (A) the number of Shares to be included; (B) the name of the Holders of the Registrable Securities and the amount to be sold; and (C) the proposed manner of sale. Within 10 (ten) days after receipt of such notice, the Company shall notify each Holder of Registrable Securities who is not a party to the written notice served on the Company (or the transferee(s) of such Holder) and offer to them the opportunity to include their Registrable Securities in such registration. A Registration Statement will not count as complying with the terms hereof unless it is declared effective by the SEC and remains continuously effective for the Effectiveness Period.

(b) Each Holder of Registrable Securities agrees, if requested by the managing underwriter or underwriters in an underwritten offering of securities of the Company, not to effect any public sale or distribution of Registrable Securities or of securities of the Company of the same class as any securities included in such Registration Statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration), during the 10-day period prior to, and during the 180-day period beginning on, the closing date of each underwritten offering made pursuant to such Registration Statement, to the extent timely notified in writing by the Company or the managing underwriter or underwriters and provided that such period is no longer than the hold-back period agreed to by any other person in connection with such registration.

(c) Notwithstanding the foregoing, (i) the Company's obligation to file a Registration Statement pursuant to this Section 2.1 and (ii) following the date on which a Registration Statement pursuant to this Section 2.1 first becomes effective under the Securities Act, the effectiveness of such Registration Statement may be suspended by the Company by prior written notice to the Holders for a period not to exceed 90 days in any twelve month period if (x) an event occurs and is continuing as a result of which the Registration Statement would, in the reasonable good faith judgment of the Company (or its Board), contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading and (y)(1) the Company (or its Board) reasonably determines in good faith that the disclosure of such event at such time would have a material adverse effect on the business, operations or prospects of the Company and its subsidiaries, taken as a whole, or (2) the disclosure otherwise relates to a previously undisclosed pending material business transaction, the disclosure of which would, in the reasonable good faith judgment of the Company (or its Board), impede the Company's ability to consummate such transaction.

Section 2.2 Incidental Registration.

(a) If, at any time when Registrable Securities are outstanding, the Company proposes to register any of its equity securities under the Securities Act (other than a registration on Form S-4 or S-8 or any successor form thereto), whether or not for sale for its own account, and the registration form to be used therefor may be used for the registration of Registrable Securities, it will each such time give prompt written notice to all Holders of Registrable Securities of the Company's intention to do so and, upon the written request of any such Holder to the Company made within 10 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), the Company will use its best efforts to effect the registration (an "Incidental Registration") under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof.

(b) Subject to Section 2.2(c) of this Agreement, if an Incidental Registration is an underwritten registration, and the managing underwriters thereof advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities the Company proposes to sell for its own account in such registration, and (ii) second, the securities of the holders requesting such registration and the Registrable Securities of Holders requested to be included in such registration pursuant to this Section 2.2, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder.

(c) Notwithstanding Section 2.2(b), if an Incidental Registration is an underwritten secondary registration solely on behalf of holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration, the securities of all other holders of securities effecting a demand registration in connection therewith and the Registrable Securities of Holders requested to be included in such registration pursuant to this Section 2.2, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder, and (ii) second, other securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder.

Section 2.3 Supplements and Amendments. If a Registration Statement ceases to be effective for any reason at any time during the period for which it is required to be effective under this Agreement, the Company shall use its best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof and shall in connection therewith promptly supplement and amend any such Registration Statement in a manner reasonably and in good faith expected to obtain the withdrawal of the order suspending the effectiveness thereof, and the Company shall use its best efforts to cause any such Registration Statement to be declared effective as soon as practicable after such amendment or supplement and to keep such Registration Statement continuously effective for a period equal to the period for which it is

required to be effective under this Agreement less the aggregate number of days during which any predecessor Registration Statement was previously effective.

The Company shall supplement and amend a Registration Statement if required by the rules, regulations or instructions applicable to the applicable registration form for such Registration Statement or, if required by the Securities Act or the SEC.

Section 2.4 Restrictions on Public Sale by the Company and Others. The Company agrees (i) that it shall not, and that it shall not cause or permit any of its subsidiaries to, effect any public sale or distribution of any securities of the same class as any of the Registrable Securities or any securities convertible into or exchangeable or exercisable for such securities (or any option or other right for such securities) (except for any securities issued to officers, directors and/or employees of the Company or its subsidiaries pursuant to options or agreements entered into with such officers, directors and/or employees in connection with their employment or pursuant to the Company's stock option, stock bonus and other stock plans and arrangements for officers, directors and employees) during the 10-day period prior to, and during the 180-day period beginning on, the commencement of any underwritten offering of Registrable Securities which has been scheduled prior to the Company or any of its subsidiaries publicly announcing its intention to effect any such public sale or distribution; (ii) that any agreement entered into after the date of this Agreement pursuant to which the Company (or, if applicable, any subsidiary of the Company) issues or agrees to issue any securities which have registration rights shall contain (x) a provision under which the holders of such securities agree, in the event of an underwritten offering of Registrable Securities, not to effect any public sale or distribution of any securities of the same class as any of the Registrable Securities (or any securities convertible into or exchangeable or exercisable for any such securities), or any option or other right for such securities, during the periods described in clause (i) of this
Section 2.4, in each case including a sale pursuant to Rule 144 under the Securities Act (or any similar provision then in effect) and (y) a provision that effects, upon notice given pursuant to Section 2.1 of this Agreement to the Company that an underwritten offering of Registrable Securities is to be undertaken, the lapse of any demand registration rights with respect to any securities of the Company (or, if applicable, of any subsidiary of the Company) until the expiration of 180 days after the date of the completion of any such underwritten offering; and (iii) that the Company (and, if applicable, each subsidiary of the Company) will not after the date hereof enter into any agreement or contract wherein the exercise by any Holder of its right to an Incidental Registration hereunder would result in a breach thereof or a default thereunder or would otherwise conflict with any provision thereof.

Section 2.5 Underwritten Registrations. If any of the Registrable Securities covered by a Registration Statement filed pursuant to Section 2.1 of this Agreement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of not less than a majority of the Registrable Securities covered by such Registration Statement and will be reasonably acceptable to the Company. If the managing underwriter or underwriters advise the Company and the Holders in writing that in the opinion of such underwriter or underwriters the amount of Registrable Securities proposed to be sold in such offering exceeds the amount of securities that can be sold in such offering, there shall be included in such underwritten offering the amount of Registrable Securities which in the opinion of such underwriter or underwriters can be sold, and such amount shall be allocated pro rata among the Holders of Registrable Securities on the basis

of the number of Registrable Securities requested to be included by each such Holder and all Holders. The Holders of Registrable Securities sold in any such offering shall pay all underwriting discounts and commissions of the underwriter or underwriters pro rata; provided, however, that this Section 2.5 shall not relieve the Company of its obligations under Section 2.7 of this Agreement.

No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Holders of not less than a majority of the Registrable Securities to be included in the Registration Statement and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Section 2.6 Registration Procedures. In connection with any Registration Statement required to be filed pursuant to Section 2.1 of this Agreement, the Company shall effect such registration to permit the offering and sale of the Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall as expeditiously as possible:

(a) Prepare and file with the SEC as soon as practicable each such Registration Statement and cause such Registration Statement to become effective and remain effective as provided herein; provided, however, that before filing any such Registration Statement or any Prospectus or any amendments or supplements thereto (including documents that would be incorporated or deemed to be incorporated therein by reference, including such documents filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") that would be incorporated therein by reference), the Company shall afford promptly to the Holders of the Registrable Securities covered by such Registration Statement, their counsel and the managing underwriter or underwriters, if any, an opportunity to review copies of all such documents proposed to be filed a reasonable time prior to the proposed filing thereof and the Company shall give reasonable consideration in good faith to any comments of such Holders, counsel and underwriters.

(b) Prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement as may be necessary to keep such Registration Statement continuously effective for the time periods prescribed hereby; cause the related Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and comply in all material respects with the provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to it with respect to the disposition of all securities covered by such Registration Statement as so amended or in such prospectus as so supplemented.

(c) Notify the Holders of Registrable Securities, their counsel and the managing underwriter or underwriters, if any, promptly, and confirm such notice in writing, (i) when a Prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective (including in such notice a written statement that any Holder may, upon

request, obtain, without charge, one conformed copy of such Registration Statement or post-effective amendment including financial statements and schedules and exhibits), (ii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation or threatening of any proceedings for that purpose, (iii) if at any time when a prospectus is required by the Securities Act to be delivered in connection with sales of the Registrable Securities the representations and warranties of the Company contained in any agreement (including any underwriting agreement) contemplated by Section 2.6(m) of this Agreement, to the knowledge of the Company, cease to be true and correct in any material respect, (iv) of the receipt by the Company of any notification with respect to (A) the suspension of the qualification or exemption from qualification of the Registration Statement or any of the Registrable Securities covered thereby for offer or sale in any jurisdiction, or (B) the initiation or threatening of any proceeding for such purpose, (v) of the happening of any event, the existence of any condition or information becoming known to the Company that requires the making of any changes in such Registration Statement, Prospectus or documents so that, in the case of such Registration Statement, it will conform in all material respects with the requirements of the Securities Act and it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and that in the case of the Prospectus, it will conform in all material respects with the requirements of the Securities Act and it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of the Company's reasonable determination that a post-effective amendment to such Registration Statement would be appropriate.

(d) Use every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of a Prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Securities covered thereby for sale in any jurisdiction, and, if any such order is issued, to obtain the withdrawal of any such order at the earliest practicable moment.

(e) If requested by the managing underwriter or underwriters, if any, or the Holders of a majority of the Registrable Securities being sold in connection with an underwriting offering, (i) promptly incorporate in a prospectus supplement or post-effective amendment such information as is reasonably necessary to be included therein to comply with applicable law and (ii) make all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after the Company has received notification of the matters to be incorporated in such prospectus supplement or post-effective amendment.

(f) Furnish to each Holder of Registrable Securities who so requests and to counsel for the Holders of Registrable Securities and each managing underwriter, if any, without charge, upon request, one conformed copy of the Registration Statement and each post-effective amendment thereto, including financial statements and schedules, and of all documents incorporated or deemed to be incorporated therein by reference and all exhibits (including exhibits incorporated by reference).

(g) Deliver to each Holder of Registrable Securities, their counsel and each underwriter if any, without charge, as many copies of each Prospectus (including each form of prospectus) and each amendment or supplement thereto as such Holders may reasonably request but only for so long as the Company is required to keep such registration statement effective; and, subject to the last paragraph of this Section 2.6, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the Holders of Registrable Securities and the underwriter or underwriters or agents, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(h) Prior to any offering of Registrable Securities, cooperate with the Holders of Registrable Securities, the underwriter or underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of, such Registrable Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as may be required to permit the resale thereof by the Holders of Registrable Securities, or as the managing underwriter or underwriters reasonably request in writing; provided, however, that where Registrable Securities are offered other than through an underwritten offering, the Company agrees to cause its counsel to perform Blue Sky investigations and file registrations and qualifications required to be filed pursuant to this
Section 2.6(h); keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be effective hereunder and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the securities covered thereby; provided, however, that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or
(C) become subject to taxation in any jurisdiction where it is not then so subject.

(i) Cooperate with the Holders of Registrable Securities and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates shall not bear any restrictive legends whatsoever and shall be in a form eligible for deposit with The Depository Trust Company ("DTC"); and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or Holders may reasonably request at least two business days prior to any sale of Registrable Securities in a firm commitment underwritten public offering.

(j) Use its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities, except as may be required solely as a consequence of the nature of such selling Holder's business, in which case the Company will cooperate in all reasonable respects with the filing of the Registration Statement and the granting of such approvals.

(k) Upon the occurrence of any event contemplated by Section 2.6(c)(v) or 2.6(c)(vi) of this Agreement, as promptly as practicable prepare a supplement or post-effective

amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and, subject to Section 2.6(a) hereof, file such with the SEC so that, as thereafter delivered to the purchasers of Registrable Securities being sold thereunder, such Prospectus will not contain an 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, in light of the circumstances under which they were made, not misleading and will otherwise comply with law.

(l) Prior to the effective date of a Registration Statement, (i) provide the registrar for the Shares or such other Registrable Securities with printed certificates for such securities in a form eligible for deposit with DTC and
(ii) provide a CUSIP number for such securities.

(m) Enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and take all such other actions as are reasonably requested by the managing underwriter or underwriters in order to expedite or facilitate the registration or disposition of such Registrable Securities in any underwritten offering to be made of the Registrable Securities in accordance with this Agreement, and in such connection, (i) make such representations and warranties to the underwriter or underwriters, with respect to the business of the Company and the subsidiaries of the Company, and the Registration Statement, Prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings, and confirm the same if and when requested; (ii) obtain an opinion of counsel to the Company (which counsel shall be Kirkland & Ellis LLP or another counsel reasonable satisfactory to the managing underwriting or underwriters and which opinion (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter or underwriters), addressed to the underwriter or underwriters covering the matters customarily covered in opinions requested in underwritten offerings with respect to secondary distributions and such other matters as may be reasonably requested by underwriters; (iii) use its reasonable best efforts to obtain "cold comfort" letters and updates thereof (which letters and updates shall be reasonably satisfactory in form, scope and substance to the managing underwriter or underwriters) from the independent certified public accountants of the Company (and, if applicable, the subsidiaries of the Company) and, to the extent reasonably practicable, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement, addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings; and (iv) if an underwriting agreement is entered into, the same shall contain indemnification provisions and procedures no less favorable than those set forth in Section 3 hereof (or such other provisions and procedures acceptable to Holders of a majority of Registrable Securities covered by such Registration Statement and the managing underwriter or underwriters or agents) with respect to all parties to be indemnified pursuant to said Section. The above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder.

(n) Make available for inspection by a representative of the Holders of Registrable Securities being sold, any underwriter participating in any such disposition of

Registrable Securities, if any, and any attorney or accountant retained by such representative of the Holders or underwriter (collectively, the "Inspectors"), at the offices where normally kept, during reasonable business hours, all pertinent financial and other records, pertinent corporate documents and properties of the Company and the subsidiaries of the Company, and cause the officers, directors and employees of the Company and the subsidiaries of the Company to supply all information in each case reasonably requested by any such Inspector in connection with such Registration Statement; provided, however, that any information that is designated in writing by the Company, in good faith, as confidential at the time of delivery of such information, shall be kept confidential by such Inspector and not used by such Inspector for any purpose other than in connection with such Inspector's review of the Registration Statement for such registration except to the extent (i) disclosure of such information is required by court or administrative order, (ii) disclosure of such information, is required by law, (iii) disclosure of such information is in the written opinion of counsel for any such Inspector (a copy of which is furnished to the Company), necessary or advisable in connection with any action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such Inspector and arising out of, based upon, relating to or involving this Agreement or any of the transactions contemplated hereby or arising hereunder, or (iv) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by such Inspector; without limiting the foregoing, no such information shall be used by such Inspector as the basis for any market transactions in securities of the Company or the subsidiaries of the Company in violation of applicable law. Each selling Holder of such Registrable Securities agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company or of any of its Affiliates unless and until such is made generally available to the public. Each selling Holder of such Registrable Securities further agrees that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, give prompt notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to prevent disclosure of the information deemed confidential.

(o) Comply in all material respects with all applicable rules and regulations of the SEC and make generally available to its securityholders earnings statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than forty-five (45) days after the end of any 12-month period (or ninety (90) days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are sold to an underwriter or to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to an underwriter or to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company after the effective date of the relevant Registration Statement, which statements shall cover said 12-month periods.

(p) Use its reasonable best efforts to cause all Registrable Securities relating to such Registration Statement to be listed on each securities exchange, if any, on which similar securities issued by the Company are then listed.

Each seller of Registrable Securities as to which any registration is being effected agrees, as a condition to the registration obligations with respect to such Holder provided herein, to furnish promptly to the Company such information regarding such seller and the distribution of such

Registrable Securities as the Company may, from time to time, reasonably request in writing to comply with the Securities Act and other applicable law. The Company may exclude from such registration the Registrable Securities of any seller who unreasonably fails to furnish such information within a reasonable time after receiving such request. If the identity of a seller of Registrable Securities is to be disclosed in the Registration Statement, such seller shall be permitted to include all information regarding such seller as it shall reasonably request.

Each Holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.6(c)(ii), 2.6(c)(iv), 2.6(c)(v) or 2.6(c)(vi) of this Agreement, such Holder will forthwith discontinue disposition of such Registrable Securities covered by the Registration Statement or Prospectus until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.6(k), or until it is advised in writing (the "Advice") by the Company that the use of the applicable prospectus may be resumed, and has received copies of any amendments or supplements thereto, and, if so directed by the Company, such Holder will either (i) deliver to the Company, or (ii) destroy, all copies, other than permanent file copies, then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period of time for which a Registration Statement is required hereunder to be effective shall be extended by the number of days during such periods from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement shall have received (x) the copies of the supplemented or amended Prospectus contemplated by Section 2.6(k) or (y) the Advice.

Section 2.7 Registration Expenses. All fees and expenses incident to the performance of or compliance with the provisions of Section 2 of this Agreement by the Company shall be borne by the Company whether or not any Registration Statement is filed or becomes effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the National Association of Securities Dealers, Inc. (the "NASD") in connection with an underwritten offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, fees and disbursements of counsel for the underwriter or underwriters in connection with Blue Sky qualifications of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as provided in Section 2.6(h)), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with DTC and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, or, in respect of Registrable Securities, by the Holders of a majority of Registrable Securities included in any Registration Statement), (iii) reasonable fees and disbursements of all independent certified public accountants referred to in Section 2.6(m)(iii) of this Agreement (including, without limitation, the reasonable expenses of any special audit and "cold comfort" letters required by or incident to such performance), (iv) the fees and expenses of any "qualified independent underwriter" or other independent appraiser participating in an offering pursuant to Schedule E to the By-laws of the NASD, (v) liability insurance under the Securities Act, if the Company so desires such insurance,
(vi) fees and expenses of all attorneys, advisors, appraisers and other persons retained by the Company or any subsidiary of the Company, (vii) internal expenses of the Company and the subsidiaries of the Company (including, without limitation, all salaries and

expenses of officers and employees of the Company and the subsidiaries of the Company performing legal or accounting duties), (viii) the expense of any annual audit and (ix) the expenses relating to printing, word processing and distributing all Registration Statements, underwriting agreements, securities sales agreements, indentures and any other documents necessary in order to comply with this Agreement. Anything herein to the contrary notwithstanding, all underwriting and brokerage discounts and commissions shall be paid by the Holders of Registrable Securities.

In connection with any Registration Statement hereunder or any amendment thereto, the Company shall reimburse the Holders of the Registrable Securities being registered in such registration for the reasonable fees and disbursements of not more than one counsel (together with appropriate local counsel) chosen by the Holders of a majority of the Registrable Securities to be included in such Registration Statement.

Section 2.8 Rule 144. The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the reasonable request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales pursuant to Rule 144 and Rule 144A under the Securities Act. The Company further covenants that it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 and Rube 144A under the Securities Act, as such Rules may be amended from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such information requirements.

Section 3. Indemnification

Section 3.1 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Holder and each Person, if any, who controls any Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities, joint or several, to which such Holder or controlling Person may become subject, under the Securities Act or otherwise, caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any Prospectus or any amendment or supplement thereto or any preliminary prospectus, 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, and will reimburse each Holder for any legal or other expenses reasonably incurred by such Holder in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to the Company by any Holder expressly for use therein; and provided further that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or

alleged omission in the Prospectus, if such untrue statement or alleged untrue statement or omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the seller of Registrable Securities thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of Registrable Securities to the person asserting such loss, claim, damage, or liability after the Company had furnished such seller with a sufficient number of copies of the same or if the seller received written notice from the Company of the existence of such untrue statement or alleged untrue statement or omission or alleged omission and the seller continued to dispose of Registrable Securities prior to the time of the receipt of either (A) an amended or supplemented Prospectus which completely corrected such untrue statement or omission or (B) a notice from the Company that the use of the existing Prospectus may be resumed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any Holder or any Person controlling such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act.

Section 3.2 Indemnification by Holder of Registrable Securities. Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Company's directors, the Company's officers who sign the Registration Statement and any person controlling the Company to the same extent as the foregoing indemnity from the Company to each Holder set forth in Section 3.1, but only with reference to, and in conformity with, information furnished in writing by such Holder expressly for use in a Registration Statement, the Prospectus or any preliminary prospectus, or any amendment or supplement thereto and will reimburse any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or Person controlling the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and shall survive the transfer of such securities by such Holder. Notwithstanding anything to the contrary herein, no Holder shall be required to pay any amount to meets its indemnity obligation hereunder in excess of the amount of the total proceeds of the sale of such Holder's Registrable Securities in the offering to which the indemnity claim relates.

Section 3.3 Conduct of Indemnification Proceeding. In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either Section 3.1 or Section 3.2, such Person (the "indemnified party") shall promptly notify the Person against whom such indemnity may be sought (the "indemnifying party") in writing; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than as provided above. In case any such proceeding is instituted against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party shall have the right to retain counsel satisfactory to such indemnified party to defend against such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and

representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party has not retained counsel to defend such proceeding, notwithstanding anything to the contrary in this Section 3. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm for all such indemnified parties. Such firm shall be designated in writing by the Holders of a majority of the Registrable Securities included in such Registration Statement in the case of parties indemnified pursuant to Section 3.1 and by the Company in the case of parties indemnified pursuant to Section 3.2. All fees and expenses which an indemnified party is entitled to receive from an indemnifying party under this
Section 3 shall be reimbursed as they are incurred. No indemnifying party shall, without prior written consent of the indemnified party (which shall not be unreasonably withheld or delayed), effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action.

Section 3.4 Contribution. If the indemnification provided for in Section 3.1 or Section 3.2 is unavailable as a matter of law to an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under either such Section, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, judgments or liabilities in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and of the Holders of Registrable Securities covered by the Registration Statement in question on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Company, or by the Holders of Registrable Securities covered by the Registration Statement in question and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 3 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph of this Section 3.4 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 3, no Holder shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities sold by such Holder and distributed to the public were offered to the public exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such 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.

Section 3.5 Other Indemnities. The obligations of the Company and of each of the Holders under this Section 3 shall be in addition to any liability which the Company or which any of the Holders may otherwise have.

Section 4. Legend. Each certificate evidencing Shares held by ABRY, Sook and any Executive (to the extent the Shares are in certificated form) and each certificate issued in exchange for or upon the Transfer of any such Shares shall be stamped or otherwise imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT DATED AS OF NOVEMBER [ ], 2003 AMONG THE ISSUER OF SUCH SECURITIES (THE "COMPANY") AND CERTAIN OF THE COMPANY'S SECURITY HOLDERS. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.

The legend set forth above shall be removed from the certificates evidencing Shares (to the extent the Shares are in certificated form) which cease to be subject to the terms of this Agreement.

Section 5. Investment Representations. Each of the Shareholders represents and warrants (as to himself, herself or itself only) to the Company as follows:

(a) Such Shareholder is an "accredited investor" as that term is defined in Regulation D as promulgated under the Securities Act.

(b) Such Shareholder has acquired solely for investment, for his own account, and not with a view to resell or otherwise distribute such Shares. Such Shareholder understands that such Shares will constitute "restricted securities" within the meaning of Rule 144 as promulgated under the Securities Act, and as such, such Shares may not be immediately resold or transferred by such Shareholder. Such Shareholder understands and agrees that an appropriate restrictive transfer legend will be placed on any instrument or certificate representing the Shares.

(c) Such Shareholder covenants and agrees that the Company has made available to him/her the opportunity to obtain information regarding the business and financial condition of the Company and to evaluate the merits and risks of his/her prospective investments in Shares. Such Shareholder acknowledges that he/she has asked questions of ABRY Partners, Inc. and the Company regarding the financial condition and prospects of the Company and other matters related to the merits and risks of an investment in Shares and has been provided detailed financial projections relating thereto, and he/she has received satisfactory answers concerning such matters. Such Shareholder acknowledges that the Company and/or its officers have made

available to him/her all documents and information that he/she has requested relating to his prospective purchase of Shares.

(d) Such Shareholder acknowledges that the Shares have not been registered (nor is registration contemplated) under the Securities Act or any applicable state securities laws ("Blue Sky Laws"). Accordingly, such Shares must be held indefinitely unless (y) they are subsequently registered under the Act and/or the Blue Sky Laws or (z) in the opinion of legal counsel for the Company, a sale or transfer may be made without registration thereunder.

Section 6. Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Section 7. Board of Directors.

(a) From and after the date hereof and until the provisions of this Section 7 cease to be effective, each of Sook and ABRY shall vote all of the voting securities of the Company over which such party has voting control and shall take all other necessary or desirable actions within such party's control, and the Company shall take all necessary and desirable actions within its control and shall cause each of its Subsidiaries to take all necessary and desirable actions within its control, so that:

(i) the authorized number of directors on the Board of the Company shall be established at nine (9) directors;

(ii) the following individuals shall be elected to the Board of the Company:

(1) five (5) representatives (subject to adjustment pursuant to
Section 7(c) below) designated by ABRY; and

(2) Sook.

(iii) at all times, the composition of the board of directors of each of the Company's direct and indirect Subsidiaries (a "Sub Board") shall be the same as that of the Board;

(iv) the removal from the Board (with or without cause) of any representative designated by ABRY pursuant to subparagraph (ii)(A) above shall be at ABRY's written request, but only upon such written request and under no other circumstances;

(v) if Sook ceases to be an employee of the Company and its Subsidiaries, he shall be removed as a director promptly after his employment ceases; and

(vi) in the event that any representative designated by ABRY pursuant to subparagraph (a)(ii)(1) above ceases to serve as a member of the Board during his term of

office, the resulting vacancy on the Board shall be filled by a representative designated by ABRY as provided hereunder.

(b) The Company shall pay the reasonable out-of-pocket expenses incurred by each director in connection with attending the meetings of the Board, any Sub Board and any committee thereof. In addition, the Company shall pay to each Director a nominal fee for his or her service on the audit and compensation committees of the Board. So long as any ABRY Director serves on the Board and for five years thereafter, the Company shall maintain directors and officers indemnity insurance coverage satisfactory to ABRY, and the Company's certificate of incorporation and bylaws shall provide for indemnification and exculpation of directors to the fullest extent permitted under applicable law.

(c) The rights of ABRY under this Section 7 shall terminate at such time as ABRY and its Affiliates hold in the aggregate voting securities representing less than 20% of the voting power of the Company held by such Persons on the date hereof; provided, that if ABRY and its Affiliates hold in the aggregate voting securities representing less than 25% (but greater than 20%) of the voting power of the Company, ABRY shall only be entitled to designate three (3) representatives of the Board of Directors, provided, further, that ABRY may assign its right to designate directors hereunder to any Person or group of affiliated Persons who acquire securities representing more than 25% of the voting power of the Company held by ABRY as of the date hereof.

(d) If any party fails to designate a representative to fill a directorship pursuant to the terms of this Section 7, the election of an individual to such directorship shall be accomplished in accordance with the Company's bylaws and applicable law.

Section 8. Effectiveness of this Agreement.

This Agreement shall de deemed effective and in full force and effect upon the consummation of the Initial Public Offering (the "Effective Time").

Section 9. Termination of Investors Agreement, Securities Purchase Agreement and Registration Rights Agreement.

The parties hereto hereby agree that, to the extent such party is a party to or is entitled to the benefits of such agreement, immediately upon the occurrence of the Effective Time, the Investors Agreement, the Securities Purchase Agreement, and the Registration Rights Agreement shall be terminated and shall have no further force or effect, provided, however, that the Investors Agreement shall remain in full force and effect as between the Company and any party thereto (including any assignee of a party thereto of securities subject to the Investors Agreement) that is not a party to this Agreement, provided, further, however, that the Investors Agreement shall be terminated and have no further force and effect between the Company and any party thereto (including any assignee of a party thereto of securities subject to the Investors Agreement) that becomes a signatory to this Agreement after the date hereof.

Section 10. Transfer of Shares by ABRY. ABRY hereby agrees that prior to the transfer of any Shares or other securities that result in ABRY having less than a majority of the voting power of the Company, the Company and ABRY shall have received any necessary consent from the Federal Communications Commission.

Section 11. Miscellaneous Amendment and Waiver. Except as otherwise provided herein, any modification, amendment or waiver of any provision of this Agreement will be effective against the Company and the Shareholders only if such modification, amendment or waiver is approved in writing by the Company and ABRY, any by any other party hereto but only to the extent such party is adversely effected by such amendment. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(a) Severability. Whenever possible, each provision of this Agreement 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.

(b) Entire Agreement. Except as otherwise expressly set forth herein, this agreement and the other agreements referred to herein embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede 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.

(c) Successors and Assigns. Except as otherwise provided herein, this Agreement will bind and inure to the benefit of and be enforceable by the Company and its successors and assigns and any subsequent holders of Shares subject to this Agreement and the respective successors and assigns of each of them, so long as they hold Shares.

(d) Counterparts. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together shall constitute one and the same agreement.

(e) Remedies. The parties hereto shall be entitled to enforce their rights under this Agreement specifically to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party hereto may in its sole discretion apply to any court of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

(f) Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, sent by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address indicated on the schedules hereto and to any subsequent holder of Shares subject to this Agreement at such address as is indicated in the Company's records, or at such address or to the attention of such other Person as the recipient party has specified by prior

written notice to the sending party. Notices will be deemed to have been given hereunder when delivered personally, three days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service.

(g) Governing Law. The Business Corporation Law of the State of Delaware will govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity and interpretation of this Agreement will be governed by the internal law, and not the law of conflicts, of the State of New York.

(h) Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(i) Additional Parties. With the Company's consent, any holder of Shares may become a party to this Agreement, by executing a counterpart to this Agreement whereby such holder of Shares agrees to be bound by the terms of this Agreement.

* * * * *

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement on the day and year first above written.

NEXSTAR BROADCASTING GROUP, INC.

By:

Name: Perry Sook Title: President and Chief Executive Officer

ABRY BROADCAST PARTNERS II, L.P.

By: ABRY Capital, L.P.
Its: General Partner

By: ABRY Holdings, LLC
Its: General Partner

By: ABRY Holdings Co.
Its: Sole Member

By:

Name:
Title:

ABRY BROADCAST PARTNERS III, L.P.

By: ABRY Equity Investors, L.P.
Its: General Partner

By: ABRY Holdings III, LLC
Its: General Partner

By: ABRY Holdings III Co.
Its: Sole Member

By:

Name:
Title:

Perry A. Sook

BANC OF AMERICA CAPITAL INVESTORS I, L.P.

By: BANCAMERICA CAPITAL
MANAGEMENT I, L.P., its general partner

By: BACM I GP, LLC, its general partner

By: _____________________
Name: Robert H. Sheridan III
Title: Managing Director

ABACUS MASTER FUND

By: ___________________________

Name:
Title:

BANC OF AMERICA SECURITIES LLC

By: ___________________________

Name:
Title:

G. Robert Thompson

Shirley Green

Jerry Condra

Duane Lammers

Arthur Daube

Louis Gattozzi

EXISTING OTHER HOLDERS OF OLD CLASS B SHARES

Name:

Title

SCHEDULE OF ADDRESSES FOR NOTICE

1. NEXSTAR BROADCASTING GROUP, INC.

909 Lake Carolyn Parkway
Irving, TX 75039
Attention: Perry A. Sook

with a copy (which will not constitute notice) to:

Kirkland & Ellis LLP
153 East 53rd Street
New York, NY 10022
Attention: John L. Kuehn

2. ABRY BROADCAST PARTNERS II, L.P.

c/o ABRY Partners, Inc.
18 Newbury Street
Boston, MA 02116
Attention: Jay Grossman

with a copy (which will not constitute notice) to:

Kirkland & Ellis LLP
153 East 53rd Street
New York, NY 10022
Attention: John L. Kuehn

3. ABRY BROADCAST PARTNERS III, L.P.

c/o ABRY Partners, Inc.
18 Newbury Street
Boston, MA 02116
Attention: Jay Grossman

with a copy (which will not constitute notice) to:

Kirkland & Ellis LLP
153 East 53rd Street
New York, NY 10022
Attention: John L. Kuehn

4. BancAmerica Capital Investors I, L.P.

Bank of America Corporate Center

100 North Tryon Street, 25th Floor

Charlotte, NC 28255-0001
Attention: Robert H. Sheridan, III John A. Shimp

with a copy (which shall not constitute notice) to:

Kennedy, Covington, Lobdell & Hickman, L.L.P.

Bank of America Corporate Center
100 North Tryon Street, 42nd Floor
Charlotte, NC 28202-4006

Attention: T. Richard Giovannelli

5. Perry A. Sook c/o Nexstar Broadcasting Group, Inc. 909 Lake Carolyn Parkway
Irving, TX 75039

with a copy (which will not constitute notice) to:

[---------------]

6. [EXISTING HOLDERS OF OLD CLASS B SHARES]

7. G. Robert Thompson Shirley Green Jerry Condra Duane Lammers Arthur Daube Louis Gattozzi

c/o Nexstar Broadcasting Group, Inc. 909 Lake Carolyn Parkway
Irving, TX 75039

EXHIBIT 5.1

KIRKLAND & ELLIS LLP
Partnerships Including Professional Corporations

Citigroup Center
153 East 53rd Street
New York, New York 10022-4611

(212) 446-4800 Facsimile: (212) 446-4900

November 17, 2003

Nexstar Broadcasting Group, Inc.
909 Lake Carolyn Parkway
Irving, Texas 75039

Ladies and Gentlemen:

We are acting as special counsel to Nexstar Broadcasting Group, Inc., a Delaware corporation (the "Company"), in connection with the proposed registration by the Company of shares of its Class A Common Stock, par value $0.01 per share (the "Common Stock"), including shares of its Common Stock to cover over-allotments, if any, pursuant to a Registration Statement on Form S-1, originally filed with the Securities and Exchange Commission (the "Commission") on April 24, 2002 under the Securities Act of 1933, as amended (the "Act") (such Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement").

In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) a draft of the Amended and Restated Articles of Incorporation (the "Restated Charter") of the Company to be filed with the Secretary of State of the State of Delaware prior to the sale of the shares of Common Stock registered pursuant to the Registration Statement (the "Shares");
(ii) draft By-laws (the "By-laws") for the Company to be adopted prior to the sale of the Shares; (iii) the form of underwriting agreement to be attached as an exhibit to the Registration Statement (the "Underwriting Agreement"); (iv) drafts of certain resolutions of the Board of Directors of the Company with respect to the issuance and sale of the Shares (the "Resolutions"); and (v) the Registration Statement.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than

Kirkland & Ellis LLP

November 17, 2003

the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others. We have also made other assumptions, which we believe to be appropriate for purposes of this letter.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, when (i) the Restated Charter is filed with the Secretary of State of the State of Delaware, (ii) the By-Laws are adopted by the Company, (iii) the Underwriting Agreement is duly executed by the parties thereto; and (iv) the Resolutions are adopted by the Board of Directors of the Company, the Shares will be duly authorized, and, when the Registration Statement becomes effective under the Act, and when appropriate certificates representing the Shares are and registered by the Company's transfer agent and delivered against payment of the agreed consideration therefor all in accordance with the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable.

Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or "Blue Sky" laws of the various states to the issuance and sale of the Shares.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the General Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise.

Kirkland & Ellis LLP

November 17, 2003

This opinion is furnished to you in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

Sincerely,

/s/ Kirkland & Ellis LLP

Kirkland & Ellis LLP

Exhibit 10.27

Perry A. Sook
President/CEO

TO: Shirley Green

FR: Perry A. Sook

RE: Addendum to Employment Agreement

DA: 8/28/03

Reference is hereby made to your Executive Employment Agreement with Nexstar Broadcasting Group dated January 5, 1998 as amended August 13, 2002. This memorandum will serve as a subsequent addendum.

Paragraph 4, Compensation. Section 4 (a) Base Salary (as defined in the agreement) is hereby amended as follows:

                                                          Base Salary
From September 1, 2003 through August 31, 2004            $175,000
From September 1, 2004 through August 31, 2005            $180,000
From September 1, 2005 through August 31, 2006            $185,000
Effective September 1, 2006 and thereafter                $190,000

Section 4 (b) is hereby amended to reflect an annual bonus target of $20,000 to be awarded at the conclusion of each calendar year, at the discretion of the CEO.

Paragraph 6 (b) Termination Payments. (i) the period is hereby extended to one year.

Equity Compensation: You will be granted 30,000 options at the IPO price in the Nexstar Initial Public Offering. These options will vest 50% at the time of the IPO, and 50% in equal installments over five years.

All other aspects of your employment agreement with Nexstar remain in full force and effect and will be governed by your agreement and the Nexstar Employee Handbook.

Please indicate your agreement with and acceptance of the terms and conditions of this addendum as of the date written by signing below.

Sincerely,                              Agreed and Accepted,

/s/ Perry A. Sook                       /s/ Shirley Green
    Perry A. Sook                           Shirley Green
    President/CEO                           VP, Finance

Nexstar Broadcasting Group, Inc. 909 Lake Carolyn Parkway, Suite 1450, Irving, TX 75039,
(972) 373-8800 fax (972) 373-8888

Exhibit 10.41

FORM OF
NEXSTAR BROADCASTING GROUP, INC.
2003 LONG-TERM EQUITY INCENTIVE PLAN

1. Purpose.

This plan shall be known as the Nexstar Broadcasting Group, Inc. 2003 Long-Term Equity Incentive Plan (the "Plan"). The purpose of the Plan shall be to promote the long-term growth and profitability of Nexstar Broadcasting Group, Inc. (the "Company") and its Subsidiaries by (i) providing certain directors, employees and consultants who perform services for, or to whom an offer of employment has been extended by, the Company and its Subsidiaries with incentives to maximize stockholder value and otherwise contribute to the long-term success of the Company and (ii) enabling the Company to attract, retain and reward the best available persons for positions of responsibility. Grants of incentive stock options or non-qualified stock options, stock appreciation rights ("SARs"), either alone or in tandem with options, restricted stock, performance awards, or any combination of the foregoing may be made under the Plan.

2. Definitions

(a) "Board of Directors" and "Board" mean the board of directors of the Company.

(b) "Cause" means the occurrence of one or more of the following events:

(i) the conviction of a felony or a crime involving moral turpitude or the commission of any act involving dishonesty, disloyalty or fraud with respect to the Company or any of its subsidiaries or affiliates, in each instance which has caused or is reasonably likely to cause material harm to the Company;

(ii) substantial repeated failure to perform duties properly assigned, as determined by the Company;

(iii) gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates, in each instance which has caused or is reasonably likely to cause material harm to the Company; or

(iv) any other material breach of a material provision of any written agreement with the Company or any of its subsidiaries or affiliates which is not cured within thirty (30) days after written notice thereof.

(i) if any "person" or "group" as those terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successors thereto, other than an Exempt Person, is or

becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act or any successor thereto), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities; or

(ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new directors whose election by the Board or nomination for election by the Company's stockholders was approved by at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election was previously so approved, cease for any reason to constitute a majority thereof; or

(iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation (A) which would result in all or a portion of the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) by which the corporate existence of the Company is not affected and following which the Company's chief executive officer and directors retain their positions with the Company (and constitute at least a majority of the Board); or

(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, other than a sale to an Exempt Person.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Committee" means the Compensation Committee of the Board, which shall consist solely of two or more members of the Board.

(f) "Common Stock" means the Class A Common Stock, par value $0.01 per share, of the Company, and any other shares into which such stock may be changed by reason of a recapitalization, reorganization, merger, consolidation or any other change in the corporate structure or capital stock of the Company.

(g) "Competition" is deemed to occur if a person whose employment with the Company or its Subsidiaries has terminated obtains a position as a full-time or part-time employee of, as a member of the board of directors of, or as a consultant or advisor with or to, or acquires an ownership interest in excess of 5% of, a corporation, partnership, firm or other entity that engages in any of the businesses of the Company or any Subsidiary with which the person was involved in a management role at any time during his or her last five years of employment with or other service for the Company or any Subsidiaries.

(h) "Disability" means a disability that would entitle an eligible participant to payment of monthly disability payments under any Company disability plan or as otherwise determined by the Committee.

(i) "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time and any successor thereto.

(j) "Exempt Person" means (i) ABRY Broadcast Partners II, L.P. or ABRY Broadcast Partners III, L.P. (collectively, "ABRY"), (ii) any person, entity or group under the control of any party included in clause (i), or (iii) any employee benefit plan of the Company or a trustee or other administrator or fiduciary holding securities under an employee benefit plan of the Company.

(k) "Family Member" has the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto.

(l) "Fair Market Value" of a share of Common Stock of the Company means, as of the date in question, the officially-quoted closing selling price of the stock (or if no selling price is quoted, the bid price) on the principal securities exchange on which the Common Stock is then listed for trading (including for this purpose the Nasdaq National Market) (the "Market") for the applicable trading day or, if the Common Stock is not then listed or quoted in the Market, the Fair Market Value shall be the fair value of the Common Stock determined in good faith by the Board; provided, however, that when shares received upon exercise of an option are immediately sold in the open market, the net sales price received may be used to determine the Fair Market Value of any shares used to pay the exercise price or applicable withholding taxes and to compute the withholding taxes.

(m) "Incentive Stock Option" means an option conforming to the requirements of Section 422 of the Code and any successor thereto.

(n) "Non-Employee Director" has the meaning given to such term in Rule 16b-3 under the Exchange Act and any successor thereto.

(o) "Non-qualified Stock Option" means any stock option other than an Incentive Stock Option.

(p) "Other Company Securities" mean securities of the Company other than Common Stock, which may include, without limitation, unbundled stock units or components thereof, debentures, preferred stock, warrants and securities convertible into or exchangeable for Common Stock or other property.

(q) "Retirement" means retirement as defined under any Company pension plan or retirement program or termination of one's employment on retirement with the approval of the Committee.

(r) "Shares" has the meaning set forth in Section 4.

(s) "Subsidiary" means a corporation or other entity of which outstanding shares or ownership interests representing 50% or more of the combined voting power of such

corporation or other entity entitled to elect the management thereof, or such lesser percentage as may be approved by the Committee, are owned directly or indirectly by the Company.

3. Administration.

The Plan shall be administered by the Committee; provided that the Board
(i) shall prior to the formation of the committee and (ii) may, in its discretion, at any time and from time to time, resolve to administer the Plan, in which case the term "Committee" shall be deemed to mean the Board for all purposes herein. Subject to the provisions of the Plan, the Committee shall be authorized to (i) select persons to participate in the Plan, (ii) determine the form and substance of grants made under the Plan to each participant, and the conditions and restrictions, if any, subject to which such grants will be made,
(iii) certify that the conditions and restrictions applicable to any grant have been met, (iv) modify the terms of grants made under the Plan, (v) interpret the Plan and grants made thereunder, (vi) make any adjustments necessary or desirable in connection with grants made under the Plan to eligible participants located outside the United States and (vii) adopt, amend, or rescind such rules and regulations, and make such other determinations, for carrying out the Plan as it may deem appropriate. Decisions of the Committee on all matters relating to the Plan shall be in the Committee's sole discretion and shall be conclusive and binding on all parties. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with applicable federal and state laws and rules and regulations promulgated pursuant thereto. No member of the Committee and no officer of the Company shall be liable for any action taken or omitted to be taken by such member, by any other member of the Committee or by any officer of the Company in connection with the performance of duties under the Plan, except for such person's own willful misconduct or as expressly provided by statute.

The expenses of the Plan shall be borne by the Company. The Plan shall not be required to establish any special or separate fund or make any other segregation of assets to assume the payment of any award under the Plan, and rights to the payment of such awards shall be no greater than the rights of the Company's general creditors.

4. Shares Available for the Plan.

Subject to adjustments as provided in Section 15, a maximum number of shares of Class A Common Stock equal to 3,000,000 of the number of shares of Class A Common Stock outstanding immediately following the consummation of the Company's Initial Public Offering (the "Shares") may be issued pursuant to the Plan. Such Shares may be in whole or in part authorized and unissued or held by the Company as treasury shares. If any grant under the Plan expires or terminates unexercised, becomes unexercisable or is forfeited as to any Shares, or is tendered or withheld as to any shares in payment of the exercise price of the grant or the taxes payable with respect to the exercise, then such unpurchased, forfeited, tendered or withheld Shares shall thereafter be available for further grants under the Plan unless, in the case of options granted under the Plan, related SARs are exercised.

Without limiting the generality of the foregoing provisions of this Section 4 or the generality of the provisions of any section of this Plan, the Committee may, at any time or from

time to time, and on such terms and conditions (that are consistent with and not in contravention of the other provisions of this Plan) as the Committee may, in its sole discretion, determine, enter into agreements (or take other actions with respect to the options) for new options containing terms (including exercise prices) more (or less) favorable than the outstanding options.

5. Participation.

Participation in the Plan shall be limited to those directors (including Non-Employee Directors), officers (including non-employee officers) and employees of, and other individuals performing services for, or to whom an offer of employment has been extended by, the Company and its Subsidiaries selected by the Committee (including participants located outside the United States). Nothing in the Plan or in any grant thereunder shall confer any right on a participant to continue in the employ as a director or officer of or in the performance of services for the Company or shall interfere in any way with the right of the Company to terminate the employment or performance of services or to reduce the compensation or responsibilities of a participant at any time. By accepting any award under the Plan, each participant and each person claiming under or through him or her shall be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, any action taken under the Plan by the Company, the Board or the Committee.

Incentive Stock Options or Non-qualified Stock Options, SARs alone or in tandem with options, restricted stock awards, performance awards, or any combination thereof, may be granted to such persons and for such number of Shares as the Committee shall determine (such individuals to whom grants are made being sometimes herein called "optionees" or "grantees," as the case may be). Determinations made by the Committee under the Plan need not be uniform and may be made selectively among eligible individuals under the Plan, whether or not such individuals are similarly situated. A grant of any type made hereunder in any one year to an eligible participant shall neither guarantee nor preclude a further grant of that or any other type to such participant in that year or subsequent years.

6. Incentive and Non-qualified Options and SARs.

The Committee may from time to time grant to eligible participants Incentive Stock Options, Non-qualified Stock Options, or any combination thereof; provided that the Committee may grant Incentive Stock Options only to eligible employees of the Company or its subsidiaries (as defined for this purpose in Section 424(f) of the Code or any successor thereto). In any one calendar year, the Committee shall not grant to any one participant options or SARs to purchase a number of shares of Common Stock in excess of 10% of the total number of Shares authorized under the Plan pursuant to Section 4. The options granted shall take such form as the Committee shall determine, subject to the following terms and conditions.

It is the Company's intent that Non-qualified Stock Options granted under the Plan not be classified as Incentive Stock Options, that Incentive Stock Options be consistent with and contain or be deemed to contain all provisions required under Section 422 of the Code and any successor thereto, and that any ambiguities in construction be interpreted in order to effectuate such intent. If an Incentive Stock Option granted under the Plan does not qualify as such for any

reason, then to the extent of such non-qualification, the stock option represented thereby shall be regarded as a Non-qualified Stock Option duly granted under the Plan, provided that such stock option otherwise meets the Plan's requirements for Non-qualified Stock Options.

(a) Price. The price per Share deliverable upon the exercise of each option ("exercise price") shall be established by the Committee, except that in the case of the grant of any Incentive Stock Option, the exercise price may not be less than 100% of the Fair Market Value of a share of Common Stock as of the date of grant of the option, and in the case of the grant of any Incentive Stock Option to an employee who, at the time of the grant, owns more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, the exercise price may not be less than 110% of the Fair Market Value of a share of Common Stock as of the date of grant of the option, in each case unless otherwise permitted by Section 422 of the Code or any successor thereto.

(b) Payment. Options may be exercised, in whole or in part, upon payment of the exercise price of the Shares to be acquired. Unless otherwise determined by the Committee, payment shall be made (i) in cash (including check, bank draft, money order or wire transfer of immediately available funds), (ii) by delivery of outstanding shares of Common Stock with a Fair Market Value on the date of exercise equal to the aggregate exercise price payable with respect to the options' exercise, (iii) by simultaneous sale through a broker reasonably acceptable to the Committee of Shares acquired on exercise, as permitted under Regulation T of the Federal Reserve Board, (iv) by authorizing the Company to withhold from issuance a number of Shares issuable upon exercise of the options which, when multiplied by the Fair Market Value of a share of Common Stock on the date of exercise, is equal to the aggregate exercise price payable with respect to the options so exercised or (v) by any combination of the foregoing. Options may also be exercised upon payment of the exercise price of the Shares to be acquired by delivery of the optionee's promissory note, but only to the extent specifically approved by and in accordance with the policies of the Committee.

In the event a grantee elects to pay the exercise price payable with respect to an option pursuant to clause (ii) above, (A) only a whole number of share(s) of Common Stock (and not fractional shares of Common Stock) may be tendered in payment, (B) such grantee must present evidence acceptable to the Company that he or she has owned any such shares of Common Stock tendered in payment of the exercise price (and that such tendered shares of Common Stock have not been subject to any substantial risk of forfeiture) for at least six months prior to the date of exercise, and (C) Common Stock must be delivered to the Company. Delivery for this purpose may, at the election of the grantee, be made either by (A) physical delivery of the certificate(s) for all such shares of Common Stock tendered in payment of the price, accompanied by duly executed instruments of transfer in a form acceptable to the Company, or (B) direction to the grantee's broker to transfer, by book entry, of such shares of Common Stock from a brokerage account of the grantee to a brokerage account specified by the Company. When payment of the exercise price is made by delivery of Common Stock, the difference, if any, between the aggregate exercise price payable with respect to the option being exercised and the Fair Market Value of the shares of Common Stock tendered in payment (plus any applicable taxes) shall be paid in cash by the grantee. No grantee may tender shares of Common Stock

having a Fair Market Value exceeding the aggregate exercise price payable with respect to the option being exercised (plus any applicable taxes).

In the event a grantee elects to pay the exercise price payable with respect to an option pursuant to clause (iv) above, (A) only a whole number of Share(s) (and not fractional Shares) may be withheld in payment and (B) such grantee must present evidence acceptable to the Company that he or she has owned a number of shares of Common Stock at least equal to the number of Shares to be withheld in payment of the exercise price (and that such owned shares of Common Stock have not been subject to any substantial risk of forfeiture) for at least six months prior to the date of exercise. When payment of the exercise price is made by withholding of Shares, the difference, if any, between the aggregate exercise price payable with respect to the option being exercised and the Fair Market Value of the Shares withheld in payment (plus any applicable taxes) shall be paid in cash by the grantee. No grantee may authorize the withholding of Shares having a Fair Market Value exceeding the aggregate exercise price payable with respect to the option being exercised (plus any applicable taxes). Any withheld Shares shall no longer be issuable under such option (except pursuant to any Reload Option (as defined below) with respect to any such withheld Shares).

(c) Terms of Options. The term during which each option may be exercised shall be determined by the Committee, but if required by the Code to be an Incentive Stock Option, no Incentive Stock Option shall be exercisable in whole or in part more than ten years from the date it is granted, and no Incentive Stock Option granted to an employee who at the time of the grant owns more than 10% of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries shall be exercisable after the expiration of five years from the date it is granted. All rights to purchase Shares pursuant to an option shall, unless sooner terminated, expire at the date designated in the option by the Committee. The Committee shall determine the date on which each option shall become exercisable and may provide that an option shall become exercisable in installments. The Shares constituting each installment may be purchased in whole or in part at any time after such installment becomes exercisable, subject to such minimum exercise requirements as may be designated by the Committee. Prior to the exercise of an option and delivery of the Shares represented thereby, the optionee shall have no rights as a stockholder with respect to any Shares covered by such outstanding option (including any dividend or voting rights).

(d) Limitations on Grants. If required by the Code to be an Incentive Stock Option, the aggregate Fair Market Value (determined as of the grant date) of Shares for which an Incentive Stock Option is exercisable for the first time during any calendar year under all equity incentive plans of the Company and its Subsidiaries (as defined in Section 422 of the Code or any successor thereto) may not exceed $100,000.

(e) Termination; Forfeiture.

(i) Death or Disability. If a participant ceases to be a director, officer or employee of, or to perform other services for, the Company and any Subsidiary due to death or Disability, all of the participant's options and SARs shall not expire or terminate until the expiration date of the options or SARs. Notwithstanding the foregoing, (1) if the Disability

giving rise to the termination of employment is not within the meaning of
Section 22(e)(3) of the Code or any successor thereto, Incentive Stock Options not exercised by such participant within 90 days after the date of termination of employment will cease to qualify as Incentive Stock Options and will be treated as Non-qualified Stock Options under the Plan if required to be so treated under the Code; and (2) if the Disability giving rise to the termination of the employment is in the meaning of Section 22(e)(3) of the Code, or any successor thereto, Incentive Stock Options not exercised by such participant within one year after the date of termination of employment will cease to qualify as Incentive Stock Options and will be treated as non-qualified Stock Options under the Plan if required to be so treated under the Code.

(ii) Retirement. If a participant ceases to be a director, officer or employee of, or to perform other services for, the Company and any Subsidiary upon the occurrence of his or her Retirement, (A) all of the participant's options and SARs that were exercisable on the date of Retirement shall remain exercisable for, and shall otherwise terminate at the end of, a period of 90 days after the date of Retirement, but in no event after the expiration date of the options or SARs; provided that the participant does not engage in Competition during such 90-day period unless he or she receives written consent to do so from the Board or the Committee, and (B) all of the participant's options and SARs that were not exercisable on the date of Retirement shall be forfeited immediately upon such Retirement; provided, however, that such options and SARs may become fully vested and exercisable in the discretion of the Committee.

(iii) Discharge for Cause. If a participant ceases to be a director, officer or employee of, or to perform other services for, the Company or a Subsidiary due to Cause, or if a participant does not become a director, officer or employee of, or does not begin performing other services for, the Company or a Subsidiary for any reason, all of the participant's options and SARs shall expire and be forfeited immediately upon such cessation or non-commencement, whether or not then exercisable.

(iv) Other Termination. Unless otherwise determined by the Committee, if a participant ceases to be a director, officer or employee of, or to otherwise perform services for, the Company or a Subsidiary for any reason other than death, Disability, Retirement or Cause, (A) all of the participant's options and SARs that were exercisable on the date of such cessation shall remain exercisable for, and shall otherwise terminate at the end of, a period of 30 days after the date of such cessation, but in no event after the expiration date of the options or SARs; provided that the participant does not engage in Competition during such 30-day period unless he or she receives written consent to do so from the Board or the Committee, and (B) all of the participant's options and SARs that were not exercisable on the date of such cessation shall be forfeited immediately upon such cessation.

(v) Change in Control. If there is a Change in Control of the Company and a participant is terminated from being a director, officer or employee of, or from performing other services for, the Company or a subsidiary within one year after such Change in Control, all of the participant's options and SARs shall become fully vested and exercisable upon such termination and shall remain so for up to one year after the date of termination, but in no event after the expiration date of the options or SARs. In addition, the Committee shall have the

authority to grant options that become fully vested and exercisable automatically upon a Change in Control, whether or not the grantee is subsequently terminated.

(f) Grant of Reload Options. The Committee may provide (either at the time of grant or exercise of an option), in its discretion, for the grant to a grantee, who exercises all or any portion of an option ("Exercised Options") and who pays all or part of such exercise price with shares of Common Stock, of an additional option (a "Reload Option") for a number of shares of Common Stock equal to the sum (the "Reload Number") of the number of shares of Common Stock tendered or withheld in payment of such exercise price for the Exercised Options plus, if so provided by the Committee, the number of shares of Common Stock, if any, tendered or withheld by the grantee or withheld by the Company in connection with the exercise of the Exercised Options to satisfy any federal, state or local tax withholding requirements. Unless otherwise determined by the Committee, the terms of each Reload Option, including the date of its expiration and the terms and conditions of its exercisability and transferability, shall be the same as the terms of the Exercised Option to which it relates, except that (i) the grant date for each Reload Option shall be the date of exercise of the Exercised Option to which it relates and (ii) the exercise price for each Reload Option shall be determined as of the grant of the Reload Option pursuant to Section 6(a).

7. Stock Appreciation Rights.

The Committee shall have the authority to grant SARs under this Plan, either alone or to any optionee in tandem with options (either at the time of grant of the related option or thereafter by amendment to an outstanding option). SARs shall be subject to such terms and conditions as the Committee may specify.

No SAR may be exercised unless the Fair Market Value of a share of Common Stock of the Company on the date of exercise exceeds the exercise price of the SAR or, in the case of SARs granted in tandem with options, any options to which the SARs correspond. Prior to the exercise of the SAR and delivery of the cash and/or Shares represented thereby, the participant shall have no rights as a stockholder with respect to Shares covered by such outstanding SAR (including any dividend or voting rights).

SARs granted in tandem with options shall be exercisable only when, to the extent and on the conditions that any related option is exercisable. The exercise of an option shall result in an immediate forfeiture of any related SAR to the extent the option is exercised, and the exercise of an SAR shall cause an immediate forfeiture of any related option to the extent the SAR is exercised.

Upon the exercise of an SAR, the participant shall be entitled to a distribution in an amount equal to the difference between the Fair Market Value of a share of Common Stock on the date of exercise and the exercise price of the SAR or, in the case of SARs granted in tandem with options, any option to which the SAR is related, multiplied by the number of Shares as to which the SAR is exercised. The Committee shall decide whether such distribution shall be in cash, in Shares having a Fair Market Value equal to such amount, in Other Company Securities having a Fair Market Value equal to such amount or in a combination thereof.

All SARs will be exercised automatically on the last day prior to the expiration date of the SAR or, in the case of SARs granted in tandem with options, any related option, so long as the Fair Market Value of a share of Common Stock on that date exceeds the exercise price of the SAR or any related option, as applicable. An SAR granted in tandem with options shall expire at the same time as any related option expires and shall be transferable only when, and under the same conditions as, any related option is transferable.

8. Restricted Stock.

The Committee may at any time and from time to time grant Shares of restricted stock under the Plan to such participants and in such amounts as it determines. Each grant of restricted stock shall specify the applicable restrictions on such Shares, the duration of such restrictions (which shall be at least six months except as otherwise determined by the Committee or provided in the third paragraph of this Section 8), and the time or times at which such restrictions shall lapse with respect to all or a specified number of Shares that are part of the grant.

The participant will be required to pay the Company the aggregate par value of any Shares of restricted stock (or such larger amount as the Board may determine to constitute capital under Section 154 of the Delaware General Corporation Law, as amended, or any successor thereto) within ten days of the date of grant, unless such Shares of restricted stock are treasury shares. Unless otherwise determined by the Committee, certificates representing Shares of restricted stock granted under the Plan will be held in escrow by the Company on the participant's behalf during any period of restriction thereon and will bear an appropriate legend specifying the applicable restrictions thereon, and the participant will be required to execute a blank stock power therefor. Except as otherwise provided by the Committee, during such period of restriction the participant shall have all of the rights of a holder of Common Stock, including but not limited to the rights to receive dividends and to vote, and any stock or other securities received as a distribution with respect to such participant's restricted stock shall be subject to the same restrictions as then in effect for the restricted stock.

Except as otherwise provided by the Committee, immediately prior to a Change in Control or at such time as a participant ceases to be a director, officer or employee of, or to otherwise perform services for, the Company and its Subsidiaries due to death, Disability or Retirement during any period of restriction, all restrictions on Shares granted to such participant shall lapse. At such time as a participant ceases to be, or in the event a participant does not become, a director, officer or employee of, or otherwise performing services for, the Company or its Subsidiaries for any other reason, all Shares of restricted stock granted to such participant on which the restrictions have not lapsed shall be immediately forfeited to the Company.

9. Performance Awards.

Performance awards may be granted to participants at any time and from time to time as determined by the Committee. The Committee shall have complete discretion in determining the size and composition of performance awards granted to a participant and the appropriate period over which performance is to be measured (a "performance cycle").

Performance awards may include (i) specific dollar-value target awards (ii) performance units, the value of each such unit being determined by the Committee at the time of issuance, and/or (iii) performance Shares, the value of each such Share being equal to the Fair Market Value of a share of Common Stock.

The value of each performance award may be fixed or it may be permitted to fluctuate based on a performance factor (e.g., return on equity) selected by the Committee.

The Committee shall establish performance goals and objectives for each performance cycle on the basis of such criteria and objectives as the Committee may select from time to time, including, without limitation, the performance of the participant, the Company, one or more of its Subsidiaries or divisions or any combination of the foregoing. During any performance cycle, the Committee shall have the authority to adjust the performance goals and objectives for such cycle for such reasons as it deems equitable.

The Committee shall determine the portion of each performance award that is earned by a participant on the basis of the Company's performance over the performance cycle in relation to the performance goals for such cycle. The earned portion of a performance award may be paid out in Shares, cash, Other Company Securities, or any combination thereof, as the Committee may determine.

A participant must be a director, officer or employee of, or otherwise perform services for, the Company or its Subsidiaries at the end of the performance cycle in order to be entitled to payment of a performance award issued in respect of such cycle; provided, however, that except as otherwise determined by the Committee, if a participant ceases to be a director, officer or employee of, or to otherwise perform services for, the Company and its Subsidiaries upon his or her death, Retirement, or Disability prior to the end of the performance cycle, the participant shall earn a proportionate portion of the performance award based upon the elapsed portion of the performance cycle and the Company's performance over that portion of such cycle.

In the event of a Change in Control, a participant shall earn no less than the portion of the performance award that the participant would have earned if the applicable performance cycle(s) had terminated as of the date of the Change in Control.

10. Withholding Taxes.

(a) Participant Election. Unless otherwise determined by the Committee, a participant may elect to deliver shares of Common Stock (or have the Company withhold shares acquired upon exercise of an option or SAR or deliverable upon grant or vesting of restricted stock, as the case may be) to satisfy, in whole or in part, the amount the Company is required to withhold for taxes in connection with the exercise of an option or SAR or the delivery of restricted stock upon grant or vesting, as the case may be. Such election must be made on or before the date the amount of tax to be withheld is determined. Once made, the election shall be irrevocable. The fair market value of the shares to be withheld or delivered will be the Fair Market Value as of the date the amount of tax to be withheld is determined. In the event a participant elects to deliver or have the Company withhold shares of Common Stock pursuant to

this Section 10(a), such delivery or withholding must be made subject to the conditions and pursuant to the procedures set forth in Section 6(b) with respect to the delivery or withholding of Common Stock in payment of the exercise price of options.

(b) Company Requirement. The Company may require, as a condition to any grant or exercise under the Plan or to the delivery of certificates for Shares issued hereunder, that the grantee make provision for the payment to the Company, either pursuant to Section 10(a) or this Section 10(b), of federal, state or local taxes of any kind required by law to be withheld with respect to any grant or delivery of Shares. The Company, to the extent permitted or required by law, shall have the right to deduct from any payment of any kind (including salary or bonus) otherwise due to a grantee, an amount equal to any federal, state or local taxes of any kind required by law to be withheld with respect to any grant or delivery of Shares under the Plan.

11. Written Agreement; Vesting.

Each employee to whom a grant is made under the Plan shall enter into a written agreement with the Company that shall contain such provisions, including without limitation vesting requirements, consistent with the provisions of the Plan, as may be approved by the Committee. Unless the Committee determines otherwise and except as otherwise provided in Sections 6, 7, 8 and 9 in connection with a Change of Control or certain occurrences of termination, no grant under this Plan may be exercised, and no restrictions relating thereto may lapse, within six months of the date such grant is made.

12. Transferability.

Unless the Committee determines otherwise, no option, SAR, performance award or restricted stock granted under the Plan shall be transferable by a participant other than by will or the laws of descent and distribution or, with respect to such grants other than grants of Incentive Stock Options, to a participant's Family Member by gift or a qualified domestic relations order as defined by the Code. Unless the Committee determines otherwise, an option, SAR or performance award may be exercised only by the optionee or grantee thereof; by his or her Family Member if such person has acquired the option, SAR or performance award by gift or qualified domestic relations order; by his or her executor or administrator the executor or administrator of the estate of any of the foregoing or any person to whom the Option is transferred by will or the laws of descent and distribution; or by his or her guardian or legal representative or the guardian or legal representative of any of the foregoing; provided that Incentive Stock Options may be exercised by any Family Member, guardian or legal representative only if permitted by the Code and any regulations thereunder. All provisions of this Plan shall in any event continue to apply to any option, SAR, performance award or restricted stock granted under the Plan and transferred as permitted by this Section 12, and any transferee of any such option, SAR, performance award or restricted stock shall be bound by all provisions of this Plan as and to the same extent as the applicable original grantee.

13. Listing, Registration and Qualification.

If the Committee determines that the listing, registration or qualification upon any securities exchange or under any law of Shares subject to any option, SAR, performance award or restricted stock grant is necessary or desirable as a condition of, or in connection with, the granting of same or the issue or purchase of Shares thereunder, no such option or SAR may be exercised in whole or in part, no such performance award may be paid out, and no Shares may be issued, unless such listing, registration or qualification is effected free of any conditions not acceptable to the Committee.

14. Transfer of Employee.

The transfer of an employee from the Company to a Subsidiary, from a Subsidiary to the Company, or from one Subsidiary to another shall not be considered a termination of employment; nor shall it be considered a termination of employment if an employee is placed on military or sick leave or such other leave of absence which is considered by the Committee as continuing intact the employment relationship.

15. Adjustments.

In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, distribution of assets, or any other change in the corporate structure or shares of the Company, the Committee shall make such adjustment as it deems appropriate in the number and kind of Shares or other property available for issuance under the Plan (including, without limitation, the total number of Shares available for issuance under the Plan pursuant to Section 4), in the number and kind of options, SARs, Shares or other property covered by grants previously made under the Plan, and in the exercise price of outstanding options and SARs. Any such adjustment shall be final, conclusive and binding for all purposes of the Plan. In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing corporation or in which a Change in Control is to occur, all of the Company's obligations regarding options, SARs, performance awards, and restricted stock that were granted hereunder and that are outstanding on the date of such event shall, on such terms as may be approved by the Committee prior to such event, be assumed by the surviving or continuing corporation or canceled in exchange for property (including cash).

Without limitation of the foregoing, in connection with any transaction of the type specified by clause (iii) of the definition of a Change in Control in
Section 2(c), the Committee may, in its discretion, (i) cancel any or all outstanding options under the Plan in consideration for payment to the holders thereof of an amount equal to the portion of the consideration that would have been payable to such holders pursuant to such transaction if their options had been fully exercised immediately prior to such transaction, less the aggregate exercise price that would have been payable therefor, or (ii) if the amount that would have been payable to the option holders pursuant to such transaction if their options had been fully exercised immediately prior thereto would be equal to or less than the aggregate exercise price that would have been payable therefor, cancel any or all such options for no consideration or payment of any kind. Payment of any

amount payable pursuant to the preceding sentence may be made in cash or, in the event that the consideration to be received in such transaction includes securities or other property, in cash and/or securities or other property in the Committee's discretion.

16. Amendment and Termination of the Plan.

The Board of Directors or the Committee, without approval of the stockholders, may amend or terminate the Plan, except that no amendment shall become effective without prior approval of the stockholders of the Company if stockholder approval would be required by applicable law or regulations, including if required for continued compliance with the performance-based compensation exception of Section 162(m) of the Code or any successor thereto, under the provisions of Section 422 of the Code or any successor thereto, or by any listing requirement of any exchange on which the Common Stock is then listed.

17. Amendment or Substitution of Awards under the Plan.

The terms of any outstanding award under the Plan may be amended from time to time by the Committee in its discretion in any manner that it deems appropriate (including, but not limited to, acceleration of the date of exercise of any award and/or payments thereunder or of the date of lapse of restrictions on Shares); provided that, except as otherwise provided in Sections 13 and 15, no such amendment shall adversely affect in a material manner any right of a participant under the award without his or her written consent, and provided further that the Committee shall not reduce the exercise price of any options or SARs awarded under the Plan without approval of the stockholders of the Company. The Committee may, in its discretion, permit holders of awards under the Plan to surrender outstanding awards in order to exercise or realize rights under other awards, or in exchange for the grant of new awards, or require holders of awards to surrender outstanding awards as a condition precedent to the grant of new awards under the Plan.

18. Commencement Date; Termination Date

The date of commencement of the Plan shall be the later of date it is approved by (i) the Board, or (ii) the Company's shareholders. The Plan will also be subject to reapproval by the shareholders of the Company when and as required by the Code.

Unless previously terminated upon the adoption of a resolution of the Board terminating the Plan, the Plan shall terminate ten years after the earlier of
(i) commencement date of the Plan or (ii) shareholder approval. No termination of the Plan shall materially and adversely affect any of the rights or obligations of any person, without his or her written consent, under any grant of options or other incentives theretofore granted under the Plan.

19. Severability. Whenever possible, each provision of the Plan shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Plan is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of the Plan.

20. Governing Law. Except to the extent that provisions of the Plan are governed by applicable provisions of the Code or other substantive provisions of federal law, the Plan shall be governed by the corporate laws of the State of Delaware, without giving effect to any choice of law provisions that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

Exhibit 10.74

Perry A. Sook
President/CEO

TO: Duane A. Lammers

FR: Perry A. Sook

RE: Addendum to Your Employment Agreement

DA: 5/20/03

This memorandum will serve as an addendum to your employment agreement with Nexstar Broadcasting dated January 5, 1998, and as amended February 9, 2001 and August 14, 2002.

Term: The term of your employment agreement is hereby extended to June 30, 2008.

Compensation: Effective July 1, 2003 you will be compensated under the following salary and bonus compensation schedule.

                                        Annual Salary       Target Bonus
July 1, 2003 through June 30, 2004      $300,000            $150,000 (for 2003)
July 1, 2004 through June 30, 2005      $310,000            $155,000 (for 2004)
July 1, 2005 through June 30, 2006      $320,000            $160,000 (for 2005)
July 1, 2006 through June 30, 2007      $330,000            $165,000 (for 2006)
July 1, 2007 and thereafter             $340,000            $170,000 (for 2007)
                                                                and thereafter)

Equity Compensation: You will receive a grant of an additional 50,000 options at the IPO price. These options will vest ratably over the term of the employment agreement and are in addition to the shares you own and options previously granted.

Other: All other terms and conditions of your employment with Nexstar will continue to be governed by your employment agreement and the Nexstar Employee Handbook.

Please indicate your agreement with and acceptance of the terms and conditions of this addendum by signing below.

Sincerely,                                Accepted and Agreed,


/s/ Perry A. Sook                         /s/ Duane A. Lammers
Perry A. Sook                             Duane A. Lammers
President/CEO

                                          Date: 6/16/2003

Nexstar Broadcasting Group, Inc. 909 Lake Carolyn Parkway, Suite 1450, Irving, TX 75039,
(972) 373-8800 fax (972)373-8888

Exhibit 10.75

Perry A. Sook
President/CEO

TO: Duane Lammers

FR: Perry A. Sook

RE: Addendum to your Employment Agreement

DA: 8/28/03

Reference is hereby made to your Executive Employment Agreement with Nexstar Broadcasting Group dated January 5, 1998 and as amended February 9, 2001, August 14, 2002 and May 20, 2003. This memorandum will serve as an additional addendum.

Paragraph 6(b).(i). Termination Payments: The period is hereby extended to one year.

Equity Compensation: At the time of the IPO you will be granted a total of 100,000 options, 50,000 of which will be immediately vested and the remainder will vest in equal installments on the five subsequent anniversaries of the Offering.

Please indicate your agreement with the acceptance of the terms and conditions of this addendum as of the date written by signing below.

Sincerely,                             Accepted and Agreed;

/s/ Perry A. Sook                      /s/ Duane Lammers
Perry A. Sook                          Duane Lammers
President/CEO                          Executive VP/COO


                        Nexstar Broadcasting Group, Inc.

909 Lake Carolyn Parkway, Suite 1450, Irving, TX 75039,
(972) 373-8800 fax (972)373-8888

Exhibit 10.76

Perry A. Sook
President/CEO

TO: Timothy C. Busch

FR: Perry A. Sook

RE: Addendum to Your Employment Agreement

DA: 5/12/03

This memorandum will serve as an addendum to your employment agreement with Nexstar Broadcasting dated September 11, 2000 and amended August 14, 2002.

Title and Duties: Your title will be Senior Vice President and Eastern Regional Manager. Duties will include operational responsibility for WBRE, WYOU, WROC, WJET, WFXP, WTWO, WBAK, WCIA, WCFN, WMBD, WYZZ and WDHN, and other stations and duties that may be assigned by the CEO or COO from time to time.

Tern: The term of your employment agreement is hereby extended to June 30, 2008.

Compensation: Effective July 1, 2003 you will be compensated under the following salary and bonus compensation schedule.

                                       Annual Salary        Target Bonus
July 1, 2003 through June 30, 2004      $250,000            $100,000 (for 2003)
July 1, 2004 through June 30, 2005      $260,000            $105,000 (for 2004)
July 1, 2005 through June 30, 2006      $270,000            $110,000 (for 2005)
July 1, 2006 through June 30, 2007      $280,000            $115,000 (for 2006)
July 1, 2007 and thereafter             $290,000            $120,000 (for 2007
                                                                and thereafter)

Equity Compensation: You will receive a grant of an additional 20,000 options at the IPO price. These options will vest ratably over the term of the employment agreement and are in addition to the shares you own and options previously granted.

Other: All other terms and conditions of your employment with Nexstar will continue to be governed by your employment agreement and the Nexstar Employee Handbook.

Please indicate your agreement with and acceptance of the terms and conditions of this addendum by signing below.

Sincerely,                                    Accepted and Agreed,

/s/ Perry A. Sook                             /s/ Timothy C. Busch
Perry A. Sook                                 Timothy C. Busch
President/CEO
                                              Date: 5/13/03.

Nexstar Broadcasting Group, Inc. 909 Lake Carolyn Parkway, Suite 1450, Irving, TX 75039,
(972) 373-8800 fax (972) 373-8888

Exhibit 10.77

Perry A. Sook
President/CEO

TO: Tim Busch

FR: Perry A. Sook

RE: Addendum to Employment Agreement

DA: 8/28/03

Reference is hereby made to your Executive Employment Agreement with Nexstar Broadcasting Group, Inc. This memorandum will serve as an addendum.

Paragraph 6 (b)(i), Termination Payments. The period is hereby extended to one year.

Please indicate your agreement with and acceptance of the terms and conditions of this addendum as of the date written by signing below.

Sincerely,                                 Agreed and Accepted;


/s/ Perry A. Sook                          /s/ Tim Busch
Perry A. Sook                              Tim Busch
President/CEO                              Senior Vice President

Nexstar Broadcasting Group, Inc. 909 Lake Carolyn Parkway, Suite 1450, Irving, TX 75039,
(972) 373-8800 FAX (972) 373-8888

Exhibit 10.78

Perry A. Sook
President/CEO

TO: Brian Jones

FR: Perry A. Sook

RE: Addendum to Employment Agreement

DA: 8/28/03

Reference is hereby made to your Executive Employment Agreement with Nexstar Broadcasting Group, Inc. This memorandum will serve as an addendum.

Paragraph 6 (b)(i), Termination Payments. The period is hereby extended to one year.

Please indicate your agreement with and acceptance of the terms and conditions of this addendum as of the date written by signing below.

Sincerely,                               Agreed and Accepted;

/s/ Perry A. Sook                       /s/ Brian Jones
    Perry A. Sook                           Brian Jones
    President/CEO                           Senior Vice President

Nexstar Broadcasting Group, Inc. 909 Lake Carolyn Parkway, Suite 1450, Irving, TX 75039,
(972) 373-8800 fax (972) 373-8888

Exhibit 10.82

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made as of September 1, 2003 by and between G. Robert Thompson ("Executive"), and Nexstar Broadcasting Group, Inc., a Delaware corporation (the "Company").

Since May 13, 2002, Executive has been employed as Executive Vice President and Chief Financial Officer of the Company. The Company desires to continue to employ Executive as Executive Vice President and Chief Financial Officer, and Executive desires to continue such employment by the Company in such capacity on the terms and conditions set forth in this Agreement.

In consideration of the mutual promises set forth herein and the mutual benefits to be derived from this Agreement, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Positions and Duties. Subject to the terms and conditions of this Agreement, during the term of this Agreement, the Company will employ Executive. Effective on and as of the date of this agreement, Executive will serve as Executive Vice President and Chief Financial Officer of the Company and Nexstar Broadcasting Group, L.L.C. ("Holdings"). Additionally, the Company shall cause Executive to be elected Executive Vice President and Chief Financial Officer of Holdings and any of their wholly-owned direct and indirect subsidiaries, including any subsidiary which is the holder of any Federal Communications Commission license to operate television, radio or other broadcast properties. In such position, Executive will perform such duties of a managerial nature as are assigned to him from time to time by the Company's chief executive officer (the "CEO") and/or its board of directors or sole member (the "Board"). Executive will devote his best efforts to his employment with the Company and will devote substantially all of his business time and attention to the performance of his duties under this Agreement; provided that the foregoing will not preclude Executive from devoting reasonable time to the supervision of his personal investments, civic and charitable affairs, so long as such activities do not materially interfere with the performance of Executive's duties hereunder.

2. Term of Employment. Unless terminated earlier as provided in Paragraph 3, the Company's employment of Executive under this Agreement will continue until May 12, 2007, provided, however, that the term of employment under this Agreement will be automatically renewed for successive one-year periods (the first of which will commence on May 13, 2007) unless, at least ninety (90) days prior to the end of the then current term of employment under this Agreement, Executive or the Company gives written notice to the other of the notifying party's intent not to renew the term of employment under this Agreement as of the end of the then current term.

3. Termination. The Company's employment of Executive under this Agreement will terminate prior to the end of the term specified in Paragraph 2 only under the following circumstances:

(a) Death. Executive's death, in which case Executive's employment will terminate on the date of death;

(b) Disability. If Executive's illness, physical or mental disability or other incapacity results in Executive's inability to perform, with or without reasonable accommodation (as defined under the Americans with Disabilities Act), Executive's duties under this Agreement for any period of six (6) consecutive months, and within thirty (30) days after written notice of termination is given by the Company to Executive (which may occur before or after the end of such six-month period), Executive does not return to the performance of Executive's duties hereunder on a full-time basis, then the Company may terminate Executive's employment hereunder effective on or after the later of (i) the expiration of such six-month period or (ii) the thirty-first (31st) day following the giving by the Company of such written notice of termination;

(c) Consolidation, Merger or Comparable Transaction. In the event that the Company or Holdings consolidates with or merges with and into any other person, effects a share exchange, enters into a comparable capital transaction or has any or all of its equity securities sold to one or more third parties, in each case such that a person (other than an affiliate of ABRY Partners, LLC ("ABRY")) becomes the beneficial owner of a majority of the voting power represented by the securities of the Company or Holdings (treating any such person and the affiliates of such person as being one and the same person), or if the Company or Holdings sells all or substantially all of its consolidated assets, then Executive's employment may, by written notice of termination, be terminated by the Company or Executive simultaneously with the consummation of such consolidation, merger, share exchange, asset sale, stock sale or comparable transaction (for avoidance of doubt, this paragraph 3(c) does not apply to the merger between the Company and Holdings);

(d) Termination by the Company for Cause. The Company may terminate Executive's employment at any time for Cause, such termination to be effective as of the date stated in a written notice of termination delivered by the CEO to Executive. Any termination pursuant to this Paragraph 3(d) will not also be deemed to be a termination pursuant to Paragraph 3(e). For the purposes of this Agreement, "Cause" is defined to mean any of the following activities by Executive: (i) the conviction of Executive for a felony or a crime involving moral turpitude or the commission of any act involving dishonesty, disloyalty or fraud with respect to the Company or any of its subsidiaries or affiliates, in each instance which has caused or is reasonably likely to cause material harm to the Company; (ii) substantial repeated failure to perform duties which are reasonably directed by the CEO or the Board and which are consistent with the terms of this Agreement and the position specified in Paragraph 1;
(iii) gross negligence or willful misconduct with respect to the Company or any of its subsidiaries or affiliates, in each instance which has caused or is reasonably likely to cause material harm to the Company;

or (iv) any other material breach by Executive of a material provision of this Agreement, which is not cured within thirty (30) days after written notice thereof to Executive;

(e) Termination by the Company Other Than for Cause. The Company may terminate Executive's employment for any reason or for no reason upon thirty (30) days prior written notice to Executive, subject to payment of the termination payments specified in Paragraph 6. Such termination will be effective as of the date stated in a written notice of termination delivered by the CEO to Executive;

(f) Termination by Executive With Good Reason. Executive may terminate his employment hereunder at any time for Good Reason, such termination to be effective as of the date stated in a written notice of termination delivered by Executive to the Company (or such earlier date after the delivery of such notice as the Company may elect). For purposes of this Agreement, "Good Reason" will mean (i) a material reduction in the duties or position of Executive, or (ii) a material breach by the Company of a material provision of this Agreement which adversely affects Executive and which has not been cured by the breaching entity within thirty (30) days after Executive gives written notice of noncompliance to such entity;

(g) Termination by Executive Without Good Reason. Executive may terminate his employment hereunder for any reason or for no reason upon thirty (30) days prior written notice to the Company. Such termination will be effective as of the date stated in a written notice of termination delivered by Executive to the Company (or such earlier date after the delivery of such notice as the Company may elect); or

(h) Retirement. The Company may require Executive to retire upon attaining age 65 if such action does not violate applicable law; such action will not be treated as a termination by the Company pursuant to Paragraph 3(d) or 3(e).

In no event will the termination of Executive's employment affect the rights and obligations of the parties set forth in this Agreement, except as expressly set forth herein. Any termination of Executive's employment pursuant to this Paragraph 3 will be deemed to include a resignation by Executive of all positions with the Company and Holdings and its subsidiaries and affiliates.

4. Compensation.

(a) Base Salary. During the term of this Agreement, Executive will be entitled to receive a base salary ("Base Salary") at the annual rate specified below:

Period                                                Base Salary
------                                                -----------
From September 1, 2003 through August 31, 2004 .......$225,000
From September 1, 2004 through August 31, 2005 .......$235,000
From September 1, 2005 through August 31, 2006 .......$240,000
From September 1, 2006 and thereafter ................$250,000

(b) Bonus. After the end of each Company fiscal year during the term of this Agreement, Executive will be entitled to receive an annual bonus (the "Bonus"), in an amount, if any, up to the amount specified below (or in excess of such amount, as the

CEO may determine is appropriate in his sole discretion), pro-rated for any partial fiscal year during which Executive is employed by the Company pursuant to this Agreement, to be determined by the CEO based on, among other things, whether the Executive has achieved the personal goals established for the Executive by the CEO for such fiscal year:

After the 2003 fiscal year ...........................$35,000
After the 2004 fiscal year ...........................$40,000
After the 2005 fiscal year ...........................$45,000
After the 2006 fiscal year and each
 subsequent fiscal year ..............................$50,000

(c) Payment. Executive's Base Salary will be paid ratably during each 12-month period under this Agreement on a basis consistent with other Company executives. The Bonus provided in Paragraph 4(b), if granted by the CEO, will be paid in a single payment within thirty (30) days after the independent certified public accountants regularly employed by the Company have made available to the Company the Company's audited financial statements for the appropriate fiscal year. All payments under this Agreement will be subject to withholding or deduction by reason of the Federal Insurance Contribution Act, Federal income tax, state income tax and all other applicable laws and regulations.

5. Fringe Benefits.

(a) During the term of this Agreement, Executive will be entitled to receive, at the Company's expense, medical and other insurance coverage and paid vacation as described in the Company's employee handbook.

(b) During the term of this Agreement, the Company will reimburse Executive for all approved business expenses which Executive incurs on the Company's behalf, upon presentation of appropriate documentation.

6. Termination Payments. Executive (or Executive's estate pursuant to Paragraph 6(a)) will be entitled to receive the following payments upon termination of Executive's employment hereunder:

(a) In the event of the termination of Executive's employment pursuant to any of the following provisions:

Paragraph 3(a)                 [Death]
Paragraph 3(b)                 [Disability]
Paragraph 3(d)                 [By the Company For Cause]
Paragraph 3(g)                 [By Executive Without Good Reason]
Paragraph 3(h)                 [Retirement]

the Company will pay to Executive (or Executive's estate, as the case may be) as soon as practicable following such termination all accrued and unpaid Base Salary as of the date of termination as provided in Paragraph 4 and an amount (calculated at the rate of the Base Salary in effect on such date) in respect of all accrued but unutilized vacation time as of such date.

(b) In the event of termination of Executive's employment pursuant to any of the following provisions:

Paragraph 3(c)            [Consolidation, Merger or Comparable
                          Transaction]
Paragraph 3(e)            [By the Company Other Than For Cause]
Paragraph 3(f)            [Good Reason]

the Company will pay Executive the amounts described in Paragraph 6(a) and will continue to pay the Base Salary which otherwise would be due to Executive for a period of twelve (12) months after the date of such termination. For such period, the Company will also continue to provide coverage (at the Company's expense) under any medical insurance plan available pursuant to Paragraph 5(a) in which Executive was a participant at the time of the termination of Executive's employment under this Agreement (or such other medical coverage as the Company provides to its employees generally from time to time during such period).

Without limiting the remedies available to the Company for breach by Executive of Paragraph 7, if Executive violates the provisions of Paragraph 7 after the termination of Executive's employment with the Company in a manner reasonably determined by the Board to be injurious to the Company or any of its affiliates, then Executive will forfeit the right to any payments under this Paragraph 6 which are unpaid at the time such violation occurs.

7. Covenant Not to Compete and Non-Disclosure.

(a) For purposes of this Paragraph 7, the term "Company" will include the Company, Holdings, and each subsidiary or other affiliate of either of them, and each such entity is an express third party beneficiary of this Agreement; provided that the term "Company" will not include any affiliates of the Company who are affiliates of the Company solely by reason of being affiliates of ABRY.

(b) During the term of Executive's employment pursuant to this Agreement and for a period of one (1) year thereafter, Executive covenants and agrees that Executive will not within any DMA (as determined from time to time by the A. C. Nielsen Company or its successor) in which the Company operates a television broadcast facility on the date that Executive's employment by the Company terminates (or in which the Company has agreed to acquire, or the Board has approved pursuing (and the Company has not abandoned) the acquisition of, a television broadcast facility on or prior to such date) whether directly or indirectly, with or without compensation,
(x) enter into or engage in the business of television broadcasting, (y) be employed by, act as a consultant to, act as a director of or own beneficially five percent (5%) or more of any class of equity or debt securities of any corporation or other commercial enterprise in the business of television broadcasting, or (z) solicit or do any business with respect to television broadcasting with any then-existing customers of the Company. During the one (1) year after Executive's employment with the Company terminates, neither Executive nor any of Executive's affiliates will hire, solicit, employ or contract with respect to employment any officer or employee of the Company.

(c) Executive agrees to disclose promptly to the Company and does assign and agree to assign to the Company, free from any obligation to Executive, all Executive's right, title and interest in and to any and all ideas, concepts, processes, improvements and inventions made, conceived, written, acquired, disclosed or developed by Executive, solely or in concert with others, during the term of Executive's employment by the Company, which relate to the business, activities or facilities of the Company, or resulting from or suggested by any work Executive may do for the Company or at its request. Executive further agrees to deliver to the Company any and all drawings, notes, photographs, copies, outlines, specifications, memoranda and data relating to such ideas, concepts, processes, improvements and inventions, to cooperate fully during Executive's employment and thereafter in the securing of copyright, trademark or patent protection or other similar rights in the United States and foreign countries, and to give evidence and testimony and to execute and deliver to the Company all documents requested by it in connection therewith.

(d) Except as expressly set forth below, Executive agrees, whether during Executive's employment pursuant to this Agreement or thereafter, except as authorized or directed by the Company in writing or pursuant to the normal exercise of Executive's responsibilities hereunder, not to disclose to others, use for Executive's or any other Person's benefit, copy or make notes of any confidential information or trade secrets or any other knowledge or information of or relating to the business, activities or facilities of the Company which may come to Executive's knowledge prior to or during Executive's employment pursuant to this Agreement or thereafter. Executive will not be bound to this obligation of confidentiality and nondisclosure if:

(i) the knowledge or information in question has become part of the public domain by publication or otherwise through no fault of Executive;

(ii) the knowledge or information in question is disclosed to the recipient by a third party and Executive reasonably believes such third party is in lawful possession of the knowledge or information and has the lawful right to make disclosure thereof; or

(iii) Executive is required to disclose the information in question pursuant to applicable law or by a court of competent jurisdiction.

(e) Upon termination of employment pursuant to this Agreement, Executive will deliver to the Company all records, notes, data, memoranda, photographs, models and equipment of any nature which are in Executive's possession or control and which are the property of the Company.

(f) The parties understand and agree that the remedies at law for breach of the covenants in this Paragraph 7 would be inadequate and that the Company will be entitled to injunctive or such other equitable relief as a court may deem appropriate for any breach of these covenants. If any of these covenants will at any time be adjudged invalid to any extent by any court of competent jurisdiction, such covenant will be deemed modified to the extent necessary to render it enforceable.

8. Equity Interests. The parties agree that upon the closing of the initial public offering of the Company and the related reorganization of Holdings and the Company and certain of their subsidiaries (the initial public offering and the reorganization together, the "IPO"): (i) if Executive is then employed by the Company and its subsidiaries, Executive will be granted an option pursuant to the Company's 2003 Long-Term Incentive Plan (the "LTIP") to purchase 50,000 shares of the Company's Class A common stock (the "Class A Common") at an exercise price equal to the initial public offering price for the Class A Common; (ii) such option shall vest ratably over Executive's initial term of employment under this Agreement (which, for avoidance of doubt, is May 13, 2002 until May 12, 2007); and (iii) if the IPO has not closed by December 31, 2003, then Executive will be eligible, at the discretion of the CEO, to purchase equity interests of the Company on terms comparable to those pursuant to which other executive officers of the Company and its subsidiaries have purchased equity interests. From time to time following the closing of the IPO, Executive will be eligible for additional option grants pursuant to the LTIP, at the discretion of the Board. Additional options granted pursuant to the LTIP would vest over a five (5)-year period as may be determined under the LTIP.

9. Entire Agreement. This instrument embodies the entire agreement between the parties hereto with respect to Executive's employment with the Company, and there have been and are no other agreements, representations or warranties between the parties regarding such matters.

10. No Assignment. This Agreement will not be assigned by Executive without the prior written consent of the Company and any attempted assignment without such prior written consent will be null and void and without legal effect; provided that in the case of Executive's death or disability this Agreement may be enforced by Executive's executors, personal representatives or guardians, to the extent applicable. This Agreement will not be assigned by the Company without the prior written consent of Executive except to any other person or entity which may acquire or conduct the business of the Company and/or its subsidiaries.

11. Notices. All notices, requests, demands and other communications hereunder will be deemed to have been duly given when (i) delivered by hand or if mailed, by certified or registered mail, with postage prepaid; (ii) hand delivered; or (iii) sent overnight mail or overnight courier:

(a) If to Executive, then to G. Robert Thompson, 5737 Meadowhaven Drive, Plano, Texas 75093; or as Executive may otherwise specify by prior written notice to the Company; and

(b) If to the Company, then to Nexstar Broadcasting Group, Inc., 909 Lake Carolyn Parkway, Suite 1450, Irving, TX 75039, Attention: Perry A. Sook or as the Company may otherwise specify by prior written notice to Executive.

12. Amendment; Modification. This Agreement will not be amended, modified or supplemented other than in a writing signed by the parties hereto.

13. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute but one and the same instrument.

14. Headings. The headings in the Paragraphs of this Agreement are inserted for convenience only and will not constitute a part of this Agreement.

15. Severability. The parties agree that if any provision of this Agreement will under any circumstances be deemed invalid or inoperative, the Agreement will be construed with the invalid or inoperative provision deleted, and the rights and obligations of the parties will be construed and enforced accordingly.

16. Governing Law. This Agreement will be governed by and construed in accordance with the internal law of the State of Delaware without giving effect to any choice of law or conflict provision or rule that would cause the laws of any jurisdiction other than the State of Delaware to be applied.

17. Legal Fees. In the event of any litigated dispute between or among any of the parties to this Agreement, the reasonable legal fees and expenses of the party successful in such dispute (whether by way of a decision by a court or other tribunal) will be paid promptly by the unsuccessful party upon presentation by the successful party of an invoice therefor.

18. Representations. Executive represents and warrants to the Company that Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity.

19. Strict Construction. The parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

20. Binding Arbitration.

(a) Generally. The arbitration procedures described in this Paragraph 20 will be the sole and exclusive method of resolving and remedying claims under this Agreement ("Disputes"); provided that nothing in this Paragraph 20 will prohibit a Person from instituting litigation to enforce any Final Arbitration Award. Except as otherwise provided in the Commercial Arbitration Rules of the American Arbitration Association as in effect from time to time (the "AAA Rules"), the arbitration procedures described in this Paragraph 20 and any Final Arbitration Award will be governed by, and will be enforceable pursuant to, the Uniform Arbitration Act as in effect in the State of Texas from time to time. "Person" for the purposes of this Agreement means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or any governmental entity.

(b) Notice of Arbitration. If a Person asserts that there exists a Dispute, then such Person (the "Disputing Person") will give each other Person involved in such Dispute a written notice setting forth the nature of the asserted Dispute. If all such Persons do not resolve any such asserted Dispute prior to the 10th business day after such notice is given, then any of them may commence arbitration pursuant to this Paragraph 20 by giving each other Person involved in such Dispute a written notice to that effect (an "Arbitration Notice"), setting forth any matters which are required to be set forth therein in accordance with the AAA Rules.

(c) Selection of Arbitrator. The Persons involved in any Dispute will attempt to select a single arbitrator by mutual agreement. If no such arbitrator is selected prior to the 10th business day after the related Arbitration Notice is given, then an arbitrator which is experienced in matters of the type which are the subject matter of the Dispute will be selected in accordance with the AAA Rules.

(d) Conduct of Arbitration. The arbitration will be conducted in the Irving, Texas metropolitan area under the AAA Rules, as modified by any written agreement among the Persons involved in the Dispute in question. The arbitrator will conduct the arbitration in a manner so that the final result, determination, finding, judgment or award determined by the arbitrator (the "Final Arbitration Award") is made or rendered as soon as practicable, and the Persons involved will use reasonable efforts to cause a Final Arbitration Award to occur within 90 days after the arbitrator is selected. Any Final Arbitration Award will be final and binding upon all Persons and there will be no appeal from or reexamination of any Final Arbitration Award, except in the case of fraud, perjury or evident partiality or misconduct by the arbitrator prejudicing the rights of such Persons or to correct manifest clerical errors.

(e) Enforcement. A Final Arbitration Award may be enforced in any state or federal court having jurisdiction over the subject matter of the related Dispute.

(f) Expenses. Each prevailing Person in any arbitration proceeding described in this Paragraph 20 will be entitled to recover from any non-prevailing Person(s) its reasonable attorneys' fees and disbursements and other out-of-pocket costs in addition to any damages or other remedies awarded to such prevailing Person, and the non-prevailing Person(s) also will be required to pay all other costs and expenses associated with the arbitration; provided that (i) if an arbitrator is unable to determine that one or more Persons are prevailing Person(s) in any such arbitration proceeding, then such costs and expenses will be equitably allocated by such arbitrator upon the basis of the outcome of such arbitration proceeding, and (ii) if such arbitrator is unable to allocate such costs and expenses in such a manner, then the costs and expenses of such arbitration will be paid one-half by the Company, on the one hand, and one-half by Executive, on the other hand, and each Person involved in such arbitration will pay the out-of-pocket expenses incurred by it. As part of any Final Arbitration Award, the arbitrator may designate the prevailing Person(s) for purposes of this Paragraph 20.

* * * * * *

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

/s/ G. Robert Thompson
-----------------------------------------------------
G. ROBERT THOMPSON

NEXSTAR BROADCASTING GROUP, INC.

By:  /s/ Perry A. Sook
     ------------------------------------------------
Name: Perry A. Sook
Title: Chief Executive Officer

Exhibit 10.86

Perry A. Sook
President/CEO

TO: Susana Schuler

FR: Perry A. Sook

RE: Addendum to Employment Agreement

DA: 8/25/03

Reference is hereby made to your Executive Employment Agreement with Nexstar Broadcasting Group. This memorandum will serve as an addendum.

Paragraph 2, Term. The term of this agreement is hereby extended through December 31, 2008.

Paragraph 4, Compensation. During the extended term of the agreement, you shall be entitled to receive an annual Base Salary (as defined in the agreement) at the rate specified below:

                                                      Base Salary

From September 1, 2003 through August 31, 2004        $145,000
From September 1, 2004 through August 31, 2005        $150,000
From September 1, 2005 through August 31, 2006        $155,000
From September 1, 2006 through August 31, 2007        $160,000
From September 1, 2007 through August 31, 2008        $165,000
After September 1, 2008                               $170,000

You will be eligible to receive a target bonus of $20,000 at the conclusion of each calendar year, at the discretion of the CEO.

Paragraph 6(b) Termination Payments. (i) the period is hereby extended to one year.

Equity Compensation: You will be granted options to purchase 15,000 shares at the IPO price in the Nexstar Initial Public Offering. These options will vest 50% at the time of the IPO, and the remainder in equal installments over five years.

All other aspects of your employment agreement with Nexstar remain in full force and effect and will be governed by your agreement and the Nexstar Employee Handbook.

Please indicate your agreement with and acceptance of the terms and conditions of this addendum as of the date written by signing below.

Sincerely,                              Agreed and Accepted,


/s/ Perry A. Sook                       /s/ Susana Schuler
    Perry A. Sook                           Susana Schuler
    President/CEO                           Corporate VP/News

Nexstar Broadcasting Group, Inc. 909 Lake Carolyn Parkway, Suite 1450, Irving, TX 75039,
(972) 373-8800 fax (972) 373-8888

Exhibit 10.87

Perry A. Sook
President/CEO

TO: Rick Stolpe

FR: Perry A. Sook

RE: Addendum to Employment Agreement

DA: 8/28/03

Reference is hereby made to your Executive Employment Agreement with Nexstar Broadcasting Group dated January 5, 1998 as amended August 13, 2002. This memorandum will serve as a subsequent addendum.

Paragraph 4, Compensation. Section 4 (a) Base Salary (as defined in the agreement) is hereby amended as follows:

                                                   Base Salary
From September 1, 2003 through August 31, 2004     $125,000
From September 1, 2004 through August 31, 2005     $130,000
From September 1, 2005 through August 31, 2006     $135,000
Effective September 1, 2006 and thereafter         $140,000

Section 4 (b) is hereby amended to reflect an annual bonus target of $20,000 to be awarded at the conclusion of each calendar year, at the discretion of the CEO.

Paragraph 6 (b) Termination Payments. (i) the period is hereby extended to one year.

Equity Compensation: You will be granted 15,000 options at the IPO price at the time of the Nexstar Initial Public Offering. These options will be 50% vested at the time of the IPO, with the remaining 50% to vest in equal installments over 5 years.

All other aspects of your employment agreement with Nexstar remain in full force and effect and will be governed by your agreement and the Nexstar Employee Handbook.

Please indicate your agreement with and acceptance of the terms and conditions of this addendum as of the date written by signing below.

Sincerely,                      Agreed and Accepted,

/s/ Perry A. Sook               /s/ Rick Stolpe
    Perry A. Sook                   Rick Stolpe
    President/CEO                   VP/Director of Engineering

Nexstar Broadcasting Group, Inc. 909 Lake Carolyn Parkway, Suite 1450, Irving, TX 75039,
(972) 373-8800 fax (972) 373-8888

Exhibit 21.1

Subsidiaries of Nexstar Broadcasting Group, Inc. following completion of the reorganization and the Quorum acquisition:

1. Nexstar Finance Holdings, Inc.

2. Nexstar Finance, Inc.

3. Nexstar Broadcasting of Northeastern Pennsylvania, L.L.C.

4. Nexstar Broadcasting of Joplin, L.L.C.

5. Nexstar Broadcasting of Erie, L.L.C.

6. Nexstar Broadcasting of Beaumont/Port Arthur, L.L.C.

7. Nexstar Broadcasting of Wichita Falls, L.L.C.

8. Nexstar Broadcasting of Rochester, L.L.C.

9. Nexstar Broadcasting of Abilene, L.L.C.

10. Nexstar Broadcasting of the Medwest, Inc.

11. Nexstar Management, Inc.

12. Nexstar Broadcasting of Champaign, L.L.C.

13. Nexstar Broadcasting of Peoria, L.L.C.

14. Nexstar Broadcasting of Midland-Odessa, L.L.C.

15. Nexstar Broadcasting of Louisiana, L.L.C.

16. Nexstar Broadcasting of Springfield L.L.C.

17. Nexstar Broadcasting of Evansville, L.L.C.

18. Nexstar Broadcasting of Rockford, L.L.C.

19. Nexstar Broadcasting of West Monroe, L.L.C.

20. Nexstar Broadcasting of Texas, L.L.C.

21. Nexstar Broadcasting of Utica, L.L.C.

22. Nexstar Broadcasting of Montana, L.L.C.

23. Nexstar Broadcasting of Maryland, L.L.C.

24. Nexstar Broadcasting of Fort Wayne, L.L.C.

25. Nexstar Broadcasting of Amarillo, L.L.C.

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Pre-Effective Amendment No. 6 to Form S-1 of Nexstar Broadcasting Group, Inc. of our report dated March 5, 2003, except as to Note 15, which is as of March 27, 2003 relating to the financial statements of Nexstar Broadcasting Group, L.L.C., which appear in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
November 17, 2003

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Pre-Effective Amendment No. 6 to Form S-1 of Nexstar Broadcasting Group, Inc. of our report dated September 12, 2003, except as to Note 17, which is as of November 6, 2003, relating to the financial statements of Quorum Broadcast Holdings, LLC, which appear in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
November 17, 2003

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Pre-Effective Amendment No. 6 to Form S-1 of Nexstar Broadcasting Group, Inc. of our report dated November 14, 2003, relating to the financial statement of Nexstar Broadcasting Group, Inc., which appear in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
November 17, 2003

Exhibit 23.3

Independent Auditors' Consent

The Board of Directors
Morris Multimedia, Inc.:

We consent to the use of our report dated March 17, 2003, with respect to the combined balance sheet of United Broadcasting Corporation and subsidiary and Morris Network of Alabama, Inc. as of September 30, 2002, and the related combined statements of income, stockholder's equity, cash flows for the year ended September 30, 2002, incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus.

/s/ KPMG LLP


Jacksonville, Florida
November 17, 2003