EX-10.1 2 nxst-ex101_149.htm EX-10.1 nxst-ex101_149.htm

Exhibit 10.1

Execution Version

AMENDMENT NO. 4 TO CREDIT AGREEMENT

AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of September 3, 2020 (this “Amendment”), by and among NEXSTAR BROADCASTING, INC., a Delaware corporation (the “Borrower”), NEXSTAR MEDIA GROUP, INC., a Delaware corporation (“Nexstar Media”), each of the other Loan Parties listed on the signature pages hereto, BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), each Person party hereto as a 2020 Revolving Credit Lender (the “2020 Revolving Credit Lenders”) and each Person party hereto as a Revolving Credit Lender under the Credit Agreement on the date hereof prior to giving effect to this Amendment (the “Existing Revolving Credit Lenders”).

RECITALS:

WHEREAS, reference is hereby made to the Credit Agreement, dated as of January 17, 2017 (as amended by Amendment No. 1, dated as of July 19, 2017, Amendment No. 2, dated as of October 26, 2018, Amendment No. 3, dated as of September 19, 2019, and as further amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), among the Borrower, Nexstar Media, the Administrative Agent, each lender from time to time party thereto, and the other parties thereto (capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Existing Credit Agreement, as amended by this Amendment (the “Amended Credit Agreement”), or if no longer defined in the Amended Credit Agreement, in the Existing Credit Agreement);

WHEREAS, pursuant to Section 2.14 and 10.01 of the Existing Credit Agreement, the Borrower, the 2020 Revolving Credit Lenders party hereto and other parties hereto desire to amend the Existing Credit Agreement as set forth herein (including on Exhibit A hereto);

WHEREAS, each 2020 Revolving Credit Lender has agreed, on the terms and subject to the conditions set forth herein, to provide 2020 Revolving Credit Commitments (as defined in the Amended Credit Agreement) in such amounts as set forth on the Fourth Amendment Effective Date Facilities Schedule and to make 2020 Revolving Credit Loans thereunder from time to time as provided herein and in the Amended Credit Agreement, which 2020 Revolving Credit Commitments shall be in addition to, and constitute a separate Class from, the Revolving Credit Commitments outstanding under the Existing Credit Agreement immediately prior to the Fourth Amendment Effective Date (the “Existing Revolving Credit Commitments”); and

WHEREAS, the Swing Line Lender and L/C Issuer have consented, on the terms and subject to the conditions set forth herein, to the amendments set forth herein.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

1.

Credit Agreement Amendments.  Effective as of the Fourth Amendment Effective Date, the Existing Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Existing Credit Agreement attached as Exhibit A hereto.

 


 

2.

New Revolving Credit Commitments. Subject to the terms and conditions set forth herein and in Exhibit A hereto, each 2020 Revolving Credit Lender hereby agrees to provide 2020 Revolving Credit Commitments as set forth on the Fourth Amendment Effective Date Facilities Schedule.  The Existing Revolving Credit Commitments shall constitute “2018 Revolving Credit Commitments” under the Amended Credit Agreement.  If any Revolving Credit Loans (as defined in the Existing Credit Agreement) are outstanding on the Fourth Amendment Effective Date, such loans shall be deemed to have been converted to Revolving Credit Loans (as defined in the Amended Credit Agreement) and each Revolving Credit Lender shall be deemed to have purchased such loans on the Fourth Amendment Effective Date in such amount as directed by the Administrative Agent such that, after giving effect thereto, each Revolving Credit Lender shall hold its Applicable Percentage of the outstanding Revolving Credit Loans (as defined in the Amended Credit Agreement).  All Letters of Credit outstanding on the Fourth Amendment Effective Date shall constitute Letters of Credit issued under the Amended Credit Agreement.

3.

Effective Date Conditions.  Each of (i) the amendments set forth in Section 1 hereof, (ii) the obligations of the 2020 Revolving Credit Lenders to provide 2020 Revolving Credit Commitments (as defined in the Amended Credit Agreement) and (iii) the consent of the Lenders party hereto in their capacities as Group Lenders under the other Group Amended Credit Agreements shall each become effective on the date (the “Fourth Amendment Effective Date”, which shall be September 3, 2020) on which each of the following conditions have been satisfied (or waived) in accordance with the terms therein:

 

(a)

this Amendment shall have been executed and delivered by (i) the Borrower, Nexstar Media and each of the other Loan Parties, (ii) the Administrative Agent, (iii) each 2020 Revolving Credit Lender, (iv) the Swing Line Lender and the L/C Issuer and (v) the Existing Revolving Credit Lenders constituting Group Required Revolving Credit Lenders (prior to giving effect to this Amendment);

 

(b)

delivery to the Administrative Agent of (A) a customary opinion of Kirkland & Ellis LLP, counsel for the Borrower and the other Loan Parties in form and substance reasonably satisfactory to the Administrative Agent, dated as of Fourth Amendment Effective Date and addressed to the Administrative Agent, the Collateral Agent and each of the applicable Lenders, (B) the applicable Loan Notices, (C) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of the applicable Loan Parties substantially similar to that which was delivered on the Closing Date and the First Amendment Effective Date with respect to (w) Organization Documents, (x) resolutions, (y) incumbency and (z) good standing and (D) a certificate signed by a Responsible Officer of Nexstar Media certifying that, to the knowledge of Nexstar Media, the conditions set forth in Sections 3(d) and (e) hereof have been satisfied;

 

(c)

the Administrative Agent and the Amendment No. 4 Lead Arrangers (as defined in Exhibit A hereto) shall have received, in immediately available funds, (i) for the account of each 2020 Revolving Credit Lender, such fees as separately agreed between the Borrower, the Administrative Agent and the 2020 Revolving Credit Lenders prior to the Third Amendment Effective Date and (ii) payment or reimbursement of all other fees, reasonable out-of-pocket expenses (including the reasonable and documented fees, charges and disbursements of Cahill Gordon & Reindel LLP, as counsel for the Administrative Agent and the Amendment No. 4 Lead Arrangers), compensation and other amounts then due and required to be paid

2


 

 

in connection with this Amendment, in the case of out-of-pocket expenses, to the extent invoiced at least three (3) Business Days prior to the Fourth Amendment Effective Date;

 

(d)

each of the representations and warranties of the Loan Parties contained in Section 4 hereof shall be true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects, on and as of the Fourth Amendment Effective Date (or true and correct in all respects as of a specified date if earlier, or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects); and

 

(e)

immediately prior to and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

For purposes of determining whether the conditions set forth in this Section 3 have been satisfied, by releasing its signature page hereto, the Administrative Agent and each Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Administrative Agent or such Lender, as the case may be.

4.

Representations and Warranties.  Each of Nexstar Media and the Borrower hereby represents and warrants, jointly and severally, that on and as of the Fourth Amendment Effective Date:

 

(a)

the representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all respects or, in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects, on and as of the Fourth Amendment Effective Date (or true and correct in all respects as of a specified date if earlier, or in the case of such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, in all material respects); and

 

(b)

this Amendment has been duly executed and delivered by each Loan Party and constitutes, and the Amended Credit Agreement will constitute, its legal, valid and binding obligation, enforceable against each of the Loan Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law and other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinions delivered pursuant hereto.

5.

Effects on Loan Documents.

 

(a)

On and after the Fourth Amendment Effective Date, each reference in any Loan Document to “the Credit Agreement” shall mean and be a reference to the Amended Credit Agreement and each reference in the Existing Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import shall mean and be a reference to the Amended Credit Agreement.

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(b)

Except as specifically set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Loan Documents.

 

(c)

Each of the parties hereto acknowledges and agrees that, on and after the Fourth Amendment Effective Date, this Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement.

 

(d)

The parties hereto acknowledge and agree that the amendment of the Existing Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Existing Credit Agreement and the other Loan Documents as in effect prior to the Fourth Amendment Effective Date.

6.

Reaffirmation of the Loan Parties. Each Loan Party hereby consents to the amendment of the Existing Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which any Loan Party is a party is, and the obligations of such Loan Party contained in the Existing Credit Agreement, this Amendment or in any other Loan Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Amendment. For the avoidance of doubt and without limiting the foregoing, each Loan Party hereby confirms that (i) the Guaranties shall continue in full force and effect and are hereby reaffirmed and (ii) the existing security interests granted by such Loan Party in favor of the Collateral Agent for the benefit of the Secured Parties (including, without limitation, the 2020 Revolving Credit Lenders) pursuant to the Loan Documents in the Collateral described therein shall continue to secure the Secured Obligations of the Loan Parties under the Amended Credit Agreement, the other Group Amended Credit Agreements, as applicable, and the other Loan Documents as and to the extent provided in the Loan Documents.

7.

Amendment, Modification and Waiver.  This Amendment may not be amended, modified or waived except as permitted by Section 10.01 of the Credit Agreement.

8.

GOVERNING LAW.  This Amendment AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

9.

Severability.  Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  

10.

Counterparts; Integration.  This Amendment may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  This Amendment and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter

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hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.  This Amendment may be in the form of an Electronic Record and may be executed using Electronic Signatures (including, without limitation, facsimile and “pdf”) and shall be considered an original, and shall have the same legal effect, validity and enforceability as a paper record.  This Amendment and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Amendment (each a “Communication”), may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Amendment.  For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by any of the parties hereto of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention.  The Administrative Agent and each Lender party hereto may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in the ordinary course of the such Person’s business, and destroy the original paper document.  Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each Lender party hereto shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party without further verification and (b) upon the request of the Administrative Agent or any Lender party hereto, any Electronic Signature shall be promptly followed by such manually executed counterpart.  For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

11.

WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO this Amendment OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

[signature pages to follow]

 

5


 

 

NEXSTAR BROADCASTING, INC., as the Borrower

 

By:

/s/ Thomas E. Carter

 

Name:

Thomas E. Carter

 

Title:

Chief Financial Officer

NEXSTAR MEDIA GROUP, INC., as a Holding Company

 

By:

/s/ Thomas E. Carter

 

Name:

Thomas E. Carter

 

Title:

Chief Financial Officer

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

NEXSTAR DIGITAL, LLC, as a Guarantor

 

By:

/s/ Thomas E. Carter

 

Name:

Thomas E. Carter

 

Title:

Chief Financial Officer

LIN TELEVISION OF TEXAS, INC., as Guarantor

 

By:

/s/ Thomas E. Carter

 

Name:

Thomas E. Carter

 

Title:

Chief Financial Officer

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

CA-LATS South, LLC

CA-Los Angeles Times Square, LLC

CA-Olympic Plant, LLC

FoxCo Acquisition Finance Corporation

IL-2501 West Bradley Place, LLC

IL-777 West Chicago Avenue, LLC

IL-Tribune Tower, LLC

KPLR, Inc.

KSTU, LLC

Local TV Aircraft, Inc.

Local TV Finance Corporation

Tribune (FN) Cable Ventures, LLC

Tribune Broadcasting Company II, LLC

Tribune Broadcasting Hartford, LLC

Tribune Broadcasting Kansas City, Inc.

Tribune Broadcasting Seattle, LLC

Tribune Media Company

Tribune Real Estate Holdings, LLC

Tribune Television New Orleans, Inc.

WDAF License, Inc.

WDAF Television, Inc.

WITI License, LLC

WITI Television, LLC

WQAD, LLC

 

By:

/s/ Thomas E. Carter

 

Name:

Thomas E. Carter

 

Title:

Treasurer

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

MISSION BROADCASTING, INC., as a Guarantor

 

By:

/s/ Dennis P. Thatcher

 

Name:

Dennis P. Thatcher

 

Title:

President and Treasurer

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

 

/s/ Dennis P. Thatcher

 

DENNIS P. THATCHER, as a Pledgor

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

 

/s/ Nancie J. Smith

 

NANCIE J. SMITH, as a Pledgor

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer

 

By:

/s/ Laura L. Olson

 

Name:

Laura L. Olson

 

Title:

Vice President

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

BANK OF AMERICA, N.A., as an Existing Revolving Credit Lender and as a 2020 Revolving Credit Lender

 

By:

/s/ Laura L. Olson

 

Name:

Laura L. Olson

 

Title:

Vice President

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

CAPITAL ONE, NATIONAL ASSOCIATION, as an Existing Revolving Credit Lender and as a 2020 Revolving Credit Lender

 

By:

/s/ Nirmal Bivek

 

Name:

Nirmal Bivek

 

Title:

Duly Authorized Signatory

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

MIZUHO BANK, LTD., as a 2020 Revolving Credit Lender

 

By:

/s/ Tracy Rahn

 

Name:

Tracy Rahn

 

Title:

Executive Director

[If a second signature is necessary:

 

By:

Name:

 

Title:

]

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

MUFG BANK, LTD., as an Existing Revolving Credit Lender and as a 2020 Revolving Credit Lender

 

By:

/s/ Matthew Antioco

 

Name:

Matthew Antioco

 

Title:

Director

[If a second signature is necessary:

 

By:

Name:

 

Title:

]

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

TRUIST BANK (AS SUCCESSOR BY MERGER TO SUNTRUST BANK), as an Existing Revolving Credit Lender and as a 2020 Revolving Credit Lender

 

By:

/s/ Cynthia W. Burton

 

Name:

Cynthia W. Burton

 

Title:

Director

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

CITIZENS BANK, N.A., as an Existing Revolving Credit Lender and as a 2020 Revolving Credit Lender

 

By:

/s/ Jason Hembree

 

Name:

Jason Hembree

 

Title:

Vice President

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

DEUTSCHE BANK AG NEW YORK BRANCH, as an Existing Revolving Credit Lender and as a 2020 Revolving Credit Lender

 

By:

/s/ Jennifer Culbert

 

Name:

Jennifer Culbert

 

Title:

Vice President
jennifer-a.culbert@db.com
(212) 250-0738

 

 

By:

/s/ Philip Tancorra

 

Name:

Philip Tancorra

 

Title:

Vice President
philip.tancorra@db.com
(212) 250-6576

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

REGIONS BANK, as an Existing Revolving Credit Lender and as a 2020 Revolving Credit Lender

 

By:

/s/ Jason Douglas

 

Name:

Jason Douglas

 

Title:

Director

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as an Existing Revolving Credit Lender and as a 2020 Revolving Credit Lender

 

By:

/s/ Lingzi Huang

 

Name:

Lingzi Huang

 

Title:

Authorized Signatory

 

 

By:

/s/ Nicolas Thierry

 

Name:

Nicolas Thierry

 

Title:

Authorized Signatory

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

GOLDMAN SACHS BANK USA, as an Existing Revolving Credit Lender and as a 2020 Revolving Credit Lender

 

By:

/s/ Rebecca Kratz

 

Name:

Rebecca Kratz

 

Title:

Authorized Signatory

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

GOLDMAN SACHS LENDING PARTNERS LLC, as a 2020 Revolving Credit Lender

 

By:

/s/ Rebecca Kratz

 

Name:

Rebecca Kratz

 

Title:

Authorized Signatory

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

FIFTH THIRD BANK, NATIONAL ASSOCIATION, as an Existing Revolving Credit Lender and as a 2020 Revolving Credit Lender

 

By:

/s/ Marisa Lake

 

Name:

Marisa Lake

 

Title:

AVP

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

CITIBANK, N.A., as an Existing Revolving Credit Lender and as a 2020 Revolving Credit Lender

 

By:

/s/ Robert Parr

 

Name:

Robert Parr

 

Title:

Vice President & Managing Director

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as an Existing Revolving Credit Lender and as a 2020 Revolving Credit Lender

 

By:

/s/ Daniel Kurtz

 

Name:

Daniel Kurtz

 

Title:

Director

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

U.S. BANK NATIONAL ASSOCIATION, as a 2020 Revolving Credit Lender

 

By:

/s/ Gregory Knudsen

 

Name:

Gregory Knudsen

 

Title:

Senior Vice President

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

Crédit Industriel et Commercial, New York Branch, as a 2020 Revolving Credit Lender

 

By:

/s/ Garry Weiss

 

Name:

Garry Weiss

 

Title:

Managing Director

 

 

By:

/s/ Mark D. Palin

 

Name:

Mark D. Palin

 

Title:

First Vice President

[Signature Page to Amendment No. 4 (Nexstar)]


 

 

BARCLAYS BANK PLC, as an Existing Revolving Credit Lender and as a 2020 Revolving Credit Lender

 

By:

/s/ Craig Malloy

 

Name:

Craig Malloy

 

Title:

Director

 

[Signature Page to Amendment No. 4 (Nexstar)]


 

Exhibit A

[See Attached]

 

 


 

EXHIBIT A to Amendment No. 4

Published CUSIP Numbers:
Credit Facility 65336RAL2
2018 Revolving Commitment 65336RAS7
2020 Revolving Commitment 65336RAX6

Term A-4 Loan 65336RAT5
Term A-5 Loan 65336RAV0
Term B-3 Loan 65336RAU2
Term B-4 Loan 65336RAW8

CREDIT AGREEMENT

Dated as of January 17, 2017
(as amended by Amendment No. 1 dated as of July 19, 2017,

as further amended by Amendment No. 2 dated as of October 26, 2018,
as further amended by Amendment No. 3 dated as of September 19, 2019 and
as further amended by Amendment No. 4 dated as of September 3, 2020)
among

NEXSTAR BROADCASTING, INC.,
as the Borrower,

NEXSTAR MEDIA GROUP, INC.,
as a Holding Company,

BANK OF AMERICA, N.A.,
as Administrative Agent, Collateral Agent,
Swing Line Lender and L/C Issuer,

and

The Other Lenders Party Hereto

BofA SECURITIES, INC.

CREDIT SUISSE LOAN FUNDING LLC
DEUTSCHE BANK SECURITIES INC.
MUFG BANK, LTD. (f/k/a THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.)
Truist Securities, Inc. (f/k/a SunTrust Robinson Humphrey, Inc.)
BNP PARIBAS SECURITIES CORP.
CITIGROUP GLOBAL MARKETS INC.
CITIZENS BANK, NATIONAL ASSOCIATION
FIFTH THIRD BANK, NATIONAL ASSOCIATION
GOLDMAN SACHS BANK USA
MIZUHO BANK, LTD.
REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK and
CAPITAL ONE, N.A.

as Lead Arrangers with respect to the Term A-5 Loans and Term B-4 Loans

 

 

 

 

 

 

 

 

 

 


 

 

BofA SECURITIES, INC.

CREDIT SUISSE LOAN FUNDING LLC
DEUTSCHE BANK SECURITIES INC.
MUFG BANK, LTD. (f/k/a THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.)
Truist Securities, Inc. (f/k/a SunTrust Robinson Humphrey, Inc.)
CITIGROUP GLOBAL MARKETS INC.
CITIZENS BANK, NATIONAL ASSOCIATION
FIFTH THIRD BANK, NATIONAL ASSOCIATION
GOLDMAN SACHS BANK USA
MIZUHO BANK, LTD.
REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK and
CAPITAL ONE, N.A.

 

as Lead Arrangers with respect to the 2020 Revolving Commitments

 

______________________________

 

 

 

 


 

TABLE OF CONTENTS

Page

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1.01

Defined Terms2

1.02

Other Interpretive Provisions60

1.03

Accounting Terms; Calculation of Financial Covenant and Other Financial Ratios and Terms61

1.04

Rounding62

1.05

Timing of Payment or Performance62

1.06

Times of Day62

1.07

Letter of Credit Amounts62

1.08

Certain Calculation and Tests62

ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01

The Loans63

2.02

Borrowings, Conversions and Continuations of Loans64

2.03

Letters of Credit66

2.04

Swing Line Loans73

2.05

Prepayments76

2.06

Termination or Reduction of Commitments; Re-Allocation of Revolving Credit Commitments82

2.07

Repayment of Loans84

2.08

Interest84

2.09

Fees85

2.10

Computation of Interest and Fees85

2.11

Evidence of Debt86

2.12

Payments Generally; Administrative Agent’s Clawback86

2.13

Sharing of Payments by Lenders88

2.14

Incremental Credit Extensions88

2.15

Extensions of Term Loans and Revolving Credit Commitments91

2.16

Defaulting Lenders93

2.17

Cash Collateral95

2.18

Permitted Debt Exchanges of Term B Loans96

ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY

3.01

Taxes99

3.02

Illegality102

3.03

Inability to Determine Rates102

3.04

Increased Costs; Reserves on Eurodollar Rate Loans104

3.05

Compensation for Losses105

3.06

Mitigation Obligations; Replacement of Lenders105

3.07

Survival105

ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01

Conditions of Initial Credit Extension106

4.02

Conditions to Subsequent Credit Extensions108

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Page

ARTICLE V
REPRESENTATIONS AND WARRANTIES

5.01

Existence, Qualification and Power; Compliance with Laws109

5.02

Authorization; No Contravention109

5.03

Governmental Authorization; Other Consents109

5.04

Binding Effect110

5.05

Financial Statements; No Material Adverse Effect110

5.06

Litigation110

5.07

Ownership of Property; Liens111

5.08

Environmental Compliance111

5.09

Taxes111

5.10

ERISA Compliance112

5.11

Subsidiaries; Equity Interests; Variable Interest Entities112

5.12

Margin Regulations; Investment Company Act112

5.13

Disclosure113

5.14

Intellectual Property; Licenses, Etc.113

5.15

Solvency113

5.16

Security Documents113

5.17

Use of Proceeds113

5.18

Insurance113

5.19

Labor Matters113

5.20

OFAC; Anti-Money Laundering and Economic Sanctions Laws114

5.21

FCC Licenses114

5.22

Sharing Agreements115

5.23

Channel Sharing Agreements115

ARTICLE VI
AFFIRMATIVE COVENANTS

6.01

Financial Statements115

6.02

Certificates; Other Information116

6.03

Notices118

6.04

Preservation of Existence, Etc.119

6.05

Maintenance of Properties119

6.06

Maintenance of Insurance119

6.07

Compliance with Laws120

6.08

Books and Records120

6.09

Inspection Rights120

6.10

Intentionally Omitted120

6.11

Covenant to Guarantee the Secured Obligations and Give Security120

6.12

Use of Proceeds123

6.13

Compliance with Environmental Laws124

6.14

Further Assurances124

6.15

Designation as Senior Debt124

6.16

Payment of Taxes124

6.17

Maintenance of Ratings124

6.18

Quarterly Lender Calls124

ARTICLE VII
NEGATIVE COVENANTS

7.01

Liens125

7.02

Indebtedness128

7.03

Investments132

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Page

7.04

Fundamental Changes134

7.05

Dispositions135

7.06

Prepayments, Etc. of Indebtedness; Amendments138

7.07

Use of Proceeds139

7.08

Transactions with Affiliates139

7.09

Restricted Payments140

7.10

Financial Covenant142

7.11

Change in Nature of Business142

7.12

Burdensome Agreements142

7.13

Holding Companies143

7.14

Sanctions145

7.15

Amendments and Other Documents145

ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES

8.01

Events of Default145

8.02

Remedies Upon Event of Default148

8.03

Exclusion of Immaterial Subsidiaries149

8.04

Application of Funds149

8.05

Borrower’s Right to Cure150

ARTICLE IX
ADMINISTRATIVE AGENT

9.01

Appointment and Authority150

9.02

Rights as a Lender151

9.03

Exculpatory Provisions151

9.04

Reliance by Agents152

9.05

Delegation of Duties152

9.06

Resignation of Administrative Agent, Swing Line Lender, L/C Issuers and Collateral Agent153

9.07

Non-Reliance on Administrative Agent and Other Lenders154

9.08

No Other Duties, Etc.154

9.09

Administrative Agent May File Proofs of Claim154

9.10

Collateral and Guarantee Matters155

9.11

Cash Management Obligations and Secured Hedge Agreements155

ARTICLE X
MISCELLANEOUS

10.01

Amendments, Etc.156

10.02

Notices; Effectiveness; Electronic Communications159

10.03

No Waiver; Cumulative Remedies; Enforcement160

10.04

Expenses; Indemnity; Damage Waiver161

10.05

Payments Set Aside163

10.06

Successors and Assigns163

10.07

Treatment of Certain Information; Confidentiality168

10.08

Right of Setoff169

10.09

Interest Rate Limitation169

10.10

Counterparts; Integration; Effectiveness170

10.11

Survival of Representations and Warranties170

10.12

Severability170

10.13

Replacement of Lenders170

10.14

Governing Law; Jurisdiction; Etc.171

10.15

Waiver of Jury Trial172

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Page

10.16

No Advisory or Fiduciary Responsibility172

10.17

Electronic Execution of Assignments and Certain Other Documents173

10.18

Guarantee and Collateral Matters173

10.19

USA PATRIOT Act174

10.20

Pro Rata Nature of Group Loans of the Same Class; Administrative Agent Right to Adjust174

10.21

Intercreditor Arrangements176

10.22

Keepwell176

10.23

Designation of Subsidiaries176

10.24

Designation of Excluded VIEs177

10.25

Acknowledgement and Consent to Bail-In of EEA Financial Institutions177

10.26

Additional VIE Borrowers177

10.27

ERISA179

10.28

Acknowledgement Regarding Any Supported QFCs180

10.29

Time of the Essence180

10.30

ENTIRE AGREEMENT180

 

SIGNATURESS-1

 

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SCHEDULES

Facilities Schedule

1.01(b)

Stations

1.01(c)

Media General Digital Business Assets

1.01(d)

Immaterial Subsidiaries and Immaterial VIEs

1.01(e)

Unrestricted Subsidiaries

4.01A

Security Documents and Outside Completion Dates

5.06

Litigation

5.07

Real Properties (including Mortgaged Properties)

5.08

Environmental Compliance

5.11

Subsidiaries; Equity Interests; Variable Interest Entities

5.21

FCC Licenses and Television Stations

5.22

Sharing Arrangements

5.23

Channel Sharing Agreements

7.01(b)

Existing Liens

7.02(s)

Surviving Indebtedness

7.03(g)

Existing Investments

7.08

Transactions with Affiliates

10.02

Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

A

Form of Loan Notice

B

Form of Swing Line Loan Notice

C-1

Form of Revolving Credit Note

C-2

Form of Term Note

D

Form of Compliance Certificate

E

Form of Assignment and Assumption

F

Form of Discounted Prepayment Option Notice

G

Form of Lender Participation Notice

H

Form of Discounted Voluntary Prepayment Notice

I-1

Form of U.S. Tax Compliance Certificate

I-2

Form of U.S. Tax Compliance Certificate

I-3

Form of U.S. Tax Compliance Certificate

I-4

Form of U.S. Tax Compliance Certificate

J

Form of Intercreditor Agreement Among Group Lenders

K

Form of VIE Guarantee and Security Agreement (for Non-VIE Borrower Guarantors)

 

 

 


 

CREDIT AGREEMENT

This CREDIT AGREEMENT (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of July 19, 2017, that certain Amendment No. 2 to Credit Agreement, dated as of October 26, 2018, that certain Amendment No. 3 to Credit Agreement, dated as of September 19, 2019, that certain Amendment No. 4 to Credit Agreement, dated as of September 3, 2020, and as further amended, amended and restated or otherwise modified from time to time, the “Agreement” or “Nexstar Credit Agreement”) is entered into as of January 17, 2017, among Nexstar Broadcasting, Inc., a Delaware corporation (the “Borrower” or “Nexstar Borrower”), Nexstar Media Group, Inc. (f/k/a Nexstar Broadcasting Group, Inc.), a Delaware corporation (“Nexstar Media”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.  Capitalized terms used but not defined in this introductory paragraph and the preliminary statements below shall have the meanings set forth in Article I.

PRELIMINARY STATEMENTS:

Pursuant to that certain Agreement and Plan of Merger, dated as of January 27, 2016 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Agreement”), by and among Nexstar Broadcasting Group, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire (the “Acquisition”) Media General by causing Merger Sub to merge with and into Media General with Media General being the surviving corporation, on the terms and subject to the conditions set forth in the Merger Agreement.

The Nexstar Borrower and the VIE Borrowers have requested the applicable lenders to extend credit to the applicable borrowers under various revolving credit facilities (including sub-facilities) and term facilities under a credit agreement with Nexstar Borrower and a credit agreement with each of the Mission Borrower, the Marshall Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the Refinancing, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Nexstar Borrower, Nexstar Broadcasting Group, Inc., a Delaware corporation, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent, collateral agent, letter of credit issuer and swing line lender (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Nexstar Credit Agreement”), (ii) the loans and borrowings of Mission Broadcasting, Inc., a Delaware corporation (the “Mission Borrower”) under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Mission Borrower, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Mission Credit Agreement”), (iii) the loans and borrowings of Marshall Broadcasting Group, Inc., a Texas corporation (the “Marshall Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Marshall Borrower, the lenders from time to time party thereto and Bank of America, N.A. as the administrative agent, the collateral agent and the letter of credit issuer (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Marshall Credit Agreement”), (iv) the loans and borrowings of WXXA-TV LLC, a Delaware limited liability company and WLAJ-TV LLC, a Delaware limited liability company (collectively, the “Shield Borrowers”) under the Credit Agreement dated as of July 31, 2013 by and among the Shield Borrowers, Shield Media LLC, a Delaware limited liability company and Shield Lansing LLC, a Delaware limited liability company (collectively, the “Shield Holdings”), the lenders from time to time party thereto, and Royal Bank of Canada, as the administrative agent and the collateral agent (the “Existing Shield Credit Agreement”) and (v) the loans and borrowings of Media General under the Amended and Restated Credit Agreement dated as of July 31, 2013 by and among Media General, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Royal Bank of Canada, as the administrative agent, the letter of credit issuer, the swing line lender and the collateral agent (the “Existing Media General Credit Agreement”).

The Nexstar Borrower has agreed to guarantee, and cause Nexstar Media, the other Holding Companies and certain of Nexstar Media’s Restricted Subsidiaries to guarantee, the obligations of each VIE Borrower under the applicable VIE Credit Agreement and certain hedging/cash management obligations of each such VIE Borrower.  To the extent required under the Nexstar Credit Agreement, each VIE Borrower has agreed to guarantee, and cause

 

 


 

certain of its Restricted Subsidiaries to guarantee, the Nexstar Borrower’s obligations under the Nexstar Credit Agreement and certain hedging/cash management obligations of the Nexstar Borrower.

The lenders to the Nexstar Borrower and the lenders to each of the VIE Borrowers have agreed that (i) certain commitments and/or loans of the same Class under the applicable Group Credit Agreements shall be held on a pro rata basis among lenders of the applicable Class under such Group Credit Agreements, (ii) certain voting rights under the Group Credit Agreements shall be exercised on an aggregated basis among the lenders under the Group Credit Agreements, (iii) after the exercise of any remedy under any Group Credit Agreement or other Group Loan Document, all payments received by the Group Lenders shall be applied in accordance with the Intercreditor Agreement Among Group Lenders and (iv) they shall be otherwise bound by the terms of the Intercreditor Agreement Among Group Lenders.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1.01Defined Terms

.  As used in this Agreement, the following terms shall have the meanings set forth below:

2018 Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b) or Section 2.03, as applicable, (b) purchase participations in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on the Fourth Amendment Effective Date Facilities Schedule under the caption “2018 Revolving Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

2018 Revolving Credit Tranche” means, the tranche of Revolving Credit Commitments consisting of the 2018 Revolving Credit Commitments.

2020 Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b) or Section 2.03, as applicable, (b) purchase participations in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on the Fourth Amendment Effective Date Facilities Schedule under the caption “2020 Revolving Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

2020 Revolving Credit Tranche” means, the tranche of Revolving Credit Commitments consisting of the 2020 Revolving Credit Commitments.

Acceptable Discount” has the meaning specified in Section 2.05(e)(iii).

Acceptance Date” has the meaning specified in Section 2.05(e)(ii).

Acquired EBITDA” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any period, the amount for such period of Consolidated EBITDA (determined using the definition of “Consolidated EBITDA” and the other defined terms used therein as if references to the Consolidated Group Entities therein were to such Acquired Entity or Business and its Subsidiaries or such Converted Restricted Subsidiary and its Subsidiaries, as the case may be) of such Acquired Entity or Business or such Converted

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Restricted Subsidiary, as determined on a consolidated basis for such Acquired Entity or Business or such Converted Restricted Subsidiary.

Acquired Entity or Business” has the meaning specified in the definition of the term “Consolidated EBITDA.”

Acquisition” has the meaning specified in the recitals hereto.

Act” has the meaning specified in Section 10.19.

Additional Lender” has the meaning specified in Section 2.14(c).

Administrative Agent” means Bank of America, N.A., and its Subsidiaries and Affiliates, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent appointed in accordance with Section 9.06.

Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

Affiliate Transaction” has the meaning specified in Section 7.08.

After Year-End Payment” has the meaning specified in Section 2.05(b).

Agency Fee Letter” means that agency fee letter dated as of the Closing Date by and among the Nexstar Borrower, the VIE Borrowers and the Group Administrative Agents.

Agents” means, collectively, the Administrative Agent and the Collateral Agent.  

Aggregate Commitments” means the Commitments of all the Lenders.

Aggregate Non-Loan Party Indebtedness” means the aggregate principal amount of Indebtedness (a) incurred by Covenant Entities that are Non-Loan Parties under Section 7.02(b) and (b) assumed or incurred by Covenant Entities that are Non-Loan Parties under Section 7.02(g).

Agreement” has the meaning specified in the introductory paragraph hereto.

Allocated Proposed Lenders” has the meaning specified in Section 10.26.

Amendment No. 1” means that certain Amendment No. 1 to Credit Agreement, dated as of July 19, 2017, by and among the Borrower, Nexstar Media, the other Loan Parties party thereto, the Administrative Agent and the other Lenders party thereto.

Amendment No. 1 Lead Arrangers” means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the First Amendment Effective Date), Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Truist Securities, Inc. (f/k/a SunTrust Robinson Humphrey, Inc.), Barclays Bank PLC and Wells Fargo Securities, LLC.

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Amendment No. 1 Transactions” means, collectively, (a) the transactions contemplated by Amendment No. 1, (b) the negotiation, execution and delivery of Amendment No. 1 and related documents and (c) the payment of all fees and expenses in relation to the transactions described above.

Amendment No. 2” means that certain Amendment No. 2 to Credit Agreement, dated as of October 26, 2018, by and among the Borrower, Nexstar Media, the other Loan Parties party thereto, the Administrative Agent and the other Lenders party thereto.

Amendment No. 2 Lead Arrangers” means each of Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the Second Amendment Effective Date), Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., Truist Securities, Inc. (f/k/a SunTrust Robinson Humphrey, Inc.), Barclays Bank PLC and Wells Fargo Securities, LLC.

Amendment No. 2 Transactions” means, collectively, (a) the transactions contemplated by Amendment No. 2, (b) the negotiation, execution and delivery of Amendment No. 2 and related documents and (c) the payment of all fees and expenses in relation to the transactions described above.

Amendment No. 3” means that certain Amendment No. 3 to Credit Agreement, dated as of September 19, 2019, by and among the Borrower, Nexstar Media, the other Loan Parties party thereto, the Administrative Agent and the other Lenders party thereto.

Amendment No. 3 Lead Arrangers” means  BofA Securities, Inc., Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), Truist Securities, Inc. (f/k/a SunTrust Robinson Humphrey, Inc.), BNP Paribas Securities Corp., Citigroup Global Markets Inc., Citizens Bank, National Association, Fifth Third Bank, National Association, Goldman Sachs Bank USA, Mizuho Bank, Ltd., Regions Capital Markets, a division of Regions Bank and Capital One, N.A.

Amendment No. 3 Transactions” means, collectively, (a) the transactions contemplated by Amendment No. 3, (b) the negotiation, execution and delivery of Amendment No. 3 and related documents and (c) the payment of all fees and expenses in relation to the transactions described above.

Amendment No. 4” means that certain Amendment No. 4 to Credit Agreement, dated as of September 3, by and among the Borrower, Nexstar Media, the other Loan Parties party thereto, the Administrative Agent and the other Lenders party thereto.

Amendment No. 4 Lead Arrangers” means BofA Securities, Inc., Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), Truist Securities, Inc. (f/k/a SunTrust Robinson Humphrey, Inc.), Citigroup Global Markets Inc., Citizens Bank, National Association, Fifth Third Bank, National Association, Goldman Sachs Bank USA, Mizuho Bank, Ltd., Regions Capital Markets, a division of Regions Bank and Capital One, N.A.

Amendment No. 4 Transactions” means, collectively, (a) the transactions contemplated by Amendment No. 4, (b) the negotiation, execution and delivery of Amendment No. 4 and related documents and (c) the payment of all fees and expenses in relation to the transactions described above.

Anti-Money Laundering Laws” means any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes, case law or treaties applicable to each Holding Company or any Covenant Entity related to terrorism financing or money laundering, including any applicable provision of the Act and The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

Applicable Discount” has the meaning specified in Section 2.05(e)(iii).

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Applicable Percentage” means (a) in respect of each Term Facility of the same Class, with respect to any Term Lender of such Class at any time, the percentage (carried out to the ninth decimal place) of such Term Facility represented by the principal amount of such Term Lender’s Term Loans of such Class at such time, (b) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time, subject to adjustment as provided in Section 2.16 and (c) in respect of each Incremental Facility under this Agreement, with respect to any Lender under each such Incremental Facility at any time, the percentage (carried out to the ninth decimal place) of the aggregate Commitments (or Loans, in the case of Incremental Term Loans) in respect of such Incremental Facility represented by such Lender’s Commitment (or Loans, in the case of Incremental Term Loans) at such time.  If the commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Credit Commitments have expired, then the Applicable Percentage of each Revolving Credit Lender in respect of the Revolving Credit Facility shall be determined based on the Applicable Percentage of such Revolving Credit Lender in respect of the Revolving Credit Facility most recently in effect, giving effect to any subsequent assignments.  The initial Applicable Percentage of each Lender in respect of each Facility is set forth in the records of the Administrative Agent or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

Applicable Rate” means

(a)in respect of Loans and Commitments under the Revolving Credit Facility or any Incremental Revolving Facility, and with respect to Letter of Credit Fees and Commitment Fees, from and after the Closing Date, the applicable percentage per annum set forth in the Facilities Schedule; and

(b)in respect of Loans under each Class of Term Facility, including each Incremental Term Loan, from and after the Closing Date, the applicable percentage per annum set forth in the Facilities Schedule for each such Class.

If applicable, any increase or decrease in the Applicable Rate resulting from a change in the Consolidated First Lien Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Term Lenders of the applicable Class or the Required Revolving Credit Lenders, as applicable, the highest Applicable Rate set forth on the Facilities Schedule with respect to the applicable Facility shall apply, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the date on which such Compliance Certificate is delivered.

Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b).

Further, notwithstanding the foregoing, the Applicable Rate in respect of any tranche of Extended Revolving Credit Commitments or any Extended Term Loans or Revolving Credit Loans made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per annum set forth in the relevant Extension Offer.

Applicable Revolving Credit Percentage” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time (for the avoidance of doubt, calculated on an aggregate basis for the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche).

Application Date” has the meaning specified in Section 2.05(d).

Appropriate Lender” means, at any time, (a) with respect to Commitments of any Class, Lenders that have Commitments with respect to such Class, (b) with respect to Loans of any Class, the Lenders of such Class, (c) with respect to any Letter of Credit, (i) the relevant L/C Issuer and (ii) if any Letters of Credit have been issued pursuant

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to Section 2.03(a), the Revolving Credit Lenders and (d) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.

Arrangers” means, collectively, (a) with respect to the Closing Date Term Loans (as defined in the Original Credit Agreement) and the Revolving Credit Facility made available on the Closing Date, (i) Bank of America, N.A., (ii) Credit Suisse Securities (USA) LLC, (iii) Deutsche Bank Securities Inc., (iv) Truist Securities, Inc. (f/k/a SunTrust Robinson Humphrey, Inc.), (iv) Barclays Bank PLC and (vi) Wells Fargo Securities, LLC, (b) the Amendment No. 1 Lead Arrangers, (c) the Amendment No. 2 Lead Arrangers, (d) the Amendment No. 3 Lead Arrangers and (e) the Amendment No. 4 Lead Arrangers.

Asset Percentage” has the meaning specified in Section 2.05(b)(ii).

Asset Sale Bridge Facility” means an Incremental Term A Loan facility with a maturity date of no more than two years incurred in connection with a Permitted Acquisition or similar Investment, to backstop (x) the receipt of cash proceeds from the divestiture of certain assets of the Covenant Entities and/or assets to be acquired in such Permitted Acquisition or similar Investment, which divestiture is expected to be consummated prior to or substantially concurrently with such Permitted Acquisition or similar Investment and/or (y) certain amounts of cash on hand that the Borrower or the target expects to hold at the closing of such Permitted Acquisition or similar Investment.  

Asset Sale Bridge Financed Divestitures” means, in connection with a Permitted Acquisition or similar Investment, any Disposition of assets of the Covenant Entities and/or assets acquired in connection with such Permitted Acquisition or similar Investment, if (i) such Disposition is contemplated to be consummated prior to or substantially concurrently with such Permitted Acquisition or similar Investment, (ii) the proceeds expected to be received from such Disposition are backstopped by an Asset Sale Bridge Facility and (iii) the proceeds received from such Disposition will reduce, on a dollar for dollar basis, the loans funded or expected to be funded under the applicable Asset Sale Bridge Facility.

Asset Swap” has the meaning specified in Section 7.05(m).

Assignment and Assumption” means (a) an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and acknowledged by the Administrative Agent, substantially in the form of Exhibit E and (b) in the case of any assignment of Term Loans in connection with a Permitted Debt Exchange conducted in accordance with Section 2.18, such form of assignment (if any) as may have been requested by the Administrative Agent in accordance with Section 2.18(a)(viii), or, in each case, any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent and the Borrower.

Assignment Minimum Amount” means the applicable Assignment Minimum Amount for each Facility as set forth on the Facilities Schedule.

Attorney Costs” means and includes all reasonable and documented or invoiced fees, expenses and disbursements of any law firm or other external legal counsel.

Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

Auction Manager” means (a) the Administrative Agent (or its designated Affiliate) or (b) any other financial institution or advisor employed by any Group Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Voluntary Prepayment pursuant to Section 2.05(e) of

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the Group Credit Agreement of such Group Borrower; provided that the Borrower shall not designate the Administrative Agent or any Affiliate of the Administrative Agent as the Auction Manager without the written consent of the Administrative Agent or such Affiliate, as applicable (it being understood that the Administrative Agent shall not, nor shall any Affiliate of the Administrative Agent, be under any obligation to agree to act as the Auction Manager); provided, further, that no Consolidated Group Entity or any of its Affiliates, may act as the Auction Manager.

Audited Financial Statements” means the audited consolidated balance sheet of Nexstar Media and its consolidated Subsidiaries and Variable Interest Entities for the fiscal year ended on December 31, 2015 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of such Persons, including the notes thereto.

Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

Availability Period” means in respect of the Revolving Credit Facility, the period from and including (x) with respect to the 2018 Revolving Credit Tranche, the Third Amendment Effective Date and (y) with respect to the 2020 Revolving Credit Tranche, the Fourth Amendment Effective Date, in each case, to the earliest of (a) the Maturity Date for the Revolving Credit Facility, (b) the date of termination of the applicable Revolving Credit Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02.

Available Amount” means, at any time (the “Available Amount Reference Time”), an amount (which shall not be less than zero) equal to the sum of:

(a)$200,000,000; plus

(b)the cumulative amount of Excess Cash Flow of the Consolidated Group Entities for all fiscal years, commencing with the fiscal year ended on December 31, 2017 (the amount for each fiscal year shall not be less than zero) completed after the Closing Date and prior to the Available Amount Reference Time, minus the ECF Percentage of such Excess Cash Flow that has been (or is required to be) applied after the Closing Date and prior to the Available Amount Reference Time to the prepayment of Group Term Loans in accordance with Section 2.05(b)(i) of each Group Credit Agreement; plus

(c)the amount of any capital contributions or Net Cash Proceeds from any Permitted Equity Issuance (or issuance of debt securities that have been converted into or exchanged for Qualified Equity Interests) (other than (i) any Specified Equity Contribution or (ii) any other capital contributions or equity or debt issuances to the extent utilized in connection with other transactions permitted pursuant to Section 7.03, 7.06 or 7.09 of each Group Credit Agreement) received by Nexstar Media or any VIE Borrower during the period from and including the Business Day immediately following the Closing Date through and including the Available Amount Reference Time, but only to the extent (A) such capital contributions or Net Cash Proceeds received by Nexstar Media have been contributed by Nexstar Media in cash to the Nexstar Borrower or another Covenant Entity (provided, that, for the avoidance of doubt, capital contributions made by Nexstar Media in cash to any Digital Business Entity shall not be included for purposes of this clause (A) after the occurrence of the Digital Spinoff Effective Date) as common equity on or prior to the Available Amount Reference Time and (B) such capital contributions or Net Cash Proceeds received by any VIE Borrower were received in cash as common equity on or prior to the Available Amount Reference Time; plus

(d)to the extent not (i) already included in the calculation of Consolidated Net Income of the Consolidated Group Entities or (ii) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment, the aggregate amount of all cash dividends and other cash distributions received by any Covenant Entity during the period from the Business Day immediately following the Closing Date through the Available Amount Reference Time from Investments made using the Available Amount pursuant to Section 7.03(n) in an aggregate amount not to exceed the amount by which the Available Amount was reduced when making such Investments; plus

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(e)to the extent not (i) already included in the calculation of Consolidated Net Income of the Consolidated Group Entities or (ii) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment, the aggregate amount of all Net Cash Proceeds received by any Covenant Entity during the period from the Business Day immediately following the Closing Date through the Available Amount Reference Time in connection with the sale, transfer or other disposition of Investments made using the Available Amount pursuant to Section 7.03(n) in an aggregate amount not to exceed the amount by which the Available Amount was reduced when making such Investments; plus

(f)in the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, any Covenant Entity, the fair market value of the Investments of the Covenant Entities in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), in each case to the extent such Investments correspond to the designation of a Subsidiary as an Unrestricted Subsidiary pursuant to Section 10.23 and were originally made using the Available Amount pursuant to Section 7.03(n) in an aggregate amount not to exceed the amount by which the Available Amount was reduced when making such Investments; minus

(g)the aggregate amount of (i) any Investments made or deemed made pursuant to Section 7.03(n) (including, without limitation, Investments deemed made in the Digital Business Entities on the Digital Spinoff Effective Date to the extent the Borrower elects to utilize such Section 7.03(n)), (ii) any Restricted Payments made pursuant to Section 7.09(j) and (iii) any payments made pursuant to Section 7.06(a)(iii) and in each case, during the period from the Business Day immediately following the Closing Date through the Available Amount Reference Time (and, for purposes of this clause (g), without taking account of the intended usage of the Available Amount at such Available Amount Reference Time).

Available Amount Reference Time” has the meaning specified in the definition of “Available Amount.”

Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

Bank of America” means Bank of America, N.A. and its successors.

Bankruptcy Code” means Title 11 of the United State Code, as amended, or any similar federal or state law for the relief of debtors.

Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus ½ of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%, provided that the Base Rate shall never be less than the higher of (i) zero and (ii) the applicable Rate Floor as set forth in the Facilities Schedule.  The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

Base Rate Loan” means a Loan that bears interest at a rate based on the Base Rate.  

Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

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Borrower” has the meaning specified in the introductory paragraph to this Agreement.

Borrower Honor Date” has the meaning specified in Section 2.03(c)(i).

Borrower Materials” has the meaning specified in Section 6.02.

Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing or a Term Borrowing, as the context may require.

Broadcast Licenses” means with respect to any Person, all FCC Licenses granted, assigned or issued to such Person to construct, own or operate the Stations or any Shared Services Party Stations, together with all extensions, additions and renewals thereto or thereof.

Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York or the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a London Banking Day.

Capital Expenditures” means, for any period, the aggregate of, without duplication, all expenditures (whether paid in cash or accrued as liabilities) by the Consolidated Group Entities during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of the Consolidated Group Entities.

Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP.

Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

Cash Collateral Account” means a blocked, non-interest bearing deposit account of the Borrower at Bank of America in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the Administrative Agent, any relevant L/C Issuer or the Swing Line Lender (as applicable) and the Revolving Credit Lenders, as collateral for L/C Obligations, Swing Line Obligations or obligations of the Revolving Credit Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the Administrative Agent and the relevant L/C Issuer or the Swing Line Lender benefiting from such collateral shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) such L/C Issuer or Swing Line Lender (as applicable).  “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

Cash Equivalents” means any of the following types of Investments:

(a)(i) Dollars or (ii) any other foreign currency held by the Consolidated Group Entities in their ordinary course of business;

(b)securities issued or directly and fully guaranteed or insured by the United States or Canadian governments or, in each case, any agency or instrumentality thereof (provided that the full faith and credit of such country is pledged in support thereof), having maturities of not more than two years from the date of acquisition;

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(c)certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any Group Lender or by any bank or trust company (1) whose commercial paper is rated at least “A-2” or the equivalent thereof by S&P or at least “P-2” or the equivalent thereof by Moody’s (or if at the time neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) or (2) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and surplus in excess of $100,000,000;

(d)repurchase obligations for underlying securities of the types described in clauses (b) and (c) entered into with any bank meeting the qualifications specified in clause (c) above;

(e)commercial paper issued by any Person organized under the Laws of any state of the United States of America (other than any Consolidated Group Entity or any of its Affiliates) and rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s or carrying an equivalent rating by a Nationally Recognized Statistical Rating Organization, if both of the two named rating agencies cease publishing ratings of investments or, if no rating is available in respect of the commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt, and in any case maturing within one year after the date of acquisition thereof;

(f)readily marketable direct obligations issued by any state of the United States of America, any province of Canada or any political subdivision thereof, in each case, having one of the two highest rating categories obtainable from either Moody’s or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of not more than two years from the date of acquisition; and

(g)interests in any investment company, money market or enhanced high yield fund which invests 90% or more of its assets in instruments of the type specified in clauses (a) through (f) above.

Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.

Cash Management Bank” means (a) Bank of America and its Affiliates, and (b) each other Person that, at the time it enters into a Cash Management Agreement with a Holding Company, a Covenant Entity or any Variable Interest Entity of Nexstar Media that is not a VIE Borrower, is a Group Lender or an Affiliate of a Group Lender.  For the avoidance of doubt, no Person that entered into a Cash Management Agreement with a Variable Interest Entity of Nexstar Media that was a VIE Borrower at the time the Cash Management Agreement was entered into (regardless of whether such Variable Interest Entity remains a VIE Borrower) will ever constitute a Cash Management Bank.

Cash Management Obligations” means obligations owed by any Holding Company, any Covenant Entity or any Variable Interest Entity of Nexstar Media that is not a VIE Borrower to any Cash Management Bank in respect of any Cash Management Agreement and any overdraft and related liabilities arising from treasury, depository, credit or debit card, purchasing card or cash management services or any automated clearing house transfers of funds (for the avoidance of doubt, Group Cash Management Obligations of VIE Borrowers constitute VIE Secured Hedging/Cash Management Obligations and Secured Obligations).  For the avoidance of doubt, no obligations under any Cash Management Agreement entered into by any Person with a Variable Interest Entity of Nexstar Media that was a VIE Borrower at the time the Cash Management Agreement was entered into (regardless of whether such Variable Interest Entity remains a VIE Borrower) will ever constitute Cash Management Obligations.

Casualty Event” means any event that gives rise to the receipt by any of the Covenant Entities of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

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CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

CFC Holdco” means a Domestic Subsidiary of a Person that has no material assets other than the Equity Interests in or Indebtedness of one or more Foreign Subsidiaries of a Person that are “controlled foreign corporations” within the meaning of Section 957(a) of the Code, including the indirect ownership of such Equity Interests or Indebtedness through one or more other CFC Holdcos.

Change in Law” means the occurrence, after the date of this Agreement, of any of the following:  (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

Change of Control” means an event or series of events by which:  

(a)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than one or more Permitted Holders becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all Equity Interests that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than 35% of the then outstanding Equity Interests of Nexstar Media entitled to vote for members of the board of directors or equivalent governing body of Nexstar Media on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right);

(b)Nexstar Media shall cease to directly, or indirectly through one or more Intermediate Holding Companies, own and control legally and beneficially all of the Equity Interests in the Borrower; or

(c)a “change of control” or any comparable term under, and as defined in, any Indenture Documentation shall have occurred.

Channel Sharee” means (a) any licensee of a television broadcast station which submitted a winning channel sharing bid in the Incentive Auction, as defined in 47 C.F.R. § 1.2200(d), and is party to an executed Channel Sharing Agreement or (b) any licensee of a television broadcast station which submitted a winning license relinquishment bid in the Incentive Auction, as defined in 47 C.F.R. § 1.2200(g), and executes and implements a post-Incentive Auction Channel Sharing Agreement.

Channel Sharing Agreement” means a channel sharing arrangement or other similar contractual arrangement that constitutes a channel sharing agreement within the meaning of 47 C.F.R. § 73.3700(a)(5).

Class” (a) when used with respect to Commitments, refers to the specific tranche of 2018 Revolving Credit Commitments, 2020 Revolving Credit Commitments, Extended Revolving Credit Commitments, Incremental Revolving Commitments or Commitments in respect of any Incremental Term Loans, in each case as set forth on the Facilities Schedule (or the applicable numbered supplement thereto), (b) when used with respect to Loans or a Borrowing, refers to the specific tranche of Revolving Credit Loans made under the 2018 Revolving Credit

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Commitments or the 2020 Revolving Credit Commitments, Term Loans, Extended Term Loans or Incremental Term Loans comprising such Loans or Borrowing, as set forth on the Facilities Schedule and (c) when used with respect to Lenders, refers to whether such Lenders are Revolving Credit Lenders or Term Lenders with respect to the same “Class” of Loans or Commitments as described in (a) or (b) above.  Loans that have different terms and conditions shall be construed to be in different Classes.

For the purpose of the definitions of “Majority Lenders,” Required Revolving Credit Lenders,” “Required Term Lenders” and “Required Revolving Credit and Term A Lenders” and for the purpose of maintaining Group Facilities Ratable Status under Section 10.20, (i) the term “Class” shall also include Group Lenders, Group Commitments, Group Loans and Group Borrowings under the other applicable Group Credit Agreements that are designated as “Constitutes Same Class With” on the Facilities Schedule (or the applicable numbered supplement thereto) and (ii) after the Second Amendment Effective Date, if any VIE Credit Agreement does not have any Class of Group Commitments or Group Loans designated on the Facilities Schedule hereto as “Constitutes Same Class With” any Commitments or Loans under this Agreement, such Group Commitments or Group Loans shall be excluded for each purpose set forth in this paragraph.

Closing Date” means the date that all the conditions precedent in Section 4.01 were satisfied in accordance with their terms or waived in accordance with Section 10.01.  The Closing Date shall be January 17, 2017.

Code” means the Internal Revenue Code of 1986.

Collateral” means all of the “Collateral,” “Article 9 Collateral,” “Pledged Collateral” and “Mortgaged Property” referred to in the Security Documents and all of the other property that is or is intended under the terms of the Security Documents to be subject to Liens for the benefit of any of the Secured Parties.

Collateral Agent” means Bank of America, in its capacity as collateral agent under any of the Loan Documents pursuant to the appointment under this Agreement, or any successor collateral agent appointed in accordance with Section 9.06.

Collateral and Guarantee Requirement” means, at any time on and after the Closing Date, the requirement that:

(a)the Collateral Agent shall have received each Security Document required to be delivered on the Closing Date pursuant to Section 4.01 or to be delivered after the Closing Date pursuant to Section 6.11 or Section 6.14, duly executed by each Loan Party that is a party thereto;

(b)all Nexstar Secured Obligations shall have been unconditionally guaranteed by each Guarantor;

(c)the Nexstar Secured Obligations and the Guaranties in respect thereof shall have been secured pursuant to the Security Documents by a first-priority security interest in all the Equity Interests of (i) the Borrower, (ii) the Guarantors (except Nexstar Media) and (iii) each Restricted Subsidiary directly held by a Loan Party, other than Equity Interests of any JV Entity if and for so long as the terms of any Contractual Obligation prohibit the creation of any other Lien on such Equity Interests or require the consent of any Person other than an Affiliate of the Borrower (limited, in the case of Equity Interests of any Foreign Subsidiary or CFC Holdco, to 65% of the issued and outstanding Equity Interests of each such Foreign Subsidiary or CFC Holdco);

(d)except to the extent otherwise provided hereunder or under any Security Document, the Nexstar Secured Obligations and the Guaranties in respect thereof shall have been secured by a perfected security interest in the United States in, and mortgages on, substantially all tangible and intangible assets of the Borrower and each other Guarantor (including, without limitation, accounts receivable, inventory, equipment, investment property, intellectual property, other general intangibles (including contract rights), intercompany notes, owned real property, and proceeds of the foregoing), in each case, with the priority

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required by the Security Documents; provided that security interests in real property shall be limited to the Material Real Properties of such Loan Parties;

(e)none of the Collateral shall be subject to any Liens other than Liens permitted by Section 7.01; and

(f)the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each Material Real Property required to be delivered pursuant to Section  6.11 or Section 6.14, as the case may be, duly executed, acknowledged and delivered by the record owner of, or appropriate party with respect to, such Material Real Property, (ii) a Mortgage Policy insuring the Lien of each such Mortgage in an amount not to exceed the fair market value of each such Material Real Property (as reasonably determined by the applicable Loan Party providing such Mortgage), (iii) a completed Life of Loan Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance relating thereto duly executed by the applicable Loan Party providing such Mortgage) and if any improvements on any Mortgaged Property are located in an area designated as a “special flood hazard area,” evidence of such flood insurance as may be required under Section 6.11(c)(v), (iv) such other documents and items as may be required under Section 6.11 or Section 6.14, as the case may be, and (v) such existing surveys, existing abstracts, existing appraisals, legal opinions and other documents as the Collateral Agent may reasonably request with respect to any such Material Real Property.

The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as the Administrative Agent and the applicable Loan Party providing such security agree in writing that the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

The Administrative Agent may grant extensions of time for creation or the perfection of security interests in or the obtaining of title insurance and surveys with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of any Loan Party on such date as provided under Section 4.01) where it reasonably determines, in consultation with the applicable Loan Party providing such security, that creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Security Documents.

(A)With respect to leases of real property entered into by any Loan Party on or after the Closing Date, such Loan Party shall not be required to take any action with respect to creation or perfection of security interests with respect to such leases, (B) Liens and the Guarantees required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Security Documents and, to the extent appropriate in the applicable jurisdiction, as agreed in writing between the Administrative Agent and the applicable Loan Party providing such security, (C) the Collateral and Guarantee Requirement shall not apply to any of the following assets:  (i) any Non-Material Real Property or Real Property that is located in a jurisdiction other than the United States and any leasehold interests in real property, (ii) motor vehicles and other assets subject to certificates of title to the extent a Lien thereon cannot be perfected by the filing of a UCC financing Statement or equivalent, (iii) investment property and letter of credit rights with a value of less than $10,000,000 for each such property or right, (iv) any rights or interest in any lease, contract, license or license agreement covering personal property or real property and/or any assets subject thereto, so long as under the terms of such lease, contract, license or license agreement, or applicable Law with respect thereto, the grant of a security interest or Lien therein for the benefit of the Secured Parties (1) is prohibited, (2) would give any other party to such lease, contract, license or license agreement, instrument or indenture the right to terminate its obligations thereunder, or (3) is permitted only with the consent of another party (including, without limitation, any Governmental Authority) (or would render such lease, contract, license or license agreement cancelled, invalid or unenforceable) and such prohibition has not been or is not waived or the consent of the other party to such lease, contract, license or license agreement has not been or is not otherwise obtained; provided, that, this exclusion shall in no way be construed to apply if any such prohibition is unenforceable under the UCC or other applicable Law or so as to limit, impair or otherwise affect the unconditional continuing security interests in and Liens for the benefit of the Secured Parties upon any rights or interests in or to monies due or to become due under any such lease, contract, license or

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license agreement (including any receivables), (v) any shares of any Foreign Subsidiary or CFC Holdco other than 65% of all of the issued and outstanding Equity Interests in any Foreign Subsidiary or CFC Holdco (other than an Immaterial Subsidiary) directly owned by a Loan Party, (vi) any application for registration of a trademark filed in the United States Patent and Trademark Office on an intent to use basis to the extent that the grant of a security interest in any such trademark application would adversely affect the validity or enforceability or result in cancellation or voiding of such trademark application, provided, however, that such trademark applications shall be considered Collateral upon the filing of a Statement of Use or when an Amendment to Allege Use has been filed and accepted in the United States Patent and Trademark Office, (vii) company-owned life insurance policies with respect to the employees of any Loan Party and (viii) cafeteria plan flex accounts and similar employee benefit arrangements, (D) no control agreements shall be required; provided that, upon the request of the Administrative Agent, a control agreement shall be required with respect to any Cash Collateral Account holding Cash Collateral, and (E) no action shall be required with respect to any intellectual property that is governed solely by the laws of one or more jurisdictions other than the United States (nor shall any Loan Party be required to reimburse the Administrative Agent, the Collateral Agent, any Lender or any Secured Party for any costs or expenses incurred in connection with any such action).

Co-Managers” means, collectively, (a) MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), (b) Capital One, N.A., (c) Citizens Bank, National Association and (d) Fifth Third Bank, National Association.

Commitment” means a 2018 Revolving Credit Commitment, a 2020 Revolving Credit Commitment, a Term A-5 Loan Commitment, a Term B-4 Loan Commitment, an Extended Revolving Credit Commitment, Incremental Revolving Commitment or a commitment in respect of any Incremental Term Loans or any combination thereof, as the context may require.

Commitment Date” has the meaning specified in Section 2.05(d).

Commitment Fee” has the meaning specified in Section 2.09(a).

Commitment Letter” means that certain Third Amended and Restated Commitment Letter, dated February 24, 2016, by and among Nexstar Broadcasting Group Inc., the Arrangers and the Co-Managers.

Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. §1 et seq.), as amended from time to time, and any successor statute.

Common Terms” means, solely to the extent there is one or more Classes of Group Commitments or Group Loans that are designated on the Facilities Schedule hereto as “Constitutes Same Class With” the applicable Commitments or Loans under this Agreement, the following provisions in such VIE Credit Agreement:  (a) Section 10.20 and any other provision requiring re-allocation among the Group Facilities to achieve ratable status, (b) any provision requiring comparable action to be taken under other Group Credit Agreements, (c) the definitions of “Group,” the second paragraph of “Class,” “Majority Lenders,” “Required Revolving Credit Lenders,” “Required Term Lenders,” “Required Revolving Credit and Term A Lenders,” (d) any designation of any Group Loans or Group Commitments as belonging to the same “Class,” (e) any provision affecting the pricing of any Class of Loans or Commitments and (f) any other provision with respect to which there is a comparable provision in any of the VIE Credit Agreements with respect to which the Borrower and the Administrative Agent have jointly determined, both acting reasonably, that a similar amendment would be required; provided that comparable provisions of each Group Credit Agreement shall maintain the same section and clause numbers.

Communications Laws” means the Communications Act of 1934, and any similar or successor federal statute, together with all published rules, regulations, policies, orders and decisions of the FCC promulgated thereunder.

Compliance Certificate” means a certificate substantially in the form of Exhibit D, or in any other form agreed to by the Borrower and the Administrative Agent.

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Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

Consolidated Depreciation and Amortization Expense” means, for any period, the total amount of depreciation and amortization expense, including the amortization or write-off of (a) intangibles and non-cash organization costs and (b) deferred financing fees or costs, Capital Expenditures, customer acquisition costs and incentive payments, conversion costs and contract acquisition costs, the amortization of original issue discount resulting from the issuance of Indebtedness at less than par and amortization of favorable or unfavorable lease assets or liabilities, of the Consolidated Group Entities for such period on a consolidated basis and otherwise determined in accordance with GAAP and any write down of assets or asset value carried on the balance sheet.

Consolidated EBITDA” means, for any period, the Consolidated Net Income of the Consolidated Group Entities for such period:

(a)increased (without duplication) by the following:

(i)provision for taxes based on income or profits, revenue or capital, including, without limitation, federal, state, provincial, local, foreign, unitary, excise, property, franchise and similar taxes and foreign withholding taxes and similar taxes of the Consolidated Group Entities paid or accrued during such period, including any penalties and interest relating to any tax examinations, deducted (and not added back) in computing Consolidated Net Income; plus

(ii)Fixed Charges of the Consolidated Group Entities for such period (including (A) net losses under any Swap Contracts or other derivative instruments entered into for the purpose of hedging interest rate, currency or commodities risk, (B) bank fees and (C) costs of surety bonds in connection with financing activities), plus amounts excluded from the definition of “Consolidated Interest Expense” pursuant to clauses (A) through (F) in clause (a) thereof, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus

(iii)Consolidated Depreciation and Amortization Expense of the Consolidated Group Entities for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(iv)(x) all premium, fees, costs and expenses described in clause (a) of the definition of “Transaction Expenses” and in clause (a) of the definition of “Tribune Transaction Expenses” and (y) any fees, costs, expenses or charges (other than depreciation or amortization charges) related to any actual, proposed or contemplated equity offering (including any expense relating to enhanced accounting functions or other transaction costs associated with a public company), Investment or other Sharing Arrangement to which a Consolidated Group Entity is a party, acquisition, disposition or recapitalization permitted under any Group Credit Agreement or the incurrence of Indebtedness permitted to be incurred under any Group Credit Agreement (including a refinancing thereof) or any amendment, waiver or modification of Indebtedness (in each case, whether or not successful), including (A) such fees, expenses or charges related to any Group Credit Agreement and any Senior Notes, (B) any amendment or other modification of any Group Credit Agreement (including all fees, expenses and charges related to the Amendment No. 1 Transactions, the Amendment No. 2 Transactions, the Amendment No. 3 Transactions and the Amendment No. 4 Transactions) and any Senior Notes and (C) such costs, fees and expenses in connection with any tender for or redemption of any Indebtedness, including any premium, make-whole or penalty payments, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(v)(x) fees, costs and expenses associated with acquisition related litigation and settlements thereof, (y) fees, costs and expenses associated with payments made in connection with settling any claims or actions arising from dissenting shareholders exercising appraisal rights in respect of the Acquisition or the Tribune Acquisition and (z) the amount of any restructuring charge or reserve, integration cost or other business optimization expense or cost (including

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charges directly related to the implementation of cost-savings initiatives), in each case that is deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions or divestitures whether before or after the Closing Date, including, without limitation, those related to any severance, retention, signing bonuses, relocation, recruiting and other employee related costs, future lease commitments and costs related to the opening and closure and/or consolidation of facilities and to existing lines of business; provided that the aggregate amount of add-backs available pursuant to this clause (v) shall not exceed (on a Pro Forma Basis) 10% of Consolidated EBITDA for such period; plus

(vi)any other non-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income for such period including any impairment charges or the impact of purchase accounting (excluding any such non-cash charge, write-down or item to the extent it represents an accrual or reserve for a cash expenditure for a future period) or other items classified by any Consolidated Group Entity as special items less other non-cash items of income increasing Consolidated Net Income (excluding any such non-cash item of income to the extent it represents a receipt of cash in any future period); plus

(vii)the amount of any minority interest expense attributable to minority equity interests of third parties in any non-wholly owned Subsidiary or Variable Interest Entity; plus

(viii)the amount of (x) run rate cost savings (including, without limitation, cost savings with respect to salary, benefit and other direct savings resulting from workforce reductions and facility, benefit and insurance savings), operating expense reductions, other operating improvements and initiatives and synergies and (y) any contractual retransmission revenue, in each case, projected by Nexstar Media in good faith to result from actions either taken or initiated prior to or during such period or expected to be taken or initiated within 12 months, including in connection with the Transactions and the FCC’s spectrum auction (which will be added to Consolidated EBITDA as so projected until fully realized and calculated on a Pro Forma Basis as though such cost savings (including, without limitation, cost savings with respect to salary, benefit and other direct savings resulting from workforce reductions and facility, benefit and insurance savings), operating expense reductions, other operating improvements and initiatives and synergies had been realized on the first day of such period), net of the amount of actual benefits realized prior to or during such period from such actions; provided that the aggregate amount of add-backs available pursuant to this clause (viii) in respect of the Transactions shall (A) be reasonably expected to be realized within 12 months of the Transactions and (B) not be less than $76.0 million; provided that to the extent any such operational changes are not associated with the Transactions, all steps have been taken, or are reasonably expected to be taken, in good faith, for realizing such cost savings within 12 months, such cost savings shall be reasonably expected to be realized within 12 months of the date of the relevant transaction and such cost savings are reasonably identifiable and factually supportable (in the good faith determination of Nexstar Media); provided, further, that the aggregate amount of add-backs pursuant to this clause (viii) shall not exceed 20% of Consolidated EBITDA in any four quarter period; plus

(ix)any costs or expense incurred by a Consolidated Group Entity pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Nexstar Borrower or a VIE Borrower or net cash proceeds of an issuance of Equity Interests of the Nexstar Borrower or a VIE Borrower (other than Disqualified Equity Interests or any Specified Equity Contribution) solely to the extent that such net cash proceeds are excluded from the calculation of the Available Amount; plus

(x)rent expense as determined in accordance with GAAP not actually paid in cash during such period (net of rent expense paid in cash during such period over and above rent expense as determined in accordance with GAAP); plus

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(xi)cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (b) below for any previous period and not added back; plus

(xii)any net loss included in Consolidated Net Income attributable to non-controlling interests pursuant to the application of Accounting Standard Codification Topic 810 and related pronouncements (“ASCT 810”); plus

(xiii)realized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Consolidated Group Entities; plus

(xiv)net realized losses from Swap Contracts or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements; plus

(xv)any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of Accounting Standards Codification Topic 715, and any other items of a similar nature; plus

(xvi)any net loss included in the consolidated financial statements due to the application of Financial Accounting Standards No. 160 “Non-controlling Interests in Consolidated Financial Statements”; plus

(xvii)any other addbacks as set forth in the EBITDA reconciliation set forth in the confidential information memorandum for the Amendment No. 3 Transactions;

(b)decreased (without duplication) by:  (i) (x) non-cash gains increasing Consolidated Net Income of the Consolidated Group Entities for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period, (y) any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase Consolidated EBITDA in such prior period and (z) programming rights payments made during such prior period; plus (ii) realized foreign exchange income or gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Consolidated Group Entities; plus (iii) any net realized income or gains from any obligations under any Swap Contracts or embedded derivatives that require similar accounting treatment and the application of Accounting Standard Codification Topic 815 and related pronouncements; plus (iv) any net income included in the Consolidated Net Income attributable to non-controlling interests pursuant to the application of ASCT 810; and

(c)increased or decreased (without duplication) by, as applicable, any adjustments resulting from the application of Accounting Standards Codification Topic 460 or any comparable regulation.

There shall be included in determining Consolidated EBITDA for any period, without duplication, (I) the Acquired EBITDA of any Person, property, business or asset acquired by any Consolidated Group Entity or that becomes a Variable Interest Entity of Nexstar Media during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired) to the extent not subsequently sold, transferred or otherwise disposed of by such Consolidated Group Entity during such period (each such Person, property, business or asset acquired and not subsequently so disposed of or ceasing to be treated as a Variable Interest Entity, an “Acquired Entity or Business”), and (II) the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based

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on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition).  For purposes of determining the Consolidated Total Net Leverage Ratio, the Consolidated First Lien Net Leverage Ratio and the Consolidated Secured Net Leverage Ratio, there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of, closed or classified as discontinued operations by any Consolidated Group Entity during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each, a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition).

Consolidated First Lien Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Net Debt (other than any portion of Consolidated Net Debt that is unsecured or is secured solely by a Lien that is expressly subordinated to the Liens securing the Obligations) as of such date to (b) Consolidated EBITDA for the most recent Test Period.

Consolidated Group Entities” means (a) Nexstar Media and each Intermediate Holding Company, (b) the Borrower, (c) each Variable Interest Entity of Nexstar Media so long as it does not constitute an Excluded VIE and (d) Restricted Subsidiaries of each of the Persons listed in clauses (a)-(c) above.

Consolidated Interest Expense” means, for any period, without duplication, the sum of:

(a)consolidated interest expense of the Consolidated Group Entities for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of original issue discount or premium resulting from the issuance of Indebtedness at less than par, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (iii) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of any obligations under any Swap Contracts or other derivative instruments pursuant to GAAP), (iv) the interest component of Capitalized Lease Obligations, and (v) net payments, if any, pursuant to obligations under any interest rate Swap Contracts with respect to Indebtedness); and excluding (A) penalties and interest relating to taxes, (B) any additional cash interest owing pursuant to any registration rights agreement, (C) accretion or accrual of discounted liabilities other than Indebtedness, (D) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (E) amortization or write-off of deferred financing fees, debt issuance costs, debt discount or premium, terminated hedging obligations and other commissions, financing fees and expenses and adjusted, to the extent included, to exclude any refunds or similar credits received in connection with the purchasing or procurement of goods or services under any purchasing card or similar program and (F) any expensing of bridge, commitment and other financing fees; plus

(b)consolidated capitalized interest of the Consolidated Group Entities for such period, whether paid or accrued; less

(c)interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the applicable Consolidated Group Entity to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

Consolidated Net Debt” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of the Consolidated Group Entities outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions, the Tribune Transactions or any Permitted Acquisition) consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases and debt obligations

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evidenced by promissory notes or similar instruments (other than Indebtedness in respect of any Group Cash Management Obligations and intercompany Indebtedness) minus (b) Qualifying Balances on such date.

Consolidated Net Income” means, for any period, the net income (loss) of the Consolidated Group Entities for such period determined on a consolidated basis in accordance with GAAP; provided, however, that there will not be included in such Consolidated Net Income:

(a)any net income (loss) of any Person if such Person is not a Consolidated Group Entity (including any net income (loss) from investments recorded in such Person under equity method accounting), except that any Consolidated Group Entity’s equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or, that (as reasonably determined by a Responsible Officer of the applicable Consolidated Group Entity) could have been distributed, by such Person during such period to such Consolidated Group Entity as a dividend or other distribution or return on investment (subject, in the case of a dividend or other distribution or return on investment to a Group Restricted Subsidiary, to the limitations contained in clause (b) below);

(b)solely for the purpose of determining the Available Amount, any net income (loss) of any Group Restricted Subsidiary (other than any Group Guarantors) if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Group Restricted Subsidiary, directly or indirectly, to any Group Borrower or Group Guarantor by operation of the terms of such Group Restricted Subsidiary’s articles, charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Group Restricted Subsidiary or its shareholders (other than (i) restrictions that have been waived or otherwise released and (ii) restrictions pursuant to the Group Loan Documents or any Indenture Documentation), except that any Group Borrower’s or Group Guarantor’s equity in the net income of any such Group Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary during such period to any Consolidated Group Entity as a dividend or other distribution (subject, in the case of a dividend to another Group Restricted Subsidiary, to the limitation contained in this clause);

(c)any gain (or loss), together with any related provisions for taxes on any such gain (or the tax effect of any such loss), realized upon the sale or other disposition of any asset (including pursuant to any Sale Leaseback) or disposed or discontinued operations of any Consolidated Group Entity which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by a Responsible Officer or the board of directors of the applicable Consolidated Group Entity);

(d)any extraordinary, exceptional, unusual or nonrecurring gain, loss, charge or expense (including relating to the Transaction Expenses, the Tribune Transaction Expenses and any multi-year strategic initiatives) or any charges, expenses or reserves in respect of any restructuring, redundancy or severance expense or relocation costs, integration and facilities’ opening costs and other business optimization expenses (including related to new product introductions), restructuring charges, accruals or reserves (including restructuring and integration costs related to acquisitions after the Closing Date and adjustments to existing reserves), whether or not classified as restructuring expense on the consolidated financial statements, signing costs, retention or completion bonuses, transition costs, costs related to closure/consolidation of facilities, internal costs in respect of strategic initiatives and curtailments or modifications to pension and post-retirement employee benefit plans (including any settlement of pension liabilities);

(e)the cumulative effect of a change in accounting principles;

(f)any (i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions and (ii) income (loss) attributable to deferred compensation plans or trusts;

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(g)all deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness;

(h)any unrealized gains or losses in respect of any obligations under any Swap Contracts or any ineffectiveness recognized in earnings related to qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of any obligations under any Swap Contracts;

(i)any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness of any Consolidated Group Entity denominated in a currency other than the functional currency of such Person and any unrealized foreign exchange gains or losses relating to translation of assets and liabilities denominated in foreign currencies;

(j)any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of any Consolidated Group Entity owing to another Consolidated Group Entity;

(k)any purchase accounting effects including, but not limited to, adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to any Consolidated Group Entity (other than Nexstar Media)), as a result of any consummated acquisition, or the amortization or write-off of any amounts thereof (including any write-off of in process research and development);

(l)any goodwill or other intangible asset impairment charge or write-off;

(m)any after-tax effect of income (loss) from the early extinguishment or cancellation of Indebtedness or any obligations under any Swap Contracts or other derivative instruments;

(n)accruals and reserves that are established or adjusted within twelve months (x) after the Closing Date that are so required to be established or adjusted as a result of the Transactions, (y) after the Third Amendment Effective Date that are so required to be established or adjusted as a result of the Tribune Transactions and (z) after the closing of any Permitted Acquisition, in each case, in accordance with GAAP;

(o)any net unrealized gains and losses resulting from Swap Contracts or embedded derivatives that require similar accounting treatment and the application of Accounting Standards Codification Topic 815 and related pronouncements; and

(p)any non-cash expense, accruals or reserves related to adjustments to historical tax exposures and any deferred tax expenses associated with tax deductions or net operating losses arising as a result of the Transactions or the Tribune Transactions, or the release of any valuation allowances related to such item.

In addition, notwithstanding anything to the contrary in the foregoing, but without duplication, it shall be added back to Consolidated Net Income (i) any expenses and charges that are reimbursed by indemnification or other reimbursement provisions in connection with any investment or any sale, conveyance, transfer or other disposition of assets permitted hereunder or under any other agreement providing for reimbursement of such expense, or, so long as the applicable Consolidated Group Entity has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed and only to the extent that such amount is (A) not denied by the applicable payor in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days) and (ii) to the extent covered by insurance and actually reimbursed, or, so long as the applicable Consolidated Group Entity has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the

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insurer and only to the extent that such amount is (A) not denied by the applicable carrier in writing within 180 days and (B) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses with respect to liability or casualty events or business interruption.

Consolidated Secured Net Leverage Ratio” means, as of any date of determination, the ratio of (a) the Consolidated Net Debt secured by a Lien on any of the assets of the Consolidated Group Entities as of such date to (b) Consolidated EBITDA for the most recent Test Period.

Consolidated Total Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Net Debt as of such date to (b) Consolidated EBITDA for the most recent Test Period.

Contract Consideration” has the meaning specified in the definition of “Excess Cash Flow.”

Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have meanings correlative thereto.

Converted Restricted Subsidiary” has the meaning specified in the definition of “Consolidated EBITDA.”

Converted Unrestricted Subsidiary” has the meaning specified in the definition of “Consolidated EBITDA.”

Covenant Entities” means the Borrower and all other direct and indirect Restricted Subsidiaries of Nexstar Media except any Intermediate Holding Company (which, for the avoidance of doubt, includes (i) direct and indirect Restricted Subsidiaries of the Holding Companies other than another Intermediate Holding Company and (ii) the Digital Business Entities but only until the occurrence of the Digital Spinoff).

Credit Extension” means each of the following:  (a) a Borrowing and (b) an L/C Credit Extension.

Cure Period” has the meaning specified in Section 8.05(a).

CVR Agreement” means the Contingent Value Rights Agreement substantially in the form of Exhibit B to the Merger Agreement.

Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

Default Rate” means an interest rate equal to, with respect to any overdue amount (other than overdue principal), (a) the Base Rate plus (b) the highest Applicable Rate applicable to Base Rate Loans for the applicable Class of Loans set forth on the Facilities Schedule plus (c) 2% per annum; provided, however, that with respect to overdue principal, the Default Rate shall be an interest rate equal to the interest rate (including the relevant Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable Law.

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Defaulting Lender” means, subject to Section 2.16(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuers or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder or generally under other agreements in which it commits to extend credit, or has made a public statement to that effect (unless such writing or public statement relates to such lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action or (e) constitutes a Group Defaulting Lender under any other Group Credit Agreement; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuers, the Swing Line Lender and each other Lender promptly following such determination.

Delaware Divided LLC” means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.

Delaware LLC” means any limited liability company organized or formed under the laws of the State of Delaware.

Delaware LLC Division” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any comprehensive, country- or territory-wide Sanction.

Designated Non-Cash Consideration” means the fair market value of non-cash consideration received by a Consolidated Group Entity (other than a Holding Company) in connection with a Disposition pursuant to Section 7.05(n) or pursuant to a VIE Asset Sale, as applicable, that in each case is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within 180 days following the consummation of the applicable Disposition).

Digital Business Entities” means Nexstar Digital LLC, a Delaware limited liability company and any Person that is a direct or indirect Subsidiary thereof (including any Media General Digital Business Assets transferred to, combined with or contributed thereto).

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Digital Spinoff” means collectively, any series or combination of contributions, distributions and/or other transfers by Nexstar Media of Digital Business Entities resulting in the ultimate distribution, directly or indirectly, of all of the Equity Interests of Digital Business Entities to the equity holders of Nexstar Media, so long as (i) no Default shall have occurred and be continuing immediately prior to and immediately after the consummation of such spinoff, (ii) after giving Pro Forma Effect to the consummation thereof and the incurrence and repayment of any Indebtedness incurred in connection therewith, the Consolidated Group Entities shall be in compliance with the Financial Covenant as of the end of the most recent Test Period unless waived by the Required Revolving Credit and Term A Lenders (as if such Digital Spinoff had occurred on the first day of such Test Period) and (iii) Nexstar Media shall have delivered to the Administrative Agent at least five Business Days prior to the consummation of such spinoff (or such lesser period agreed to by the Administrative Agent) a certificate of a Responsible Officer of Nexstar Media certifying as to the requirements of clauses (i) and (ii) preceding, together with all relevant financial information reasonably requested by the Administrative Agent, including reasonably detailed calculations demonstrating compliance with clause (ii) preceding.

Digital Spinoff Effective Date” means the date on which each of the conditions set forth in the definition of “Digital Spinoff” shall have been satisfied (or waived in accordance with Section 10.01) and the Digital Spinoff is consummated in accordance with the terms of this Agreement and the other Loan Documents.

Discount Range” has the meaning specified in Section 2.05(e)(ii).

Discounted Prepayment Option Notice” has the meaning specified in Section 2.05(e)(ii).

Discounted Voluntary Prepayment” has the meaning specified in Section 2.05(e)(i).

Discounted Voluntary Prepayment Notice” has the meaning specified in Section 2.05(e)(v).

Disinterested Director” means, with respect to any Affiliate Transaction, a member of the board of directors of Nexstar Media having no material direct or indirect financial interest in or with respect to such Affiliate Transaction.  A member of the board of directors of Nexstar Media shall be deemed not to have such a financial interest by reason of such member’s holding Equity Interest of Nexstar Media or any options, warrants or other rights in respect of such Equity Interests.

Disposed EBITDA” means, with respect to any Sold Entity or Business or any Converted Unrestricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business or such Converted Unrestricted Subsidiary, all as determined on a consolidated basis for such Sold Entity or Business or such Converted Unrestricted Subsidiary.

Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including, pursuant to any Sale Leaseback or any issuance or sale of Equity Interests or as a result of the entry into an agreement or arrangement alienating, relinquishing, surrendering or otherwise transferring the right to use all or a material portion of the spectrum associated with any Broadcast License (including pursuant to an auction of such spectrum, conducted by a Governmental Authority)) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, including but not limited to dispositions pursuant to any Station Sharing Arrangement or other similar arrangement or pursuant to any Channel Sharing Agreement or the grant of a shared television broadcast license pursuant to 47 C.F.R. §73.3700(b) and including any disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by (i) Nexstar Media of any of its Equity Interests to another Person and (ii) any Intermediate Holding Company of any of its Equity Interests to Nexstar Media or another Intermediate Holding Company.

Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the

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prior repayment in full of the Obligations and the Guarantee Obligations of VIE Obligations under the Group Loan Documents that are accrued and payable and the termination of the Group Commitments and all outstanding Group Letters of Credit), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the latest Maturity Date of the Term Facilities.

Disqualified Lender” means (i) certain banks, financial institutions and other institutional lenders that are specified in writing to the Arrangers by the Nexstar Borrower prior to the commencement of “primary syndication” of the Facilities as being “Disqualified Lenders,” (ii) competitors of the Consolidated Group Entities that have been specified in writing to the Administrative Agent from time to time by the Nexstar Borrower and (iii) in the case of clauses (i) and (ii), any of their Affiliates (other than in the case of clause (ii), Affiliates that are bona fide debt funds) that are (x) identified in writing from time to time to the Administrative Agent by the Nexstar Borrower or (y) clearly identifiable on the basis of such Affiliates’ name; provided, in each case, that no updates to the schedule of Disqualified Lenders shall be deemed to retroactively disqualify any parties that have previously acquired an assignment or participation interest in respect of the Commitments or Loans from continuing to hold or vote such previously acquired assignments and participations on the terms set forth herein for Lenders that are not Disqualified Lenders.

Dollar” and “$” mean lawful money of the United States.

Domestic Subsidiary” means any Subsidiary of a Person that is organized under the laws of the United States, any state thereof or the District of Columbia.

DQ List” has the meaning specified in Section 10.06(g).

EBITDA Percentage” means, as of the date of the consummation of any sale, disposition or exchange of assets (or Equity Interests) by any of the Consolidated Group Entities, the ratio, expressed as a percentage, obtained by dividing (a) the portion of Consolidated EBITDA attributable to such assets (or Equity Interests) of such Person for the most recent Test Period calculated on a Pro Forma Basis by (b) Consolidated EBITDA for such Test Period, calculated on a Pro Forma Basis.

ECF Percentage” has the meaning specified in Section 2.05(b)(i).

EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

Effective Yield” means, with respect to any term loan facility or other term loans, as of any date of determination, the sum of (i) the higher of (A) the Eurodollar Rate on such date for a deposit in Dollars with a maturity of one month and (B) the Eurodollar rate “floor,” if any, with respect thereto as of such date, (ii) the Applicable Rate (or other applicable margin) as of such date for Eurodollar Rate Loans (or other loans that accrue interest by reference to a similar reference rate) and (iii) the amount of original issue discount and upfront fees thereon (converted to yield assuming a four-year average life or, if shorter, the actual weighted average life to maturity) and without any present value discount; provided that (1) customary arrangement, commitment, underwriting, structuring and/or amendment fees (regardless of whether any such fees are paid to or shared in whole

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or in part with any lender) and (2) any other fee that is not payable to all relevant lenders generally shall be excluded; provided, further, that the amounts set forth in clauses (i) and (ii) above for any term loans that are not incurred under this Agreement shall be based on the stated interest rate basis for such term loans.

Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).

Embargoed Person” means any party that is publicly identified on the most current list of “Specially Designated Nationals and Blocked Persons” published by OFAC, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority.

Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, binding rules, judgments, orders, decrees, permits, licenses, or governmental restrictions relating to pollution, the protection of the environment or the release of any Hazardous Materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Covenant Entity or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure of any Person to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement the extent to which liability is assumed or imposed with respect to any of the foregoing.

Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with a Covenant Entity within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

ERISA Event” means (a) a Reportable Event with respect to a Pension Plan, (b) the withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA, (c) complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is insolvent, (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA, (e) the institution by the PBGC of proceedings to terminate a Pension Plan, (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, (g) the determination that any Pension Plan is considered an at-risk plan or a Multiemployer Plan is in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA, or (h) the imposition of any liability under Title IV of ERISA, other than

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for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Covenant Entity or any ERISA Affiliate.

EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

Eurodollar Rate” means:

(a)for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

(b)for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day;

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further, that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent; provided, further, that (i) the Eurodollar Rate shall never be less than the higher of (x) zero and (y) the applicable Rate Floor for the applicable Facility as set forth in the Facilities Schedule (or the applicable numbered supplement thereto), and (ii) in respect of (A) Eurodollar Rate Loans or (B) Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the Eurodollar Rate shall never be less than the higher of (x) zero and (y) the applicable Rate Floor as set forth in the Facilities Schedule (or the applicable numbered supplement thereto).

Eurodollar Rate Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate.”

Event of Default” has the meaning specified in Section 8.01.

Excess Cash Flow” means, for any period, an amount equal to the excess of:

(a)the sum, without duplication, of:

(i)Consolidated Net Income for such period;

(ii)an amount equal to the amount of all non-cash charges (including depreciation and amortization) to the extent deducted in arriving at such Consolidated Net Income;

(iii)an amount equal to the aggregate net non-cash loss on Dispositions by the Consolidated Group Entities during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income; over

(b)the sum, without duplication, of:

(i)an amount equal to the aggregate net amount of all non-cash credits and gains and cash charges described in clauses (a) through (d) of the proviso of the definition of “Consolidated Net Income” and the final “In addition” paragraph of the definition of “Consolidated Net Income,” in each case excluding any such non-cash amount in respect of which

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cash or other assets were received in a prior period or will be received in a future period or which represents the reversal of an accrual or cash reserve for anticipated cash charges in any prior period, and only to the extent such charges were included in arriving at such Consolidated Net Income;

(ii)without duplication of amounts deducted pursuant to clause (x) below in prior fiscal years, the amount of Capital Expenditures, capitalized software expenditure or acquisition of IP Rights accrued or made in cash during such period, so long as such Capital Expenditures or acquisitions were financed with the proceeds of internally generated cash of the Consolidated Group Entities;

(iii)the aggregate amount of all principal payments of Indebtedness of the Consolidated Group Entities made during such period (and, if so restricted, to the extent permitted under Section 7.06), in each case so long as such payments were financed with the proceeds of internally generated cash of the Consolidated Group Entities, specifically including:

(A)the principal component of payments in respect of Capitalized Leases, and

(B)the scheduled repayments of Indebtedness constituting term loan or term note and the amount of repayments of the Group Term Loans pursuant to Section 2.07(a) of any Group Credit Agreement (including any repayments pursuant to Section 2.07(a) of any Group Credit Agreement) and any mandatory prepayment of Group Term Loans pursuant to Section 2.05(b) of any Group Credit Agreement to the extent required due to a Disposition that resulted in an increase to such Consolidated Net Income and not in excess of the amount of such increase in the case of this clause (B).

Notwithstanding the foregoing, this clause (iii) excludes:

(1)all other prepayments and repurchases of Group Term Loans,

(2)all repayments and prepayments under any Group Revolving Credit Facility, and

(3)all repayments and prepayments in respect of any other revolving credit facility,

except, in the case of clauses (2) and (3) preceding, to the extent there is an equivalent permanent reduction in commitments thereunder;

(iv)an amount equal to the aggregate net non-cash gain on Dispositions by the Consolidated Group Entities during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income;

(v)cash payments by the Consolidated Group Entities during such period in respect of long-term liabilities of the Consolidated Group Entities other than Indebtedness, so long as such payments were financed with the proceeds of internally generated cash of the Consolidated Group Entities;

(vi)the amount of Investments made in cash pursuant to Section 7.03 (except pursuant to Section 7.03(a), (d) or (n) (unless, with respect to clause (n), made in reliance upon clause (a) of the definition of “Available Amount”)) during such period so long as such Investments were financed with the proceeds of internally generated cash of the Consolidated Group Entities; provided that no subsequent reallocation to any other permitted basket under

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Section 7.03 in accordance with the terms of Section 1.08(c) or otherwise shall permit any addition pursuant to this clause (vi) that was not permitted at the time it was initially made;

(vii)the amount of Restricted Payments paid in cash pursuant to Section  7.09 (except pursuant to Section 7.09(a), (d) or (j)) during such period, in each case so long as such Restricted Payments were financed with the proceeds of internally generated cash of the Consolidated Group Entities;

(viii)the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Consolidated Group Entities during such period that are required to be made in connection with any prepayment of Indebtedness, so long as the payments were financed with the proceeds of internally generated cash of the Consolidated Group Entities;

(ix)the aggregate amount of expenditures actually made by the Consolidated Group Entities in cash during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during such period and were financed with the proceeds of internally generated cash of the Consolidated Group Entities;

(x)without duplication of amounts deducted from Excess Cash Flow in prior fiscal years, the aggregate consideration required to be paid in cash by the Consolidated Group Entities pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating to broadcast rights, Permitted Acquisitions (or similar Investments) and Capital Expenditures, in each case to be consummated or made during the period of four consecutive fiscal quarters of the Borrower following the end of such period to the extent intended to be financed with internally generated cash flow of the Consolidated Group Entities; provided that to the extent the aggregate amount utilized to finance such Investments or Capital Expenditures during such period of four consecutive fiscal quarters is less than the Contract Consideration, the amount of such shortfall, less the amount financed other than through internally generated cash flow of the Consolidated Group Entities, shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive fiscal quarters; and

(xi)the amount of cash Taxes paid or tax reserves set aside or payable (without duplication) in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period and were financed with the proceeds of internally generated cash of the Consolidated Group Entities.

In connection with the Tribune Transactions or any other Permitted Acquisition financed with both internally generated cash (including cash on hand at Tribune and other target Persons) and other sources of funding, the Borrower shall have the discretion to allocate any internally generated cash to specific purposes if such cash and other sources of funding are used substantially concurrently to consummate such transactions.

Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Future Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guaranty of such Guarantor, or the grant of such security interest, would otherwise have become effective with respect to such related Swap Obligation but for such Guarantor’s failure to constitute an “eligible contract participant” at such time.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof).

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Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient:  (a) Taxes imposed on or measured by net income or gross receipts (however denominated), franchise Taxes, branch profits and similar Taxes, in each case, (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

Excluded VIE” means a Variable Interest Entity of Nexstar Media (other than a VIE Borrower or a Subsidiary of a VIE Borrower) that

(a)is designated as an Excluded VIE from time to time pursuant to Section 10.24 or

(b)is a Material VIE which has not executed a VIE Guarantee and Security Agreement and/or is not subject to a perfected pledge of assets to secure the Nexstar Secured Obligations in accordance with the terms of a VIE Guarantee and Security Agreement.

For the avoidance of doubt, any VIE Borrower that is a Material VIE which has failed to comply with the requirements in clause (b) above on or prior to the date of termination of the VIE Credit Agreement to which such VIE Borrower is a borrower shall be automatically deemed to be an Excluded VIE as of the date of the termination of such VIE Credit Agreement until it has complied with the requirements in clause (b) above.  As of the Closing Date, Nexstar Media does not have any Excluded VIE.

Existing Marshall Credit Agreement” has the meaning specified in the recitals hereto.

Existing Media General Credit Agreement” has the meaning specified in the recitals hereto.

Existing Mission Credit Agreement” has the meaning specified in the recitals hereto.

Existing Nexstar Credit Agreement” has the meaning specified in the recitals hereto.

Existing Shield Credit Agreement” has the meaning specified in the recitals hereto.

Existing VIE Credit Agreements” means, collectively, the Existing Mission Credit Agreement and the Existing Shield Credit Agreement.

Extended Revolving Credit Commitment” has the meaning specified in Section 2.15(a).  

Extended Term Loans” has the meaning specified in Section 2.15(a).

Extending Revolving Credit Lender” has the meaning specified in Section 2.15(a).

Extending Term Lender” has the meaning specified in Section 2.15(a).

Extension” has the meaning specified in Section 2.15(a).

Extension Offer” has the meaning specified in Section 2.15(a).

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Facilities Schedule” means the schedule attached hereto as the “Facilities Schedule,” together with any numbered supplement thereto.  For the avoidance of doubt, as of the Fourth Amendment Effective Date, “Facilities Schedule” means the Fourth Amendment Effective Date Facilities Schedule and any numbered supplement thereto delivered after the Fourth Amendment Effective Date.

Facility” means each Term Facility and the Revolving Credit Facility as set forth in the Facilities Schedule, as the context may require, and “Facilities” means such facilities taken together.

FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements entered into in connection with the implementation of such Sections of the Code.

FCC” means the Federal Communications Commission or any Governmental Authority substituted therefor.

FCC License” means a License issued or granted by the FCC.

Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent; provided, further, that if the Federal Funds Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

Fee Letter” means that Third Amended and Restated Fee Letter, dated February 24, 2016, by and among Nexstar Broadcasting Group Inc., the Arrangers and the Co-Managers.

Financial Covenant” means the maximum Consolidated First Lien Net Leverage Ratio covenant set forth in Section 7.10.

Fixed Charges” means, for any period, the sum of:

(a)Consolidated Interest Expenses of the Consolidated Group Entities for such period;

(b)all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of preferred Equity Interests of any Consolidated Group Entity during such period; and

(c)all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Equity Interest of any Consolidated Group Entity during such period.

Fixed Incremental Amount” has the meaning specified in the definition of “Permitted Incremental Amount.”

Fixed Incremental Amount Indebtedness” has the meaning specified in the definition of “Permitted Incremental Amount.”

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Flood Insurance Laws” means, collectively, (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (c) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (d) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto.

Foreign Casualty Event” has the meaning specified in Section 2.05(b)(vi).

Foreign Disposition” has the meaning specified in Section 2.05(b)(vi).

Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the Laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.  For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

Foreign Subsidiary” means any Subsidiary of a Person that is not a Domestic Subsidiary of such Person.

Fourth Amendment Effective Date” has the meaning assigned to such term in Amendment No. 4, which shall be September 3, 2020.

FRB” means the Board of Governors of the Federal Reserve System of the United States.

Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to an L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations under the applicable Revolving Credit Tranche owing to such L/C Issuer other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Revolving Credit Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

Fronting Fee” has the meaning specified in Section 2.03(i).

Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

Group,” when used to modify any term defined under this Agreement, means such term and each of the same defined terms under the other Group Credit Agreements.  For example, “Group Lender” means each Lender under this Agreement and each “Lender” (as defined therein) under each other Group Credit Agreement.

Group Credit Agreements” means each of the Nexstar Credit Agreement and the VIE Credit Agreements.

Group Facilities Ratable Status” has the meaning specified in Section 10.20(b).

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Group Refinancing Loans Ratable Status” has the meaning specified in Section 10.20(b).

Group Revolving Credit Facility Ratable Status” has the meaning specified in Section 10.20(b).

Group Second Amendment Effective Date Term A Loans Ratable Status” has the meaning specified in Section 10.20(b).

Group Second Amendment Effective Date Term B Loans Ratable Status” has the meaning specified in Section 10.20(b).

Guarantee Obligations” means, as to any Person, without duplication (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee Obligations” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness).  The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.  The term “Guarantee” as a verb has a corresponding meaning.

Guaranty” or “Guaranties” means (a) that certain guarantee of Secured Obligations pursuant to the Guarantee and Security Agreement dated as of the Closing Date by and among Nexstar Media, each Intermediate Holding Company, the Borrower, certain other Guarantors named on the signature page thereto and the Collateral Agent acting on behalf of the Secured Parties, (b) that certain guarantee of the Nexstar Secured Obligations pursuant to the Guarantee and Security Agreement dated as of the Closing Date by and between the Mission Borrower and the collateral agent under the Mission Credit Agreement acting on behalf of the “Secured Parties” (as defined in the Mission Credit Agreement), (c) each supplemental guarantee delivered pursuant to the agreements set forth in clauses (a) and (b) above, (d) each VIE Guarantee and Security Agreement executed by a Variable Interest Entity of Nexstar Media in accordance with the terms of this Agreement and (e) each other Guarantee or guaranty agreement entered into from time to time for the purpose of guaranteeing all or any portion of the Nexstar Secured Obligations.

Guarantor” means:

(a)Nexstar Media,

(b)each Intermediate Holding Company,

(c)the Borrower,

(d)each other Covenant Entity that is a Wholly-Owned Domestic Subsidiary of Nexstar Media, except any Non-Guarantor Subsidiary,

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(e)each VIE Borrower that constitutes a Material VIE and its Wholly-Owned Domestic Subsidiaries except each Subsidiary of such VIE Borrower that is not required to Guarantee the VIE Obligations of such VIE Borrower pursuant to the terms of the applicable VIE Credit Agreement; and it is agreed and understood that the only Variable Interest Entity of Nexstar Media satisfying the provisions of this clause (e) as of the Closing Date is the Mission Borrower,

(f)each Variable Interest Entity of Nexstar Media or any Subsidiary of a Variable Interest Entity of Nexstar Media that Guarantees any Indebtedness of, or provides any other credit support for, any Indebtedness of Nexstar Media, any other Holding Company, the Borrower or any Covenant Entity,

(g)each Variable Interest Entity of Nexstar Media or any Subsidiary of a Variable Interest Entity of Nexstar Media that executes and delivers a VIE Guarantee and Security Agreement to the Administrative Agent,

(h)each other Person otherwise required to issue a Guaranty of all or any portion of the Nexstar Secured Obligations after the Closing Date, and

(i)each other Person that executes and delivers a Guaranty to the Administrative Agent.

Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law due to their hazardous, toxic, dangerous or deleterious characteristics.

Hedge Bank” means (a) Bank of America and each of its Affiliates, and (b) each other Person that, at the time it enters into a Secured Hedge Agreement with a Holding Company, a Covenant Entity or any Variable Interest Entity of Nexstar Media that is not a VIE Borrower, is a Group Lender or an Affiliate of a Group Lender.  For the avoidance of doubt, no Person that entered into a Swap Contract with a Variable Interest Entity of Nexstar Media that was a VIE Borrower at the time the Swap Contract was entered into (regardless of whether such Variable Interest Entity remains a VIE Borrower) will ever constitute a Hedge Bank.

Holding Company” means each of (a) Nexstar Media and (b) Intermediate Holding Companies.

Honor Date” means the date of any payment by an L/C Issuer under a Letter of Credit.

Host Channel Sharing Agreement” means a Channel Sharing Agreement with respect to which any Covenant Entity is the licensee of a channel sharer station within the meaning of 47 C.F.R. § 73.3700(a)(4).

IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements delivered under or referred to herein.

Immaterial Subsidiary” means, as of any date of determination, each Restricted Subsidiary of any Consolidated Group Entity that (a) has not Guaranteed any Indebtedness of, or provided any other credit support for, any Consolidated Group Entity (other than another Immaterial Subsidiary) and (b) has been set forth on Schedule 1.01(d) or otherwise designated by the applicable Group Borrower in writing under any Group Credit Agreement after the Closing Date as an “Immaterial Subsidiary” for purposes of this Agreement and other Group Credit Agreements in accordance with the terms of such Group Credit Agreements (and not redesignated as a Material Subsidiary as provided below); provided that (i) on such date, the aggregate percentage of Total Assets and Consolidated EBITDA attributable to such Subsidiary, together with all other Immaterial Subsidiaries and Immaterial VIEs existing on such date, is less than 5.0% of Total Assets and Consolidated EBITDA (measured, in the case of Total Assets as of the last day of the most recent Test Period, and, in the case of Consolidated EBITDA, for the most recently ended Test Period, in each case measured on a Pro Forma Basis), (ii) at no time shall the aggregate percentage of Total Assets and Consolidated EBITDA attributable to all Immaterial Subsidiaries and Immaterial VIEs as of the last day of the most recent Test Period equal or exceed 5.0% of the Total Assets and

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Consolidated EBITDA (measured pursuant to the same method set forth in clause (i) above), (iii) at such time as any such Subsidiary (A) becomes a party to any Loan Document, (B) executes and delivers a Guaranty (if applicable) or any Security Documents, or (C) Guarantees or provides any other credit support for any Indebtedness of any Consolidated Group Entity (other than another Immaterial Subsidiary), such Subsidiary shall at all times thereafter cease to be an Immaterial Subsidiary irrespective of the value of its assets or its revenues, (iv) each Group Borrower shall not designate any new Immaterial Subsidiary if such designation would not comply with the provisions set forth in clauses (i)-(iii) above and (v) if the limitation set forth in clause (ii) above is exceeded as of such last day of the most recent Test Period, then the Group Borrowers shall, within 30 days after the date on which the financial statements for such Test Period were required to be delivered pursuant to this Agreement, re-designate one or more Subsidiaries or Variable Interest Entities of Nexstar Media as “Material Subsidiaries” or “Material VIEs,” as applicable, to cause compliance with the limitation set forth in clause (ii) above.  Each Immaterial Subsidiary as of the Closing Date is set forth on Schedule 1.01(d) hereto.  For the avoidance of doubt, no Group Subsidiary shall be considered an “Immaterial Subsidiary” if it does not receive similar treatment under all of the Indenture Documentation to the extent such Indenture Documentation applies to such Group Subsidiary.

Immaterial VIE” means, as of any date of determination, each Variable Interest Entity of Nexstar Media (including, for the avoidance of doubt, the Mission Borrower and the Shield Borrowers) that (a) has not Guaranteed any Indebtedness of, or provided any other credit support for, any Consolidated Group Entity and (b) has been set forth on Schedule 1.01(d) or designated by the Borrower in writing after the Closing Date as an “Immaterial VIE” for purposes of this Agreement and other Group Credit Agreements (and not redesignated as a Material VIE as provided below); provided that (i) on such date, the aggregate percentage of Total Assets and Consolidated EBITDA attributable to such Variable Interest Entity, together with all other Immaterial Subsidiaries and Immaterial VIEs existing on such date, is less than 5.0% of Total Assets and Consolidated EBITDA (measured, in the case of Total Assets as of the last day of the most recent Test Period, and, in the case of Consolidated EBITDA, for the most recently ended Test Period, in each case measured on a Pro Forma Basis), (ii) at no time shall the aggregate percentage of Total Assets and Consolidated EBITDA attributable to all Immaterial Subsidiaries and Immaterial VIEs as of the last day of the most recent Test Period equal or exceed 5.0% of the Total Assets and Consolidated EBITDA (measured pursuant to the same method set forth in clause (i) above), (iii) at such time as any such Variable Interest Entity (A) becomes a party to any Loan Document, (B) executes and delivers a Guaranty (if applicable) or any Security Documents, or (C) Guarantees or provides any other credit support for any Indebtedness of any Consolidated Group Entity, such Variable Interest Entity shall at all times thereafter cease to be an Immaterial VIE irrespective of the value of its assets or its revenues, (iv) the Borrower shall not designate any new Immaterial VIE if such designation would not comply with the provisions set forth in clauses (i)-(iii) above and (v) if the limitation set forth in clause (ii) above is exceeded as of such last day of the most recent Test Period, then the Borrower shall, within 30 days after the date on which the financial statements for such Test Period were required to be delivered pursuant to this Agreement, re-designate one or more Subsidiaries or Variable Interest Entities of Nexstar Media as “Material Subsidiaries” or “Material VIEs,” as applicable, to cause compliance with the limitation set forth in clause (ii) above.  Each Immaterial VIE as of the Closing Date is set forth on Schedule 1.01(d) hereto.

Impacted Loans” has the meaning specified in Section 3.03.

Incentive Auction” means the auction conducted by the FCC under Section 6403 of the Middle Class Tax Relief and Job Creation Act (Pub. L. No. 112-96, § 6403, 126 Stat. 156, 225-30 (2012)), codified at 47 U.S.C. § 1452.

Incentive Auction Results Public Notice” means the public notice issued by the FCC following completion of the Incentive Auction which announces the results of the Incentive Auction and new broadcast television channel assignments, as contemplated by 47 C.F.R. § 73.3700(a)(2).

Incremental Facilities” has the meaning specified in Section 2.14(a).

Incremental Facility Amendment” has the meaning specified in Section 2.14(c).  

Incremental Revolving Commitments” has the meaning specified in Section 2.14(a).

Incremental Revolving Facilities” has the meaning specified in Section 2.14(a).

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Incremental Revolving Lender” has the meaning specified in Section 2.14(c).  

Incremental Term A Loans” has the meaning specified in Section 2.14(a).

Incremental Term B Loans” has the meaning specified in Section 2.14(a).

Incremental Term Loan Increases” has the meaning specified in Section 2.14(a).

Incremental Term Loans” has the meaning specified in Section 2.14(a).

Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a)all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b)all reimbursement or payment obligations of such Person with respect to letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c)net obligations of such Person under any Swap Contract;

(d)all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business pursuant to ordinary terms and (ii) any purchase price adjustments and earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and if not paid after becoming due and payable);

(e)indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f)all Attributable Indebtedness;

(g)all obligations of such Person in respect of Disqualified Equity Interests; and

(h)all Guarantee Obligations of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company or similar organization under the laws of the jurisdiction of such joint venture) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Net Debt (without giving effect to clause (b) thereof) and (B) in the case of the Consolidated Group Entities exclude all intercompany Indebtedness having a term not exceeding 364 days (inclusive of any roll over or extensions of terms) and made in the ordinary course of business.  The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.  The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.

Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party or any Restricted Subsidiary of a Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

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Indemnitees” has the meaning specified in Section 10.04(b).

Indenture Documentation” means, collectively, (a) Senior Notes Indenture Documentation, and (b) any other indenture, agreement, or other instrument executed by the Borrower or any other Consolidated Group Entity in connection with the issuance of any other public capital market Indebtedness.

Information” has the meaning specified in Section 10.07.

Initial Lenders” means the Lenders holding the Commitments or Loans on the Closing Date, as set forth on the Closing Date Facilities Schedule (as defined in the Original Credit Agreement).

Initial Term A-4 Loans” means the term loans made on the Second Amendment Effective Date pursuant to Section 2.01(a)(ii).

Initial Term B-3 Loans” means the term loans made on the Second Amendment Effective Date pursuant to Section 2.01(a)(iv).

Intercreditor Agreement” means any intercreditor agreement by and among the Borrower, the Collateral Agent and the collateral agents or other representatives for the holders of Indebtedness secured by Liens on the Collateral that are intended to rank pari passu (without control of remedies) or junior to the Liens securing the Obligations and the other Group Obligations and that are otherwise Liens permitted pursuant to Section 7.01, providing that, the Collateral Agent shall have the sole right to exercise remedies against the Collateral (subject to customary exceptions and the expiration of any standstill provisions) and in form and substance reasonably satisfactory to the Collateral Agent.

Intercreditor Agreement Among Group Lenders” means the intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent and substantially in the form of Exhibit J.

Intercreditor Lien Subordination Provisions” has the meaning specified in Section 8.01(l).

Interest Payment Date” means (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition).

Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Loan Notice, or such other period that is twelve months or less requested by the Borrower and consented to by all of the Appropriate Lenders; provided that:

(a)any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b)any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c)no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

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Intermediate Holding Company” means a Wholly-Owned Domestic Subsidiary of Nexstar Media (other than a Digital Business Entity) that owns and controls, directly, or indirectly through one or more other Intermediate Holding Companies and/or together with other Intermediate Holding Companies, legally and beneficially all of the Equity Interests in the Borrower.

Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person (including pursuant to any Sale Leaseback) or (d) any Sharing Arrangement except (i) Sharing Arrangements with a Strategic Shared Services Party and (ii) Station Sharing Arrangements.  For purposes of covenant compliance, the amount of any Investment shall be (i) the amount actually invested, as determined at the time of each such Investment, without adjustment for subsequent increases or decreases in the value of such Investment minus (ii) the amount of dividends or distributions actually received in connection with such Investment and any return of capital and any payment of principal received in respect of such Investment that in each case is received in cash or Cash Equivalents (not in excess of the amount of Investments originally made).

IP Rights” has the meaning specified in Section 5.14.

IRS” means the United States Internal Revenue Service.

ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by an L/C Issuer and the Borrower (or any Restricted Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit.

Joint Sales Agreement” means, with respect to a television broadcast station, a joint sales agreement or other similar contractual arrangement pursuant to which a Person, other than the Person holding the FCC License of such television broadcast station or an affiliate of such Person, obtains the right to (a) set the advertising rates for such television broadcast station and/or (b) conduct or manage the sale of advertising availabilities on such television broadcast station (whether all or a portion of such availabilities).

Junior Lien Debt” means Indebtedness incurred by a Covenant Entity that is secured by a Lien that is junior to the Lien on the Collateral securing the Obligations.

JV Entity” means (a) any joint venture and (b) any non-Wholly-Owned Subsidiary of the Covenant Entities.

Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage of the applicable Revolving Credit Tranche.  All L/C Advances shall be denominated in Dollars.

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L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the applicable Borrower Honor Date or refinanced as a Revolving Credit Borrowing.  All L/C Borrowings shall be denominated in Dollars.

L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

L/C Issuer” means (a) Bank of America, N.A. and its Subsidiaries and Affiliates, and (b) any other Lender (or any of its Subsidiaries or Affiliates) that becomes an L/C Issuer in accordance with Section 2.03(k) or Section 9.06(d), in the case of each of clause (a) and (b) above, in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

L/C Obligations” means, as of any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts in respect of Letters of Credit, including all L/C Borrowings.  For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07.

Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes the L/C Issuers and the Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.”

Lender Participation Notice” has the meaning specified in Section 2.05(e)(iii).

Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate.  Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office.

Letter of Credit” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder.

Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer.

Letter of Credit Expiration Date” means the day that is five Business Days prior to the scheduled Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

Letter of Credit Fee” has the meaning specified in Section 2.03(h).

Letter of Credit Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) the aggregate amount of the Revolving Credit Commitments.

LIBOR Screen Rate” means the LIBOR quote on the Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

LIBOR Successor Rate” has the meaning specified in Section 3.03.  

LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively

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feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Borrower).  

License” means any authorization, permit, consent, special temporary authorization, franchise, ordinance, registration, certificate, license, agreement or other right filed with, granted by or entered into with a Governmental Authority which permits or authorizes the acquisition, construction, ownership or operation of a television broadcast station or any part thereof.

Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, deemed trust, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

Limited Condition Acquisition” means any acquisition, including by way of merger, by a Covenant Entity permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.

Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan incurred under the 2018 Revolving Credit Tranche or the 2020 Revolving Credit Tranche or a Swing Line Loan (including any Incremental Term Loans or loans made pursuant to any Incremental Revolving Commitment).

Loan Documents” means, collectively, (a) this Agreement, (b) the Notes executed and delivered pursuant to Section 4.01(a)(ii), (c) the Guaranties, (d) the Security Documents, (e) the Agency Fee Letter, (f) each Intercreditor Agreement (if any), (g) the Intercreditor Agreement Among Group Lenders, (h) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.17 of this Agreement, (i) each Issuer Document and (j) all other agreements executed and delivered by any Loan Party in connection with this Agreement; it being understood that no Secured Hedge Agreement or Cash Management Agreement shall be a Loan Document.

Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A, or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

Loan Parties” means, collectively, the Borrower and each other Guarantor.

Local Marketing Agreement” means, a local marketing agreement, time brokerage agreement or similar arrangement pursuant to which a Person, subject to customary licensee preemption rights and other limitations, obtains the right to exhibit programming and sell advertising time constituting 15% or more of the air time per week of a television broadcast station licensed to another Person.

London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

Majority Lenders” means, as of any date of determination, Group Lenders holding more than 50% of the sum of the (a) Group Total Outstandings (with the aggregate amount of each Group Revolving Credit Lender’s risk participation and funded participation in Group L/C Obligations and Group Swing Line Loans being deemed “held” by such Group Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Group Revolving Credit Commitments.  The unused Group Revolving Credit Commitment of, and the portion of the Group Total Outstandings held or deemed held by, any Group Defaulting Lender shall be disregarded in determining Majority Lenders at any time; provided that, the amount of any participation in any Group Swing Line Loan and Group

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Unreimbursed Amounts that such Group Defaulting Lender has failed to fund that have not been reallocated to and funded by another Group Lender shall be deemed to be held by the Group Lender that is the Group Swing Line Lender or the relevant Group L/C Issuer, as the case may be, in making such determination.

Management Advances” means loans or advances made to, or Guarantees with respect to loans or advances made to, directors, officers, employees or consultants of any Covenant Entity:

(a)(i) in respect of travel, entertainment or moving related expenses incurred in the ordinary course of business or (ii) for purposes of funding any such person’s purchase of Equity Interests (or similar obligations) of Nexstar Media or its Subsidiaries with (in the case of this subclause (ii)) the approval of, or pursuant to any plans approved by, the board of directors of Nexstar Media;

(b)in respect of moving related expenses incurred in connection with any closing or consolidation of any facility or office; or

(c)not exceeding $20,000,000 in the aggregate outstanding at any time.

Master Agreement” has the meaning specified in the definition of “Swap Contract.”

Material Adverse Effect” means (a) a material adverse effect on the business, operations, assets, properties, liabilities (actual or contingent) or financial condition of the Consolidated Group Entities taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their obligations under the Loan Documents in respect of the Secured Obligations, or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Loan Parties (taken as a whole) of the Loan Documents in respect of the Secured Obligations.

Material Real Property” means any Real Property other than Non-Material Real Property.

Material Subsidiary” means each Subsidiary of a Consolidated Group Entity that is not an Immaterial Subsidiary.

Material VIE” means each Variable Interest Entity of Nexstar Media that is not an Immaterial VIE.  Each Material VIE shall either be a Guarantor or an Excluded VIE.

Maturity Date” means, with respect to each Facility, the applicable date set forth on the Facilities Schedule for such Facility, provided that if such day is not a Business Day, the Maturity Date shall be the Business Day immediately preceding such day.

Maximum Rate” has the meaning specified in Section 10.09.

Maximum Tender Condition” has the meaning specified in Section 2.18(b).

Media General” has the meaning specified in the recitals hereto.

Media General 2022 Notes Deposit Date” has the meaning specified in the Senior 5⅝% Notes Due 2024 Indenture.

Media General 2022 Notes Special Mandatory Redemption” has the meaning specified in the Senior 5⅝% Notes Due 2024 Indenture.

Media General Digital Business Assets” means those assets described on Schedule 1.01(c); provided that notwithstanding anything herein or on Schedule 1.01(c) to the contrary, no Broadcast Licenses or other FCC Licenses owned by a Loan Party may be included in this definition of Media General Digital Business Assets.

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Media General Material Adverse Effect” means “Material Adverse Effect on Marigold” as defined in the Merger Agreement.

Merger Agreement” has the meaning specified in the recitals hereto.

Merger Sub” has the meaning specified in the recitals hereto.

Minimum Extension Condition” has the meaning specified in Section 2.15(b).

Minimum Tender Condition” has the meaning specified in Section 2.18(b).

Minimum Tranche Amount” has the meaning specified in Section 2.15(b).

Mission Credit Agreement” means that certain VIE Credit Agreement with the Mission Borrower.

Mission Security Documents” means (a) that certain Guarantee and Security Agreement dated as of the Closing Date by the Mission Borrower in favor of the collateral agent under the Mission Credit Agreement, (b) those certain Pledge Agreements dated as of the Closing Date by shareholders of the Mission Borrower in favor of the collateral agent under the Mission Credit Agreement and (c) any other “Security Documents” (as defined under the Mission Credit Agreement) executed by the Mission Borrower or any of its Subsidiaries.

Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

Mortgage” means, collectively, a deed of trust, trust deed, deed to secure debt, mortgage and other similar instruments creating and evidencing Liens on one or more Real Properties made by the Loan Parties for the benefit of the Secured Parties to secure all or any part of the Obligations, together with the assignments of leases and rents referred to therein or executed in connection therewith, including any Mortgage executed and delivered pursuant to Section 6.11 and Section 6.14.

Mortgage Policy” means a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy with endorsements and in an amount acceptable to the Administrative Agent and Collateral Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent and Collateral Agent, insuring the Mortgage in question to be valid first and subsisting Lien on the property described therein, free and clear of all defects (including, but not limited to, filed mechanics’ and materialmen’s Liens) and encumbrances, excepting only Liens permitted under the Loan Documents, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Administrative Agent and Collateral Agent may deem necessary or desirable.

Mortgaged Properties” means, collectively, all Material Real Properties owned by any Loan Party that become subject to a Mortgage.

Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Covenant Entity or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

Nationally Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within the meaning of Rule 436 under the Securities Act.

Net Cash Proceeds” means:

(a)with respect to any Disposition by a Covenant Entity, or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event

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actually received by or paid to or for the account of a Covenant Entity) over (ii) the sum of (A) the principal amount, premium or penalty, if any of any Indebtedness that is secured by the applicable asset subject to such Disposition or Casualty Event and that is required to be repaid (and timely repaid) in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), (B) the reasonable and customary out-of-pocket fees and expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by a Covenant Entity in connection with such Disposition or Casualty Event, (C) Taxes paid or reasonably estimated to be actually payable as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated Taxes pursuant to subclause (C) exceeds the amount of Taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds and (D) any reserve for adjustment in respect of (1) the sale price of such asset or assets established in accordance with GAAP and (2) any liabilities associated with such asset or assets and retained by a Covenant Entity after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or with respect to any indemnification obligations associated with such transaction, it being understood that “Net Cash Proceeds” shall include (i) any cash or Cash Equivalents received upon the Disposition of any non-cash consideration by a Covenant Entity in any such Disposition and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in this subclause (D) or if such liabilities have not been satisfied in cash and such reserve is not reversed within 365 days after such Disposition or Casualty Event, the amount of such reserve; provided that (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such net cash proceeds shall exceed $5,000,000, (y) no such net cash proceeds shall constitute Net Cash Proceeds under this clause (a) in any fiscal year until the aggregate amount of all such net cash proceeds in such fiscal year for all Dispositions shall exceed $10,000,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a)), and (z) with respect to any Station Sharing Arrangement, Net Cash Proceeds shall exclude any gross proceeds received by a Covenant Entity to the extent such gross proceeds are to be included in Consolidated Net Income;

(b)with respect to the incurrence or issuance of any Indebtedness by any Covenant Entity, the excess, if any, of (i) the sum of the cash and Cash Equivalents received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts, commissions and other reasonable and customary out-of-pocket expenses, incurred by such Covenant Entity in connection with such incurrence or issuance; and

(c)with respect to any Permitted Equity Issuance by any direct or indirect parent of the Borrower, the amount of cash from such Permitted Equity Issuance contributed to the capital of the Borrower.

Nexstar Borrower” has the meaning specified in the introductory paragraph to this Agreement.

Nexstar Guarantors” means all Guarantors other than any Guarantors that are Variable Interest Entities of Nexstar Media or their Subsidiaries.

Nexstar Media” has the meaning specified in the introductory paragraph to this Agreement.

Nexstar Secured Obligations” means (a) the Obligations and (b) Secured Hedging/Cash Management Obligations, excluding any Excluded Swap Obligations.

Nexstar/VIE Agreement” means any and all agreements executed between or among Nexstar Media or any of its Subsidiaries and any Variable Interest Entity of Nexstar Media, including, without limitation, those agreements listed on Schedule 5.22.

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Non-Consenting Lender” means any Group Lender that does not approve any consent, waiver or amendment under any Group Credit Agreement or Group Loan Document that (a) requires the approval of all Group Lenders or all affected Group Lenders in accordance with the terms of Section 10.01 or Section 10.26 of each Group Credit Agreement and (b) has been approved by the Majority Lenders, the Required Revolving Credit Lenders, the Required Term Lenders of the applicable Class or the Required Revolving Credit and Term A Lenders, as applicable.

Non-Extended Lender” means, if there has been an extension effected in accordance with the terms of Section 2.15 of any Facility, Lenders of such Facility that are not Extending Revolving Credit Lenders or Extending Term Lenders, as applicable, with respect to such Facility.

Non-Guarantor Subsidiaries” means (a) any Immaterial Subsidiary, (b) any Subsidiary that is prohibited by applicable Law or Contractual Obligations existing on the Closing Date and not entered into in contemplation of the Acquisition (or, in the case of any newly acquired Subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof) from providing a Guaranty of the Secured Obligations or if guaranteeing the Secured Obligations would require governmental (including regulatory) consent, approval, license or authorization (unless such consent, approval, license or authorization has been obtained), (c) any other Subsidiary with respect to which, in the reasonable judgments of the Borrower and the Administrative Agent, the cost (including any adverse tax consequences) of providing a Guaranty shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (d) any Subsidiary of Tribune existing as of the Third Amendment Effective Date that has not been required to provide a Guarantee under the Tribune Credit Agreement unless the Borrower and the Administrative Agent reasonably agree that the obstacle to the provision of such a Guarantee of the Secured Obligations ceases to exist and (e) any CFC Holdco of Nexstar Media.

Non-Loan Party” means any Covenant Entity that is not a Loan Party.

Non-Material Real Property” means (a) the Real Property of a Consolidated Group Entity where the book value is less than $25,000,000 and (b) the Real Property of a Consolidated Group Entity not used in connection with the Permitted Business of such Consolidated Group Entity or classified as “held for sale” on the balance sheet of such Person.

Nonrenewal Notice Date” has the meaning specified in Section 2.03(b)(iii).

Note” means a Term Note, or a Revolving Credit Note, as the context may require.

Notice of Reinvestment Election” has the meaning specified in Section 2.05(b)(ii)(B).

NPL” means the National Priorities List under CERCLA.

Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees and other amounts that accrue after the commencement by or against any Loan Party, of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.  Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents shall include (i) the obligation (including Guarantee Obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document and (ii) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that the Administrative Agent or the Collateral Agent, in its sole discretion, may elect to pay or advance on behalf of such Loan Party but shall exclude any Guarantee Obligations of any Loan Party under the Guaranties in respect of obligations under other Group Credit Agreements and other Group Loan Documents.

OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

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Offered Loans” has the meaning specified in Section 2.05(e)(iii).

OID” has the meaning specified in Section 2.14(b)(viii).

Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement, and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

Original Credit Agreement” means this Agreement as in effect immediately prior to giving effect to Amendment No. 1 on the First Amendment Effective Date.

Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

Outstanding Amount” means (a) with respect to the Term Loans, Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans (including any refinancing of outstanding Unreimbursed Amounts under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date, and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding Unreimbursed Amounts under related Letters of Credit (including any refinancing of outstanding Unreimbursed Amounts under related Letters of Credit or related L/C Credit Extensions as a Revolving Credit Borrowing) by the Borrower.

Overnight Rate” means, for any day, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the relevant L/C Issuer, or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation (which rate for the avoidance of doubt shall never be less than zero).

Participant” has the meaning specified in Section 10.06(d).

Participant Register” has the meaning specified in Section 10.06(d).

PBGC” means the Pension Benefit Guaranty Corporation.

Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and Multiemployer Plans and set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

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Pension Plan” means any employee pension benefit plan as such term is defined in Section 3(2) of ERISA (other than a Multiemployer Plan) that is maintained or is contributed to by a Covenant Entity and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

Permitted Acquisition” means any acquisition that is permitted under the terms of Section 7.03(j).

Permitted Asset Swap” means any Asset Swap permitted to occur under the terms of Section 7.05(m).  

Permitted Business” means (a) the construction, ownership, operation, management, promotion, extension or other utilizations of any type of television broadcasting system or any similar television broadcasting business, including the syndication of television programming, the obtaining of a Broadcast License or franchise to operate such a system or business and activities incidental thereto and (b) operating Internet-based information services, providing digital publishing, video, advertising and content management platforms and solutions to local and national media publishers and advertisers on both digital and mobile systems and developing technologies in connection therewith.

Permitted Debt Exchange” has the meaning specified in Section 2.18(a).

Permitted Debt Exchange Notes” has the meaning specified in Section 2.18(a).

Permitted Debt Exchange Offer” has the meaning specified in Section 2.18(a).

Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of a Holding Company or any direct or indirect parent of a Holding Company, in each case to the extent permitted (or not prohibited) hereunder and so long as no Change of Control will occur as a result of such sale or issuance.

Permitted Holders” means, collectively, members of management of the Borrower (or Nexstar Media).

Permitted Incremental Amount” means the sum of (a) the greater of $1,000,000,000 and 50% of the Consolidated EBITDA (from and after the Third Amendment Effective Date) (the “Fixed Incremental Amount” and any Indebtedness incurred after the Third Amendment Effective Date using this Fixed Incremental Amount under this Agreement or under the Mission Credit Agreement, the “Fixed Incremental Amount Indebtedness”) plus (b) such additional amount (the “Ratio Incremental Amount” and any Indebtedness incurred using this Ratio Incremental Amount, the “Ratio Incremental Amount Indebtedness”) that would not result in:

(i)with respect to Incremental Facilities secured on a pari passu basis with the Second Amendment Effective Date Term Loans, the Consolidated First Lien Net Leverage Ratio exceeding 4.00:1.00;

(ii)with respect to Incremental Facilities secured on a junior lien basis to the Second Amendment Effective Date Term Loans, the Consolidated Secured Net Leverage Ratio exceeding 5.50:1.00; and

(iii)with respect to Incremental Facilities that are unsecured, the Consolidated Total Net Leverage Ratio exceeding 6.50:1.00;

in each case determined as of the most recently ended Test Period and on a Pro Forma Basis after giving effect to the incurrence of any such Incremental Facility (assuming the full amount thereof is drawn) and any acquisition consummated in connection therewith and all other Specified Transactions (but excluding the netting of the cash proceeds of such Ratio Incremental Amount Indebtedness to be incurred).

For the avoidance of doubt, if the Borrower incurs Fixed Incremental Amount Indebtedness on the same date that it incurs Ratio Incremental Amount Indebtedness, then each of the ratios set forth in clauses (b)(i)-(iii) above will be calculated without giving regard to any incurrence of Fixed Incremental Amount Indebtedness.

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Permitted Refinancing” means, with respect to any Person, any modification (other than a release of such Person), refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, and as otherwise permitted under Section 7.02, (b) such modification, refinancing, refunding, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended, (c) at the time thereof, no Event of Default shall have occurred and be continuing, (d) to the extent such Indebtedness being so modified, refinanced, refunded, renewed or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being so modified, refinanced, refunded, renewed or extended, (e) the terms and conditions (including, if applicable, as to collateral but excluding as to subordination, pricing, optional prepayment, call protection and redemption terms) of any such modified, refinanced, refunded, renewed or extended Indebtedness, taken as a whole, are not materially less favorable to the Loan Parties than the terms and conditions of the Indebtedness being modified, refinanced, refunded, renewed or extended as reasonably determined by the Borrower, and (f) such modification, refinancing, refunding, renewal or extension is only incurred by the Person who is the obligor of the Indebtedness being so modified, refinanced, refunded, renewed or extended.

Permitted Sale Leaseback” means any Sale Leaseback consummated by any Covenant Entity after the Closing Date; provided that (a) no Default exists both before and after giving effect thereto, (b) any such Sale Leaseback not between (i) a Nexstar Guarantor and another Nexstar Guarantor or (ii) a Covenant Entity that is not a Nexstar Guarantor and another Covenant Entity that is not a Nexstar Guarantor and not a Variable Interest Entity of Nexstar Media must be, in each case, consummated for fair value as determined at the time of consummation in good faith by the Borrower or such Covenant Entity, (c) all net proceeds and compensation received for each such Sale Leaseback is 100% cash and (d) 100% of the Net Cash Proceeds of such Sale Leaseback are used to prepay the Loans in accordance with the terms of Section 2.05(b) (and except as provided in Section 2.05(b)).

Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA, maintained for employees of a Loan Party (or, solely with respect to such a plan subject to Title IV of ERISA or Section 412 of the Code, any ERISA Affiliate) or any such Plan to which a Loan Party (or, solely with respect to such a plan subject to Title IV of ERISA or Section 412 of the Code, any ERISA Affiliate) is required to contribute on behalf of any of its employees.

Platform” has the meaning specified in Section 6.02.

Pro Forma Basis” and “Pro Forma Effect” mean, with respect to compliance with any test hereunder for an applicable period of measurement, that all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the case of a balance sheet item) in such test:  (i) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction (A) in the case of a Disposition of all or substantially all Equity Interests in any Subsidiary of a Consolidated Group Entity or any division used for operations of a Consolidated Group Entity, shall be excluded, and (B) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (ii) any retirement of Indebtedness, and (iii) any Indebtedness incurred or assumed by a Consolidated Group Entity in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (as

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determined by Nexstar Media in good faith) (1) directly attributable to such transaction, (2) expected to have a continuing impact on the Consolidated Group Entities and (3) factually supportable.

Pro Forma Financial Statements” has the meaning specified in Section 5.05(c).

Proposed Discounted Prepayment Amount” has the meaning specified in Section 2.05(e)(ii).

Proposed Lender” has the meaning specified in Section 10.26.

Proposed Loans” has the meaning specified in Section 10.26.

Proposed VIE Borrower” has the meaning specified in Section 10.26.

Proposed VIE Credit Agreement” has the meaning specified in Section 10.26.

PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

Public Lender” has the meaning specified in Section 6.02.

Qualified ECP Guarantor” means, in respect of any Swap Obligations, at any time, each Loan Party, that has total assets exceeding $10,000,000 at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

Qualified Holding Company Debt” means unsecured Indebtedness of a Holding Company that

(a)is not benefiting from any Guarantee by any Subsidiary of or any Variable Interest Entity of Nexstar Media (including the Borrower) other than another Holding Company;

(b)will not mature prior to the date that is six (6) months after the latest Maturity Date in effect on the date of issuance or incurrence thereof;

(c)has no scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary prepayments in connection with “change of control” or “AHYDO”);

(d)does not require any payments in cash of interest or other amounts in respect of the principal thereof prior to the date that is 180 days after the latest Maturity Date in effect on the date of such issuance or incurrence; and

(e)is subordinated in right of payment to the Obligations.

Qualifying Balances” means, as at any date, the sum of

(a)the aggregate amount of unrestricted cash and Cash Equivalents on hand of the Consolidated Group Entities on such date (in each case, (i) free and clear of all Liens, other than Liens permitted under Sections 7.01(a), 7.01(k), 7.01(q)(i) and 7.01(q)(ii) of any Group Credit Agreement, and (ii) excluding Cash Collateral and other amounts held in accounts that hold cash for payment of any specified payable or Indebtedness) and

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(b)without duplication of the amounts in clause (a) preceding, cash on hand of the Consolidated Group Entities on such date that is to be used for the repayment of existing Indebtedness under any Indenture Documentation or any other public Indebtedness in accordance with the terms of such Indenture Documentation or documentation governing such public Indebtedness, and which such repayment is permitted by the terms of this Agreement, but in each case only after an irrevocable tender offer, redemption notice or prepayment notice with respect to such Indebtedness has been issued, and

in each case of clauses (a) and (b) preceding, only to the extent such cash or Cash Equivalents, as applicable, is included in the consolidated balance sheet of the Consolidated Group Entities as of such date, which aggregate amount of unrestricted cash and Cash Equivalents shall be determined without giving pro forma effect to the proceeds of Indebtedness incurred or proposed to be incurred on such date; provided that, notwithstanding the foregoing, for purposes of this definition Qualifying Balances shall not at any time exceed the sum of (A) $200,000,000 (or, solely for the purpose of calculating the Consolidated First Lien Net Leverage Ratios as of the fiscal quarters ended September 30, 2019 and December 31, 2019 for the purpose of Section 7.10, $350,000,000) plus (B) the amount of cash on hand of the Consolidated Group Entities meeting the qualifications set forth in clause (b) preceding.

Qualifying Lenders” has the meaning specified in Section 2.05(e)(iv).

Qualifying Loans” has the meaning specified in Section 2.05(e)(iv).

Rate Floor” means, for each Facility and each Class and Type, the applicable rate floor set forth on the Facilities Schedule for such Facility.

Ratio Incremental Amount” has the meaning specified in the definition of “Permitted Incremental Amount.”

Ratio Incremental Amount Indebtedness” has the meaning specified in the definition of “Permitted Incremental Amount.”

Real Property” means, with respect to any Person, all of the right, title and interest of such Person in and to land, and the improvements and fixtures located thereon, excluding leasehold interests.

Recipient” means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party or any Subsidiary of a Loan Party hereunder.

Refinancing” means (a) the Required Refinancing and (b) the repayment in full and termination of all commitments under the Existing VIE Credit Agreements.

Refinancing Revolving Commitments” means Incremental Revolving Commitments and Incremental Revolving Facilities that are designated by a Responsible Officer of the Borrower as “Refinancing Revolving Commitments” in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent on or prior to the date of incurrence.

Refinancing Term Loans” means Incremental Term Loans and Incremental Term Loan Increases that are designated by a Responsible Officer of the Borrower as “Refinancing Term Loans” in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent on or prior to the date of incurrence.

Register” has the meaning specified in Section 10.06(c).

Related Indemnified Person” means, with respect to any Indemnitee, (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents, advisors or representatives of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c) acting on behalf of

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such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition pertains to a controlled affiliate or controlling person involved in the Transactions.

Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, counsel, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

Removal Effective Date” has the meaning specified in Section 9.06(b).

Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30-day notice period has been waived.

Repricing Transaction” means, with respect to Third Amendment Effective Date Term Loans constituting Term B Loans, (a) any prepayment or repayment of such Term B Loans with the proceeds of, or any conversion of such Term B Loans into, (i) any new or replacement tranche of pari passu secured syndicated term loans (other than Term A Loans) or (ii) any pari passu secured syndicated term loans (other than Term A Loans) Indebtedness incurred under Section 7.02(t)(i), in each case bearing interest with an Effective Yield less than the Effective Yield applicable to such Term B Loans and (b) any amendment (including pursuant to a Refinancing Term Loan (other than Term A Loans) as contemplated by Section 2.14 or replacement pari passu secured syndicated term loan (other than Term A Loans) as contemplated by Section 10.01) to Third Amendment Effective Date Term Loans constituting Term B Loans which reduces the Effective Yield applicable to such Term B Loans, in each case of clauses (a) and (b) above, so long as the primary purpose of such prepayment or repayment is to reduce the Effective Yield and excluding any new or replacement loans incurred in connection with a Change of Control or Transformative Acquisition.

Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

Required Refinancing” means, (a) the repayment in full and termination of all commitments under the Existing Nexstar Credit Agreement, (b) the repayment in full and termination of all commitments under the Existing Mission Credit Agreement, (c) the repayment in full and termination of all commitments under the Existing Media General Credit Agreement, (d) the redemption in full of the Senior 6⅜% Notes due 2021 and (e) the delivery of a change of control offer with respect to the Senior 5⅞% Notes due 2022.

Required Revolving Credit and Term A Lenders” means, as of any date of determination, Group Revolving Credit Lenders and Group Term Lenders holding Term A Loans that collectively hold more than 50% of the sum of (a) the Group Total Revolving Credit Outstandings (with the aggregate amount of each Group Revolving Credit Lender’s risk participation and funded participation in Group L/C Obligations and Group Swing Line Loans being deemed “held” by such Group Revolving Credit Lender for purposes of this definition), (b) aggregate unused Group Revolving Credit Commitments and (c) Group Total Term Loan Outstandings of Group Term Loans constituting Term A Loans.  The unused Group Revolving Credit Commitment of, and the portion of the Group Total Revolving Credit Outstandings held or deemed held by, any Group Defaulting Lender shall be disregarded at any time; provided that the amount of any participation in any Group Swing Line Loan and Group Unreimbursed Amounts that such Group Defaulting Lender has failed to fund that have not been reallocated to and funded by another Group Lender shall be deemed to be held by the Group Lender that is the Group Swing Line Lender or the relevant Group L/C Issuer, as the case may be, in making such determination.  The portion of the Group Total Term Loan Outstandings held or deemed held by any Defaulting Lender shall be disregarded.

Required Revolving Credit Lenders” means, as of any date of determination, Group Revolving Credit Lenders holding more than 50% of the sum of (a) the Group Total Revolving Credit Outstandings (with the aggregate amount of each Group Revolving Credit Lender’s risk participation and funded participation in Group L/C Obligations and Group Swing Line Loans being deemed “held” by such Group Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Group Revolving Credit Commitments.  The unused Group Revolving Credit Commitment of, and the portion of the Group Total Revolving Credit Outstandings held or

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deemed held by, any Group Defaulting Lender shall be disregarded in determining Required Revolving Credit Lenders at any time; provided that the amount of any participation in any Group Swing Line Loan and Group Unreimbursed Amounts that such Group Defaulting Lender has failed to fund that have not been reallocated to and funded by another Group Lender shall be deemed to be held by the Group Lender that is the Group Swing Line Lender or the relevant Group L/C Issuer, as the case may be, in making such determination.  “Required Revolving Credit Lenders” of a “Revolving Credit Tranche” has the corresponding meaning with respect to Group Total Revolving Credit Outstandings and Group Revolving Credit Commitments of such Revolving Credit Tranche only.

Required Term Lenders” of a “Class” means, as of any date of determination, Group Term Lenders holding more than 50% of the sum of the Group Total Term Loan Outstandings of the applicable Class.  The portion of the Group Total Term Loan Outstandings of the applicable Class held or deemed held by any Defaulting Lender shall be disregarded in determining Required Term Lenders of such Class at any time.

Resignation Effective Date” has the meaning specified in Section 9.06(a).

Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, treasurer, assistant treasurer or controller of a specified Loan Party, and solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a specified Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent, or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent.  Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of any Covenant Entity, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to any such Person’s stockholders, partners or members (or the equivalent of any thereof) in respect of such Equity Interest.

Restricted Subsidiary” of a Person means a Subsidiary of such Person that is not an Unrestricted Subsidiary.  No Intermediate Holding Company shall be a Restricted Subsidiary of Nexstar Media or a Restricted Subsidiary of another Intermediate Holding Company.  For the avoidance of doubt, all Subsidiaries of Intermediate Holding Companies (that are not an Intermediate Holding Company, but including Subsidiaries of Nexstar Media that are not Subsidiaries of the Borrower) that otherwise meet the requirements of the definition of “Restricted Subsidiaries” shall be Restricted Subsidiaries.

Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b).

Revolving Credit Commitment” means, as to each Revolving Credit Lender, the 2018 Revolving Credit Commitment and/or the 2020 Revolving Credit Commitment.

Revolving Credit Exposure” means, as to any Revolving Credit Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Revolving Credit Lender’s participation in L/C Obligations and Swing Line Loans at such time, in each case, under both the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche.

Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

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Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment or that holds Revolving Credit Loans at such time.

Revolving Credit Loan” has the meaning specified in Section 2.01(b).

Revolving Credit Note” means a promissory note made by the Borrower payable to any Revolving Credit Lender, or its registered assigns, evidencing Revolving Credit Loans or Swing Line Loans, as the case may be, made by such Revolving Credit Lender, substantially in the form of Exhibit C-1.  The Revolving Credit Note shall specify whether any portion of the amount payable thereunder is under the 2018 Revolving Credit Tranche or the 2020 Revolving Credit Tranche.

Revolving Credit Tranche” means the 2018 Revolving Credit Tranche or the 2020 Revolving Credit Tranche, as applicable.

S&P” means S&P Global Ratings or any successor thereto.

Sale Leaseback” means any transaction or series of related transactions pursuant to which a Person (a) sells, transfers or otherwise disposes of any property, real or personal, whether now owned or hereafter acquired, and (b) as part of such transaction, thereafter rents or leases such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold, transferred or disposed.

Sanction(s)” means any international economic sanction administered or enforced by OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

Scheduled Unavailability Date” has the meaning specified in Section 3.03.  

SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

Second Amendment Effective Date” has the meaning assigned to such term in Amendment No. 2, which shall be October 26, 2018.

Second Amendment Effective Date Term Loans” means the Term Facilities made on the Second Amendment Effective Date, which are so designated on the Fourth Amendment Effective Date Facilities Schedule.

Secured Hedge Agreement” means any Swap Contract (1) permitted under Section 7.02(c) that is entered into by and between any Covenant Entity and any Hedge Bank and (2) any other Swap Contract entered into by and between any Holding Company or a Variable Interest Entity of Nexstar Media other than a VIE Borrower and a Hedge Bank entered into for the purpose described in Section 7.02(c).  For the avoidance of doubt, (a) obligations under Swap Contracts entered into by and between a VIE Borrower and a Group Hedge Bank constitute VIE Secured Hedging/Cash Management Obligations and Secured Obligations, (b) no Swap Contract entered into with a Variable Interest Entity of Nexstar Media that was a VIE Borrower at the time the Swap Contract was entered into (regardless of whether such Variable Interest Entity remains a VIE Borrower) will ever constitute a Secured Hedge Agreement and (c) no Swap Contract entered into with a Holding Company will be a Secured Hedge Agreement unless the Swap Contract was for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates.

Secured Hedging/Cash Management Obligations” means (a) the obligations of any Covenant Entity, any Holding Company or any Variable Interest Entity of Nexstar Media other than a VIE Borrower, arising under any Secured Hedge Agreement and (b) Cash Management Obligations, in each case including interest, fees and other amounts that accrue after the commencement by or against any Loan Party, of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

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Secured Obligations” means, (a) the Obligations, (b) the Secured Hedging/Cash Management Obligations, (c) the VIE Obligations and the VIE Secured Hedging/Cash Management Obligations and (d) the Guarantee Obligations of any Nexstar Guarantor under the Guaranties in respect of obligations under other Group Credit Agreements and other Group Loan Documents; provided that the “Secured Obligations” shall exclude any Excluded Swap Obligations.

Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, the Swing Line Lender, the Cash Management Banks, the Hedge Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05, the “Secured Parties” as defined in each VIE Credit Agreement, and the other Persons the Secured Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Security Documents.

Securities Act” means the Securities Act of 1933.

Security Agreement” means that Guarantee and Security Agreement dated as of the Closing Date by and among Nexstar Media, the Borrower, each Intermediate Holding Company, the other grantors party thereto and the Collateral Agent.

Security Agreement Supplement” means the Guarantee and Security Agreement Supplement as defined in the Security Agreement.

Security Documents” means, collectively, the Security Agreement, the Mortgages (if any), the Mission Security Documents, each of the deeds of trust, mortgages, collateral assignments, Security Agreement Supplements, security agreements, pledge agreements, intellectual property security agreements, assignments, account control agreements, or other agreements granting Liens or security interests, or assignments, required to be delivered pursuant to Section 4.01, Section 6.11 or Section 6.14, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent or the Administrative Agent for the benefit of any of the Secured Parties securing all or any portion of the Nexstar Secured Obligations.

Senior 5⅞% Notes due 2022” means the 5⅞% Senior Notes due 2022 issued by LIN Television Corporation.

Senior 5⅞% Notes due 2022 Indenture” means that certain Indenture dated as of November 5, 2015 executed by and among Media General Financing Sub, Inc. (merged into LIN Television Corporation) in connection with the Senior 5⅞% Senior Notes due 2022 and any supplement or amendment thereto.

Senior 5⅞% Notes due 2022 Indenture Documentation” means that 5⅞% Senior Notes due 2022, the 5⅞% Senior Notes due 2022 Indenture, and all agreements and instruments executed by Media General Financing Sub, Inc. (merged into LIN Television Corporation) or any guarantors in connection with the Senior 5⅞% Notes due 2022 and the Senior 5⅞% Notes due 2022 Indenture.

Senior 6⅛% Notes due 2022” means the 6⅛% Senior Notes due 2022 issued by the Nexstar Borrower.

Senior 6⅛% Notes due 2022 Indenture” means that certain Indenture dated January 29, 2015, among the Nexstar Borrower, the Mission Borrower, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee under such Indenture, executed in connection with the Senior 6⅛% Notes due 2022 and any supplement or amendment thereto.

Senior 6⅛% Notes due 2022 Indenture Documentation” means the Senior 6⅛% Notes due 2022, the Senior 6⅛% Notes due 2022 Indenture, and all agreements and instruments executed by the Nexstar Borrower or any guarantors in connection with the Senior 6⅛% Notes due 2022 and the Senior 6⅛% Notes due 2022 Indenture.

Senior 6⅜% Notes due 2021” means the 6⅜% Senior Notes due 2021 issued by LIN Television Corporation.

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Senior 5⅝% Notes due 2024” means the Senior 5⅝% Notes due 2024 issued by Nexstar Escrow Corporation, a Delaware corporation that was merged into the Nexstar Borrower on the Closing Date.

Senior 5⅝% Notes due 2024 Indenture” means that certain Indenture dated July 27, 2016, among Nexstar Escrow Corporation, a Delaware corporation that was merged into the Nexstar Borrower on the Closing Date, the Mission Borrower, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee under such Indenture, executed in connection with the Senior 5⅝% Notes due 2024 and any supplement or amendment thereto.

Senior 5⅝% Notes due 2024 Indenture Documentation” means the Senior 5⅝% Notes due 2024, the Senior 5⅝% Notes due 2024 Indenture, and all agreements and instruments executed by the Nexstar Borrower or any guarantors in connection with the Senior 5⅝% Notes due 2024 and the Senior 5⅝% Notes due 2024 Indenture.

Senior 5⅝% Notes due 2027” means the Senior 5⅝% Notes due 2027 issued by Nexstar Escrow, Inc., a Delaware corporation that was merged into the Nexstar Borrower on the Third Amendment Effective Date.

Senior 5⅝% Notes due 2027 Indenture” means that certain Indenture dated July 3, 2027, among Nexstar Escrow, Inc., a Delaware corporation that was merged into the Nexstar Borrower on the Third Amendment Effective Date, the Mission Borrower, the guarantors party thereto and Citibank, N.A., as trustee under such Indenture, executed in connection with the Senior 5⅝% Notes due 2027 and any supplement or amendment thereto.

Senior 5⅝% Notes due 2027 Indenture Documentation” means the Senior 5⅝% Notes due 2027, the Senior 5⅝% Notes due 2027 Indenture, and all agreements and instruments executed by the Nexstar Borrower or any guarantors in connection with the Senior 5⅝% Notes due 2027 and the Senior 5⅝% Notes due 2027 Indenture.

Senior Notes” means, (a) the Senior 6⅛% Notes due 2022, (b) the Senior 5⅞% Notes due 2022, (c) the Senior 5⅝% Notes due 2024 and (d) the Senior 5⅝% Notes due 2027.

Senior Notes Indenture Documentation” means, collectively (a) the Senior 6⅛% Notes due 2022 Indenture Documentation, (b) the Senior 5⅞% Notes due 2022 Indenture Documentation, (c) the Senior 5⅝% Notes due 2024 Indenture Documentation and the Senior 5⅝% Notes due 2027 Indenture Documentation.

Shared Services Agreement” means a shared services arrangement or other similar contractual arrangement pursuant to which a Person owning a television broadcast station provides certain technical, business, management, administrative, back-office or other services in support of the business or operation of a second television broadcast station owned by another Person (who is not an Affiliate of the first Person).

Shared Services Party” means, each VIE Borrower and, with respect to any Shared Services Party Station, any other Person (a) that holds the Broadcast Licenses with respect to such Shared Services Party Station, (b) that is a party to a Sharing Arrangement with any Covenant Entity with respect to such Shared Services Party Station, and (c) that is consolidated with Nexstar Media in accordance with GAAP.

Shared Services Party Acquisition” means the acquisition of a Shared Services Party Station, whether by means of the acquisition of all of the assets of such Shared Services Party Station by a Shared Services Party, the acquisition of a portion of the assets of such Shared Services Party Station by a Shared Services Party with the remaining portion being acquired by one or more Covenant Entities or otherwise.

Shared Services Party Credit Facility” means a loan facility to be entered into by a Shared Services Party Debtor and the lenders party thereto for the purpose of financing the purchase price of a Shared Services Party Acquisition and paying any fees, commissions and expenses in connection therewith.

Shared Services Party Debtor” means any Shared Services Party that incurs any Indebtedness, all or any portion of which is (a) secured by any portion or all of the assets or properties of one or more Covenant Entities or (b) Guaranteed by one or more Covenant Entities, or any combination thereof.

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Shared Services Party Station” means any television broadcast station, other than a Station (including, without limitation, certain licenses (including all permits, licenses and authorizations of the FCC with respect to such station), equipment, real property, contracts and intellectual property and other assets related to the operation of such station), that is subject to a Sharing Arrangement entered into by a Covenant Entity, but excluding any Station Sharing Arrangements.

Sharing Arrangement” means any Shared Services Agreement, Joint Sales Agreement or Local Marketing Agreement.

Sold Entity or Business” has the meaning specified in the definition of the term “Consolidated EBITDA.”

Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date, on a consolidated basis, (a) has property with fair value greater than the total amount of its debts and liabilities, contingent (it being understood that the amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability), subordinated or otherwise, (b) has assets with present fair salable value not less than the amount that will be required to pay its liability on its debts as they become absolute and matured, (c) will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as they become absolute and matured and (d) is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which its property would constitute an unreasonably small capital.

Specified Acquisition Agreement Representations” means the representations made by Media General in the Merger Agreement that are material to the interests of the Lenders, but only to the extent that Nexstar Media or Merger Sub has the right to terminate its obligations under the Merger Agreement or to decline to consummate the Acquisition as a result of a breach of such representations in the Merger Agreement.

Specified Equity Contribution” means any direct or indirect equity investment in the Nexstar Borrower in cash in the form of common Equity Interests (or other Qualified Equity Interests reasonably acceptable to the Administrative Agent) made pursuant to Section 8.05.

Specified Representations” means the representations and warranties of the Holding Companies and the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

Specified Transaction” means any Investment, Disposition, incurrence or repayment of Indebtedness, Restricted Payment, Subsidiary designation (as a Restricted Subsidiary or an Unrestricted Subsidiary), discontinuance of operations, the incurrence of Incremental Term Loans or Incremental Revolving Commitments, or any other event that by the terms of this Agreement requires such test to be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect”; provided that any increase in the Revolving Credit Commitment, for purposes of this “Specified Transaction” definition, shall be deemed to be fully drawn; provided, further, that any such Specified Transaction having an aggregate value of less than $5,000,000 shall not be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect.”  “Specified Transactions” shall also include such transactions described above under other Group Credit Agreements.

Station” means, at any time and with respect to the television broadcast stations of the Borrower (or, as applicable any Subsidiary of the Borrower) (a) as set forth on Schedule 1.01(b) hereto, or (b) as acquired, directly or indirectly, by a Covenant Entity (other than a Digital Business Entity) after the Closing Date pursuant to a transaction permitted under the Loan Documents; provided, that any such television broadcast station that ceases to be owned, directly or indirectly, by a Covenant Entity pursuant to a transaction permitted under the Loan Documents shall, upon the consummation of such transaction, cease to be a “Station” hereunder.  This definition of “Station” may be used with respect to any single television station meeting any of the preceding requirements or all such television stations, as the context requires.

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Station Sharing Arrangement” means any Sharing Arrangement under which a Person, other than a Covenant Entity, provides services or obtains the right to provide programming to, or sells advertising availabilities on or with respect to, a Station.

Strategic Shared Services Party” means any Person, other than a Shared Services Party, that is party to a Sharing Arrangement with any Covenant Entity (other than a Digital Business Entity).

Subordinated Debt” means Indebtedness incurred by a Covenant Entity that by its terms is subordinated in right of payment to the prior payment of all Obligations of such Covenant Entity under the Loan Documents.

Subordinated Debt Documents” means any agreement, indenture and instrument pursuant to which any Subordinated Debt is issued, in each case as amended to the extent permitted under the Loan Documents.

Subordination Provisions” has the meaning specified in Section 8.01(l).

Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.  For the avoidance of doubt, a Variable Interest Entity of a Person is not a Subsidiary of such Person.

Surviving Indebtedness” has the meaning specified in Section 7.02(s).

Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Group Lender or any Affiliate of a Group Lender).

Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

Swing Line Facility” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

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Swing Line Lender” means Bank of America, N.A., and its Subsidiaries and Affiliates, or any successor swing line lender(s) hereunder.

Swing Line Loan” has the meaning specified in Section 2.04(a).

Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit B, or in such other form agreed to by the Borrower and the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.

Swing Line Sublimit” means an amount equal to the lesser of (a) $25,000,000 and (b) the aggregate principal amount of the Revolving Credit Commitments.  The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

Term A Loans” means a term loan “A” facility as such term is understood in the leveraged finance market and which is marketed primarily to banking institutions rather than to institutional investors and any increase to any Term Facility constituting Term A Loans.  Term Facilities constituting Term A Loans are so designated on the Facilities Schedule.

Term A-4 Lender” shall have the meaning provided for such term in Amendment No. 2.

Term A-4 Loan” means an advance made by the Term A-4 Lenders of Term Loans on the Second Amendment Effective Date constituting Term A-4 Loans.

Term A-4 Loan Commitment” means the commitment of each Term A-4 Lender to make a Term A-4 Loan on the Second Amendment Effective Date in an amount set forth under “Term A-4 Loans” as such amount may be adjusted from time to time in accordance with this Agreement.

Term A-5 Lender” shall have the meaning provided for such term in Amendment No. 3.

Term A-5 Loan” means an advance made by the Term A-5 Lenders of Term Loans on the Third Amendment Effective Date constituting Term A-5 Loans.

Term A-5 Loan Commitment” means the commitment of each Term A-5 Lender to make a Term A-5 Loan on the Third Amendment Effective Date in an amount set forth under “Term A-5 Loans” as such amount may be adjusted from time to time in accordance with this Agreement.

Term B Loan Standstill End Date” has the meaning specified in Section 8.01.

Term B Loan Standstill Period” has the meaning specified in Section 8.01.

Term B Loans” means a term loan “B” facility as such term is understood in the leveraged finance market and which is marketed primarily to institutional investors and any increase to any Term Facility constituting Term B Loans.  Term Facilities constituting Term B Loans are so designated on the Facilities Schedule.

Term B-3 Lender” shall have the meaning provided for such term in Amendment No. 2.

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Term B-3 Loan Commitment” means the commitment of the Term B-3 Lender to make a Term B-3 Loan on the Second Amendment Effective Date in an amount set forth under the caption “Term B-3 Loan” as such amount may be adjusted from time to time in accordance with this Agreement.  

Term B-3 Loan” means an advance made by any Term B-3 Lender of Second Amendment Effective Date Term Loans constituting Term B-3 Loans.

Term B-4 Lender” shall have the meaning provided for such term in Amendment No. 3.

Term B-4 Loan Commitment” means the commitment of the Term B-4 Lender to make a Term B-4 Loan on the Third Amendment Effective Date in an amount set forth under the caption “Term B-4 Loan” as such amount may be adjusted from time to time in accordance with this Agreement.  

Term B-4 Loan” means an advance made by any Term B-4 Lender of Third Amendment Effective Date Term Loans constituting Term B-4 Loans.

Term Borrowing” means a borrowing consisting of Term Loans of the same Type and the same Class and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term Lenders of the applicable Class under this Agreement.

Term Facility” means, at any time, the aggregate principal amount of the Term Loans of all Term Lenders of the applicable Class outstanding at such time.

Term Lender” of a “Class” means at any time, any Lender that has a Term Loan of the applicable Class at such time.

Term Loan” means the term loans made by the Term Lenders pursuant to Section 2.01(a), Incremental Term Loans, Incremental Term Loan Increases, Extended Term Loans and Refinancing Term Loans.

Term Loan Mandatory Prepayment Amount” has the meaning specified in Senior 5⅝% Notes due 2024 Indenture Documentation.

Term Note” means a promissory note made by the Borrower in favor of a Term Lender, or its registered assigns, evidencing Term Loans made by such Term Lender, substantially in the form of Exhibit C-2.

Test Period” means, at any date of determination, the most recently completed four consecutive fiscal quarters of the Consolidated Group Entities ending on or prior to such date for which financial statements have been or are required to be delivered pursuant to Section 6.01(a) or (b) of the Nexstar Credit Agreement.

Third Amendment Effective Date” has the meaning assigned to such term in Amendment No. 3, which shall be September 19, 2019.

Third Amendment Effective Date Term Loans” means the Term A-5 Loans and the Term B-4 Loans made on the Third Amendment Effective Date.

Threshold Amount” means $150,000,000.

Total Assets” means, as of any date, the total assets of the Consolidated Group Entities on a consolidated basis, as shown on the most recent consolidated balance sheet of Nexstar Media delivered pursuant to Section 6.01(a) or (b) (or, for the period prior to the time any such statements are so delivered pursuant to such sections, the pro forma financial statements of Nexstar Media giving effect to the Transactions).

Total Outstandings” means the sum of the aggregate Outstanding Amount of all Loans and all L/C Obligations.

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Total Revolving Credit Outstandings” means, on any date of determination, the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations on such date.

Total Term Loan Outstandings” of a “Class” means on any date of determination, the aggregate Outstanding Amount of all Term Loans of the applicable Class on such date.

Transaction Expenses” means (a) all premiums, fees, costs and expenses incurred or payable by or on behalf of any Consolidated Group Entity in connection with the Transactions, including, without limitation, the funding of any original issue discount, upfront fees and legal expenses and (b) any payments made in connection with settling any claims or actions arising from dissenting stockholders exercising appraisal rights in respect of the Acquisition.

Transactions” means, collectively, (a) the Acquisition and other related transactions contemplated by the Merger Agreement, including any divestiture contemplated by the Merger Agreement, transactions in relation to the CVR Agreement, the combination of Media General Digital Business Assets with Enterprise Technology LLC and its direct or indirect Subsidiaries and the consolidation of former subsidiaries of Media General, in each case consummated prior to, on or after the Closing Date, (b) the negotiation, execution and delivery of the Loan Documents and other Group Loan Documents and the extension of credit thereunder on the Closing Date, (c) the issuance of the Senior 5⅝% Notes due 2024 on or prior to the Closing Date, (d) the Refinancing, (e) the consummation of any other transactions in connection with the foregoing and (f) the payment of Transaction Expenses.

Transformative Acquisition” means, any acquisition by a Consolidated Group Entity that (a) is not permitted by the terms of any Group Loan Document immediately prior to the consummation of such acquisition or (b) if permitted by the terms of Group Loan Documents immediately prior to the consummation of such acquisition, would not provide the Consolidated Group Entities with adequate flexibility under the Group Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by Nexstar Media acting in good faith.

Tribune” means Tribune Media Company, a Delaware corporation.

Tribune Acquisition” means the acquisition by the Borrower of Tribune by causing the Tribune Merger Sub to merge with and into Tribune, with Tribune being the surviving corporation, on the terms and subject to the conditions set forth in the Tribune Merger Agreement.

Tribune Credit Agreement” means that certain Credit Agreement, dated as of December 27, 2013, by and among Tribune, the other parties thereto and JPMorgan Chase Bank, N.A. as the administrative agent.

Tribune Divestiture Transactions” means the divestiture transactions contemplated under the Tribune Merger Agreement to be consummated on or prior to the Third Amendment Effective Date, including pursuant to (a) the Asset Purchase Agreement, dated as of March 20, 2019, by and among Nexstar Media, Scripps Media, Inc., a Delaware corporation and Scripps Broadcasting Holdings, LLC, a Nevada limited liability company, (b) the Asset Purchase Agreement, dated as of March 20, 2019, by and among Nexstar Media, Belo Holdings, Inc., a Delaware corporation and Tegna Inc., a Delaware corporation and (c) the Asset Purchase Agreement, dated as of April 7, 2019, by and between the Borrower and Circle City Broadcasting I, Inc.

Tribune Existing Letters of Credit” means the letters of credit set forth on Schedule B to Amendment No. 3.

Tribune Refinancing” means (a) the repayment in full and termination of all commitments under the Tribune Credit Agreement and (b) the redemption in full of the senior notes due 2022 issued by Tribune.

Tribune Merger Agreement” means the Agreement and Plan of Merger, dated as of November 30, 2018 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto), by and among Tribune Media Company, a Delaware corporation, Nexstar Media and Tribune Merger Sub.

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Tribune Merger Sub” means Titan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Borrower.

Tribune Transaction Expenses” means (a) all premiums, fees, costs and expenses incurred or payable by or on behalf of any Consolidated Group Entity in connection with the Tribune Transactions, including, without limitation, the funding of any original issue discount, upfront fees and legal expenses and (b) any payments made in connection with settling any claims or actions arising from dissenting stockholders exercising appraisal rights in respect of the Tribune Acquisition.

Tribune Transactions” means, collectively, (a) the Tribune Acquisition, (b) the Tribune Refinancing, (c) the Tribune Divestiture Transactions, (d) the Amendment No. 3 Transactions, (e) the issuance of the Senior 5⅝% Notes due 2027 on or prior to the Third Amendment Effective Date, (f) the consummation of any other transactions in connection with the foregoing and (g) the payment of Tribune Transaction Expenses.

Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

United States” and “U.S.” mean the United States of America.

Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

Unrestricted Subsidiary” means (a) as of the Closing Date, each Subsidiary of the Consolidated Group Entities listed on Schedule 1.01(e), (b) each Subsidiary of the Consolidated Group Entities designated by the board of directors of the applicable Group Borrower as an “Unrestricted Subsidiary” pursuant to Section 10.23 of any Group Credit Agreement subsequent to the Closing Date and (c) any Subsidiary of an Unrestricted Subsidiary; provided that, notwithstanding the foregoing or any other provision in any Group Credit Agreement or any other Group Loan Document to the contrary (i) no Subsidiary of a Consolidated Group Entity that executes and delivers (or has executed and delivered) (A) any Loan Document, including without limitation a Guaranty or any Security Document, or (B) a Guarantee of (or provides or has provided any other credit support for) any Indenture Documentation, Subordinated Debt, or any other public indebtedness of any Consolidated Group Entity, shall be designated as an Unrestricted Subsidiary and (ii) no Subsidiary of a Consolidated Group Entity shall be considered an “Unrestricted Subsidiary” if it does not receive similar treatment under all of the Indenture Documentation (to the extent such Consolidated Group Entity is subject to such Indenture Documentation).  Neither the Borrower nor any Intermediate Holding Company shall be an Unrestricted Subsidiary of Nexstar Media.

U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(III).

Variable Interest Entity” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity with respect to which such Person is deemed to have a controlling financial interest and is required to consolidate in such Person’s financial statement pursuant to ASC 810 (Consolidation under GAAP), as reasonably determined by such Person in good faith; provided that, with respect to each Variable Interest Entity of Nexstar Media, Sharing Arrangements between each such Variable Interest Entity or a Subsidiary thereof (other than a Digital Business Entity) and the Borrower or one or more Restricted Subsidiaries of the Borrower, covering all of the Shared Services Party Stations of such Variable Interest Entity shall have been entered into, and with respect to any such Sharing Arrangements, no material portion shall have become invalid, terminated or expired.  Notwithstanding the foregoing or any other term or provision in any Group Loan Document to the contrary, each VIE Borrower shall be deemed to be a Variable Interest Entity of Nexstar Media for so long as the

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applicable VIE Credit Agreement remains outstanding.  For the avoidance of doubt, a Subsidiary of a Person is not a Variable Interest Entity of such Person.

VIE Asset Sale” means a Disposition by a Group Covenant Entity pursuant to Section 7.05(n) of a VIE Credit Agreement or by a “Covenant Entity” (as defined therein) pursuant to Section 2.05(n) of Annex I of a VIE Guarantee and Security Agreement notified by the Group Administrative Agent to the Administrative Agent in writing.

VIE Asset Swap” means a Disposition by a Group Covenant Entity pursuant to Section 7.05(m) of a VIE Credit Agreement or by a “Covenant Entity” (as defined therein) pursuant to Section 2.05(m) of Annex I of a VIE Guarantee and Security Agreement notified by the Group Administrative Agent to the Administrative Agent in writing.

VIE Borrower” means, as applicable, any of (a) the Mission Borrower and the Shield Borrowers, and (b) any other Variable Interest Entity of Nexstar Media that becomes a “VIE Borrower” pursuant to an amendment to this Agreement in accordance with the provisions of Section 10.26, in each case, only for so long as its applicable VIE Credit Agreement remains outstanding.

VIE Credit Agreement” means (a) on the Closing Date, each credit agreement with each of the Mission Borrower, the Marshall Borrower and the Shield Borrowers and (b) thereafter, each credit agreement with any other Variable Interest Entity of Nexstar Media that is designated as a “VIE Credit Agreement” pursuant to an amendment to this Agreement in accordance with the provisions of Section 10.26.

VIE Guarantee and Security Agreement” means a guarantee and security agreement in substantially the form attached hereto as Exhibit K.

VIE Obligations” means the “Obligations” under and as defined in each VIE Credit Agreement.

VIE Secured Hedging/Cash Management Obligations” means the “Secured Hedging/Cash Management Obligations” under and as defined in each VIE Credit Agreement.

VIE Secured Obligations” means the “Secured Obligations” under and as defined in each VIE Credit Agreement.

Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:  (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness; provided that the effects of any prepayment made on such Indebtedness shall be disregarded in making such calculation.

Wholly-Owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (a) director’s qualifying shares, (b) shares issued to foreign nationals to the extent required by applicable Law and (c) other de minimis share issuances required by local Law) are owned by such Person and/or by one or more Wholly-Owned Subsidiaries of such Person.

Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.02Other Interpretive Provisions

.  With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

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(a)The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) herein or in any other Loan Document shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, and shall specifically include all Schedules and Exhibits to each such document, including but not limited to, the Facilities Schedule to this Agreement, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.  The Facilities Schedule and all other Schedules and Exhibits, shall in each case be deemed to be a part of this Agreement and all provisions of the Facilities Schedule shall be subject in all cases to the terms and provisions of this Agreement and the other Loan Documents as if each such term had been included in the applicable provisions of this Agreement.

(b)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(c)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03Accounting Terms; Calculation of Financial Covenant and Other Financial Ratios and Terms

.

(a)Generally.  All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.  Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

(b)Changes in GAAP.  If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Majority Lenders shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Majority Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.  Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.  In addition and

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notwithstanding any provision herein or in any Group Loan Document to the contrary, each VIE Borrower shall be deemed to be a Variable Interest Entity of Nexstar Media for so long as the applicable VIE Credit Agreement remains outstanding irrespective of any change in GAAP.

1.04Rounding

.  Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement or required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05Timing of Payment or Performance

.  When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

1.06Times of Day

.  Unless otherwise specified, all references herein to times of day shall be references to central time (daylight or standard, as applicable).

1.07Letter of Credit Amounts

.  Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.  For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

1.08Certain Calculation and Tests

.

(a)With respect to the Consolidated Group Entities, in calculating financial ratios or results of operations, or financial performance in any manner (including without limitation the calculation of Excess Cash Flow) and for financial reporting purposes, the consolidated financial position and consolidated results of operations of each Variable Interest Entity of Nexstar Media shall be included, without duplication.

(b)Notwithstanding anything to the contrary herein, for purposes of determining compliance with any test contained in this Agreement with respect to any period during which any Specified Transaction occurs, the Consolidated Total Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio and the Consolidated First Lien Net Leverage Ratio shall be calculated with respect to such period and such Specified Transaction on a Pro Forma Basis.

(c)For purposes of determining compliance with any Section of Article VII, in the event that any Lien, Investment or Indebtedness meets the criteria of one or more of the categories of transactions permitted pursuant to any clause of such Sections, the Borrower may, in its sole discretion, divide, classify and reclassify or later divide, classify or reclassify such items (or any portion thereof) in one or more of such categories; provided that all Obligations and other Indebtedness outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in Section 7.02(a).

(d)Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of Nexstar Media (Nexstar Media’s election to exercise such option in

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connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Covenant Entities could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with.  For the avoidance of doubt, if and after Nexstar Media has made an LCA Election for any Limited Condition Acquisition, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions.  If Nexstar Media has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, the determination of the Applicable Rate or the Financial Covenant) or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated except that Consolidated EBITDA, Total Assets and Consolidated Net Income of any target of such Limited Condition Acquisition shall not be used in the determination of the relevant ratios and baskets for any purpose other than the incurrence test under which such Limited Condition Acquisition is being made unless and until such acquisition has closed.

(e)Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that does not require compliance with a financial ratio or test (including, without limitation, pro forma compliance with the Financial Covenant, any Consolidated First Lien Net Leverage Ratio test, any Consolidated Secured Net Leverage Ratio test, any Consolidated Total Net Leverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence.

ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS

2.01The Loans

.

(a)The Term Loans.

(i)[Reserved].

(ii)Term A-5 Loans.  Subject to the terms and conditions set forth herein and in Amendment No. 3, each Term A-5 Lender agrees to make a Term A-5 Loan to the Borrower on the Third Amendment Effective Date in Dollars in a principal amount not to exceed its Term A-5 Loan Commitment.  

(iii)[Reserved].

(iv)Term B-4 Loan.  Subject to the terms and conditions set forth herein and in Amendment No. 3, the Term B-4 Lender agrees to make a Term B-4 Loan to the Borrower on the Third Amendment Effective Date in Dollars in a principal amount not to exceed its Term B-4 Loan Commitment.

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(v)General.  Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed.  Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

(b)The Revolving Credit Loans.  Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “Revolving  Credit Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that after giving effect to any such Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, and (ii) the Revolving Credit Exposure of any Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitments.  Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b).  Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

(c)Revolving Credit Tranches.  The 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche shall be treated in the same manner in all respects under this Agreement, including: (i) all Revolving Credit Borrowings shall be allocated on a pro rata basis between the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche, (ii) all prepayments and repayments shall be allocated on a pro rata basis between the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche and (iii) Borrowings of Eurodollar Rate Loans under the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche shall at all times have the same Interest Period; except that: (i) the Applicable Rates for the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche shall be as set forth in the Facilities Schedule and shall be different, (ii) the Revolving Credit Lenders shall not be required to assign or participate their Revolving Credit Commitments under the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche on a pro rata basis, (iii) as set forth in the Facilities Schedule, the 2018 Revolving Credit Tranche shall “Constitute Same Class With” the 2018 Revolving Credit Tranche (as defined in the Mission Credit Agreement) and the “Revolving Credit Commitments” (as defined in the Shield Credit Agreements) and the 2020 Revolving Credit Tranche shall “Constitute Same Class With” the 2020 Revolving Credit Tranche (as defined in the Mission Credit Agreement) and shall not “Constitute Same Class With” any credit facility under the Shield Credit Agreement, (iv) the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche may be terminated pursuant to Section 2.06(a) or re-allocated pursuant to Section 2.06(d) on a non-pro rata basis, (v) any Incremental Revolving Commitments or Incremental Revolving Facility may increase or refinance the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche on a non-pro rata basis, (vi) the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche may be extended pursuant to Section 2.15 on a non-pro rata basis and (vii) Letters of Credit issued hereunder shall, at the Borrower’s election, be issued under either, but not both of, the 2018 Revolving Credit Tranche or the 2020 Revolving Tranche, and participations in L/C Obligations in respect of Letters of Credit shall be allocated only to the Revolving Lenders under the applicable Tranche.  Each Loan Notice delivered in connection with a Revolving Credit Borrowing and each notice delivered in connection with a prepayment or repayment of Revolving Credit Loans shall specify the amount of Revolving Credit Loans to be incurred, prepaid or repaid, as applicable, under the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche, respectively.  

Notwithstanding any provision herein or in any other Group Loan Document to the contrary, concurrently with any reallocation of Revolving Commitments pursuant to Section 2.06(d) or any other transaction permitted hereunder that results in the relative percentage of Total Revolving Credit Outstandings (excluding Outstanding Amounts in respect of L/C Obligations) hereunder in respect of the 2020 Revolving Credit Tranche and the 2018 Revolving Credit Tranche failing to correspond to the relative percentage of Revolving Credit Commitments hereunder in respect of the 2020 Revolving Credit Tranche and the 2018 Revolving Credit Tranche at such time, the Borrower shall make Borrowings and repayments of Revolving Credit Loans on a non-pro rata basis between 2020 Revolving Credit Tranche and the 2018 Revolving Credit Tranche in amounts necessary to cause the relative percentage of Total Revolving Credit Outstandings (excluding Outstanding Amounts in respect of L/C Obligations) hereunder in respect of the 2020 Revolving Credit Tranche and the 2018 Revolving Credit Tranche to correspond to the relative percentage of Revolving Credit Commitments hereunder in respect of the 2020 Revolving Credit Tranche and the 2018 Revolving Credit Tranche at such time, as determined by the Administrative Agent in consultation with the Borrower and as confirmed by the Borrower in a Loan Notice and prepayment notice specifying the amount of Revolving Credit Loans that it intends to borrow or repay under the 2020 Revolving Credit Tranche and the 2018 Revolving Credit Tranche, as applicable.  

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2.02Borrowings, Conversions and Continuations of Loans

.

(a)Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Loans from one Type to the other, and each continuation of Eurodollar Rate Loans other than pursuant to Sections 2.01(a)(ii) and 2.01(a)(iv) shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Loan Notice; provided that any telephone notice must be confirmed promptly by delivery to the Administrative Agent of a Loan Notice.  Each such notice must be received by the Administrative Agent not later than 10:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of or continuation of Eurodollar Rate Loans or of any conversion of Base Rate Loans to Eurodollar Rate Loans or Eurodollar Rate Loans to Base Rate Loans (or with respect to the Borrowing on the Closing Date, one Business Day prior to the requested date of such Borrowing), and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them.  Not later than 10:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders.  Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.  Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof.  Each Loan Notice shall specify (i) whether the Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a conversion of Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto.  If the Borrower fails to specify a Type of Loan in a Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or converted to, Base Rate Loans.  Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans.  If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month (except in the case of the initial Interest Period for the Term A-4 Loans and Term B-3 Loans, which shall each be determined in accordance with the definition of Interest Period).  For the avoidance of doubt, the Borrower and the Lenders acknowledge and agree that any conversion or continuation of an existing Loan shall be deemed to be a continuation of that Loan with a converted interest rate methodology and not a new Loan.  Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.

(b)Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage under the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in the preceding subsection.  In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 noon on the Business Day specified in the applicable Loan Notice.  Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date a Loan Notice with respect to a Revolving Credit Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above.

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(c)Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan, unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith.  During the existence of an Event of Default, the Administrative Agent or the Majority Lenders may require that no Loans may be converted to or continued as Eurodollar Rate Loans without the consent of the Majority Lenders.

(d)The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate.  The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error.  At any time Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e)Anything in subsections (a) to (d) above to the contrary notwithstanding after giving effect to all Term Borrowings and Revolving Credit Borrowings, all conversions of Term Loans and Revolving Credit Loans from one Type to the other, and all continuations of Term Loans and Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect for Term Borrowings and Revolving Credit Borrowings.  

2.03Letters of Credit

.

(a)The Letter of Credit Commitment.

(i)Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03 (including under Section 2.03 of the Original Credit Agreement and Section 2.03 of this Agreement as in effect immediately prior to the Fourth Amendment Effective Date), (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower and its Subsidiaries, and to amend or renew Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit, and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued under this Agreement; provided that (a) after giving effect to any L/C Credit Extension with respect to any Letter of Credit, the Total Revolving Credit Outstandings under the applicable Revolving Credit Tranche shall not exceed the amount of Commitments under such Revolving Credit Tranche, and (b) no L/C Issuer shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit and no Revolving Credit Lender shall be obligated to participate in any Letter of Credit if after giving effect to such L/C Credit Extension, (x) the Revolving Credit Exposure of any Revolving Credit Lender under the applicable Revolving Credit Tranche would exceed such Revolving Credit Lender’s Revolving Credit Commitment under such Revolving Credit Tranche or (y) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit Sublimit.  Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.  From and after the Third Amendment Effective Date, the Tribune Existing Letters of Credit shall be deemed to be issued under this Agreement and the terms of this Section 2.03 shall apply to the Existing Letters of Credit in all respects.  For the avoidance of doubt, each Letter of Credit shall be issued, at the Borrower’s election, under either, but not both of, the 2018 Revolving Credit Tranche or the 2020 Revolving Tranche; provided that each Letter of Credit outstanding hereunder on the Fourth Amendment Effective Date shall be deemed to be outstanding under the 2018 Revolving Credit Tranche.

(ii)An L/C Issuer shall not issue any Letter of Credit if:

(A)subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last renewal, unless the Required Revolving Credit Lenders of the applicable Revolving Credit Tranche have approved such expiry date; or

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(B)subject to Section 2.03(b)(iii), the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Revolving Credit Lenders under the applicable Revolving Credit Tranche and such L/C Issuer have approved such expiry date or (y) the Borrower has entered into arrangements reasonably satisfactory to the relevant L/C Issuer to Cash Collateralize the Outstanding Amount of such L/C Obligations or backstop such Letter of Credit on the later of (I) the date of issuance of such Letter of Credit and (II) the 30th day prior to the Letter of Credit Expiration Date.

(iii)An L/C Issuer shall not be under any obligation to issue any Letter of Credit if:  

(A)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated for hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such L/C Issuer is not otherwise compensated for hereunder and in good faith deems material to it;

(B)the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer applicable to letters of credit generally;

(C)except as otherwise agreed by the Administrative Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $20,000;

(D)the Letter of Credit is to be denominated in a currency other than Dollars;

(E)any Revolving Credit Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has Fronting Exposure, as it may elect in its sole discretion; or

(F)the Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder.

(iv)An L/C Issuer shall not amend any Letter of Credit if such L/C Issuer would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

(v)An L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) such L/C Issuer would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(vi)An L/C Issuer shall act on behalf of the Revolving Credit Lenders of the applicable Revolving Credit Tranche with respect to any Letters of Credit issued by it and the documents associated therewith, and such L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included such L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to such L/C Issuer.

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(b)Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit.

(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower.  Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by such L/C Issuer, by personal delivery or by any other means acceptable to such L/C Issuer.  Such Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 10:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the relevant L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer:  (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day), (B) the amount thereof, (C) the expiry date thereof, (D) the name and address of the beneficiary thereof, (E) the documents to be presented by such beneficiary in case of any drawing thereunder, (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder, (G) the purpose and nature of the requested Letter of Credit, (H) the Revolving Credit Tranche under which such Letter of Credit is to be issued and (I) such other matters as the relevant L/C Issuer may reasonably require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended, (2) the proposed date of amendment thereof (which shall be a Business Day), (3) the nature of the proposed amendment, and (4) such other matters as the relevant L/C Issuer may reasonably require.  Additionally, the Borrower shall furnish to the relevant L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the relevant L/C Issuer or the Administrative Agent may reasonably require.

(ii)Promptly after receipt of any Letter of Credit Application, the relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative Agent with a copy thereof.  Unless the relevant L/C Issuer has received written notice from the Administrative Agent, any Revolving Credit Lender under the applicable Revolving Credit Tranche or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not have been satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices.  Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender under the applicable Revolving Credit Tranche shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Percentage of the applicable Revolving Credit Tranche times the amount of such Letter of Credit.

(iii)If the Borrower so requests in any applicable Letter of Credit Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the relevant L/C Issuer to prevent any such renewal at least once in each 12-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such 12-month period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request to the relevant L/C Issuer for any such renewal.  Once an Auto-Renewal Letter of Credit has been issued, the Revolving Credit Lenders under the applicable Revolving Credit Tranche shall be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date (unless the Borrower has entered into arrangements reasonably satisfactory to the relevant L/C Issuer to Cash Collateralize the Outstanding Amount of such L/C Obligations or backstop such Letter of Credit on the later of (I) the date of issuance of such Letter of Credit and (II) the 30th day prior to the Letter of Credit Expiration Date); provided, however, that the relevant L/C Issuer shall not permit any such renewal if (A) the relevant L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of clause (ii) or (iii) of

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Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone followed promptly in writing) on or before the day that is seven Business Days before the Nonrenewal Notice Date from the Administrative Agent, any Revolving Credit Lender under the applicable Revolving Credit Tranche or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the relevant L/C Issuer not to permit such renewal.

(iv)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)Drawings and Reimbursements; Funding of Participations.

(i)Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof.  Not later than 10:00 a.m. on the Business Day immediately following the Business Day on which the Borrower shall have received notice of any Honor Date (or, if the Borrower shall have received such notice later than 10:00 a.m. on any Business Day, on the second succeeding Business Day) (each such date, a “Borrower Honor Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on such Honor Date plus interest accruing at the Base Rate from the Honor Date to the date of reimbursement by the Borrower on the Borrower Honor Date.  If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender under the applicable Revolving Credit Tranche of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Applicable Percentage under the applicable Revolving Credit Tranche thereof.  In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Borrower Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders, and subject to the conditions set forth in Section 4.02(b).  Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii)Each Revolving Credit Lender under the applicable Revolving Credit Tranche (including any such Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the relevant L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the applicable Revolving Credit Tranche of the Unreimbursed Amount in respect of a Letter of Credit not later than 12:00 noon on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the relevant L/C Issuer.

(iii)With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  In such event, the payment of each Revolving Credit Lender under the applicable Revolving Credit Tranche to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)Until each Revolving Credit Lender under the applicable Revolving Credit Tranche funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of the applicable Revolving Credit Tranche of such amount shall be solely for the account of the relevant L/C Issuer.

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(v)The obligation of each Revolving Credit Lender under the applicable Revolving Credit Tranche to make Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that the obligation of each Revolving Credit Lender under the applicable Revolving Credit Tranche to make Revolving Credit Loans (but not L/C Advances) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice).  No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi)If any Revolving Credit Lender under the applicable Revolving Credit Tranche fails to make available to the Administrative Agent for the account of the relevant L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the applicable Overnight Rate then in effect, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be.  A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent demonstrable error.

(d)Repayment of Participations.

(i)At any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Revolving Credit Lender its Applicable Percentage under the applicable Revolving Credit Tranche thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii)If any payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Revolving Credit Lender under the applicable Revolving Credit Tranche shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage under the applicable Revolving Credit Tranche thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate.  The obligations of the Revolving Credit Lenders of the applicable Revolving Credit Tranche under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)Obligations Absolute.  The obligation of the Borrower to reimburse the relevant L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)any lack of validity or enforceability of such Letter of Credit, this Agreement, any other Loan Document or any other agreement or instrument relating to any of the foregoing;

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(ii)the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii)any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)waiver by the relevant L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or any waiver by the L/C Issuer which does not in fact prejudice the Borrower in any respect;

(v)honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi)any payment made by the relevant L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC or the ISP, only to the extent such Letter of Credit specifies that Rule 3.14 of the ISP applies to it;

(vii)any payment by the relevant L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit, or any payment made by the relevant L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(viii)any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from any of the Guaranties or any other Guarantee, for all or any of the Obligations of any Loan Party or any Restricted Subsidiary of a Loan Party in respect of such Letter of Credit; or

(ix)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary;

provided that the foregoing shall not excuse any L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such L/C Issuer’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable decision) when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.  The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly notify the applicable L/C Issuer.  The Borrower shall be conclusively deemed to have waived any such claim against the relevant L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)Role of L/C Issuers.  Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.  

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None of the L/C Issuers, the Agents, any of their respective Related Parties nor any of the respective correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders of the applicable Revolving Credit Tranche or the Required Revolving Credit Lenders of the applicable Revolving Credit Tranche, as applicable, (ii) any action taken or omitted in the absence of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final non-appealable decision), or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document.  The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuers, the Agents, any of their respective Related Parties nor any correspondents, participants or assignees of any L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (ix) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit (in each case as determined by a court of competent jurisdiction in a final non-appealable decision).  In furtherance and not in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.  An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g)Applicability of ISP; Limitation of Liability.  Unless otherwise expressly agreed by the relevant L/C Issuer and the Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to each Letter of Credit (other than Rule 3.14, unless expressly specified in a Letter of Credit that it will apply).  Notwithstanding the foregoing, no L/C Issuer shall be responsible to the Borrower for, and each L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of such L/C Issuer required under any Law, order, or practice that is required to be applied to any Letter of Credit or this Agreement under any Law, including the Law or any order of a jurisdiction where such L/C Issuer or the beneficiary is located, the practice stated in the ISP.

h)Letter of Credit Fees.  The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender of the applicable Revolving Credit Tranche, subject to Section 2.16, a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate under the applicable Revolving Credit Tranche for Eurodollar Rate Loans set forth on the Facilities Schedule (which rate, for the avoidance of doubt, shall be different for the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche) times its Applicable Percentage under the applicable Revolving Credit Tranche of the daily maximum amount then available to be drawn under such Letter of Credit.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07.  Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears.  If there is any change in the Applicable Rate during any quarter, the daily maximum amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers.  The Borrower shall pay directly to each L/C Issuer for its own account a fronting fee (a “Fronting Fee”) with respect to each Letter of Credit issued by it, at the rate per annum equal to 0.125% computed on the daily maximum amount then available to be drawn under such Letter of Credit.  Such fronting fees shall be computed on a quarterly basis in arrears.  Such fronting fees shall be due and payable on the tenth Business Day after the end of each March, June, September and

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December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.07.  In addition, the Borrower shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect.  Such customary fees and standard costs and charges are due and payable within ten Business Days of demand and are nonrefundable.

(j)Conflict with Issuer Documents.  Notwithstanding anything else to the contrary in any Issuer Document, in the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(k)Addition of an L/C Issuer.  A Revolving Credit Lender (or any of its Subsidiaries or affiliates) may become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such Revolving Credit Lender.  The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.

(l)Provisions Related to Extended Revolving Credit Commitments.  If the maturity date in respect of any tranche of Revolving Credit Commitments occurs prior to the expiration of any Letter of Credit, then (i) if one or more other tranches of Revolving Credit Commitments in respect of which the maturity date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof pursuant to Section 2.03(d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), the Borrower shall Cash Collateralize any such Letter of Credit in accordance with Section 2.17.  If, for any reason, such Cash Collateral is not provided or the reallocation does not occur, the Revolving Credit Lenders under the maturing tranche shall continue to be responsible for their participating interests in the Letters of Credit.  Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a maturity date with respect to a given tranche of Revolving Credit Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Credit Lenders in any Letter of Credit issued before such maturity date.  Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

(m)Letters of Credit Issued for Subsidiaries of the Borrower.  Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary of the Borrower, the Borrower shall be obligated to reimburse the applicable L/C Issuer hereunder for any and all drawings under such Letter of Credit.  The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of any Subsidiaries of the Borrower inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

(n)Reporting.  Each L/C Issuer shall furnish to the Administrative Agent a report detailing the daily L/C Obligations outstanding under all Letters of Credit issued by it, such report to be in a form and at reporting intervals as shall be agreed between the Administrative Agent and such L/C Issuer; provided that in no event shall such reports be furnished at less than weekly intervals.

2.04Swing Line Loans

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(a)The Swing Line.  Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, to make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit

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Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however, that (i) after giving effect to any Swing Line Loan, (A) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (B) the Revolving Credit Exposure of any Lender shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment then in effect and (ii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension will, after giving effect to Section 2.16(a)(iv), have, Fronting Exposure; provided, further, that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.  Each Swing Line Loan shall be allocated on a pro rata basis to the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche based on the Revolving Credit Commitments thereunder.  Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04.  Each Swing Line Loan shall be a Base Rate Loan.  Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.

(b)Borrowing Procedures.  Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided any telephonic notice must be confirmed promptly by delivery to Swing Line Lender and Administrative Agent of a Swing Line Loan Notice.  Each such Swing Line Loan notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 (and any amount in excess thereof shall be in an integral multiple of $25,000), (ii) the requested borrowing date, which shall be a Business Day and (iii) the amount of Swing Line Loans to be incurred under the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche, respectively (which, as provided in the immediately preceding clause (a), shall be allocated on a pro rata basis based on the amount of 2018 Revolving Credit Commitments and 2020 Revolving Credit Commitments outstanding at such time).  Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.  Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the Administrative Agent by the Borrower.

(c)Refinancing of Swing Line Loans.

(i)The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding.  Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02.  The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent.  Each Revolving Credit Lender shall make an amount equal to its Applicable Revolving Credit Percentage of the amount specified in such Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject

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to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount.  The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii)If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii)If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing.  If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the case may be.  A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent demonstrable error.

(iv)Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans (but not to purchase and fund risk participations in Swing Line Loans) pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02.  No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d)Repayment of Participations.

(i)At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Applicable Revolving Credit Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii)If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate.  The Administrative Agent will make such demand upon the request of the Swing Line Lender.  The obligations of the Revolving Credit Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e)Interest for Account of Swing Line Lender.  The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans.  Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Credit Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan, interest in respect of such Applicable Revolving Credit Percentage shall be solely for the account of the Swing Line Lender.

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(f)Payments Directly to Swing Line Lender.  The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

(g)Provisions Related to Extended Revolving Credit Commitments.  If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments at a time when another tranche or tranches of Revolving Credit Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swing Line Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swing Line Loans as a result of the occurrence of such maturity date); provided, however, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Credit Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.03(l)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Loans could be incurred pursuant the Extended Revolving Credit Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swing Line Loans and the same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Credit Commitments, and such Swing Line Loans shall not be so required to be repaid in full on such earliest maturity date.

2.05Prepayments

.

(a)Optional Prepayments.

(i)The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans.  The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility).  If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.  Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.  Each prepayment of any outstanding Term Loans pursuant to this Section  2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Incremental Facilities.

(ii)The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment.  If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(iii)Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted

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from a refinancing of all of the Facilities and Incremental Facilities or 100% of any Class of Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

(iv)In the event that the Borrower (x) makes any prepayment of any Term B-4 Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-4 Loans, in each case prior to the six (6) month anniversary of the Third Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Term B-4 Loans being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Term B-4 Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

(b)Mandatory Prepayment.

(i)Within five Business Days after the date financial statements are required to be delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(a), the Borrower shall cause to be prepaid an aggregate principal amount of Group Term Loans (allocated among the Group Term Loans at the discretion of the Borrower) equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ended on December 31, 2017), minus (B) the sum of (1) all voluntary prepayments of Group Term Loans under any Group Credit Agreement (including any voluntary prepayments of any term loans under any Group Credit Agreement prior to the Third Amendment Effective Date) (provided that, with respect to Discounted Voluntary Prepayments under any Group Credit Agreement, only the actual amount of cash used to consummate such prepayment shall be included in such calculation) during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment (such prepayment or purchase after the end of the fiscal year, together with such prepayment described in clause (2) below, the “After Year-End Payment”) and (2) all voluntary prepayments of Group Revolving Credit Loans during such fiscal year and after the end of such fiscal year but prior to the required date of such prepayment to the extent the Group Revolving Credit Commitments are permanently reduced by the amount of such payments, in the case of each of the immediately preceding clauses (1) and (2), to the extent such prepayments are not funded with the proceeds of Indebtedness (other than, with respect to clause (1) only, any Indebtedness incurred pursuant to any Revolving Credit Loan or Swing Line Loan) or any Specified Equity Contribution; provided that (a) the ECF Percentage shall be 25% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.25:1.00 and greater than 2.75:1.00 and (b) the ECF Percentage shall be 0% if the Consolidated First Lien Net Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.75:1.00; provided, further, that solely for the purpose of this Section 2.05(b)(i), following the making of each After Year-End Payment, (i) the Consolidated First Lien Net Leverage Ratio shall be re-calculated giving Pro Forma Effect to such After Year-End Payment as if such payment were made during the fiscal year in respect of which the prepayment pursuant to this Section 2.05(b)(i) is made and (ii) such After Year-End Payment taken into account in the calculation of the required prepayment amount above for one fiscal year shall be disregarded for any subsequent calculations for future fiscal years.  Notwithstanding anything set forth above, if for any fiscal year the amount calculated pursuant to clause (A) above is less than the amount calculated pursuant to clause (B) above (such amount, the “Excess Prepayments”), the cumulative amount of such Excess Prepayments shall be carried over in calculations for the following fiscal years on a dollar-for-dollar basis.

(ii)(A)  Subject to Section 2.05(b)(ii)(B), if (1) any Covenant Entity Disposes of any property or assets pursuant to Section 7.05(h), (i), (l), (n) (other than a Permitted Sale Leaseback between Nexstar Guarantors that are not the Holding Companies), (o)(y), (u) (in each case of (o)(y) and (u), to the extent provided thereunder) or (w) (in the case of (w), only after the applicable Asset Sale Bridge Facility has been paid in full) or (2) any Casualty Event occurs, which in the aggregate results in the realization or receipt by such Person of Net Cash Proceeds, the Borrower shall make a prepayment, in accordance with Section 2.05(b)(ii)(C), of an aggregate principal amount of Term Loans equal to the percentage represented by the quotient of (x) the Outstanding Amount of Term Loans at such time divided by (y) the sum of the Outstanding Amount of the Term Loans at such time and the amount of any other Indebtedness constituting term loans or term notes outstanding at such time that is secured by a Lien ranking pari passu with the Liens securing the Term Loans and requiring a like prepayment from such Net Cash Proceeds (such percentage, the “Asset Percentage”) of all such Net Cash Proceeds realized or received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash

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Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B) (which notice may only be provided if no Event of Default has occurred and is then continuing).

(B)With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, at the option of the Borrower (as evidenced in a written notice of reinvestment election (a “Notice of Reinvestment Election”) delivered to the Administrative Agent within ten Business Days after the date of realization or receipt of such Net Cash Proceeds), the Borrower may reinvest all or any portion of such Net Cash Proceeds in assets useful for its business (other than working capital) and in Permitted Acquisitions and Capital Expenditures within the later of (x) 12 months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within 12 months following receipt thereof, 180 days of the date of such legally binding commitment; provided that (i) so long as a Default or an Event of Default shall have occurred and be continuing, the Borrower shall not be permitted to make any such reinvestments (other than pursuant to a legally binding commitment that the Borrower entered into at a time when no Default is continuing) and (ii) if any Net Cash Proceeds are not so reinvested by the deadline specified in clause (x) or (y) above, as applicable, or if any such Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a Notice of Reinvestment Election, an amount equal to the Asset Percentage of such Net Cash Proceeds shall be applied, in accordance with Section 2.05(b)(ii)(C), to the prepayment of the Term Loans as set forth in this Section 2.05.

(C)On each occasion that the Borrower must make a prepayment of the Term Loans pursuant to this Section 2.05(b)(ii), the Borrower shall, within five Business Days after the date of realization or receipt of such Net Cash Proceeds (or, in the case of prepayments required pursuant to Section 2.05(b)(ii)(B), within five Business Days of the deadline specified in clause (x) or (y) thereof, as applicable, or of the date the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested, as the case may be), make a prepayment, in accordance with Section 2.05(b)(v) below, of the principal amount of Term Loans in an amount equal to the Asset Percentage of any such Net Cash Proceeds realized or received.

(iii)If any Covenant Entity incurs or issues any (A) Refinancing Term Loans, (B) Indebtedness pursuant to Section 7.02(t)(i) or (C) Indebtedness not expressly permitted to be incurred or issued pursuant to Section 7.02, the Borrower shall (1) designate such Term Loans to be prepaid (other than in the case of a prepayment pursuant to subclause (C)) and (2) cause to be prepaid an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is five Business Days after the receipt of such Net Cash Proceeds.  If the Borrower obtains any Refinancing Revolving Commitments, the Borrower shall, concurrently with the receipt thereof, terminate Revolving Credit Commitments under the 2018 Revolving Credit Tranche and/or the 2020 Revolving Credit Tranche, as applicable, in an equivalent amount pursuant to Section 2.06.

(iv)(A) Except as provided pursuant to subclause (B) below, each prepayment of any Term Loans being prepaid pursuant to this Section 2.05(b) shall be applied pro rata among the Term Loans and within each such tranche first, to the installments thereof pro rata in direct order of maturity for the next eight scheduled payments pursuant to Section 2.07(a) following the applicable prepayment event and second, to the remaining installments thereof pro rata, (B) each prepayment pursuant to Section 2.05(b)(iii)(A) or (B) shall be applied as directed by the Borrower, and (C) each such prepayment shall be paid to the Lenders receiving such prepayment in accordance with their respective Applicable Percentages subject to clause (v) of this Section 2.05(b).

(v)The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i), (ii), and (iii) of this Section 2.05(b) at least five Business Days prior to 1:00 p.m. on the date of such prepayment.  Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment.  The Administrative Agent will promptly notify each Appropriate Lender of the contents of the Borrower’s prepayment notice and of such Appropriate Lender’s Applicable Percentage of the prepayment.

(vi)Notwithstanding any other provision of this Section 2.05(b), (i) to the extent that any or all of the Net Cash Proceeds of any Disposition by a Covenant Entity that is a Foreign Subsidiary of Nexstar Media otherwise giving rise to a prepayment pursuant to Section 2.05(b)(ii) (a “Foreign Disposition”), the Net Cash Proceeds of any

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Casualty Event of a Covenant Entity that is a Foreign Subsidiary of Nexstar Media (a “Foreign Casualty Event”), or Excess Cash Flow attributable to a Foreign Subsidiary of Nexstar Media would be prohibited or delayed by applicable local law from being repatriated to the United States, the realization or receipt of the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be taken into account in measuring the Borrower’s obligation to repay Term Loans at the times provided in Section  2.05(b)(i), or the Borrower shall not be required to make a prepayment at the time provided in Section 2.05(b)(ii), as the case may be, for so long, but only so long, as the applicable local law will not permit such repatriation to the United States (the Borrower hereby agreeing to cause the applicable Covenant Entity to promptly take all commercially reasonable actions available under the applicable local law to permit such repatriation), and once repatriation of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, the amount of such Net Cash Proceeds or Excess Cash Flow permitted to be repatriated (net of additional taxes payable or reserved against as a result thereof) will be promptly (and in any event not later than two (2) Business Days after such repatriation) taken into account in measuring the Borrower’s obligation to repay the Term Loans pursuant to this Section 2.05(b) to the extent provided herein and (ii) to the extent that the Borrower has determined in good faith (as set forth in a written notice delivered to the Administrative Agent) that repatriation of any or all of the Net Cash Proceeds of any Foreign Disposition or any Foreign Casualty Event or Excess Cash Flow attributable to a Foreign Subsidiary of Nexstar Media would have a material adverse tax consequence (taking into account any foreign tax credit or benefit received in connection with such repatriation) with respect to such Net Cash Proceeds or Excess Cash Flow, the amount of the Net Cash Proceeds or Excess Cash Flow so affected shall not be taken into account in measuring the Borrower’s obligation to repay Term Loans pursuant to this Section 2.05(b); provided that, in the case of this clause (ii), on or before the date on which any Net Cash Proceeds from any Foreign Disposition or Foreign Casualty Event so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to Section  2.05(b)(ii) (or, in the case of Excess Cash Flow, a date on or before the date that is twelve months after the date such Excess Cash Flow would have so required to be applied to prepayments pursuant to Section 2.05(b)(i) unless previously repatriated in which case such repatriated Excess Cash Flow shall have been promptly applied to the repayment of the Term Loans pursuant to Section 2.05(b)(i)), (x) the Borrower applies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Covenant Entity that is a Foreign Subsidiary of Nexstar Media, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been repatriated (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Foreign Subsidiary) or (y) such Net Cash Proceeds or Excess Cash Flow are applied to the repayment of Indebtedness of a Covenant Entity that is a Foreign Subsidiary of Nexstar Media or, in the case of such Net Cash Proceeds, by such Covenant Entity that is a Foreign Subsidiary of Nexstar Media to make Investments.

(c)If for any reason the Total Revolving Credit Outstandings at any time exceed the aggregate Revolving Credit Commitments then in effect, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess (and allocated to the 2018 Revolving Credit Tranche and the 2020 Revolving Credit Tranche on a pro rata basis); provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Revolving Credit Loans, Swing Line Loans and L/C Borrowings, the Total Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments then in effect.  All amounts required to be paid pursuant to this Section 2.05(c) shall be applied first, ratably to the L/C Borrowings and the Swing Line Loans, second, ratably to the outstanding Revolving Credit Loans, and third, to Cash Collateralize the remaining L/C Obligations.  Within the parameters of the applications set forth in the foregoing sentence, such prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities.  No prepayment under this Section 2.05(c) shall result in a mandatory reduction of Revolving Credit Commitments.

(d)Anything contained in Section 2.05(b) to the contrary notwithstanding, (i) if, following the occurrence of any “Asset Disposition” (as such term is defined in any Indenture Documentation, or any similar concept in any Indenture Documentation) by any Covenant Entity or any of its Subsidiaries, the Borrower is required to commit by a particular date (a “Commitment Date”) to apply or cause its Subsidiaries to apply an amount equal to any of the “Excess Proceeds” (as defined in any Indenture Documentation, or any similar concept in any Indenture Documentation) thereof in a particular manner, or to apply by a particular date (an “Application Date”) an amount equal to any such “Excess Proceeds” in a particular manner, in either case in order to excuse the

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Borrower from being required to make an “Asset Disposition Offer” (as defined in any Indenture Documentation, or any similar concept in any Indenture Documentation) in connection with such “Asset Disposition,” and the Borrower shall have failed to so commit or to so apply an amount equal to such “Excess Proceeds” at least 60 days before the applicable Commitment Date or Application Date, as the case may be, or (ii) if the Borrower at any other time shall have failed to apply or commit or cause to be applied an amount equal to any such “Excess Proceeds,” and, within 60 days thereafter assuming no further application or commitment of an amount equal to such “Excess Proceeds” the Borrower would otherwise be required to make an “Asset Disposition Offer” in respect thereof, then in either such case the Borrower shall immediately pay or cause to be paid to the Administrative Agent an amount equal to such “Excess Proceeds” to be applied to the payment of the Loans and L/C Borrowings and to Cash Collateralize the remaining L/C Obligations in the manner set forth in Section 2.05(b) in such amounts as shall excuse the Borrower from making any such “Asset Disposition Offer.”

(e)Discounted Voluntary Prepayments.

(i)Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.05(e); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been satisfied and (2) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment.

(ii)To the extent the Borrower seeks to make a Discounted Voluntary Prepayment, the Borrower will provide written notice to the Auction Manager substantially in the form of Exhibit F hereto (each, a “Discounted Prepayment Option  Notice”) that the Borrower desires to prepay any one or more designated Classes of Term Loans in an aggregate principal amount specified therein by the Borrower (each, a “Proposed Discounted Prepayment Amount”), in each case at a discount to the par value of such Loans as specified below.  The Proposed Discounted Prepayment Amount of any Loans shall not be less than $10,000,000.  The Discounted Prepayment Option Notice shall further specify with respect to the proposed Discounted Voluntary Prepayment (A) the Proposed Discounted Prepayment Amount for Loans to be prepaid, (B) a discount range (which may be a single percentage) selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of par of the principal amount of the Loans to be prepaid (the “Discount Range”), and (C) the date by which Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment, which shall be at least five Business Days following the date of the Discounted Prepayment Option Notice (the “Acceptance  Date”).

(iii)Upon receipt of a Discounted Prepayment Option Notice, the Auction Manager shall promptly notify each applicable Lender thereof.  On or prior to the Acceptance Date, each such Lender may specify by written notice substantially in the form of Exhibit G hereto (each, a “Lender Participation Notice”) to the Auction Manager (A) a maximum discount to par (the “Acceptable Discount”) within the Discount Range (for example, a Lender specifying a discount to par of 20% would accept a purchase price of 80% of the par value of the Loans to be prepaid) and (B) a maximum principal amount (subject to rounding requirements specified by the Administrative Agent) of the Loans to be prepaid held by such Lender with respect to which such Lender is willing to permit a Discounted Voluntary Prepayment at the Acceptable Discount (“Offered Loans”).  Based on the Acceptable Discounts and principal amounts of the Loans to be prepaid specified by the Lenders in the applicable Lender Participation Notice, the Auction Manager, in consultation with the Borrower, shall determine the applicable discount for such Loans to be prepaid (the “Applicable Discount”), which Applicable Discount shall be (1) the percentage specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.05(e)(ii) for the Discounted Voluntary Prepayment or (2) otherwise, the highest Acceptable Discount at which the Borrower

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can pay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount); provided, however, that in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount, the Applicable Discount shall be the lowest Acceptable Discount specified by the Lenders that is within the Discount Range.  The Applicable Discount shall be applicable for all Lenders who have offered to participate in the Discounted Voluntary Prepayment and have Qualifying Loans.  Any Lender with outstanding Loans to be prepaid whose Lender Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept a Discounted Voluntary Prepayment of any of its Loans at any discount to their par value within the Applicable Discount.

(iv)The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Loans to be prepaid (or the respective portions thereof) offered by the Lenders (“Qualifying Lenders”) that specify an Acceptable Discount that is equal to or greater than the Applicable Discount (“Qualifying Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying Loans (subject to rounding requirements specified by the Administrative Agent).  If the aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required to prepay the Proposed Discounted Prepayment Amount, such amounts in each case calculated by applying the Applicable Discount, the Borrower shall prepay all Qualifying Loans.

(v)Subject to satisfaction of the conditions in Section 2.05(e)(i), each Discounted Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the Administrative Agent and Auction Manager shall reasonably agree, given the time required to calculate the Applicable Discount and determine the amount and holders of Qualifying Loans), without premium or penalty (but subject to Section 3.05), upon irrevocable notice substantially in the form of Exhibit H hereto (each, a “Discounted Voluntary Prepayment Notice”), delivered to the Administrative Agent no later than 1:00 p.m., three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent.  Upon receipt of any Discounted Voluntary Prepayment Notice, the Auction Manager shall promptly notify each relevant Lender thereof.  If any Discounted Voluntary Prepayment Notice is given, subject to satisfaction of the conditions in Section 2.05(e)(i), the amount specified in such notice shall be due and payable to the applicable Lenders, subject to the Applicable Discount on the applicable Loans, on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid.  Upon consummation of each Discounted Voluntary Prepayment, any such Term Loans so prepaid shall be immediately cancelled and the par principal amount of such Term Loans so prepaid shall be applied ratably to reduce the remaining installments of such Class of Term Loans (as applicable).

(vi)To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Discount in accordance with Section 2.05(e)(iii) above) established by the Administrative Agent, the Auction Manager and the Borrower.

(vii)Prior to the delivery of a Discounted Voluntary Prepayment Notice, (A) upon written notice to the Auction Manager, the Borrower may withdraw or modify its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and (B) no Lender may withdraw its offer to participate in a Discounted Voluntary Prepayment pursuant to any Lender Participation Notice unless the terms of such proposed Discounted Voluntary Prepayment have been modified by the Borrower after the date of such Lender Participation Notice.

(viii)Nothing in this Section 2.05(e) shall (A) require the Borrower to undertake any Discounted Voluntary Prepayment, (B) require any Lender to submit a Lender Participation Notice or (C) limit or restrict the Borrower from making voluntary prepayments of Term Loans in accordance with Section 2.05(a).

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(ix)The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article IX and Section 10.04 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Voluntary Prepayment.

(x)Upon the completion of such Discounted Voluntary Prepayment, the remaining Group Term Loans of the same Class may be re-allocated among the Group Lenders of such Class pursuant to Section 10.20 to maintain Group Facilities Ratable Status.

(f)Interest, Funding Losses, Etc.  All prepayments under this Section 2.05 shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section 3.05.

Notwithstanding any of the other provisions of this Section 2.05, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.05, prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.05 in respect of any such Eurodollar Rate Loan prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit with the Administrative Agent the amount of any such prepayment otherwise required to be made hereunder until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05.  Such deposit shall constitute cash collateral for the Eurodollar Rate Loans to be so prepaid; provided that the Borrower may at any time direct that such deposit be applied to make the applicable payment required pursuant to this Section 2.05.

2.06Termination or Reduction of Commitments; Re-Allocation of Revolving Credit Commitments

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(a)Optional.  The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce Commitments of any Class (including, in each case above, the 2018 Revolving Credit Commitments and the 2020 Revolving Credit Commitments on a non-pro rata basis);