Common use of PRELIMINARY STATEMENTS Clause in Contracts

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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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:

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 Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilitiesRefinancing, 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 Borrower “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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 Media, the other Holding Companies and certain of its 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:

PRELIMINARY STATEMENTS. Pursuant The Borrower intends to that certain Agreement and Plan of Merger, dated as of January 27, 2016 acquire (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger AgreementClosing Date Acquisition”), directly or indirectly, Uniwheels AG, a stock corporation under German law (the “Target”), by and among Nexstar Broadcasting Group, Inc., way of a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary tender offer for not less than 75% of Nexstar Borrower the shares of the Target (the “Merger SubOffer”) and Media General, Inc., a Virginia corporation with support of the Significant Holder (“Media General”as defined herein). In connection therewith, the Nexstar Borrower has requested that (a) substantially simultaneously with the consummation of the Offer, the Lenders extend credit to the Borrower in the form of $400.0 million of Closing Date Term Loans and $150.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Effective Date, the Borrower will acquire enter into the Bridge Loan Agreement (as defined herein) pursuant to which the “Acquisition”lenders thereunder have agreed to make the Bridge Loans (as defined herein) Media General by causing Merger Sub to merge the Borrower on the Closing Date in an aggregate amount of €240.0 million. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Bridge Loans, the Equity Contribution and into Media General with Media General being cash on hand, will be used on the surviving corporationClosing Date, (i) to fund the Closing Date Refinancing and (ii) to pay (A) the Transaction Consideration, (B) the Transaction Expenses and (C) amounts required for working capital. The applicable Lenders have indicated their willingness to lend, and the applicable Issuing Banks have indicated their willingness to issue Letters of Credit, in each case 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant The Guarantors, the Tenants and the other borrowers and credit parties party thereto from time to time have entered into that certain ABL Credit Agreement and Plan of Merger, dated as of January 27, 2016 the Closing Date (as amended, extended, restated, supplemented or modified otherwise modified, upsized, renewed, refinanced or replaced from time to time, including all schedules and exhibits theretoincluding, for the avoidance of doubt, by a cash flow revolving credit facility, in each case, in accordance with Section 3.1(a), the “Merger ABL Credit 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 (with 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 ABL Agents 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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, pursuant to which such lenders have made and will make certain extensions of credit available to the “Existing Nexstar Credit Agreement”), (ii) the loans Tenants and borrowings of the Borrower under the Fourth Amended and Restated Credit Agreement, other credit parties thereunder. Pursuant to that certain Security Agreement dated as of December 3, 2012, by and among the Borrower, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent Closing Date (as amended, supplementedrestated, amended and restated supplemented or otherwise modified modified, renewed or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Existing Mission Credit ABL Security Agreement”), (iii) made by the loans Guarantors, the Tenants and borrowings the other grantors thereunder in favor of Xxxxxxxx Broadcasting Groupthe ABL Agents, Inc.the ABL Lender Obligations are secured by the Loan Collateral. The Guarantors, a Texas corporation (the “Xxxxxxxx Borrower”) under Tenants and the other credit parties party thereto from time to time have entered into that certain Term Loan Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Closing Date (as amended, supplementedextended, amended and restated restated, supplemented or otherwise modified modified, upsized, renewed, refinanced or replaced from time to time, in each case, in accordance with Section 3.1(a), the “Existing Xxxxxxxx Term Loan Agreement” and, together with the ABL Credit Agreement, the “Credit Agreements”), (iv) with the loans Term Loan Agent and borrowings the lenders party thereto from time to time, pursuant to which such lenders have made an extension of WXXA-TV LLC, a Delaware limited liability company and WLAJ-TV LLC, a Delaware limited liability company (collectively, credit available to the “Shield Borrowers”) under the Credit borrowers thereunder. Pursuant to that certain Security Agreement dated as of July 31the Closing Date (as amended, 2013 by and among the Shield Borrowersrestated, Shield Media LLCsupplemented or otherwise modified, a Delaware limited liability company and Shield Lansing LLCrenewed or replaced from time to time, a Delaware limited liability company (collectivelyin each case, in accordance with Section 3.1(a), the “Shield HoldingsTerm Loan Security Agreement” and, together with the ABL Security Agreement, the “Security Agreements”), made by the lenders Guarantors, the Tenants and the other grantors thereunder in favor of the Term Loan Agent, the Term Loan Lender Obligations are secured by the Loan Collateral. The Guarantors, the Tenants and certain other direct and indirect subsidiaries of the Guarantors party thereto 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 have entered into that certain Indenture dated as of July 31the Closing Date (together with the senior notes issued thereunder, 2013 by and among Media Generalin each case as amended, the guarantors extended, restated, supplemented or otherwise modified, upsized, renewed, refinanced or replaced from time to time party theretotime, in each case, in accordance with Section 3.1(a), the lenders “Indenture”), with the Indenture Trustee, pursuant to which AHP Health Partners, Inc. will issue $535 million aggregate principal amount of its unsecured senior notes due 2026 on the Closing Date. The Tenants and the Landlord are parties to the Master Lease, dated as of August 4, 2015 (as amended, extended, restated, supplemented or otherwise modified, renewed, refinanced or replaced prior to the Closing Date and, thereafter, from time to time party theretotime, 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 and certain of its 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 Section 3.1(b), the Intercreditor “Master Lease”), pursuant to which the Landlord leased to the Tenants certain real property and real property interests described in the Master Lease, the improvements located thereon and the fixtures located thereon or affixed thereto. The Creditors desire to enter into this Agreement Among Group Lenders to set forth their relative rights with respect to the assets of the Guarantors and (iv) they shall be otherwise bound the Tenants subject to the Liens created by the terms of Security Agreements and the Intercreditor Agreement Among Group Lenders. In consideration of Loan Documents, subject to the mutual covenants Indenture, and subject to the Master Lease, and to enter into certain other agreements herein containedrelating thereto, the parties hereto covenant and agree all as follows:set forth herein.

PRELIMINARY STATEMENTS. Pursuant to that certain Agreement and Plan of MergerIn connection with the Acquisition, dated as of January 27on the Closing Date, 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 i) Convey Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary the parent company of Nexstar Borrower (the “Merger Sub”) , shall be merged with and Media Generalinto Convey Health Parent, Inc., a Virginia corporation with Convey Health Parent, Inc. surviving such merger, (“Media General”)ii) Convey Health Intermediate, the Nexstar Borrower will acquire (the “Acquisition”) Media General by causing Merger Sub to merge Inc. shall be merged with and into Media General Convey Health Intermediate II, Inc., with Media General being Convey Health Intermediate II, Inc. surviving such merger, (iii) Convey Health Intermediate II, Inc. shall be merged with and into Convey Health Intermediate III, Inc., with Convey Health Intermediate III, Inc surviving such merger, (iv) Convey Health Intermediate III, Inc. shall be merged with and into Convey Health Parent, Inc., with Convey Health Parent, Inc. surviving such merger and (v) the surviving corporationClosing Date Merger shall occur (clauses (i) through (v) above, collectively, the “Reorganization”). The Borrower has requested that (a) the Lenders extend credit to the Borrower in the form of $225.0 million of Closing Date Term Loans and $40.0 million of Revolving Commitments on the Closing Date as senior secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with cash on hand and proceeds of the Equity Contribution, will be used on the Closing Date to fund the Transactions. The Lenders have indicated their willingness to make Loans, and the Issuing Banks have indicated their willingness to issue Letters of Credit, in each case 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain Agreement and Plan of Mergerthe Stock Purchase Agreement, dated as of January 27March 16, 2016 2014 (together with the exhibits and disclosure schedules thereto, as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Acquisition Agreement”), by and among Nexstar Broadcasting GroupJPHI Holdings, Inc., a newly formed Delaware corporationcorporation (“Buyer Sub”), Neptune Merger Sub, Xxxxx Partners Holdings Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia Delaware corporation (“Media GeneralHoldings”), the Nexstar Borrower Company, Xxxxx Holdings, Inc. I, a Delaware corporation (“Intermediate Holdings”), and Xxxxx Partners Holdings LLC, a Delaware limited liability company (the “Seller”), Buyer Sub will acquire 100% of the capital stock of Xxxxx Partners (the “Acquisition”), following which, Buyer Sub will own, directly or indirectly, 100% of the Equity Interests of Holdings, Intermediate Holdings and the Borrower. The Borrower has requested that, substantially simultaneously with the consummation of the Acquisition, the Lenders extend credit to the Borrower in the form of Initial Term Loans (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) Media General by causing Merger Sub and Revolving Credit Loans on the Closing Date. The proceeds of the Initial Term Loans and a portion of the Revolving Credit Loans, together with the proceeds of the Equity Contribution and of the Second Lien Term Loans under the Second Lien Credit Agreement will be used on the Closing Date (i) to merge refinance all existing credit facilities and material debt for borrowed money of the Company and its Subsidiaries (other than credit facilities permitted to remain outstanding pursuant to the terms of the Acquisition Agreement), (ii) to fund the Acquisition Consideration and (iii) to pay fees and expenses incurred in connection with the Transactions. The applicable Lenders have indicated their willingness to lend and into Media General with Media General being the surviving corporationeach L/C Issuer has indicated its willingness to issue Letters of Credit, in each case, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain the Transaction Agreement and Plan of Merger, dated as of January 27, 2016 (as amendeddefined in Section 1.01 below), supplemented or modified from time to time, including all schedules and exhibits thereto, Merger Sub will merge (the “Merger AgreementMerger”), by ) with and among Nexstar Broadcasting Groupinto Life Time Fitness, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia Minnesota corporation and a direct wholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media GeneralAcquired Company”), which will survive the Nexstar Merger and succeed to all the rights and obligations of the Initial Borrower under this Agreement and the other Loan Documents (such successor, or “Life Time”). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower in the form of $1,250.0 million of Closing Date Term Loans and $250.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Restricted Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will acquire enter into the Senior Notes Indenture pursuant to which the Borrower shall issue the Senior Notes in an aggregate principal amount of up to $450.0 million. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Senior Notes and the Equity Contribution, will be used on the Closing Date (i) to repay Indebtedness incurred under the Existing Credit Agreement and certain other Indebtedness and (ii) to pay (A) any original issue discount or upfront fees resulting from the exercise of any “Acquisition”market flex” pursuant to the Fee Letter in connection with the Transactions, (B) Media General by causing Merger Sub the Transaction Consideration, (C) the Transaction Expenses and (D) amounts required for working capital. The applicable Lenders have indicated their willingness to merge with lend, and into Media General with Media General being the surviving corporationapplicable Issuing Banks have indicated their willingness to issue Letters of Credit, in each case 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant The Initial Borrower has requested that (a) the Term B Lenders make Term B Loans to that certain Agreement the Initial Borrower in an aggregate principal amount of $1,250,000,000, and Plan of Merger, dated as of January 27, 2016 (as amended, supplemented or modified b) from time to time, the Revolving Credit Lenders lend to the Initial Borrower and the Borrower and the L/C Issuer issue Letters of Credit for the account of the Borrower and its Restricted Subsidiaries under a $100,000,000 Revolving Credit Facility. Concurrently with the initial funding under this Agreement on the Closing Date, the Initial Borrower will enter into the Senior Secured Credit Facilities Escrow and Security Agreement with the Administrative Agent and the Escrow Agent, pursuant to which (i) the Lenders will deposit with the Escrow Agent into the Escrow Account the proceeds of the Term Loans made on the Closing Date and (ii) the Initial Borrower will deposit with the Escrow Agent into the Escrow Account certain additional amounts necessary to pay accrued and unpaid interest to, but excluding, the Special Mandatory Prepayment Date. The funds in the Escrow Account will be released in accordance with the terms of the Senior Secured Credit Facilities Escrow and Security Agreement, and together with (i) a portion of DBI’s cash on hand, (ii) the proceeds of the issuance of the Senior Notes and (iii) the proceeds of Revolving Credit Loans made on the Escrow Release Date, will be used by the Borrower to finance the repayment of all amounts outstanding under the Securitization Notes, to pay a special dividend to Holdings (the proceeds of which will then be used by Holdings to pay a subsequent special dividend to Parent) and pay the Transaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries. Concurrently with the release of funds from the Escrow Account on the Escrow Release Date, the Initial Borrower and the Borrower shall execute and deliver the Borrower Assignment and Assumption Agreement pursuant to which, among other things, the Initial Borrower shall assign and transfer to DBI all schedules of its rights and exhibits theretoobligations as the Borrower under the Loan Documents (such assignment, the “Merger AgreementAssumption”), by . Immediately following the Assumption and among Nexstar Broadcasting Group, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation upon the redemption of the Existing Securitization Notes and a direct wholly-owned Subsidiary discharge of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”)Existing Securitization Indenture on the Escrow Release Date, the Nexstar Initial Borrower will acquire (the “Acquisition”) Media General by causing Merger Sub to merge be merged with and into Media General DBI, with Media General DBI being the surviving corporationentity. The applicable Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to so issue Letters of Credit, in each case, on the terms and subject to the conditions set forth in the Merger this 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 containedcontained in this Agreement, the parties hereto covenant and agree as follows:

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 Borrower, the Xxxxxxxx Mission Borrower and the Shield Borrowers Xxxxxxxx Borrower respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 Borrower “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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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”) Borrower 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 (collectivelyBorrower, the “Shield Holdings”)Holding Companies, 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 and certain of its 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:

PRELIMINARY STATEMENTS. Pursuant The Borrower, ADT and Mizuho as sole Purchaser, Purchaser Agent, Administrative Agent, Arranger, Collateral Agent and Structuring Agent are parties to that certain the Receivables Purchase Agreement and Plan of Merger, dated as of March 5 2020, as amended as of April 17, 2020, September 17, 2020, January 2729, 2016 2021 and March 5, 2021 (as so amended, supplemented the “Existing Purchase Agreement”), pursuant to which the Borrower has sold certain Receivables and Related Assets (the “Existing Receivable Pool”) to the Collateral Agent on behalf of the Lenders. The Borrower acquired the Existing Receivable Pool from ADT as the Originator pursuant to the Receivables Sale and Contribution Agreement dated as of April 17, 2020 (the “Existing Sale Agreement”) between the Borrower and the Originator. The parties hereto wish to amend and restate the Existing Purchase Agreement in its entirety in the form of this Agreement to provide for the sale by the Collateral Agent back to the Borrower of the Existing Receivable Pool (including all Collections thereon), and to provide for Loans that may be made from time to time to the Borrower at the Borrower’s request and at the discretion of the Lenders, which Loans shall be secured by the Existing Receivable Pool, together with all Receivables and Related Assets hereafter acquired by the Borrower, as well as all other assets of the Borrower, whether now existing or modified hereafter acquired. Concurrently with this Agreement, the Existing Sale Agreement is being amended and restated in its entirety (as so amended and restated and as it may be further amended from time to time, including all schedules and exhibits thereto, the “Merger Sale Agreement”), by . The Borrower may acquire from time to time additional Receivables and among Nexstar Broadcasting Group, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Related Assets from the Originator pursuant to the Sale Agreement. The Borrower (may from time to time request that the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”), Lenders make Loans to 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 corporationBorrower, on the terms terms, and subject to the conditions set forth in herein, secured by, among other things, the Merger Agreement. The Nexstar Borrower Pool Receivables 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 LendersRelated Assets. In consideration of the mutual agreements, provisions and covenants and agreements herein containedcontained herein, the sufficiency of which is hereby acknowledged, the parties hereto covenant agree that as of the Closing Date, subject to the satisfaction of the conditions precedent set forth in Section 5.01, the Existing Purchase Agreement is amended and agree restated as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain the Transaction Agreement and Plan of Merger, dated as of January 27, 2016 (as amendeddefined in Section 1.01 below), supplemented or modified from time to time, including all schedules and exhibits thereto, Merger Sub will merge (the “Merger AgreementMerger”), by ) with and among Nexstar Broadcasting Groupinto Life Time Fitness, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia Minnesota corporation and a direct wholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media GeneralAcquired Company”), which will survive the Nexstar Merger and succeed to all the rights and obligations of the Initial Borrower under this Agreement and the other Loan Documents (such successor, “Life Time”). In connection therewith, the Borrower has requested that (a) substantially simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower in the form of $1,250.0 million of Closing Date Term Loans and $250.0 million of Revolving Commitments on the Closing Date as secured credit facilities and (b) from time to time on and after the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Restricted Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. On the Closing Date, the Borrower will acquire enter into the Senior Notes Indenture pursuant to which the Borrower shall issue the Senior Notes in an aggregate principal amount of up to $450.0 million. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with the proceeds of the Senior Notes and the Equity Contribution, will be used on the Closing Date (i) to repay Indebtedness incurred under the Existing Credit Agreement and certain other Indebtedness and (ii) to pay (A) any original issue discount or upfront fees resulting from the exercise of any “Acquisition”market flex” pursuant to the Fee Letter in connection with the Transactions, (B) Media General by causing Merger Sub the Transaction Consideration, (C) the Transaction Expenses and (D) amounts required for working capital. The applicable Lenders have indicated their willingness to merge with lend, and into Media General with Media General being the surviving corporationapplicable Issuing Banks have indicated their willingness to issue Letters of Credit, in each case 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

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 Borrower, the Xxxxxxxx Mission Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 Borrower “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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) Borrower under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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:

PRELIMINARY STATEMENTS. Pursuant to that certain Agreement The Originator now owns, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 hereafter will own, Receivables. The Originator wishes to sell and Bank assign to Buyer, and Buyer wishes to purchase from the Originator, all of Americathe Originator’s right, N.A. title and interest in and to its Receivables, together with the Related Security and Collections with respect thereto. Each of the Originator and Buyer intends the transactions contemplated hereby to be true sales of the Receivables from the Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables originated by the Originator, and none of the Originator or Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to the Originator. Following the purchase of Receivables from the Originator, Buyer will sell undivided interests in the Receivables and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as administrative agentof June 30, collateral agent, letter of credit issuer and swing line lender 2009 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Nexstar Credit Purchase Agreement”) among Buyer, Convergys Corporation, an Ohio corporation (“Convergys”), (ii) the loans and borrowings of the Borrower under the Fourth Amended and Restated Credit Agreementas initial Servicer, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx Credit Agreement”), (iv) the loans and borrowings of WXXA-TV Liberty Street Funding LLC, a Delaware limited liability company and WLAJ-TV LLCcompany, (“Liberty Street” or the “Conduit”), The Bank of Nova Scotia, a Delaware limited liability company Canadian chartered bank acting through its New York Agency (“Scotiabank”), and its assigns thereunder (collectively, the “Shield BorrowersScotiabank Committed Purchasers” and, together with Liberty Street, the “Scotiabank Group”) under ), Xxxxx Fargo Bank, N.A. (“Xxxxx Fargo” and each of the Credit Agreement dated as of July 31Conduit, 2013 by the Scotiabank Committed Purchasers and among the Shield Borrowers, Shield Media LLCXxxxx Fargo, a Delaware limited liability company and Shield Lansing LLC“Purchaser” and, a Delaware limited liability company (collectively, the “Shield HoldingsPurchasers”), Scotiabank, in its capacity as agent for the lenders from time to time party thereto, and Royal Bank of Canada, as the administrative agent and the collateral agent Scotiabank Group (the “Existing Shield Credit AgreementScotiabank Group Agent”) and Xxxxx Fargo, in its capacity as administrative agent for Scotiabank Group, Xxxxx Fargo and the Scotiabank Group Agent (v) the loans in such capacity, together with its successors and borrowings of Media General under the Amended and Restated Credit Agreement dated as of July 31, 2013 by and among Media Generalassigns, 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 AgreementAdministrative Agent”). The Nexstar Borrower has agreed to guarantee, and cause Nexstar Media and certain of its 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:.

PRELIMINARY STATEMENTS. Pursuant Reference is made to that certain the Credit Agreement and Plan of Merger, dated as of January 27November 14, 2016 2014 (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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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, supplementedrestated, amended and restated restated, supplemented or otherwise modified from time to time, the “Existing Nexstar Credit Agreement”), (ii) the loans and borrowings of the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Borrower, the lenders from time to time party thereto and (the “Lenders”), Deutsche Bank of AmericaAG New York Branch, N.A. as administrative agent and collateral agent (as amended, supplemented, amended and restated or otherwise modified from time to timein such capacity, the “Existing Mission Administrative Agent”) and the Collateral Agent, Deutsche Bank AG Canada Branch, as Canadian Sub-Agent and the other agents party thereto. The Lenders and each Issuing Bank (such term and each other capitalized term used but not defined in this preliminary statement having the meaning given or ascribed to it in Article I) have agreed to extend credit to the Borrower, in each case pursuant to, and upon the terms and conditions specified in, the Credit Agreement”). The Hedge Creditors have agreed (or may in the future agree) to enter into Hedging Obligations with one or more Loan Parties. The Bank Products Creditors have agreed (or may in the future agree) to enter into Bank Products Obligations with one or more Loan Parties. The obligations of the Lenders and each Issuing Bank to extend credit to the Borrower, (iii) the loans agreement of the Hedge Creditors to enter into and borrowings maintain Hedging Obligations and the agreements of Xxxxxxxx Broadcasting Groupeach Bank Products Creditor to enter into or maintain Bank Products Obligations with one or more Loan Parties, Inc.are, in each case, conditioned upon, among other things, the execution and delivery of this Agreement by the Borrower and each Guarantor. Each Subsidiary Guarantor is a Texas corporation (subsidiary of the “Xxxxxxxx Borrower”) under , and each Grantor will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement dated as and from the entering into and/or maintaining of December 1, 2014 by such Hedging Obligations and/or Bank Products Obligations and among is willing to execute and deliver this Agreement in order to induce the Xxxxxxxx BorrowerLenders and the Issuing Banks to extend such credit, the lenders from time Hedge Creditors to time party thereto enter into and Bank of America, N.A. as the administrative agent, the collateral agent maintain such Hedging Obligations and the letter of credit issuer (as amended, supplemented, amended Bank Products Creditors to enter into and restated or otherwise modified from time to time, the “Existing Xxxxxxxx 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 maintain 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”)Products Obligations. The Nexstar Borrower has agreed to guarantee, and cause Nexstar Media and certain of its 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 containedAccordingly, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain Agreement and Plan of Mergerthe Credit Agreement, dated as of January 27May 26, 2016 2006 (as amended, supplemented or otherwise modified from time prior to time, including all schedules and exhibits theretothe Effective Date, the “Merger Existing Credit Agreement”), by among the Borrower, certain lenders party thereto and among Nexstar Broadcasting GroupCiticorp North America, Inc., as administrative agent,, the lenders under the Existing Credit Agreement agreed to make extensions of credit to the Borrower on the terms and conditions set forth therein, including making loans (the “Existing Loans”) to the Borrower. Speed Acquisition Vehicle, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary subsidiary of Nexstar the Borrower (the “Merger Sub”) and Media General), Inc.was organized by the Borrower to acquire control of Accelerated Care Plus Corp., a Virginia Delaware corporation (“Media General”), the Nexstar Borrower will acquire (the “AcquisitionAcquired Business”). Pursuant to the Agreement and Plan of Merger dated October 18, 2010 (the “Merger Agreement”) Media General by causing among the Borrower, the Merger Sub, the Acquired Business and the shareholders of the Acquired Business named therein, the Borrower and the Merger Sub have agreed to merge consummate a merger (the “Merger”) with the Acquired Business in which the Merger Sub shall be merged with and into Media General the Acquired Business with Media General being the Acquired Business surviving corporationsuch merger as a wholly-owned subsidiary of the Borrower. The proceeds of the borrowings hereunder will be used to refinance in full all Existing Loans, to fund a portion of the consideration payable in connection with the Merger and to provide ongoing working capital and for other general corporate purposes of the Borrower and its Subsidiaries. In furtherance of the foregoing, the Borrower has requested that the lenders provide a term B loan facility in the amount of $300,000,000 and a revolving credit facility in the amount of $100,000,000, and the Lenders have indicated their willingness to lend and the Issuer has indicated its willingness to issue letters of credit, in each case, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant 1. The Sponsor (as this and other capitalized terms used in these Preliminary Statements are defined in Section 1.01 below) intends (x) to that acquire (the “Activant Acquisition”) all of the outstanding common stock of Activant Group Inc., a Delaware corporation (“Activant”) and (y) to acquire (the “Epicor Acquisition” and, together with the Activant Acquisition, the “Acquisitions”) all of the outstanding common stock of Epicor Software Corporation, a Delaware corporation (“Epicor”). To effect the Acquisitions, (i) the Sponsor and certain other Investors will make the Equity Contribution, (ii) the Borrower will consummate the transactions pursuant to the Agreement and Plan of Merger, dated as of January 27April 4, 2016 2011 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Activant Merger Agreement”), by and among Nexstar Broadcasting Groupthe Borrower, Inc., a Delaware corporation, Neptune Sun5 Merger Sub, Inc., a Virginia Delaware corporation and a direct wholly-owned Subsidiary subsidiary of Nexstar the Borrower (“Sun5 Merger Sub”), Activant and Xxxxxxx & Xxxxxxxx Capital Partners V, L.P., a Delaware limited partnership, solely in its capacity as agent and attorney-in-fact for certain of Activant’s Stockholders and Common Optionholders (each as defined in the Activant Merger Agreement), (iii) pursuant to the Activant Merger Agreement, Sun5 Merger Sub will merge into and with Activant (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media GeneralActivant Merger”), with Activant as the Nexstar surviving entity, (iv) the Borrower will acquire (consummate 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 transactions pursuant to the conditions set forth in the Merger Agreement. The Nexstar Borrower Agreement 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 Plan of the Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit AgreementMerger, dated as of December 3April 4, 20122011 (the “Epicor Merger Agreement” and, by and among together with 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 timeActivant Merger Agreement, the “Existing Nexstar Credit AgreementMerger Agreements”), (ii) the loans and borrowings of the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting GroupElement Merger Sub, Inc., a Texas Delaware corporation and wholly-owned subsidiary of the Borrower (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx Credit AgreementElement Merger Sub”), (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”) Epicor and (v) pursuant to the loans Epicor Merger Agreement, Element Merger Sub will merge into 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 with Epicor (the “Existing Media General Credit AgreementEpicor Merger” and, together with the Activant Merger, the “Mergers”). The Nexstar Borrower has agreed to guarantee, and cause Nexstar Media and certain of its Subsidiaries to guarantee, with Epicor as 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:surviving entity.

PRELIMINARY STATEMENTS. Pursuant to the Merger Agreement (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Merger Sub, a direct wholly owned subsidiary of Holdings, will merge (the “Merger”) with and into the Parent Borrower, with (i) subject to dissenters’ rights, the Merger Consideration being paid, and (ii) Parent Borrower surviving as a wholly-owned subsidiary of the Parent Borrower. The Borrowers have requested that certain Agreement and Plan substantially simultaneously with the consummation of the Merger, dated as the Lenders extend credit in the form of January 27, 2016 (as amended, supplemented a Revolving Credit Facility to the Borrowers. The Revolving Credit Facility may include one or modified more Letters of Credit from time to time and one or more Swing Line Loans from time to time, including all schedules and exhibits thereto, . The proceeds of the Initial Revolving Borrowing (to the extent permitted in accordance with the definition of the term “Merger AgreementPermitted Initial Revolving Borrowing Purposes”), together with (i) a portion of which may include revolver borrowings to pay a cash portion of the Merger Consideration and the Transaction Expenses, (iii) the proceeds of the issuance of the New Senior Notes, and (iv) the proceeds of the Equity Contribution, will be used to finance the Debt Repayment and to pay the cash portion of the Merger Consideration and the Transaction Expenses. The proceeds of Revolving Credit Loans and Swing Line Loans made after the Closing Date and Letters of Credit will be used for (i) working capital needs of the Borrowers and their Subsidiaries, (ii) other general corporate purposes of the Borrowers and their Subsidiaries, and (iii) any other purpose not prohibited by this Agreement, including Restricted Payments and among Nexstar Broadcasting Grouprepayments of the Retained Existing Notes on their respective maturity dates. The applicable Lenders have indicated their willingness to lend, Inc.and the L/C Issuers have indicated their willingness to issue Letters of Credit, 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 corporationin each case, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant The Borrower has requested that (a) upon satisfaction (or waiver) of the conditions precedent set forth in Article IV, the Lenders extend credit to that certain Agreement the Borrower in the form of $920,000,000 of Initial Term Loans and Plan $125,000,000 of Merger, dated Revolving Commitments on the Closing Date as of January 27, 2016 a first lien secured credit facility and (as amended, supplemented or modified b) from time to time, including all schedules and exhibits theretothe Revolving Lenders make Revolving Loans, the “Merger Swing Line Lender to make Swing Line Loans and the Issuing Banks issue Letters of Credit, pursuant to the terms of this 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 (. Pursuant to the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”)Acquisition Agreement, the Nexstar Borrower will acquire (the “Acquisition”) Media General by causing Merger Sub from the WCG Holdco IV LLC, a Delaware corporation (the “Seller”) all of Seller’s right title and interest in and to merge all of its equity interests in each WCG Holdings IV Inc., a Delaware corporation (“Holdings IV”) and WCG Market Intelligence & Insights Inc., a Delaware corporation (“WCG Market Intelligence” and, together with and into Media General with Media General being Holdings IV, the surviving corporation, on the terms and subject “Acquired Business”). On or prior to the conditions set forth Closing Date, the Sponsors, Co-Investors and Company Persons will, directly or indirectly make the Minimum Equity Contribution. On the Closing Date, the Borrower will enter into the Second Lien Credit Agreement pursuant to which the Borrower shall borrow the Second Lien Term Loans in the Merger Agreementamount of $345,000,000 as a second lien secured credit facility. The Nexstar Borrower and On 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 BorrowerClosing Date, the Xxxxxxxx Borrower will repay or cause to be repaid all outstanding Indebtedness under, terminate any commitments under, and cause to be released any Liens securing obligations under (the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance “Closing Date Refinancing”) (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated that certain First Lien Credit Agreement, dated as of December 3October 21, 20122016, by and among the Nexstar BorrowerSeller, Nexstar Broadcasting Groupcertain affiliates of the Seller as borrowers thereto, Inc., a Delaware corporationcertain affiliates of the Seller as guarantors party thereto, the lenders from time to time party thereto and Bank of AmericaXxxxx Capital Markets LLC, N.A. as administrative agent, collateral agent, letter of credit issuer and swing line lender agent (as amended, supplementedrestated, amended and restated or otherwise modified from time to time, the “Existing Nexstar Credit Agreement”), and (ii) the loans and borrowings of the Borrower under the Fourth Amended and Restated that certain Second Lien Credit Agreement, dated as of December 3August 15, 20122016, by and among the BorrowerSeller, certain affiliates of the lenders from time to time party thereto and Bank of America, N.A. Seller 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 borrowers thereto, and Royal Bank certain affiliates of Canada, the Seller 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 CanadaGuggenheim Corporate Funding, LLC as the administrative agent, the letter of credit issuer, the swing line lender and the collateral agent (as amended, restated, amended and restated from time to time) (collectively, the “Existing Media General Credit AgreementIndebtedness”). The Nexstar Borrower has agreed proceeds of the Loans will be used to guaranteefinance the Transactions, for working capital and other purposes permitted by this Agreement, and cause Nexstar Media and certain of its 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 in any remedy under any Group Credit Agreement or other Group Loan Document, all payments received by the Group Lenders shall be applied event in accordance with the Intercreditor Agreement Among Group Section 6.16. The applicable Lenders have indicated their willingness to make Loans, and (iv) they shall be otherwise bound by each Issuing Bank has indicated its willingness to issue Letters of Credit, in each case, on the terms of and subject to the Intercreditor Agreement Among Group Lendersconditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that The Borrower, together with certain Agreement of its wholly-owned Domestic Subsidiaries and Plan one subsidiary organized under the laws of Merger, dated as of January 27, 2016 Gibraltar (as amended, supplemented or modified from time to time, including all schedules and exhibits theretocollectively, the “Merger AgreementDebtors”), by each filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code on April 13, 2016. Pursuant to the Confirmation Order, entered on March 17, 2017, the Bankruptcy Court confirmed the Debtors’ Plan of Reorganization, 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 Debtors will emerge from the Bankruptcy Cases pursuant thereto (the “Merger SubExit”) on the Closing Date. The Borrower has requested that on the Closing Date, the Term Lenders make Term Loans to the Borrower to finance a portion of the Transactions and to pay fees and expenses in connection with the Transactions (the “Transaction Costs”) and Media General, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire (the “Acquisition”) Media General by causing Merger Sub Term Lenders have agreed to merge with and into Media General with Media General being the surviving corporation, provide such Term Loans on the terms and subject to the conditions set forth herein. The Borrower has requested that, on the Second Amendment Effective Date and the Third Amendment Effective Date, the Incremental Revolving Lenders party to the Second Amendment and the Third Amendment, as applicable, make Incremental Revolving Commitments to the Borrower for general working capital purposes (including the issuance of Letters of Credit and Bank Guarantees), and such Incremental Revolving Lenders have agreed to provide such Incremental Revolving Commitments on the terms and subject to the conditions set forth herein and in the Merger AgreementSecond Amendment or the Third Amendment, as applicable. The Nexstar Borrower has requested that, on the Seventh Amendment Effective Date, (a) the Refinancing Revolving Lenders party to the Seventh Amendment, make Refinancing Revolving Commitments (as defined therein) to the Borrower and such Refinancing Revolving Lenders have agreed to provide such Refinancing Revolving Commitments on the VIE Borrowers have requested the applicable lenders to extend credit terms and subject to the applicable borrowers under various revolving conditions set forth herein and in the Seventh Amendment, and the letters of credit facilities (including sub-facilitiesidentified on Schedule 1.01(g) and term facilities under a credit agreement with Nexstar Borrower and a credit agreement with each hereto as of the Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 Seventh Amendment Effective Date (the “Existing Shield Credit AgreementLetters of Credit”) 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 and certain of its 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 deemed to be Letters of the applicable Class Credit for all purposes 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 Lendersthis Agreement. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:NAI-1504047260v2

PRELIMINARY STATEMENTS. Pursuant Issuer has duly authorized the execution and delivery of the Indenture to that certain provide for an issue of its Notes as provided in the Indenture. All covenants and agreements made by Issuer herein are for the benefit and security of the Noteholders. Issuer is entering into the Indenture, and Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the delivery of the Indenture, Issuer is entering into a Second Amended and Restated Transfer and Servicing Agreement with First National Funding LLC, a Nebraska limited liability company, as Transferor, and Plan First National Bank of MergerOmaha, dated a national banking association, as Servicer, pursuant to which (a) Transferor will convey to Issuer all of January 27its right, 2016 (as amendedtitle and interest in, supplemented or modified to and under the Receivables arising in the Accounts 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 which Transferor 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 have received from FNBO pursuant to the conditions set forth in Receivables Purchase Agreement and (b) Servicer will agree to service the Merger AgreementReceivables and make collections thereon on behalf of the Noteholders. The Nexstar Borrower Issuer 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 Indenture Trustee, or their predecessors in interest, had previously entered into a credit agreement with Nexstar Borrower and a credit agreement with each of the Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit AgreementMaster Indenture, dated as of December 3October 24, 20122002, as amended by and among the Nexstar Borrower, Nexstar Broadcasting Group, Inc., a Delaware corporation, the lenders from time First Amendment 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 the Borrower under the Fourth Amended and Restated Credit AgreementMaster Indenture, dated as of December 3November 17, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation 2003 (the “Xxxxxxxx BorrowerOriginal Indenture”) under the Credit Agreement and as amended and restated, in its entirety, by a First Amended and Restated Master Indenture dated as of December 120, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 2012 (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 AgreementIndenture”). The Nexstar Borrower has agreed to guaranteeThis Indenture amends and restates, and cause Nexstar Media and certain of in its Subsidiaries to guaranteeentirety, the obligations of each VIE Borrower under Existing Indenture and constitutes an indenture supplemental to 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 Existing Indenture pursuant 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 Section 10.02(b) 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:Existing Indenture.

PRELIMINARY STATEMENTS. Pursuant to that certain Agreement and Plan of Mergerthe Share Sale Agreement, dated as of January 27, 2016 Holdings will acquireindirectly acquired (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger AgreementDTZ Acquisition”), by and among Nexstar Broadcasting Groupdirectly or indirectly, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary the Equity Interests of Nexstar Borrower each Sale Entity (as defined in the Share Sale Agreement) (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media GeneralDTZ Acquired Companies”), 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in In connection therewith, it is intended that (a) the Sponsors, the Management Stockholders and any Co-Investors will makemade the DTZ Equity Contribution; (b) the Borrowers will obtainobtained an initial aggregate principal amount of $210,000,000 of Initial Loans; (c) the Borrowers will obtainobtained an initial aggregate principal amount of $280,000,000 of Delayed Draw Term Loans available on the Delayed Draw Funding Date under the Syndicated Facility Agreement (First Lien); (d) the Borrowers will obtainobtained an initial aggregate principal amount of $470,000,000 of First Lien Initial Term Loans pursuant to consummate the refinancing Syndicated Facility Agreement (First Lien); (e) the Borrowers will obtainobtained revolving credit commitments under the Syndicated Facility Agreement (First Lien) in an initial aggregate principal amount of certain credit facilities, including to refinance $150,000,000 and obtainobtained Revolving Credit Loans as permitted thereunder; and (f) the proceeds of (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”)DTZ Equity Contribution, (ii) the loans Initial Loans and borrowings (iii) the First Lien Initial Loans will bewere used to pay the consideration and other amounts owing in connection with the DTZ Acquisition under the Share Sale Agreement, to repay certain existing indebtedness and hedging obligations of the Borrower DTZ Acquired Companies and to pay all fees, costs and expenses incurred in connection with the Transactions and related transactions (including to fund any OID and upfront fees) and to provide working capital. Pursuant to the CT Merger Agreement, the proceeds of the Delayed Draw Term Loans shall bewere used by the Borrowers to acquire (the “CT Acquisition”), directly or indirectly, the Equity Interests of the Acquired Companies (as defined in the CT Merger Agreement) (the “CT Companies”). On the Delayed Draw Funding Date, without further action or consent from the Administrative Agent or the Lenders and as set forth in this Agreement, (i) the aggregate principal amount of revolving credit commitments under the Fourth Amended Syndicated Facility Agreement (First Lien) automatically increased by $50,000,000 and Restated Credit (ii) certain other terms, including without limitation, the dollar “baskets” in the negative covenants and certain ratio-based tests, will automatically adjustadjusted to reflect the acquisition of the CT Companies on the Delayed Draw Funding Date. Pursuant to the C&W Acquisition Agreement, dated as Holdings will indirectly acquire (the “C&W Acquisition”) the Equity Interests of December 3C&W Group, 2012Inc. (“C&W”). In connection therewith, by and among it is intended that (a) the BorrowerSponsors, the lenders from time Management Stockholders and any Co-Investors will make the C&W Equity Contribution on or prior to time party thereto and Bank the Second Lien Amendment No. 2 Effective Date; (b) the U.S. Borrower will obtain $250,000,000 aggregate principal amount of America2015-2 Incremental Loans on the Second Lien Amendment No. 2 Effective Date, N.A. as administrative agent and collateral agent (as amended, supplemented, amended and restated or otherwise modified from time c) the Borrowers will obtain $1,055,000,000 aggregate principal amount of First Lien Term Loans pursuant to time, the First Lien Amendment No. 2 on the Second Lien Amendment No. 2 Effective Date (the “Existing Mission Credit Agreement2015-1 First Lien Term Loans”), (iiid) Borrowers will refinance and replace the loans and borrowings of Xxxxxxxx Broadcasting Group, Inc., a Texas corporation First Lien Initial Term Loans pursuant to First Lien Amendment No. 2 on the Second Lien Amendment No. 2 Effective Date (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx Credit Agreement2015 First Lien Term Loan Repricing”), ; (ive) the loans and borrowings Borrowers will obtain $175,000,000 aggregate principal amount of WXXA-TV LLC, a Delaware limited liability company and WLAJ-TV LLC, a Delaware limited liability company (collectively, Incremental Revolving Credit Commitments pursuant to the “Shield Borrowers”) under First Lien Amendment No. 2 on 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 Second Lien Amendment No. 2 Effective Date (the “Existing Shield Credit Agreement2015-1 Revolving Commitment Increase”) ); and (vf) the loans and borrowings proceeds 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 and certain of its 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 AgreementsC&W Equity Contribution, (ii) certain voting rights under the Group Credit Agreements shall be exercised on an aggregated basis among the lenders under the Group Credit Agreements, 2015-2 Incremental Loans and (iii) after the exercise of any remedy under any Group Credit Agreement or 2015-1 First Lien Term Loans will be used on the Second Lien Amendment No. 2 Effective Date to pay the consideration and other Group Loan Document, all payments received by the Group Lenders shall be applied amounts owing in accordance connection with the Intercreditor Agreement Among Group Lenders C&W Acquisition under the C&W Acquisition Agreement, to effectuate the C&W Refinancing and (iv) they shall be otherwise bound by the terms hedging obligations of the Intercreditor Agreement Among Group LendersC&W Acquired Companies, to effectuate the 2015 First Lien Term Loan Repricing and to pay all fees, costs and expenses incurred in connection with the C&W Transactions and related transactions (including to fund any OID and upfront fees) and, in the case of the 2015-1 Revolving Commitment Increase, to provide working capital. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain the Purchase Agreement and Plan of Merger, dated as of January 27, 2016 (as amended, supplemented or modified from time to time, including all schedules this and exhibits thereto, the “Merger Agreement”other capitalized terms used in these preliminary statements are defined in Section 1.01 below), 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 Holdings agreed to acquire Reader’s Digest (the “Acquisition”) Media General by causing Merger Sub to merge through the merger of Acquisition Co with and into Media General Reader’s Digest (the “Merger”), with Media General Reader’s Digest being the surviving corporation. Immediately following and as a result of the Merger, Reader’s Digest will assume all rights and obligations of Acquisition Co as the Company hereunder. Pursuant to the WRC Acquisition Agreement, Holdings agreed to acquire WRC Media, Inc., a Delaware corporation (“WRC Media” and such acquisition, the “WRC Acquisition”). Substantially concurrently with the Acquisition, Holdings will contribute all of the capital stock of WRC Media to the Company. In addition, pursuant to the DH Acquisition Agreement, Holdings agreed to acquire Direct Holdings U.S. Corp., a Delaware corporation (“Direct Holdings” and, such acquisition, the “DH Acquisition” together with the Acquisition and the WRC Acquisition, the “Acquisitions”). Substantially concurrently with the Acquisition, Holdings will contribute all of the capital stock of Direct Holdings to the Company. Acquisition Co has requested that concurrently with the consummation of the Acquisitions, the Lenders extend credit to Acquisition Co and the German Borrower in the form of Term Loans in an initial aggregate Dollar Amount of $1,310,000,000 and in the form a Revolving Credit Facility in an initial aggregate amount of $300,000,000. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. The proceeds of the Term Loans and any Revolving Credit Loans made on the Closing Date, together with the proceeds of (i) the issuance of the Senior Subordinated Notes, (ii) the issuance of the Holdings Senior PIK Preferred, (iii) the issuance of the Holdings Common Equity, (iv) the Sponsor Equity Contributions, and (v) cash on hand at Reader’s Digest of up to $70,000,000 will be used to pay the cash portion of the Purchase Price and the Transaction Expenses and to refinance certain outstanding Indebtedness of Reader’s Digest, WRC Media and Direct Holdings. The proceeds of Revolving Credit Loans and Swing Line Loans and the Letters of Credit made on or after the Closing Date will be used for working capital and other general corporate purposes of Holdings and its Subsidiaries, including the financing of Permitted Acquisitions. The applicable Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant The Borrowers have requested that (i) the Term Loan A Lenders extend credit to that certain the Term Loan Borrower in the form of Term A Loans on the Closing Date in an initial aggregate principal amount of up to $250.0 million pursuant to this Agreement, (ii) the Term Loan B Lenders extend credit to the Term Loan Borrower in the form of Term B Loans on the Closing Date in an initial aggregate principal amount of up to $750.0 million pursuant to this Agreement and Plan (iii) the Revolving Credit Lenders extend credit to the Revolver Borrowers in accordance with the Revolving Credit Commitments in an initial aggregate principal amount of Mergerup to $250.0 million pursuant to this Agreement (with the aggregate principal amount of Revolving Credit Loans permitted to be borrowed on the Closing Date). On the Closing Date, Parent will enter into the Senior Notes Indenture pursuant to which Parent will issue Senior Notes in an aggregate principal amount of $400.0 million and the proceeds of the Loans, together with the Senior Notes and the cash on hand, will be used in part to repay in full all amounts due or outstanding under the Credit Agreement dated as of January 27February 15, 2016 (2017, as amendedamended and restated on March 8, supplemented or modified from time to time2018, including all schedules and exhibits among Parent, the Term Loan Borrower, HII, HIL, HLF Financing US , LLC, a Delaware limited liability company as the other term loan borrower thereunder, the guarantors party thereto, the lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the Term Loan Lenders and Coöperatieve Rabobank U.A., New York Branch, as administrative agent for the Revolving Credit Lenders (the “Merger Existing Credit Agreement”) and such repayment, together with the termination of all commitments thereunder and the release of all liens granted in connection therewith, the “Refinancing”), 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, pay Transaction Costs. The Lenders have indicated their willingness to extend credit 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain The Borrower has entered into the Agreement and Plan of Merger, dated as of January 27October 21, 2016 2015 (together with the exhibits and disclosure schedules thereto and as amended, supplemented or modified from time to time, including all schedules and exhibits theretoin effect on the Closing Date, the “Acquisition Agreement”) with Xxxxxxxx Acquisition Corporation, a Delaware corporation and a Wholly-owned Subsidiary of the Borrower (“Merger AgreementSub”), by and among Nexstar Broadcasting GroupSanDisk Corporation, a Delaware corporation (the “Target Company”), pursuant to which (i) Western Digital Technologies, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct whollyWholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media GeneralBorrower, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire all of the outstanding shares of the Target Company and (the “Acquisition”ii) Media General by causing Merger Sub to will merge with and into Media General the Target Company, with Media General being the Target Company surviving corporationsuch merger as a Wholly-owned Subsidiary of the Borrower (collectively, the “Xxxxxxxx Acquisition”). The Borrower has requested that (i) the Revolving Lenders provide a revolving credit facility to the Borrower on the Escrow Release Date in an aggregate principal amount of $1,000,000,000 pursuant to this Agreement, (ii) the Term A Lenders extend the Term A Loans to the Borrower on the Escrow Release Date in an aggregate principal amount of $4,125,000,000 pursuant to this Agreement, (iii) the U.S. Term B Lenders extend the U.S. Term B Loan to the Borrower on the Closing Date in an aggregate principal amount of $3,750,000,000 pursuant to this Agreement and (iv) the Euro Term B Lenders extend the Euro Term B Loan to the Borrower on the Closing Date in an aggregate principal amount of €885,000,000 pursuant to this Agreement. On the Closing Date, the Borrower and the Escrow Agent (as defined below) entered into an Escrow Agreement, pursuant to which the proceeds of the Term B Loans were deposited into the Escrow Account. On the Escrow Release Date, the borrowings of the Term Loans were used, together with the net proceeds of the issuance of the Senior Secured Notes and the Senior Unsecured Notes, the net proceeds of the Additional Bridge Facility, any borrowings of the Revolving Loans on the Escrow Release Date and cash on hand (i) to finance the Xxxxxxxx Acquisition and the Escrow Release Date Refinancing and (ii) to pay fees and expenses incurred in connection therewith. The Revolving Loans and Letters of Credit will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of the transactions that are not prohibited by the terms of this Agreement. The Lenders have indicated their willingness to lend 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant Immediately prior to that the effectiveness of this Agreement, the Borrower, Holdings, the lenders party thereto (including certain Agreement of the Lenders), Bank of America, as administrative agent and Plan of Mergeras an issuing bank thereunder, and the other financial institutions party thereto were party to the Credit Agreement, dated as of January 27July 22, 2016 2013 (as amended, restated, supplemented or otherwise modified from time prior to time, including all schedules and exhibits theretothe Closing Date, the “Merger Existing Credit Agreement”), pursuant to which the lenders party thereto (including certain of the Lenders) agreed, subject to the terms and conditions thereof, to extend credit to the Borrower thereunder in the form of a revolving credit facility (including a letter of credit facility thereunder). The Obligations (as defined in the Existing Credit Agreement) were guaranteed pursuant to the Guaranty (as defined in the Existing Credit Agreement) and secured pursuant to the Collateral Documents by a legal, valid, binding and among Nexstar Broadcasting Group, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation enforceable security interest and a direct wholly-owned Subsidiary fully perfected Lien in favor of Nexstar the Administrative Agent (as defined in the Existing Credit Agreement), for the ratable benefit of the Secured Parties (as defined in the Existing Credit Agreement), in the Collateral and the proceeds thereof. The Borrower has requested that the Revolving Credit Lenders (as defined in the “Merger Sub”Existing Credit Agreement) and Media Generalthe other Lenders party hereto agree, Inc.and such Revolving Credit Lenders (as defined in the Existing Credit Agreement) and other Lenders have agreed, subject to the terms and conditions hereof, to extend credit to the Borrower hereunder in the form of a Virginia corporation revolving credit facility (“Media General”)including a letter of credit facility hereunder) in an aggregate principal amount of $450,000,000 as of the date hereof, and the Nexstar Borrower will acquire Lenders have indicated their willingness to lend and the L/C Issuers (as defined herein) have indicated their willingness to issue letters of credit for the “Acquisition”) Media General by causing Merger Sub to merge with and into Media General with Media General being account of the surviving corporationBorrower, in each case, on the terms and subject to the conditions set forth in the Merger Agreementherein. The Nexstar Borrower revolving credit facility (including the letter of credit facility thereunder) under the Existing Credit Agreement will, on the terms and the VIE Borrowers have requested the applicable lenders to extend credit subject to the applicable borrowers under various conditions set forth herein, be replaced on the Closing Date with the revolving credit facilities facility (including sub-facilitiesthe letter of credit facility hereunder) under this Agreement in an aggregate principal amount of $450,000,000 as of the date hereof, on the terms and term facilities subject to the conditions set forth herein. In addition, on the Closing Date, the Borrower will pay any fees and other obligations accrued thereon to the Closing Date. It is the intent of the parties hereto that (i) this Agreement shall be deemed to be the Credit Agreement for all purposes under a the Collateral Documents and all extensions of credit agreement with Nexstar Borrower and a under this Agreement (including issuances of Letters of Credit) shall constitute extensions of credit agreement with under the Credit Agreement (as defined in each of the Borrower, Collateral Documents) for all purposes under the Xxxxxxxx Borrower Collateral Documents and no further designation shall be required to be made so that the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilitiesObligations, 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 all extensions of credit issuer and swing line lender under this Agreement (regardless when made or incurred), will be deemed Secured Obligations (as amended, supplemented, amended defined in the Collateral Documents) and restated or otherwise modified from time to time, the “Existing Nexstar Credit Agreement”), (ii) the loans Obligations under this Agreement will henceforth be guaranteed pursuant to the Guaranty and borrowings secured pursuant to the Collateral Documents by a legal, valid, binding and enforceable security interest and a fully perfected Lien in favor of the Borrower Administrative Agent, for the ratable benefit of the Secured Parties, in the Collateral and the proceeds thereof. In addition, Bank of America desires to resign as Administrative Agent under the Fourth Amended Existing Credit Agreement and Restated Credit Agreementeach of the other Loan Documents, dated as of December 3, 2012, by and among the Borrower, the lenders from time RBC desires to time party thereto and succeed Bank of America, N.A. America 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) Administrative Agent under the Credit Agreement dated as and each of December 1the other Loan Documents, 2014 by and among the Xxxxxxxx Borrower, the lenders from time to time party thereto and Bank of AmericaAmerica desires to assign its rights (other than with respect to actions taken or omitted to be taken prior to the effectiveness of this Agreement), N.A. responsibilities, duties and obligations under the Loan Documents to RBC, in each case as the administrative agent, the collateral agent further set forth herein. The Lenders and the letter Loan Parties (a) desire to acknowledge Bank of credit issuer (America’s resignation as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Xxxxxxxx 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”) Administrative Agent under the Credit Agreement dated and each of the other Loan Documents, (b) desire to appoint RBC 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 Administrative Agent 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 and certain of its 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 Documents and (ivc) they shall desire to acknowledge the assignment by Bank of America of its rights (other than with respect to actions taken or omitted to be otherwise bound by taken prior to the terms effectiveness of the Intercreditor Agreement Among Group Lendersthis Agreement), responsibilities, duties and obligations, to RBC, in each case as further set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain the Merger Agreement and Plan of Merger, dated as of January 27, 2016 (as amendedthis and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), supplemented LVB Acquisition Merger Sub, Inc. (“Merger Sub”), an Indiana corporation and a direct wholly owned subsidiary of Holdings, consummated an offer to purchase (together with any extensions and/or subsequent offering periods, the “Offer”) all outstanding shares of common stock, without par value of the Parent Borrower, at an offer price of $46.00 per share. Following the consummation of the Offer and substantially simultaneously with the initial Borrowings under the CF Facilities, Merger Sub will merge (the “Merger”) with and into the Parent Borrower, with (i) subject to dissenters’ rights, the Merger Consideration being paid, and (ii) the Parent Borrower surviving as a wholly owned subsidiary of Holdings. The Borrowers have requested that the Lenders extend credit to the Borrowers in the form of a Revolving Credit Facility in an initial aggregate principal amount of $350,000,000. The Revolving Credit Facility may include one or modified more Letters of Credit from time to time and one or more Swing Line Loans from time to time, including all schedules and exhibits thereto, . The proceeds of the Initial Revolving Borrowing (to the extent permitted in accordance with the definition of the term “Merger AgreementPermitted Initial Revolving Borrowing Purposes”), by if any, together with (i) a portion of the Borrowers’ cash on hand, (ii) the borrowings under the CF Facilities on the Closing Date, (iii) the borrowings under the Senior Interim Loan Facility and among Nexstar Broadcasting Groupthe Senior Subordinated Interim Loan Facility, Inc.if any, a Delaware corporationand (iv) the proceeds of the issuance of the Senior Notes and the Senior Subordinated Notes, Neptune if any, will be used on or about the Closing Date to finance the repayment of all amounts outstanding under the Tender Offer Facility and pay the Merger SubConsideration and the Transaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrowers and their Subsidiaries, Inc.including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrowers and their Subsidiaries. The applicable Lenders have indicated their willingness to lend, a Virginia corporation and a direct wholly-owned Subsidiary the L/C Issuers have indicated their willingness to issue Letters of Nexstar Borrower (the “Merger Sub”) and Media GeneralCredit, 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 corporationin each case, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain The Borrower has entered into the Agreement and Plan of Merger, dated as of January 27October 21, 2016 2015 (together with the exhibits and disclosure schedules thereto and as amended, supplemented or modified from time to time, including all schedules and exhibits theretoin effect on the date hereof, the “Acquisition Agreement”) with Xxxxxxxx Acquisition Corporation, a Delaware corporation and a Wholly-owned Subsidiary of the Borrower (“Merger AgreementSub”), by and among Nexstar Broadcasting GroupSanDisk Corporation, a Delaware corporation (the “Target Company”), pursuant to which (i) Western Digital Technologies, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct whollyWholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media GeneralBorrower, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire all of the outstanding shares of the Target Company and (the “Acquisition”ii) Media General by causing Merger Sub to will merge with and into Media General the Target Company, with Media General being the Target Company surviving corporationsuch merger as a Wholly-owned Subsidiary of the Borrower (collectively, the “Xxxxxxxx Acquisition”). The Borrower has requested that (i) the Revolving Lenders provide a revolving credit facility to the Borrower on the Escrow Release Date in an aggregate principal amount of $1,000,000,000 pursuant to this Agreement, (ii) the Term A Lenders extend the Term A Loans to the Borrower on the Escrow Release Date in an aggregate principal amount of $4,125,000,000 pursuant to this Agreement, (iii) the U.S. Term B Lenders extend the U.S. Term B Loan to the Borrower on the Closing Date in an aggregate principal amount of $3,750,000,000 pursuant to this Agreement and (iv) the Euro Term B Lenders extend the Euro Term B Loan to the Borrower on the Closing Date in an aggregate principal amount of €885,000,000 pursuant to this Agreement. On the Closing Date, the Borrower and the Escrow Agent (as defined below) will enter into an Escrow Agreement, pursuant to which the proceeds of the Term B Loans will be deposited into the Escrow Account. On the Escrow Release Date, the borrowings of the Term Loans will be used, together with the net proceeds of the issuance of the Senior Secured Notes and the Senior Unsecured Notes, the net proceeds of the Additional Bridge Facility, any borrowings of the Revolving Loans on the Escrow Release Date and cash on hand (i) to finance the Xxxxxxxx Acquisition and the Escrow Release Date Refinancing and (ii) to pay fees and expenses incurred in connection therewith. The Revolving Loans and Letters of Credit will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of the transactions that are not prohibited by the terms of this Agreement. The Lenders have indicated their willingness to lend 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain the Agreement and Plan of Merger, dated as of January 27April 21, 2016 2015 (together with the exhibits, annexes and disclosure schedules thereto, as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Acquisition Agreement”), by and among Nexstar Broadcasting GroupEMC Acquisition Holdings, LLC, a Delaware limited liability company, Scisco Parent, Inc., a Delaware corporationcorporation and subsidiary of the Borrower, Neptune Scisco Merger Sub, Inc., a Virginia Washington corporation and a direct wholly-owned Subsidiary subsidiary of Nexstar Scisco Parent, Inc. (“Mergersub”), the Borrower (the “Merger Sub”for certain limited purposes) and Media GeneralSeaMobile, Inc., a Virginia Washington corporation (“Media GeneralTarget”), Mergersub will be merged with and into the Nexstar Target, and the Target will be the surviving entity resulting from the merger as a wholly-owned indirect subsidiary of the Borrower will acquire (the “Acquisition”). The Borrower has requested that, substantially simultaneously with the consummation of the Acquisition, the Lenders extend credit to the Borrower in the form of Initial Term Loans (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) Media General by causing Merger Sub on the Closing Date. The proceeds of the Initial Term Loans, together with cash on hand, and the proceeds of the First Lien Term Loans and any Revolving Credit Loans made on the Closing Date under the First Lien Credit Agreement will be used on the Closing Date (i) to merge refinance all existing credit facilities and material debt for borrowed money of the Borrower and its Subsidiaries and of Target and its Subsidiaries, (ii) to finance the Acquisition and (iii) to pay fees and expenses incurred in connection with and into Media General with Media General being the surviving corporation, Transactions. The applicable Lenders have indicated their willingness to lend 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

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 Borrower, the Xxxxxxxx Borrower Administrative Agent, the Collateral Agent, the lenders party thereto and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit other agents party thereto entered into a Loan Agreement, dated as of December 3May 15, 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 2013 (as amended, supplemented, amended and restated or otherwise modified from time to timeby the Incremental Amendment No. 1, the “Existing Nexstar Original Credit Agreement”), (ii) under which the loans lenders thereunder agreed to extend certain credit facilities. The Borrower and borrowings National Processing Company, a Nebraska corporation and a Wholly-owned Subsidiary of the Borrower under (“NPC”), have entered into the Fourth Amended and Restated Credit Transaction Agreement, dated as of December 3May 12, 2012, by 2014 (together with the exhibits and among the 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 timedisclosure schedules thereto, the “Existing Mission Credit Acquisition Agreement”), with, inter alios, MPS Holding Corp. (iii) the loans and borrowings of Xxxxxxxx Broadcasting Group, Inc.formerly known as SLP III Quicksilver Feeder Corp.), a Texas Delaware corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx Credit AgreementTarget Corporation”), Mercury Payment Systems, LLC, a Delaware limited liability company (ivthe “Target Company”), and SLP III Quicksilver Feeder I, L.P., a Delaware limited partnership (“Seller”), pursuant to which (i) NPC will purchase the loans capital stock of the Target Corporation and borrowings of WXXA-TV (ii) Mars Merger Sub, LLC, a Delaware limited liability company and WLAJa Wholly-TV LLCowned Subsidiary of NPC (“Merger Sub”), will merge with and into the Target Company, with the Target Company surviving such merger as a Delaware limited liability company Wholly-owned Subsidiary of NPC (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 AgreementMercury Acquisition”). The Nexstar In connection with the Mercury Acquisition, the Borrower has requested, and the Lenders have agreed to guarantee, amend and cause Nexstar Media and certain of its Subsidiaries to guarantee, restate the obligations of each VIE Borrower under the applicable VIE Original Credit Agreement on the terms 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, conditions contained herein 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 pursuant 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 LendersRestatement Agreement. In consideration of the mutual covenants and agreements herein containedset forth in this Agreement, the parties hereto covenant and to this Agreement agree as follows:

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 theretothe Merger Agreement, the Borrower intends to acquire all of the Shares pursuant to a two-step transaction in which (i) Acquisition Sub will acquire pursuant to the Tender Offer, for a purchase price of $51.00 per share in cash, those Shares that have been validly tendered and not withdrawn and accepted for payment pursuant to the Tender Offer (the “Tender Consideration”) and (ii) on the Merger Date and in accordance with the Merger Agreement, Acquisition Sub will be merged with and into LifeCell with LifeCell being the surviving corporation (the “Merger”), by and among Nexstar Broadcasting Group, Inc., a Delaware corporation, Neptune pursuant to the Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower each Share not acquired in the Tender Offer (other than Dissenting Shares (as defined in the Merger Agreement)) will be converted into the right to receive $51.00 in cash (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media GeneralConsideration”). The total cash consideration required to consummate the Tender Offer and the Merger and to pay related fees and expenses is approximately $1,858,000,000. The Borrower has requested that (i) the Lenders make available Term A Loans in an aggregate amount of $1,000,000,000 on the Closing Date, the Nexstar proceeds of which will be used by the Borrower will acquire (on the “Acquisition”) Media General by causing Merger Closing Date to enable Acquisition Sub to merge pay the Tender Consideration in respect of those Shares that have been validly tendered and not withdrawn in the Tender Offer and that have been accepted for payment on the Closing Date and to pay related fees and expenses and (ii) the Lenders make available Revolving Credit Loans and the L/C Issuer issue Letters of Credit for the account of the Borrower in an aggregate amount of up to $300,000,000 from time to time on and after the Closing Date, the proceeds of which will be used, together with cash on hand (x) after the Closing Date, to enable Acquisition Sub to pay the Tender Consideration in respect of those additional Shares that are validly tendered and into Media not withdrawn in a subsequent offering period pursuant to the Tender Offer, (y) to enable Acquisition Sub to pay the Merger Consideration on or immediately after the effective date of the Merger and to pay the appraised value of any Shares held by holders who have properly perfected rights to appraisal in accordance with Section 262 of the Delaware General with Media General being Corporation Law and (z) on and after the surviving corporationClosing Date, to pay fees and expenses related to all of the foregoing and for general corporate purposes, all on the terms and subject to the conditions set forth in the Merger Agreement. The Nexstar Borrower herein, 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 Borrower, the Xxxxxxxx Borrower Lenders and the Shield Borrowers respectively L/C Issuer have indicated their willingness on and subject to finance the Acquisition such terms and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersconditions. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain Agreement and Plan Each 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 GroupBentley Mills, Inc., a Delaware corporationCorpxxxxxon ("Bentley"), Neptune Merger SubChatham Marketing Co., a North Carolina corporation ("Chatham"), Guilford of Maine Marketing Co., a Nevada corporation ("Guilford"), Intek Marketing Co., a Nevada corporation ("Intek"), Interface Architectural Resources, Inc., a Virginia Michigan corporation and a direct wholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media General"Interface Architectural"), Interface Flooring Systems, Inc., a Virginia Georgia corporation (“Media General”"Interface Flooring"), Pandel, Inc., a Georgia corporation ("Pandel"), Prince Street Technologies, Ltd., a Georgia corporation ("Prince Street"), and Toltec Fabrics, Inc., a Georgia corporation ("Toltec,") is a wholly-owned direct or indirect Subsidiary of Originator. Each of Chatham, Pandel and Interface Architectural (each, a "New Original Seller" and, collectively, the Nexstar Borrower "New Original Sellers") now owns, and from time to time hereafter will acquire own, Receivables. Each of Bentley, Guilford and Interface Flooring is a party to a Transfer Agreement, each dated August 4, 1995, between such Original Seller and Buyer, and each of Intek, Prince Street and Toltec (each, an "Existing Original Seller" and, together with Bentley, Guilford and Interface Flooring, collectively, the “Acquisition”"Existing Original Sellers") Media General by causing Merger Sub is party to merge with a Transfer Agreement, each dated December 27, 1996, between such Original Seller and into Media General with Media General being the surviving corporationBuyer (each such Transfer Agreement, as previously amended or modified and as in effect on the date hereof, an "Existing Agreement" and, collectively, the "Existing Agreements"), pursuant to which the Buyer purchases receivables from such Existing Original Seller in accordance with the terms and subject to the conditions set forth in the Merger Agreementthereof. 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 Each of the BorrowerExisting Original Seller wishes to terminate its respective Existing Agreement in accordance with the terms thereof, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit enter into a Receivables Transfer 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 date hereof (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Nexstar Credit "Transfer Agreement”"), (ii) pursuant to which the loans New Original Sellers and borrowings the Existing Original Sellers will sell to Originator and Originator will purchase from such New Original Sellers and Existing Original Sellers their respective Receivables, together with the Related Security and Collections with respect thereto, in accordance with the terms and conditions thereof. Originator wishes to sell to Buyer and Buyer wishes to purchase from Originator, all of Originator's right, title and interest in and to the Receivables, Related Security and Collections purchased by Originator pursuant to the terms of the Borrower under Transfer Agreement in accordance with the Fourth Amended terms hereof. Each of Originator and Restated Credit AgreementBuyer intends the transactions contemplated hereby to be true sales of the Receivables from Originator to Buyer, providing Buyer with the full benefits of ownership of the Receivables, and neither Originator nor Buyer intends these transactions to be, or for any purpose to be characterized as, loans from Buyer to Originator. Following the purchase of Receivables from the Originator, Buyer will sell undivided interests therein and in the associated Related Security and Collections pursuant to that certain Receivables Purchase Agreement dated as of December 319, 20122000 (as the same may from time to time hereafter be amended, by and among the Borrowersupplemented, restated or otherwise modified, the lenders "Purchase Agreement") among Buyer, Interface, Inc., as Servicer, Jupiter Securitization Corporation ("Company"), the financial institutions from time to time party thereto as "Financial Institutions" and Bank of AmericaOne, N.A. as administrative NA (Main Office Chicago) or any successor agent and collateral agent (as amended, supplemented, amended and restated or otherwise modified from time appointed pursuant to time, the “Existing Mission Credit Agreement”), (iii) the loans and borrowings of Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Purchase Agreement, as agent for Company and agreements herein containedsuch Financial Institutions (in such capacity, the parties hereto covenant and agree as follows:"Agent").

PRELIMINARY STATEMENTS. Pursuant The Borrower, Deutsche Bank Trust Company Americas, as administrative agent and collateral agent, and the lenders from time to time party thereto, entered into that certain Agreement and Plan of MergerCredit Agreement, dated as of January 27October 26, 2016 2012 (as amendedamended by the First Amendment to Credit Agreement, supplemented Guaranty and Security Agreement dated as of April 10, 2013 and the Second Amendment to Credit Agreement dated as of January 3, 2014, the “Existing Credit Agreement”), providing for term loans (the “Term B Loans”) in an original aggregate principal amount of $1,000,000,000 and a Revolving Credit Facility in an initial aggregate principal amount of $225,000,000 (the “Existing Revolving Credit Facility”). The Borrower has requested that the Lenders extend additional credit to the Borrower on the Closing Date in the form of (i) Term A Loans on the Closing Date in an initial aggregate principal amount of $1,000,000,000300,000,000 and (ii) a refinancing of the Existing Revolving Credit Facility in an initial aggregate principal amount of $225,000,000.600,000,000. The Revolving Credit Facility may include one or modified more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of the Term Loans, including all schedules together with certain cash available on the balance sheet of the Borrower, will be used to (a) refinance in full the Existing Credit Agreement and exhibits thereto, (b) fund certain fees and expenses associated with the “Merger Agreement”), by refinancing of the Existing Credit Agreement and among Nexstar Broadcasting Group, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation the TransactionA Loans and a direct wholly-owned Subsidiary $400,000,000 of Nexstar Borrower Revolving Credit Loans will be used to partially prepay the Term B Loans on the Closing Date (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media GeneralTerm B Paydown”). The proceeds of the Revolving Credit Loans and Swing Line Loans and the Letters of Credit issued (or continued) under the Revolving Credit Facility will be used (a) to fund certain fees and expenses associated with the refinancing of the Existing Credit Agreement and the Transaction and (b) for general corporate purposes of the Borrower and the Restricted Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the Nexstar Borrower will acquire L/C Issuers have indicated their willingness to issue (the “Acquisition”or continue hereunder) Media General by causing Merger Sub to merge with and into Media General with Media General being the surviving corporationLetters of Credit, in each case, on the terms and subject to the conditions set forth in the Merger Agreementherein. 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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. 55738387_110 In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain Agreement and Plan of Mergerthe Share Sale Agreement, 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 Holdings will acquire (the “DTZ Acquisition”) Media General by causing Merger Sub to merge with and into Media General with Media General being ), directly or indirectly, the surviving corporation, on the terms and subject to the conditions set forth Equity Interests of each Sale Entity (as defined in the Merger Share Sale Agreement) (the “DTZ Acquired Companies”). 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in In connection therewith, it is intended that (a) the Sponsors, the Management Stockholders and any Co-Investors will make the DTZ Equity Contribution; (b) the Borrowers will obtain an initial aggregate principal amount of $470,000,000 of Initial Term Loans; (c) the Borrowers will obtain an initial aggregate principal amount of $280,000,000 of Delayed Draw Term Loans available on the Delayed Draw Funding Date; (d) the Borrowers will obtain an initial aggregate principal amount of $210,000,000 of Second Lien Term Loans pursuant to consummate the refinancing Second Lien Credit Agreement (the “Second Lien Initial Term Loans”); (e) the Borrowers will obtain Revolving Credit Commitments under this Agreement in an initial aggregate principal amount of certain credit facilities, including to refinance $150,000,000 and obtain Revolving Credit Loans as permitted under this Agreement; and (f) the proceeds of (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”)DTZ Equity Contribution, (ii) the loans Initial Loans and borrowings of the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Second Lien Initial Term Loans will be used to pay the consideration and borrowings other amounts owing in connection with the DTZ Acquisition under the Share Sale Agreement, to repay certain existing indebtedness and hedging obligations of Xxxxxxxx Broadcasting Groupthe DTZ Acquired Companies and to pay all fees, Inc.costs and expenses incurred in connection with the Transactions and related transactions (including to fund any OID and upfront fees) and to provide working capital. Pursuant to the CT Merger Agreement, a Texas corporation the proceeds of the Delayed Draw Term Loans shall be used by the Borrowers to acquire (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx Credit AgreementCT Acquisition”), (iv) the loans and borrowings of WXXA-TV LLC, a Delaware limited liability company and WLAJ-TV LLC, a Delaware limited liability company (collectivelydirectly or indirectly, the “Shield Borrowers”Equity Interests of the Acquired Companies (as defined in the CT Merger Agreement) 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 AgreementCT Companies”). The Nexstar Borrower has agreed to guaranteeOn the Delayed Draw Funding Date, without further action or consent from the Administrative Agent or the Lenders and cause Nexstar Media and certain of its 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 as set forth in this 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 the aggregate principal amount of the same Class under the applicable Group Revolving Credit Agreements shall be held on a pro rata basis among lenders of the applicable Class under such Group Credit Agreements, Commitments will automatically increase by $50,000,000 and (ii) certain voting rights under other terms, including without limitation, the Group Credit Agreements shall be exercised on an aggregated basis among dollar “baskets” in the lenders under negative covenants and certain ratio-based tests, will automatically adjust to reflect 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 acquisition of the Intercreditor Agreement Among Group LendersCT Companies on the Delayed Draw Funding Date. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant The Borrower, the Guarantors, Bank of America, as administrative agent and collateral agent and the other lenders, swing line lenders and letter of credit issuers party thereto entered into a credit agreement dated as of January 30, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”). The Borrower has requested that certain the applicable Lenders extend credit to the Borrower on the Restatement Effective Date in the form of term loans in an initial aggregate principal amount of $650,000,000. The proceeds of the term loan borrowings hereunder will be used (i) to repay in full the existing term loans and any accrued interest and fees of the Borrower under the Existing Credit Agreement and Plan (ii) to finance the acquisition through one of Mergerthe Borrower’s wholly owned subsidiaries (the “Acquisition”) of certain assets of Lafarge North America Inc. (the “Seller”) pursuant to the Asset Purchase Agreement, dated as of January 27April 16, 2016 2015 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Acquisition Agreement”), by and among Nexstar Broadcasting Groupbetween Continental Cement Company, Inc.L.L.C., a Delaware corporationlimited liability company, Neptune Merger Suband indirect wholly owned subsidiary of the Borrower, Inc.and the Seller, a Virginia corporation and a direct wholly-owned Subsidiary in each such case, simultaneously herewith. Subject to the satisfaction of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”)conditions set forth in Section 4.01 hereof, the Nexstar Borrower will acquire (parties hereto as of the “Acquisition”) Media General by causing Merger Sub Restatement Effective Date have agreed to merge with amend and into Media General with Media General being restate the surviving corporationExisting Credit Agreement in the form of this Agreement, and the applicable Lenders have indicated their willingness to lend and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth in the Merger Agreementherein. The Nexstar Borrower and has further requested that on the VIE Borrowers have requested Amendment No. 2 Effective Date, all Restatement Effective Date Term Loans be converted to New Term Loans or be prepaid from 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 proceeds of newly funded New Term Loans and/or cash on hand of the Borrower. Subject to the satisfaction of the conditions set forth in Section 3 of Amendment No. 2, the Xxxxxxxx Borrower and the Shield Borrowers respectively parties thereto have agreed to finance the Acquisition and the Transaction Expenses andlend New Term Loans and/or convert their Restatement Effective Date Term Loans into New Term Loans, in connection therewitheach case, to consummate on the refinancing of certain credit facilities, including to refinance (i) the loans terms 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 subject to the Nexstar Borrower conditions set forth therein 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain the Agreement and Plan of MergerMerger dated July 21, dated as of January 27, 2016 2008 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Acquisition Agreement”)) among the Borrower, by and among Nexstar Broadcasting GroupFalcon Acquisition Sub, Inc., a Delaware corporation, Neptune corporation and an indirect Wholly-Owned Subsidiary of the Borrower (“Merger Sub”), and Foundry Networks, Inc., a Virginia Delaware corporation and a direct wholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media GeneralAcquired Business”), Merger Sub will merge with and into the Nexstar Borrower will acquire Acquired Business (the “Acquisition”), with the Acquired Business surviving such merger as an indirect Wholly-Owned Subsidiary of the Borrower. The proceeds of the borrowings hereunder will be used to fund a portion of the Transaction and provide ongoing working capital and for other general corporate purposes of the Borrower and its Subsidiaries. The Borrower has requested that (i) Media General by causing Merger Sub the Revolving Credit Lenders provide Revolving Credit Commitments of $125,000,000 in the aggregate to merge be available for Revolving Credit Loans; (ii) the Term Loan Lenders make Term Loans in the amount of $1,100,000,000 on the Closing Date; and (iii) the L/C Issuer issue letters of credit for the account of the Borrower. The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. Concurrently with the Closing Date, the Borrower will enter into the Pre-Funding Security Agreement (as defined below) with the Administrative Agent, pursuant to which the gross proceeds from the Term Loans funded on the Closing Date and into Media General an additional amount in cash sufficient to pay accrued and unpaid interest on the principal amount of the Term Loans from the date hereof to December 31, 2008 (collectively, with Media General being any other property from time to time subject to the surviving corporationPre-Funding Security Agreement (as defined below), the “Pre-Funding Security”) will be deposited in an account that will be pledged to the Administrative Agent for the benefit of the Term Loan Lenders. The Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in each case, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

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 Xxxxxxxx Mxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilitiesRefinancing, 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 Borrower “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 Xxxxxxxx Mxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Mxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx Mxxxxxxx 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 Xxxxxxxx Mxxxxxxx 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 Media, the other Holding Companies and certain of its 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:

PRELIMINARY STATEMENTS. Pursuant The Borrower has requested that the Lenders extend credit to the Borrower in the form of $400.0 million of Closing Date Term Loans on the Funding Date as a secured credit facility to (i) fund the Closing Date Refinancing and (ii) provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, subject to the conditions set forth in this Agreement. The Borrower has also requested that certain Agreement and Plan of Mergerthe lenders under Super-Priority Revolving Credit Agreement, dated as of January 27, 2016 the date hereof (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Super-Priority Revolving Credit Agreement”), among the Borrower, the Super-Priority Revolving Lenders (as herein defined) and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent extend credit to the Borrower in the form of a $60,000,000 secured revolving credit facility. The Borrower desires to secure all of its Obligations under the Loan Documents and the Super-Priority Revolving Loan Documents (as herein defined) by granting to the Collateral Agent, for the benefit of the Collateral Agent and among Nexstar Broadcasting Group, Inc.the Lenders, a Delaware corporationfirst priority perfected Lien upon its Collateral. Each Guarantor (as herein defined) is willing to guaranty all of the Obligations of the Borrower to the Lenders under the Loan Documents, Neptune Merger Suband to grant to the Collateral Agent, Inc.for the benefit of the Collateral Agent and the Lenders and the Super-Priority Revolving Lenders, a Virginia corporation first priority Lien upon its Collateral. The proceeds of the Closing Date Term Loans, together with cash on hand, will be used on the Funding Date, (i) to fund the Closing Date Refinancing, (ii) to pay the Transaction Expenses, and a direct wholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”iii) 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, fund amounts required for working capital. The applicable Lenders have indicated their willingness to lend 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant The Guarantor is Parent (as defined in the Credit Agreement) to the Borrower (defined below), and party to that certain Agreement and Plan of MergerSubsidiary Guaranty, dated as of January 27August 12, 2016 2010 (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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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, supplementedrestated, amended and restated restated, supplemented or otherwise modified from time to time, the “Existing Nexstar MLP Guaranty”). Foresight Energy LLC, a Delaware limited liability company and wholly owned subsidiary of the Guarantor (the “Borrower”), certain subsidiaries of the Borrower as subsidiary guarantors (the “Subsidiary Guarantors”) and the financial institutions and other Persons party thereto are party to a Second Amended and Restated Credit Agreement dated as of August 23, 2013 (as amended through the date hereof, the “Existing Credit Agreement”), (ii) the loans and borrowings of the Borrower under the Fourth Amended and Restated Credit . The Guarantor is party to that certain Amendment Agreement, dated as of December 3August 30, 2012, by and among the Borrower, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent 2016 (as amended, supplemented, amended and restated restated, supplemented or otherwise modified from time to time, the “Existing Mission Credit Amendment Agreement”), with the Borrower, the Subsidiary Guarantors, each of the Lender Parties party thereto and Citibank, N.A., as Administrative Agent and Collateral Agent (iii) “Agent”). Pursuant to the loans terms of the Amendment Agreement, the Existing Credit Agreement will be amended and borrowings of Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (restated to the “Xxxxxxxx Borrower”) under the Third Amended and Restated Credit Agreement dated as of December 1August 30, 2014 by and among the Xxxxxxxx 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 2016 (as amended, supplemented, amended and restated restated, supplemented or otherwise modified from time to time, the “Existing Xxxxxxxx Credit Agreement”); the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with certain Lender Parties party thereto and the Agent as Collateral Agent and Administrative Agent. The Guarantor, (iv) as Parent to the loans Borrower, will derive substantial direct and borrowings of WXXA-TV LLCindirect benefits from the transactions contemplated by the Amendment Agreement and the Credit Agreement and may receive, directly or indirectly, a Delaware limited liability company and WLAJ-TV LLC, a Delaware limited liability company (collectively, portion of the “Shield Borrowers”) proceeds of the Loans under the Credit Agreement dated as of July 31, 2013 by and among the Shield Borrowers, Shield Media LLC, Agreement. It is 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 and certain of its 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 condition precedent to the Nexstar Borrower Amendment Agreement that the Guarantor shall have executed and delivered this Guaranty in order to amend and restate 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:Existing MLP Guaranty.

PRELIMINARY STATEMENTS. Pursuant to that certain the Merger Agreement (as this and Plan other capitalized terms used in these preliminary statements are defined in Section 1.01 below), (i) Team Health MergerSub, Inc., a Tennessee corporation and a wholly owned subsidiary of the Borrower, shall be merged with and into Team Health, Inc., a Tennessee corporation and majority-owned subsidiary of Holdings, with Team Health, Inc. as the surviving corporation (the “Reorganization Merger”) and (ii) Ensemble Acquisition LLC, a Delaware limited liability company (“Merger Sub”), shall be merged with and into Holdings, with Holdings as the surviving corporation (the “Recapitalization Merger” and, together with the Reorganization Merger, dated as the “Mergers”). The Borrower has requested that simultaneously with the consummation of January 27the Mergers, 2016 the Lenders extend credit to the Borrower in the form of (as amended, supplemented i) Term Loans in an initial aggregate principal amount of $425,000,000 and (ii) a Revolving Credit Facility in an initial aggregate principal amount of $125,000,000. The Revolving Credit Facility may include one or modified more Swing Line Loans and one or more Letters of Credit from time to time, including all schedules and exhibits thereto. Simultaneously with the consummation of the Mergers, the “Borrower and, if applicable, Holdings, will make the Management Equity Loan. The proceeds of the Term Loans made on the Closing Date, together with the proceeds of (i) the issuance of the Senior Subordinated Notes and (ii) the Equity Contribution, will be used to finance the Debt Prepayment and the repayment of certain other existing Indebtedness of the Company and its Subsidiaries and pay the Merger Agreement”)Consideration and the Transaction Expenses. The proceeds of up to an aggregate principal amount of $25,000,000 of Revolving Credit Loans made on the Closing Date will be used for working capital purposes of the Borrower and its Subsidiaries and to fund the Management Equity Loan and the proceeds of any Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, by and among Nexstar Broadcasting Groupincluding, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower (after the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”)Closing Date, the Nexstar financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower will acquire (and its Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the “Acquisition”) Media General by causing Merger Sub L/C Issuers have indicated their willingness to merge with and into Media General with Media General being the surviving corporationissue Letters of Credit, in each case, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant 1. Parent Borrower intends to repay the principal, accrued and unpaid interest, fees, premium, if any, and other amounts, under that certain Agreement Second Amended and Plan of MergerRestated Credit Agreement, dated as of January 2730, 2016 (as amended2019, supplemented or modified by and among Parent Borrower, the other loan parties party thereto from time to time, including all schedules JPMorgan Chase Bank, N.A., as administrative agent and exhibits theretoas collateral agent, and the “Merger lenders from time to time party thereto (as amended by Amendment No. 1 to Second Amended and Restated Credit Agreement”), dated as of February 7, 2020, by and among Nexstar Broadcasting GroupParent Borrower, Inc.the other loan parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto and as otherwise amended, supplemented, waived or otherwise modified through the date hereof, the “Existing ABL Credit Agreement”) and have all security interests and guarantees terminated and certain existing letters of credit issued by a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower lender under the Existing ABL Credit Agreement (or an Affiliate thereof) will be “rolled over” on the Closing Date (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media GeneralRevolver Refinancing”), . 2. Parent Borrower has requested that the Nexstar Borrower will acquire Lenders extend credit to the Borrowers in the form of Revolving Credit Commitments in an initial aggregate principal amount of $350,000,000 (the “AcquisitionInitial Revolving Facility”) Media General by causing Merger Sub ). The Initial Revolving Facility may include one or more Letters of Credit from time to merge with time. 3. The proceeds of Revolving Credit Loans and into Media General with Media General being Letters of Credit will be used to consummate the surviving corporationRevolver Refinancing and for working capital and other general corporate purposes of Parent Borrower and its Subsidiaries, including Capital Expenditures and the financing of Permitted Acquisitions. 4. The applicable Lenders have indicated their willingness to lend, and the L/C Issuer has indicated its willingness to issue Letters of Credit, in each case, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:: 1 #96352060v15 #96352060v15

PRELIMINARY STATEMENTS. Pursuant to Alliance Resource Operating Partners, L.P., a Delaware limited partnership (the “Borrower”), JPMorgan, as administrative agent, and certain lenders party thereto, previously entered into that certain Agreement Fourth Amended and Plan of MergerRestated Credit Agreement, dated as of January 27, 2016 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time prior to time, including all schedules and exhibits theretothe date hereof, the “Merger Existing Credit Agreement”), by and among Nexstar Broadcasting Groupas a condition to the effectiveness of the Existing Credit Agreement, Inc.certain Subsidiaries of the Borrower entered into that certain Amended and Restated Subsidiary Guaranty, a Delaware corporationdated as of January 27, Neptune Merger Sub2017 (as amended, Inc.restated, a Virginia corporation amended and a direct wholly-owned Subsidiary of Nexstar Borrower (restated, supplemented, or otherwise modified prior to the date hereof, the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media GeneralOriginal Guaranty”). The Borrower, Alliance Resource Partners, L.P., as Parent, 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 Administrative Agent and the VIE Borrowers Lenders party thereto, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of entered into that certain credit facilities, 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 date hereof (as amended, supplementedrestated, amended and restated restated, supplemented or otherwise modified from time to time, the “Existing Nexstar Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined), (ii) which amends and restates in its entirety the loans Existing Credit Agreement on the terms and borrowings conditions set forth therein, and in connection therewith, the Borrower, each Subsidiary of the Borrower party hereto, and the Administrative Agent are amending and restating the Original Guaranty as set forth herein. Each Guarantor may receive, directly or indirectly, a portion of the proceeds of the Advances under the Fourth Amended Credit Agreement and Restated will derive substantial direct and indirect benefits from the transactions contemplated by the Credit Agreement, dated as . It is a condition precedent to the making of December 3, 2012, Advances and the issuance of Letters of Credit by and among the Borrower, Lenders under the lenders Credit Agreement from time to time party thereto that each Guarantor shall have executed 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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:delivered this Guaranty.

PRELIMINARY STATEMENTS. Pursuant to that certain Agreement and Plan the terms of Mergerthe Acquisition Agreement, dated as of January 27, 2016 (as amended, supplemented or modified from time to time, including all schedules and exhibits theretoon the Closing Date, 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 Company and its subsidiaries (the “Acquisition”). To fund a portion of the transactions contemplated by the Acquisition Agreement, the Sponsor and certain other investors (including the Management Investors) Media General will make equity investments, directly or indirectly, to Holdings, which equity, when combined with the equity of the Management Investors that will be retained, rolled over or converted, if any, shall be no less than 25.0% of the total consolidated pro forma debt and equity of Holdings and its subsidiaries on the Closing Date after giving effect to the Transactions (but without giving effect to any Revolving Credit Loans borrowed hereunder on the Closing Date to fund any working capital needs) (such contribution and the retention, rollover or conversion, collectively, the “Equity Contribution”). To consummate the Transactions, the Borrower has requested that the Lenders extend credit in the form of (a) Initial Dollar Term Loans on the Closing Date in an aggregate principal amount equal to $1,953,100,000, (b) Initial Euro Term Loans on the Closing Date in an aggregate principal amount equal to €1,000,000,000 and (c) a Revolving Credit Facility in an aggregate amount of $250,000,000 in each case, subject to increase as provided herein. The proceeds of the Initial Term Loans, together with the proceeds of (i) the Senior Notes, (ii) the Equity Contribution and (iii) a portion of the initial Revolving Credit Borrowing, will be used by causing Merger Sub the Borrower to merge with directly or indirectly consummate the Refinancing, to pay the costs and into Media General with Media General being expenses related to the surviving corporationTransactions and to fund cash to the Borrower’s balance sheet. The applicable Lenders have indicated their willingness to lend and each L/C Issuer has indicated its willingness to issue Letters of Credit, in each case, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant In connection with (a) the acquisition of the shares of Pharmachem Laboratories, Inc. (“Pharmachem”) held by the shareholders thereof and the associated acquisition of a minority interest in Avoca Inc. (the “Acquisition”), pursuant to that certain the Stock Purchase Agreement by and Plan among Ashland, Pharmachem, the holders of Mergercommon stock of Pharmachem, Xx. Xxxxx Xxxxx and Photon SH Representative LLC, as the Shareholders’ Representative, dated as of January 27April 14, 2016 2017 (the “Acquisition Agreement”) and (b) the refinancing of all of Ashland’s outstanding loans and commitments under its existing Credit Agreement, dated as of June 23, 2015, as amended by the Amendment No. 1 to Credit Agreement, dated as of July 8, 2016, Amendment No. 2 to Credit Agreement, dated as of August 15, 2016, and Waiver and Amendment No. 3 to Credit Agreement, dated as of April 5, 2017 (as further amended, supplemented or otherwise modified from time to time, including all schedules and exhibits thereto, the “Merger Existing Credit Agreement”), by among Ashland, The Bank of Nova Scotia, as administrative agent, each lender party thereto 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 other agents party thereto (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media GeneralBank Refinancing”), Ashland has requested that (a) concurrently with the Nexstar Borrower will acquire consummation of the Acquisition, (i) the Term A-1 Lenders (as hereinafter defined) and the Term A-2 Lenders (as hereinafter defined) collectively lend to Ashland (and following the Term Loan A Assumption, Ashland Netherlands (as hereinafter defined)) up to $500,000,000, solely to finance the acquisition of the shares of Pharmachem held by the shareholders thereof pursuant to the Acquisition Agreement, and (ii) the Revolving Credit Lenders (as hereinafter defined) make revolving credit loans to Ashland to finance the Acquisition and the Bank Refinancing and to pay fees and expenses in connection with the Transactions, and (b) from time to time, (i) the Revolving Credit Lenders make revolving credit loans to Ashland, (ii) the Swing Line Lender (as hereinafter defined) issue swing line loans to Ashland and (iii) each L/C Issuer (as hereinafter defined) issue letters of credit for the account of Ashland and its Subsidiaries (as hereinafter defined), in each case to provide ongoing working capital and for other general corporate purposes of Ashland and its Subsidiaries (including investments and acquisitions permitted hereunder). In addition to the foregoing, (a) on or prior to the date that is 90 days after the Closing Date, Ashland may request that Term B Lenders (as hereinafter defined) lend to Ashland up to $600,000,000 pursuant to Section 2.14 to finance the repurchase in a tender offer, redemption, defeasance, satisfaction and discharge or other repayment of all or a portion of Ashland’s outstanding 3.875% Senior Notes due 2018 (the “AcquisitionNotes Refinancing” and, together with the Bank Refinancing, the “Refinancing”; the Refinancing, together with the Acquisition and all other transactions related thereto, including the payment of related fees and expenses, the “Transactions”; provided that, for purposes hereof, the terms “Refinancing” and “Transactions” will include the Notes Refinancing only on and after the Term B Funding Date), and (b) Media General by causing Merger Sub on or prior to merge with the date that is 90 days after the Closing Date, Ashland may request, pursuant to an Incremental Amendment under Section 2.14(e)(iii)(D), that Lenders make a Revolving Commitment Increase of up to $120,000,000 (the “Post-Closing Revolving Commitments”). In furtherance of the foregoing, Ashland has requested that the Lenders provide the Term A-1 Facility (as hereinafter defined), the Term A-2 Facility (as hereinafter defined), and into Media General with Media General being the surviving corporationRevolving Credit Facility (as hereinafter defined), and the Lenders and Swing Line Lender have indicated their willingness to lend and each L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth in herein. With respect to the Merger Agreement. The Nexstar Borrower Term A-1 Facility and the VIE Borrowers have requested Term A-2 Facility, Ashland shall initially be the applicable lenders to extend credit “Borrower” on the Closing Date. Following the consummation of the Reorganization, the rights and obligations of Ashland as borrower under the Term A-1 Facility and the Term A-2 Facility may, at the option of Ashland, be assumed by either Ashland Specialties Holding C.V. or Ash Global Holdings Two B.V., as Ashland may elect in its sole discretion (subject to the applicable borrowers under various revolving credit facilities requirements of Section 6.18(b)) (including sub-facilities) the entity that so assumes such rights and term facilities under obligations, “Ashland Netherlands”), pursuant to a credit agreement with Nexstar Borrower Assumption Agreement (as hereinafter defined), to be entered into by Ashland, Ashland Netherlands and a credit agreement with each the Administrative Agent (the “Term Loan A Assumption”); provided that, as of the Borrowerdate of the Term Loan A Assumption, Ashland Netherlands is a Wholly Owned Subsidiary of Ashland. Following the Xxxxxxxx Borrower consummation of the Term Loan A Assumption, (a) Ashland Netherlands will assume all rights and obligations of Ashland with respect to the Term A-1 Facility and the Shield Borrowers respectively to finance the Acquisition Term A-2 Facility, and become a “Borrower” under this Agreement and the Transaction Expenses andother Loan Documents (and Ashland will thereby be released from its obligations as a “Borrower” under this Agreement and the other Loan Documents solely for purpose of the Term A-1 Facility and the Term A-2 Facility), in connection therewitheach case, with respect to consummate the refinancing of certain credit facilitiesTerm A-1 Facility and the Term A-2 Facility, including to refinance and (b) Ashland will (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated continue 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 Borrower” under this Agreement and the other Loan Documents for all purposes with respect to the Revolving Credit Agreement”)Facility and with respect to the Term Loan B Facility, if funded, and (ii) will become a Guarantor with respect to the loans Term A-1 Facility and borrowings Term A-2 Facility. Except as otherwise expressly provided herein, references to the “Borrower” in this Agreement (but not any other Loan Document, except as expressly provided therein) for all purposes shall be deemed to refer to (a) as of the Borrower under Closing Date, Ashland and (b) following the Fourth Amended and Restated Credit Agreement, dated as consummation of December 3, 2012, by and among the 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”)Term Loan A Assumption, (iiii) solely with respect to the loans and borrowings of Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx Borrower, the lenders from time to time party thereto and Bank of America, N.A. as the administrative agent, the collateral agent Term A-1 Facility and the letter of credit issuer Term A-2 Facility, Ashland Netherlands and (ii) for all other purposes, Ashland, in each case, in their respective capacities as amended, supplemented, amended borrowers under this Agreement and restated or otherwise modified from time to time, the “Existing Xxxxxxxx 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 other Loan Documents (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 HoldingsBorrower”), 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 and certain of its 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:

PRELIMINARY STATEMENTS. Pursuant to that Borrower, Bank of Montreal, as administrative agent and as issuing bank, and certain lenders party thereto (the “Prior Lenders”) have heretofore entered into an Amended and Restated Credit Agreement and Plan of Merger, dated as of January 27February 25, 2016 (2004, as amended, modified or supplemented or modified (the “Prior Credit Facility”). Borrower desires to amend and restate the Prior Credit Facility in order to restructure, rearrange, renew, extend and continue all indebtedness evidenced by and outstanding under the Prior Credit Facility (the “Prior Indebtedness”), and to modify the commitments from the Lenders pursuant to which Loans will be made by the Lenders to the Borrower from time to timetime prior to the Maturity Date and Letters of Credit will be issued by the Issuing Bank under the several responsibilities of the Lenders for the account of the Borrower from time to time prior to the Letter of Credit Availability Expiration Date. Borrower has delivered to Bank of Montreal, including all schedules as administrative agent, certain collateral documents to secure the repayment of the Prior Indebtedness to the Prior Lenders, which collateral documents are being amended or amended and exhibits theretorestated in connection with, and concurrently with, the “Merger restructuring, rearrangement, renewal, extension and continuation of the Prior Indebtedness pursuant to this 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 Administrative Agent, the Nexstar Borrower will acquire (Lenders and the “Acquisition”) Media General by causing Merger Sub to merge with and into Media General with Media General being the surviving corporationIssuing Bank are willing, on the terms and subject to the conditions hereinafter set forth (including Article IV), to amend and restate the Prior Credit Facility in order to restructure, rearrange, renew, extend and continue all Prior Indebtedness and to modify the commitments and make such Loans to the Borrower and issue and participate in such Letters of Credit for the account of the Borrower. It is 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 best interest of each of the Borrower, the Xxxxxxxx Borrower Guarantors to execute and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated deliver a Guaranty as of December 3, 2012, by and among the Nexstar Borrower, Nexstar Broadcasting Group, Inc., each Guarantor will receive substantial benefits as 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 result of the Borrower under entering into the Fourth Amended and Restated Credit Agreementborrowing base, dated as of December 3, 2012, by and among revolving credit facility with the BorrowerAdministrative Agent, the lenders from time to time party thereto and Issuing 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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:

PRELIMINARY STATEMENTS. Pursuant to that certain the Acquisition Agreement and Plan of Merger, dated as of January 27, 2016 (as amended, supplemented or modified from time to time, including all schedules this 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”other capitalized terms used in these preliminary statements are defined in Section 1.1 below), the Nexstar US Borrower will acquire (the “Acquisition”) Media General by causing Merger Sub the North American gypsum division of LaFarge North America, Inc., a Maryland Corporation (the “Seller”), as described in the Acquisition Agreement (such acquired division, the “Business”). The Borrowers have requested that, substantially simultaneously with the consummation of the Acquisition, (i) the Term Loan Lenders extend credit to merge the US Borrower in the form of First Lien Term Loans on the Closing Date in an aggregate principal amount of up to $320,000,000 pursuant to this Agreement, (ii) (A) the US Tranche Revolving Credit Lenders extend credit to the US Borrower from time to time on or after the Closing Date in accordance with the US Tranche Revolving Credit Commitments in an aggregate principal amount of up to $40,000,000 pursuant to this Agreement (with the aggregate principal amount of Revolving Credit Loans permitted to be borrowed on the Closing Date not to exceed the amount permitted under Section 2.4) and into Media General (B) the Canadian Tranche Revolving Credit Lenders extend credit to the Borrowers from time to time after the Closing Date in accordance with Media General being the surviving corporationCanadian Tranche Revolving Credit Commitments in an aggregate principal amount of up to $10,000,000 pursuant to this Agreement and (iii) certain other lenders extend credit to the US Borrower in the form of Second Lien Term Loans on the Closing Date in an aggregate principal amount of $120,000,000 pursuant to the Second Lien Credit Agreement. On the Closing Date, the proceeds of the Loans, together with (i) the proceeds of the Second Lien Term Loans and (ii) the proceeds of the Equity Contribution, will be used to finance the Acquisition, to repay Existing Debt and to pay Transaction Costs. The applicable Lenders have indicated their willingness to lend 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that The Borrower and certain Agreement of its Subsidiaries (such terms and Plan of Mergereach other capitalized term used but not defined in the recitals having the meaning provided in Section 1.1) have entered into the Second Amended and Restated Credit and Guaranty Agreement, dated as of January 27December 22, 2016 2004 (such agreement, as further amended, restated, supplemented or otherwise modified from time prior to time, including all schedules and exhibits theretothe date hereof, the “Merger Existing Credit Agreement”)) with Bank of America, N.A., as administrative agent, Barclays Bank PLC and Deutsche Bank Securities Inc., as syndication agents, Xxxxxxx Sachs Credit Partners L.P. and Xxxxxxx Xxxxx Capital Corporation, as documentation agents, and the other lenders party thereto. The Borrower has requested that Section 11.13 of the Existing Credit Agreement (including such amended Section 11.13) be amended by the vote of the Required Lenders under (and as defined in) the Existing Credit Agreement to read in its entirety as Section 11.13 of this Agreement, and immediately following the effectiveness of such amendment, that the Existing Credit Agreement (including such amended Section 11.13) be amended and restated in its entirety to become effective and binding on the Borrower pursuant to the terms of this Agreement, and the Required Lenders (under and as defined in the Existing Credit Agreement) have agreed to amend Section 11.13 of the Existing Credit Agreement to read in its entirety as set forth in this Agreement, and immediately following the effectiveness of the amendment to Section 11.13, the Lenders (including those Persons who become Lenders hereunder pursuant to Section 11.13) have agreed to amend and restate the Existing Credit Agreement in its entirety to read as set forth in this Agreement. It has also been agreed by the parties to the Existing Credit Agreement that the Existing Letters of Credit shall be governed by and among Nexstar Broadcasting Groupdeemed to be outstanding under the amended and restated terms and conditions contained in this Agreement, Inc.with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter have no further effect upon the parties thereto, a Delaware corporationother than as referenced herein and other than for accrued fees and expenses, Neptune Merger Suband indemnification provisions, Inc.accrued and owing under the terms of the Existing Credit Agreement on or prior to the date hereof or arising (in the case of an indemnification) under the terms of the Existing Credit Agreement, a Virginia corporation in each case to the extent provided for in the Existing Credit Agreement). The parties hereto agree that from and a direct wholly-owned Subsidiary after the effectiveness of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”)this Agreement, the Nexstar Borrower will acquire (obligations under the “Acquisition”) Media General by causing Merger Sub Existing Credit Agreement, including the terms of the extensions of credit outstanding thereunder, shall be continued as, and evidenced by, the Loans, Letters of Credit, Pre-Funded L/C Deposits and other Credit Agreement Obligations and Loan Documents. The Lenders and the L/C Issuers have indicated their willingness to merge with continue extensions of credit under the Existing Credit Agreement as Loans and into Media General with Media General being the surviving corporationLetters of Credit hereunder, and make additional Loans, fund Pre-Funded L/C Deposits and continue existing or issue additional Letters of Credit 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower has requested that upon satisfaction (or waiver) of the conditions precedent set forth in Article IV, the Lenders extend credit to the Borrower in the form of $345,000,000 of Initial Term Loans. 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 theretothe Acquisition Agreement, 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 from the WCG Holdco IV LLC, a Delaware corporation (the “Seller”) all of Seller’s right title and interest in and to merge all of its equity interests in each WCG Holdings IV Inc., a Delaware corporation (“Holdings IV”) and WCG Market Intelligence & Insights Inc., a Delaware corporation (“WCG Market Intelligence” and, together with and into Media General with Media General being Holdings IV, the surviving corporation, on the terms and subject “Acquired Business”). On or prior to the conditions set forth in Closing Date, the Merger AgreementSponsors, Co-Investors and Company Persons will, directly or indirectly make the Minimum Equity Contribution. The Nexstar On the Closing Date, the Borrower and will enter into the VIE Borrowers have requested the applicable lenders First Lien Credit Agreement pursuant to which First Lien Lenders will extend credit to the applicable borrowers under various Borrower in the form of $920,000,000 of first lien term loans and $125,000,000 of revolving commitments on the Closing Date, in each case, as first lien secured credit facilities (including sub-facilities) and term facilities under a credit agreement with Nexstar Borrower and a credit agreement with each of . On the BorrowerClosing Date, the Xxxxxxxx Borrower will repay or cause to be repaid all outstanding Indebtedness under, terminate any commitments under, and cause to be released any Liens securing obligations under (the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance “Closing Date Refinancing”) (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated that certain First Lien Credit Agreement, dated as of December 3October 21, 20122016, by and among the Nexstar BorrowerSeller, Nexstar Broadcasting Groupcertain affiliates of the Seller as borrowers thereto, Inc., a Delaware corporationcertain affiliates of the Seller as guarantors party thereto, the lenders from time to time party thereto and Bank of AmericaXxxxx Capital Markets LLC, N.A. as administrative agent, collateral agent, letter of credit issuer and swing line lender agent (as amended, supplementedrestated, amended and restated or otherwise modified from time to time, the “Existing Nexstar Credit Agreement”), and (ii) the loans and borrowings of the Borrower under the Fourth Amended and Restated that certain Second Lien Credit Agreement, dated as of December 3August 15, 20122016, by and among the BorrowerSeller, certain affiliates of the lenders from time to time party thereto and Bank of America, N.A. Seller 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 borrowers thereto, and Royal Bank certain affiliates of Canada, the Seller 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 CanadaGuggenheim Corporate Funding, LLC as the administrative agent, the letter of credit issuer, the swing line lender and the collateral agent (as amended, restated, amended and restated from time to time) (collectively, the “Existing Media General Credit AgreementIndebtedness”). The Nexstar Borrower has agreed proceeds of the Loans will be used to guaranteefinance the Transactions, for working capital and other purposes permitted by this Agreement, and cause Nexstar Media and certain of its 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 in any remedy under any Group Credit Agreement or other Group Loan Document, all payments received by the Group Lenders shall be applied event in accordance with the Intercreditor Agreement Among Group Section 6.16. The applicable Lenders and (iv) they shall be otherwise bound by have indicated their willingness to make Loans on the terms of and subject to the Intercreditor Agreement Among Group Lendersconditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that Borrower, Bank of Montreal, as administrative agent and as issuing bank, and certain lenders party thereto (the “Prior Lenders”) have heretofore entered into a Second Amended and Restated Credit Agreement and Plan of Merger, dated as of January 27December 15, 2016 (2006, as amended, modified or supplemented or modified (the “Prior Credit Facility”). Borrower desires to amend and restate the Prior Credit Facility in order to restructure, rearrange, renew, extend and continue all indebtedness evidenced by and outstanding under the Prior Credit Facility (the “Prior Indebtedness”), and to modify the commitments from the Lenders pursuant to which Loans will be made by the Lenders to the Borrower from time to timetime prior to the Maturity Date and Letters of Credit will be issued by the Issuing Bank under the several responsibilities of the Lenders for the account of the Borrower from time to time prior to the Letter of Credit Availability Expiration Date. Borrower has delivered to Bank of Montreal, including all schedules as administrative agent, certain collateral documents to secure the repayment of the Prior Indebtedness to the Prior Lenders, which collateral documents are being amended or amended and exhibits theretorestated in connection with, and concurrently with, the “Merger restructuring, rearrangement, renewal, extension and continuation of the Prior Indebtedness pursuant to this 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 Administrative Agent, the Nexstar Borrower will acquire (Lenders and the “Acquisition”) Media General by causing Merger Sub to merge with and into Media General with Media General being the surviving corporationIssuing Bank are willing, on the terms and subject to the conditions hereinafter set forth (including Article IV), to amend and restate the Prior Credit Facility in order to restructure, rearrange, renew, extend and continue all Prior Indebtedness and to modify the commitments and make such Loans to the Borrower and issue and participate in such Letters of Credit for the account of the Borrower. It is 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 best interest of each of the Borrower, the Xxxxxxxx Borrower Guarantors to execute and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated deliver a Guaranty as of December 3, 2012, by and among the Nexstar Borrower, Nexstar Broadcasting Group, Inc., each Guarantor will receive substantial benefits as 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 result of the Borrower under entering into the Fourth Amended and Restated Credit Agreementborrowing base, dated as of December 3, 2012, by and among revolving credit facility with the BorrowerAdministrative Agent, the lenders from time to time party thereto and Issuing 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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:

PRELIMINARY STATEMENTS. Pursuant to that certain Agreement (i) the Business Sale and Plan of MergerPurchase Agreement, dated as of January 27December 20, 2016 2011 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Acquisition Agreement”), by and among Nexstar Broadcasting GroupHoldings, Inc.on the one hand, and GlaxoSmithKline LLC, a Delaware corporationcompany incorporated under the laws of the state of Delaware, Neptune Merger Suband the other sellers identified therein (collectively, Inc.the “Seller”), a Virginia corporation Subsidiary Guarantor to whom Holdings will, at or prior to the Closing Date, assign its rights and a direct wholly-owned Subsidiary of Nexstar Borrower obligations under the Acquisition Agreement (the “Merger SubBSPA Assignment”) and Media General, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire (the “Acquisition”) Media General the Acquired Business and (ii) the Business Sale and Purchase Agreement, dated as of December 20, 2011 (as amended, supplemented or modified from time to time, the “Split Brands Acquisition Agreement”), by causing Merger Sub and among Holdings, on the one hand, and the Seller, Holdings has agreed to merge acquire (the “Split Brands Acquisition”) the Split Brands prior the Split Brands Cutoff Date (as defined herein). The Borrower has requested that, substantially simultaneously with the consummation of the Acquisition, the Lenders extend credit to the Borrower in the form of a Revolving Credit Facility (as this and into Media General other capitalized terms used in these preliminary statements are defined in Section 1.01 below) in an initial aggregate principal amount of $50,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The proceeds of (i) the proceeds of the issuance of the Senior Notes and (ii) the proceeds of the loans to be made under the Term Loan Credit Agreement on the Closing Date, will be used by the Borrower to pay the consideration in connection with Media General being the surviving corporationAcquisition and Transaction Expenses. The applicable Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to so issue Letters of Credit, in each case, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:: ARTICEL I.

PRELIMINARY STATEMENTS. Pursuant The Borrower has requested that the Lenders extend credit to that certain the Borrower in the form of (i) Initial Term Loans on the Closing Date in an initial aggregate principal amount of $300,000,000 pursuant to this Agreement and Plan (ii) a Revolving Credit Facility in an initial aggregate principal amount of Merger$25,000,000 pursuant to this Agreement. The Revolving Credit Facility will include a separate sub-limit for the making of one or more Letters of Credit denominated in Dollars or, dated as of January 27subject to the limitations set forth herein, 2016 (as amended, supplemented or modified Alternative Currencies from time to time, including . The proceeds of the Initial Term Loans will be used to (i) refinance all schedules outstanding indebtedness of the Borrower pursuant to the Existing Credit Agreement and exhibits thereto, terminate in full all outstanding commitments thereunder (the “Merger AgreementRefinancing”), by and among Nexstar Broadcasting Group(ii) pay related Transaction Expenses, Inc., (iii) to pay (together with cash on hand) a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary dividend in an amount of Nexstar Borrower up to $300,000,000 (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media GeneralDividend”), (iv) fund cash on the Nexstar Borrower’s and its Subsidiaries’ balance sheet and (v) for working capital and other general corporate purposes (including to fund OID or upfront fees in connection with the Transaction, capital expenditures, Permitted Acquisitions and other permitted Investments, Restricted Payments, refinancing of indebtedness and any other transaction not prohibited by this Agreement). The Letters of Credit and proceeds of Borrowings under the Revolving Credit Facility will be used by the Borrower will acquire and its Subsidiaries for working capital and other general corporate purposes (including to fund OID or upfront fees in connection with the “Acquisition”) Media General Transaction, capital expenditures, Permitted Acquisitions and other permitted Investments, Restricted Payments, refinancing of indebtedness and any other transaction not prohibited by causing Merger Sub this Agreement). The Lenders have indicated their willingness to merge with lend, and into Media General with Media General being the surviving corporationL/C Issuers have indicated their willingness to issue Letters of Credit, in each case, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower is party to that certain Credit Agreement dated as of October 23, 2013 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”) among the Borrower, the lenders party thereto and the Administrative Agent. Pursuant to that certain Agreement and Plan of Merger, Merger dated as of January 27July 29, 2016 2014 (as amended, restated, supplemented or otherwise modified from time to time, including all schedules and exhibits theretotime prior to the date hereof, the “TouchNet Merger Agreement”)) among the Borrower, by and among Nexstar Broadcasting Group, Inc., a Delaware corporation, Neptune Titan Merger Sub, Inc., a Virginia Delaware corporation and a direct wholly-wholly owned Subsidiary of Nexstar the Borrower (the “Merger Sub”) and Media General), TouchNet Information Systems, Inc., a Virginia Kansas corporation (“Media GeneralTouchNet”), the Nexstar Borrower will acquire and TNSR, LLC, a Kansas limited liability company (the “AcquisitionTouchNet Seller Representative”), Merger Sub will merge (the “TouchNet Merger”) Media General by causing Merger Sub to merge with and into Media General TouchNet, with Media General TouchNet 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 corporation and a credit agreement with each wholly owned Subsidiary of the Borrower, the Xxxxxxxx . The Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses andhas requested that, in connection therewith, order to consummate the refinancing of certain credit facilities, 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 corporationTouchNet Merger, the lenders from time Term Lenders lend 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 the Borrower under $375,000,000 to pay the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 existing holders (collectively, the “Shield BorrowersTouchNet Sellers”) under of the Credit Agreement dated as of July 31Voting Common Stock, 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 theretono par value, and Royal Bank the Non-Voting Common Stock, no par value of Canada, as the administrative agent and the collateral agent TouchNet (the “Existing Shield Credit AgreementTouchNet Stock”) the cash consideration for the TouchNet Stock and (v) to pay transaction fees and expenses. The Borrower has requested that the loans Administrative Agent and borrowings of Media General under the Amended Lenders amend and Restated restate the Existing Credit Agreement dated as of July 31, 2013 by on the terms and among Media General, the guarantors from time to time party thereto, the lenders from time to time party theretoconditions set forth herein, and Royal Bank of Canada, as the administrative agent, the letter of credit issuer, the swing line lender Administrative Agent and the collateral agent (Lenders agree to amend and restate the “Existing Media General Credit Agreement”). The Nexstar Borrower has agreed to guarantee, and cause Nexstar Media and certain of its Subsidiaries to guarantee, the obligations of each VIE Borrower under the applicable VIE Credit Agreement on the terms and certain hedging/cash management obligations of each such VIE Borrower. To the extent required under the Nexstar Credit Agreementconditions set forth herein to, each VIE Borrower has agreed to guaranteeamong other things, 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 provide the same Class under Term Facility to the applicable Group Credit Agreements shall be held on a pro rata basis among lenders of Borrower to pay the applicable Class under such Group Credit AgreementsTouchNet Sellers the cash consideration for the TouchNet Stock and to pay transaction fees and expenses, and (ii) certain voting rights under extend 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 Maturity Date of the Intercreditor Agreement Among Group LendersRevolving Credit Facility. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain Agreement The Borrower, the Administrative Agent, the Collateral Agent, the lenders party thereto and Plan of Mergerthe other agents party thereto entered into a Loan Agreement, dated as of January 27May 15, 2016 2013 (as amended, supplemented or modified from time to time, including all schedules and exhibits theretoamended by the Incremental Amendment No. 1, the “Merger Original Credit Agreement”), by under which the lenders thereunder agreed to extend certain credit facilities. The Borrower, the Administrative Agent, the Collateral Agent, the lenders party thereto and among Nexstar Broadcasting Groupthe other agents party thereto entered into a Restatement Agreement, Inc.dated as of June 13, a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower 2014 (the “Merger SubFirst Restatement Agreement”) pursuant to which the Original Credit Agreement was amended and Media General, Inc., a Virginia corporation restated (“Media General”)the Original Credit Agreement as so amended and restated, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth First Amended and Restated Credit Agreement”) and under which the lenders thereunder agreed to extend certain credit facilities. The Borrower, the Administrative Agent, the lenders party thereto and the other agents party thereto entered into a Restatement Agreement, dated as of December 3October 14, 2012, by 2016 pursuant to which the First Amended 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, Restated Credit Agreement was amended and restated or otherwise modified from time (the First Amended and Restated Credit Agreement as so amended and restated, and as further amended pursuant to timethe Incremental Amendment No. 2, the Incremental Amendment No. 3 and Amendment No. 4, and as further amended, the “Existing Nexstar Credit Agreement”), (ii) the loans and borrowings of the Borrower under the Fourth Second Amended and Restated Credit Agreement”) and under which the lenders thereunder agreed to among other things extend certain credit facilities. The Borrower, the Administrative Agent, the lenders party thereto and the other agents party thereto entered into the Third Restatement Agreement, dated as of December 3September 8, 2012, by 2017 pursuant to which the Second Amended and among the Borrower, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent (as amended, supplemented, Restated Credit Agreement was amended and restated or otherwise modified from time (the Second Amended and Restated Credit Agreement as so amended and restated, and as further amended pursuant to timeAmendment No. 4, and as further amended, the “Existing Mission Credit Agreement”), (iii) the loans Third Amended and borrowings of Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 Restated Credit Agreement”) and under which the lenders thereunder agreed to among other things extend certain credit facilities. Pursuant to the Third Restatement AgreementAmendment No. 5 (v) as defined below), the loans Borrower has requested, and borrowings of Media General under the Administrative Agent, the Collateral Agent, the lenders party thereto and the other agents party thereto have agreed, to amend and restate the SecondThird Amended and Restated Credit Agreement dated as of July 31, 2013 by on the terms and among Media General, the guarantors from time to time party thereto, the lenders from time to time party thereto, conditions contained herein 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 and certain of its 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 pursuant 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 LendersThird Restatement AgreementAmendment No. 5. In consideration of the mutual covenants and agreements herein containedset forth in this Agreement, the parties hereto covenant and to this Agreement agree as follows:

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 theretoThe Borrower, 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 lenders party thereto (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media GeneralOriginal Lenders”), the Nexstar Borrower will acquire (the “Acquisition”) Media General by causing Merger Sub Administrative Agent, PNC Bank, National Association and Guaranty Bank, as co-documentation agents and Union Bank of California, N.A., as syndication agent, were parties 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated as of December 3July 1, 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 2004 (as amended, supplemented, amended and restated or otherwise modified from time prior to timethe First Restatement Effective Date, the “Existing Nexstar Original Credit Agreement”), (ii) pursuant to which the loans and borrowings of Original Lenders made available to the Borrower under a $175,000,000 revolving credit facility in accordance with the Fourth Amended terms and Restated Credit Agreement, dated as of December 3, 2012, by and among the conditions thereof; The Borrower, the lenders from time to time party thereto (the “First Restatement Lenders”), the Administrative Agent, PNC Bank, National Association and Guaranty Bank, as co-documentation agents, and Union Bank of AmericaCalifornia, N.A. and Compass Bank, as administrative agent co-syndication agents, are parties to an amended and collateral agent restated credit agreement dated as of March 14, 2008 (as amended, supplemented, amended and restated restated, supplemented or otherwise modified from time prior to timethe Second Restatement Effective Date, the “Existing Mission Restated Credit Agreement”), (iii) pursuant to which the loans and borrowings of Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 First Restatement Lenders made available 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 $175,000,000 revolving credit facility in accordance with the Intercreditor terms and conditions thereof (the “First Restatement Loans”); The Administrative Agent and certain of the First Restatement Lenders wish to amend and restate the Restated Credit Agreement Among Group Lenders in its entirety to (i) increase the aggregate commitments in the Restated Credit Agreement to be used for working capital, capital expenditures, and other lawful corporate purposes (including Permitted Acquisitions and Letters of Credit) and (ivii) they shall modify certain other terms applicable to the First Restatement Loans as more fully set forth herein to be otherwise bound by the terms effective as of the Intercreditor Agreement Among Group Lenders. In consideration Second Restatement Effective Date; It is the intent of the mutual covenants and agreements herein contained, the parties hereto covenant that this Agreement not constitute a novation of the obligations and agree liabilities of the parties under the Original Credit Agreement or the Restated Credit Agreement, and that this Agreement amend and restate in its entirety the Restated Credit Agreement and re-evidence the Obligations outstanding on the Second Restatement Effective Date as follows:contemplated hereby; and It is the intent of the parties hereto to confirm that all obligations and liabilities of the parties under the other Loan Documents, as amended hereby, shall continue in full force and effect.

PRELIMINARY STATEMENTS. Pursuant Issuer has duly authorized the execution and delivery of the Indenture to that certain provide for an issue of its Notes as provided in the Indenture. All covenants and agreements made by Issuer herein are for the benefit and security of the Noteholders. Issuer is entering into the Indenture, and Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the delivery of the Indenture, Issuer is entering into a First Amended and Restated Transfer and Servicing Agreement with First National Funding LLC, a Nebraska limited liability company, as Transferor, and Plan First National Bank of MergerOmaha, dated a national banking association, as Servicer, pursuant to which (a) Transferor will convey to Issuer all of January 27its right, 2016 (as amendedtitle and interest in, supplemented or modified to and under the Receivables arising in the Accounts 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 which Transferor 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 have received from FNBO pursuant to the conditions set forth in Receivables Purchase Agreement and (b) Servicer will agree to service the Merger AgreementReceivables and make collections thereon on behalf of the Noteholders. The Nexstar Borrower Issuer 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 Indenture Trustee, or their predecessors in interest, had previously entered into a credit agreement with Nexstar Borrower and a credit agreement with each of the Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit AgreementMaster Indenture, dated as of December 3October 24, 20122002, as amended by First Amendment to Master Indenture, dated as of November 17, 2003 (the “Original Indenture”). The Indenture restates and among replaces the Nexstar BorrowerOriginal Indenture in its entirety. GRANTING CLAUSE Issuer hereby Grants to Indenture Trustee, Nexstar Broadcasting Groupfor the benefit of the Holders of the Notes and the Enhancement Providers, Inc.all of Issuer’s right, a Delaware corporationtitle and interest, whether now owned or hereafter acquired, in, to and under (a) the Receivables, (b) Collections and Recoveries related to and all money, instruments, investment property and other property distributed or distributable in respect of (together with all earnings, dividends, distributions, income, issues, and profits relating to) the Receivables pursuant to the terms of the Transfer and Servicing Agreement, the lenders Indenture and any Indenture Supplement; (c) all Permitted Investments and all money, investment property, instruments and other property on deposit from time to time party thereto and Bank of Americain, N.A. as administrative agent, collateral agent, letter of credit issuer and swing line lender (as amended, supplemented, amended and restated credited to or otherwise modified from time related to timethe Collection Account, the “Existing Nexstar Credit Agreement”Series Accounts and the Excess Funding Account (including any subaccounts of any such account), (ii) the loans and borrowings of the Borrower under the Fourth Amended in all interest, dividends, earnings, income and Restated Credit Agreement, dated as of December 3, 2012, by and among the Borrower, the lenders other distributions from time to time party thereto and Bank of Americareceived, N.A. as administrative agent and collateral agent (as amended, supplemented, amended and restated receivable or otherwise modified from time distributed or distributable thereto or in respect thereof (including any accrued discount realized on liquidation of any investment purchased at a discount); (d) all rights, remedies, powers, privileges and claims of Issuer under or with respect to time, any Enhancement and the “Existing Mission Credit Agreement”Transfer and Servicing Agreement (whether arising pursuant to the terms of the related Enhancement Agreement or the Transfer and Servicing Agreement or otherwise available to Issuer at law or in equity), including the rights of Issuer to enforce such Enhancement Agreement or the Transfer and Servicing Agreement, and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Enhancement Agreement or the Transfer and Servicing Agreement to the same extent as Issuer could but for the assignment and security interest granted to Indenture Trustee for the benefit of the Noteholders; (iiie) all Insurance Proceeds; (f) all proceeds of any derivative contracts between Issuer and a counterparty, as described in any Indenture Supplement; (g) all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, and letter-of-credit rights consisting of, arising from or related to the loans foregoing; (h) all other property of Issuer; (i) all present and borrowings future claims, demands, causes and choses in action in respect of Xxxxxxxx Broadcasting Groupany or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, Inc.including all proceeds, a Texas corporation products, rents, receipts or profits of the conversion, voluntary or involuntary, into cash or other property, all cash and non-cash proceeds, and other property consisting of, arising from or relating to all or any part of any of the foregoing; and (j) any proceeds of the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 foregoing (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 HoldingsCollateral”), 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 and certain of its 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:.

PRELIMINARY STATEMENTS. Pursuant to The Borrower has entered into that certain Agreement and Plan of MergerTransaction Agreement, dated as of January 27April 28, 2016 2014 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Transaction Agreement”), by and among Nexstar Broadcasting Group, Alliant Techsystems Inc., a Delaware corporationcorporation (“ATK”), Neptune the Borrower, Vista Merger Sub, Sub Inc., a Virginia Delaware corporation (“Merger Sub”), and Orbital Sciences Corporation, a Delaware corporation (“Orbital”). Pursuant to the Transaction Agreement, ATK shall undertake a series of transactions on or prior to the Closing Date pursuant to which the assets and liabilities of the Sporting Business (as defined in the Transaction Agreement) and the equity interests of certain direct and indirect Subsidiaries of ATK shall be contributed or otherwise transferred to the Borrower or its Subsidiaries (the “Contribution”), and the equity interests of the Borrower shall be distributed to the shareholders of ATK (the “Distribution”), immediately after which, the Borrower shall constitute a separate company (collectively, the “Spin-Off”). Immediately after the consummation of the Spin-Off, the Borrower will borrow certain amounts under the Facilities (as hereinafter defined) on the Closing Date on the terms and conditions provided herein. Immediately following the initial funding of the Facilities on the Closing Date, the Borrower shall pay a dividend to ATK (the “ATK Dividend”). Promptly following or substantially concurrently with the payment of the ATK Dividend, Merger Sub will merge with and into Orbital on the Closing Date (the “Merger”), with Orbital being the surviving entity and becoming a wholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”)ATK. Accordingly, the Nexstar Borrower will acquire (has requested, and the “Acquisition”) Media General by causing Merger Sub Lenders have agreed, to merge with and into Media General with Media General being the surviving corporation, on the terms and extend credit subject to the conditions set forth herein in the Merger Agreement. The Nexstar Borrower and the VIE Borrowers have requested the applicable lenders to extend credit form of (a) Term A Loans (as hereinafter defined) in an aggregate principal amount of $350,000,000 to the applicable borrowers under various revolving credit facilities Borrower as provided herein and (including sub-facilitiesb) Revolving Credit Loans (as hereinafter defined) in an aggregate principal amount of up to $400,000,000 to the Borrower as provided herein and term facilities under a credit agreement with Nexstar Borrower and a credit agreement with each ending on the Maturity Date (as hereinafter defined) of the Borrowerwhich, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses andat any time, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance not more than (i) $100,000,000 in aggregate principal, notional or stated amount may be in the loans and borrowings form of the Nexstar Borrower under the Fifth Amended and Restated L/C 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 Extensions (as amended, supplemented, amended and restated or otherwise modified from time to time, hereinafter defined) provided by the “Existing Nexstar Credit Agreement”L/C Issuers (as hereinafter defined), and (ii) $25,000,000 in aggregate principal amount may be in the loans and borrowings form of the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Borrower, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent Swing Line Loans (as amended, supplemented, amended and restated or otherwise modified from time to time, hereinafter defined) provided by the “Existing Mission Credit Agreement”), (iii) the loans and borrowings of Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Swing Line Lenders (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Xxxxxxxx Credit Agreement”hereinafter defined), (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 and certain of its 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 containedcontained and subject to the satisfaction of the conditions set forth in Sections 4.01 and 4.02, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain the Purchase Agreement (as this and Plan other capitalized terms used in these Preliminary Statements are defined in the Section 1.01 below), the Company agreed to purchase, directly or indirectly, the securities and assets comprising the Warner Recorded Music Business and the Warner Music Publishing Business from the Seller and its subsidiaries. The Acquisition was consummated on March 1, 2004. Certain of Merger, the parties hereto have heretofore entered into a Credit Agreement dated as of January 27February 29, 2016 2004 (as amendedamended prior to the ARCA Effective Date, supplemented or modified the “Existing Credit Agreement”) pursuant to which, (a) simultaneously with the consummation of the Acquisition, the Initial Lenders made term loans to the Borrowers in an aggregate Dollar Amount of $1,150,000,000 to pay, among other things, the cash consideration for the Acquisition, to pre-fund certain restructuring charges and to pay fees and expenses incurred in connection with the Transaction and (b) the Initial Lenders agreed, 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 lend to the conditions set forth in the Merger Agreement. The Nexstar Borrower Borrowers and the VIE L/C Issuer agreed, from time to time, to issue Letters of Credit for the account of the Borrowers have requested the applicable lenders to extend credit to the applicable borrowers under various a $250,000,000 multi-currency revolving credit facilities (including sub-facilities) facility for the Company and term facilities under a credit agreement with Nexstar Borrower and a credit agreement with each its Subsidiaries. Certain of the Borrowerparties hereto have also heretofore entered into the Bridge Loan Agreement, pursuant to which the Xxxxxxxx Borrower and the Shield Borrowers respectively Initial Lenders agreed to make Bridge Loans in an aggregate principal amount of $500,000,000 to finance the Acquisition and to pay related fees, costs and expenses. On the Transaction Expenses andARCA Effective Date, in connection therewith, to the Company shall (a) consummate the refinancing issuance of certain credit facilitiesSenior Subordinated Notes, including to refinance (ib) prepay in full the loans and borrowings of the Nexstar Borrower Tranche B Term Loans outstanding under the Fifth Amended and Restated Existing Credit Agreement, dated as of December 3, 2012, by (c) prepay in full the Bridge Loans and among the Nexstar Borrower, Nexstar Broadcasting Group, Inc., a Delaware corporation, the lenders from time (d) make certain Restricted Payments 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation Equity Investors (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 AgreementRefinancing”). The Nexstar Borrower has agreed parties hereto wish to guarantee, and cause Nexstar Media and certain of its Subsidiaries to guarantee, modify the obligations of each VIE Borrower under the applicable VIE Existing Credit Agreement and certain hedging/cash management obligations in a number of each such VIE Borrower. To respects, including to reflect 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 LendersRefinancing. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant hereby agree that, on and agree as of the ARCA Effective Date, the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain the Agreement and Plan of MergerMerger dated October 31, 2006 among RiskMetrics, Inc., formerly known as RiskMetrics Group, Inc. (“RiskMetrics”), RMG Holdco, Inc. (“RMG Holdco”), RMG Merger Sub, Inc. (“RMG Merger Sub”), ISS Merger Sub, Inc. (“ISS Merger Sub”), and Institutional Shareholder Services Holdings, Inc. (“Seller”), as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of January 27November 14, 2016 2006 among RiskMetrics, RMG Holdco, RMG Merger Sub, ISS Merger Sub and Seller and Amendment No. 2 dated November 30, 2006 among Borrower, RiskMetrics, RMG Holdco, RMG Merger Sub, ISS Merger Sub and Seller (as amended, supplemented or modified from time to time, including all schedules and exhibits theretocollectively, the “Merger Agreement”) RiskMetrics has agreed to consummate a business combination between RiskMetrics and Seller as follows: The Borrower will acquire all of the capital stock of RiskMetrics and Seller by means of (i) the merger of a wholly owned subsidiary, RMG Merger Sub, Inc. with and into RiskMetrics (the “RMG Merger”), by and among Nexstar Broadcasting Group, Inc., a Delaware with RiskMetrics continuing as the surviving corporation, Neptune and (ii) the merger of a wholly owned subsidiary, ISS Merger Sub, Inc., a Virginia corporation with and a direct wholly-owned Subsidiary of Nexstar Borrower into Seller (the “Merger Sub”) ISS Merger” and Media Generalcollectively with the RMG Merger, Inc., a Virginia corporation (the “Media GeneralMerger”), with Seller continuing as the Nexstar Borrower surviving corporation. Immediately following the Merger, each of RiskMetrics and Seller will acquire be a direct wholly owned subsidiary of Borrower. In connection with the Merger, there will be a rollover by certain of the existing common equity holders of Seller into Holdings (the “AcquisitionRollover Equity Contribution”). The Borrower has requested that (a) Media General by causing Merger Sub the Lenders provide a term B loan facility and a revolving credit facility to merge with pay to the Seller’s stockholders and into Media General with Media General being optionholders the surviving corporationcash consideration for their shares and vested options of Seller in the ISS Merger, to pay transaction fees and expenses and to refinance certain Indebtedness of Seller and (b) from time to time, the Lenders lend to the Borrower and the L/C Issuer (as hereinafter defined) issue Letters of Credit (as hereinafter defined) for the account of the Borrower to provide a revolving credit facility for the Borrower and its Subsidiaries (as hereinafter defined), and the Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue Letters of Credit, in each case, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain Term B Loan Credit Agreement, dated as of December 17, 2010 (as amended, supplemented or otherwise modified prior to the Restatement Date, the “Original Credit Agreement”), by and among the Borrower, the lenders party thereto (the “Existing Lenders”), and the Administrative Agent, the Existing Lenders extended certain term loans in the aggregate original principal amount of $300,000,000 (the “Existing Loans”), and, pursuant to that certain Amended and Restated Term B Loan Credit Agreement, dated as of March 5, 2013 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), by and among the Borrower, the lenders party thereto, and the Administrative Agent, the Existing Loans were refinanced by the Loans on the Restatement Date. Pursuant to that certain Reorganization Agreement, dated as of September 7, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Reorganization Agreement”), by and between Fidelity National Financial, Inc., a Delaware corporation (“FNF”) and Intermediate Holdings, the parties thereto have effectuated the transactions contemplated by the Reorganization Agreement, including the distribution of all of the shares of Intermediate Holdings common stock, par value $0.0001 per share, held by FNF to the holders of FNFV Group (as defined in the Reorganization Agreement) common stock, par value $0.0001 per share, of FNF. Pursuant to that certain Agreement and Plan of Merger, dated as of January 27September 7, 2016 2014 (as amended, supplemented or otherwise modified from time prior to time, including all schedules and exhibits theretothe date hereof, the “Merger Agreement”), by and among Nexstar Broadcasting GroupFNF, Borrower, Intermediate Holdings, Holdings, New Remy Merger Sub, Inc., a Delaware corporation, Neptune and Old Remy 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 parties thereto have effectuated the New Remy Merger and Bank the Old Remy Merger (each as defined in the Merger Agreement) resulting in Intermediate Holdings becoming a direct, wholly-owned Subsidiary of AmericaHoldings and Borrower becoming a direct, N.A. as administrative agentwholly‑owned Subsidiary of Intermediate Holdings. Holdings, collateral agentIntermediate Holdings, 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 the Borrower under have requested that Administrative Agent and Required Lenders consent to the Fourth Amended transactions contemplated by the Reorganization Agreement and Restated Credit Agreementthe Merger Agreement and Holdings and Intermediate Holdings have agreed to execute this Agreement and guaranty and pledge their assets for the Obligations outstanding hereby. Holdings, dated as of December 3Intermediate Holdings, 2012, by and among the Borrower, the lenders from time Lenders and the Administrative Agent desire to time party thereto amend 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, restate the “Existing Mission Credit Agreement”), (iii) the loans and borrowings of Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of in its 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 entirety 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 Lendersand conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant Existing Credit Agreement is hereby amended and agree restated to read in its entirety as follows:

PRELIMINARY STATEMENTS. Pursuant The Borrowers have requested that (i) the Term Loan A Lenders extend credit to that certain the Term Loan Borrower in the form of Term A Loans on the Closing Date in an initial aggregate principal amount of up to $250.0 million pursuant to this Agreement, (ii) the Term Loan B Lenders extend credit to the Term Loan Borrower in the form of Term B Loans on the Closing Date in an initial aggregate principal amount of up to $750.0 million pursuant to this Agreement and Plan (iii) the Revolving Credit Lenders extend credit to the Revolver Borrowers in accordance with the Revolving Credit Commitments in an initial aggregate principal amount of Mergerup to $250.0 million pursuant to this Agreement (with the aggregate principal amount of Revolving Credit Loans permitted to be borrowed on the Closing Date). On the Closing Date, Parent will enter into the Senior Notes Indenture pursuant to which Parent will issue Senior Notes in an aggregate principal amount of $400.0 million and the proceeds of the Loans, together with the Senior Notes and the cash on hand, will be used in part to repay in full all amounts due or outstanding under the Credit Agreement dated as of January 27February 15, 2016 (2017, as amendedamended and restated on March 8, supplemented or modified from time to time2018, including all schedules and exhibits among Parent, the Term Loan Borrower, HII, HIL, HLF Financing US, LLC, a Delaware limited liability company as the other term loan borrower thereunder, the guarantors party thereto, the lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent for the Term Loan Lenders and Coöperatieve Rabobank U.A., New York Branch, as administrative agent for the Revolving Credit Lenders (the “Merger Existing Credit Agreement”) and such repayment, together with the termination of all commitments thereunder and the release of all liens granted in connection therewith, the “Refinancing”), 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, pay Transaction Costs. The Lenders have indicated their willingness to extend credit 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. The Borrower was organized by Solo Cup Company, an Illinois corporation ("OLD SOLO CUP") to acquire control of SF Holdings Group, Inc., a Delaware corporation (the "COMPANY"), its Subsidiaries (as hereinafter defined) and three additional entities related to the Company. Pursuant to that certain the Agreement and Plan of Merger, dated as of January 27December 22, 2016 2003 (as amended, supplemented or otherwise modified in accordance with its terms, to the extent permitted in accordance with the Loan Documents (as hereinafter defined), the "MERGER AGREEMENT") by and among Old Solo Cup, Solo Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Old Solo Cup ("MERGER SUB") and the Company, Merger Sub has agreed to consummate a merger (the "MERGER") with the Company in which the Company will be the surviving corporation. The Merger Agreement also provides for the direct or indirect acquisition by Old Solo Cup of additional entities related to the Company (the "RELATED PURCHASE"). Prior to or at the time of the Merger, Old Solo Cup will be reorganized (the "REORGANIZATION") whereupon Old Solo Cup shall become a direct wholly owned Subsidiary of the Borrower. The Borrower has requested that (a) immediately upon the consummation of the Merger, the Related Purchase and the Reorganization and certain related transactions, the Lenders lend to the Borrower to pay to the holders of the Company Stock (as hereinafter defined) the cash consideration for their shares in the Merger, to pay transaction fees and expenses, and to refinance certain Indebtedness of the Company and its Subsidiaries and Old Solo Cup and its Subsidiaries and (b) from time to time, including all schedules the Lenders lend to the Borrower and exhibits theretothe L/C Issuers (as hereinafter defined) issue Letters of Credit (as hereinafter defined) for the account of the Borrower to provide a revolving credit facility for the Borrower and its Subsidiaries. The Borrower has requested that the Lenders provide a revolving credit facility, 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 term loan facility, and the Lenders have indicated their willingness to lend and the L/C Issuers have indicated their willingness to so issue Letters of Nexstar Borrower (the “Merger Sub”) and Media GeneralCredit, 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 corporationin each case, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain Agreement and the Plan of Merger, Merger and Securities Purchase Agreement dated as of January 27February 17, 2016 2019 (together with all exhibits, annexes and schedules and other attachments thereto, collectively, as amended, restated, supplemented or otherwise modified from time to time, including all schedules and exhibits theretoin accordance with the terms thereof, the “Merger Acquisition Agreement”), by and among Nexstar Broadcasting GroupSeller (as defined therein), Inc.Aptean, Yaletown Acquiror S.à x.x., a Delaware corporationLuxembourg private limited liability company (société à responsabilité limitée) (“Yaletown” and, Neptune Merger Subtogether with Aptean, Inc.collectively, the “Companies”), Intermediate Holdings, Acquiror Borrower, Yaletown Acquiror (UK) Ltd, a Virginia corporation company organized under the laws of England and Wales (“U.K. Holdings”), and the Initial Borrower, (i) Acquiror Borrower, the Initial Borrower, Aptean and Seller will effect a direct wholly-merger of the Initial Borrower with and into Aptean in accordance with the General Corporation Law of the State of Delaware, upon the consummation of which, the Initial Borrower shall cease to exist and Aptean will survive as a wholly owned Subsidiary subsidiary of Nexstar Acquiror Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media GeneralMerger”), the Nexstar Borrower and (ii) U.K. Holdings will acquire from the Seller 100% of the issued and outstanding share capital of Yaletown (together with the Merger, collectively, the “Acquisition”). In connection with the transactions contemplated by the Acquisition Agreement, the Borrower has requested that, upon the satisfaction (or waiver by the Arrangers) Media General by causing Merger Sub in full of the conditions precedent set forth in the applicable provisions of Article IV below, the Lenders make term loans to merge with and into Media General with Media General being the surviving corporation, Borrower in an aggregate principal amount of $150,000,000 under the Initial Commitment on the terms and subject to the conditions set forth in the Merger this 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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:

PRELIMINARY STATEMENTS. Pursuant The Borrower, the Guarantors, Bank of America, as administrative agent and collateral agent and the other lenders, swing line lenders and letter of credit issuers party thereto entered into a credit agreement dated as of January 30, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”). The Borrower requested that certain the applicable Lenders extend credit to the Borrower on the Restatement Effective Date in the form of term loans in an initial aggregate principal amount of $650,000,000. The proceeds of the term loan borrowings hereunder were used (i) to repay in full the existing term loans and any accrued interest and fees of the Borrower under the Existing Credit Agreement and Plan (ii) to finance the acquisition through one of Mergerthe Borrower’s wholly owned subsidiaries (the “Acquisition”) of certain assets of Lafarge North America Inc. (the “Seller”) pursuant to the Asset Purchase Agreement, dated as of January 27April 16, 2016 2015 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Acquisition Agreement”), by and among Nexstar Broadcasting Groupbetween Continental Cement Company, Inc.L.L.C., a Delaware corporationlimited liability company, Neptune Merger Suband indirect wholly owned subsidiary of the Borrower, Inc.and the Seller, a Virginia corporation and a direct wholly-owned Subsidiary in each such case, simultaneously herewith. Upon the satisfaction of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”)conditions set forth in Section 4.01 hereof on the Restatement Effective Date, the Nexstar Borrower will acquire (parties hereto as of the “Acquisition”) Media General by causing Merger Sub Restatement Effective Date agreed to merge with amend and into Media General with Media General being restate the surviving corporationExisting Credit Agreement in the form of this Agreement, and the applicable Lenders indicated their willingness to lend and the L/C Issuers indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth in the Merger Agreementherein. The Nexstar Borrower and further requested that on the VIE Borrowers have requested Amendment No. 2 Effective Date, all Restatement Effective Date Term Loans be converted to New Term Loans or be prepaid from 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 proceeds of newly funded New Term Loans and/or cash on hand of the Borrower. Upon the satisfaction of the conditions set forth in Section 3 of Amendment No. 2, the Xxxxxxxx Borrower and the Shield Borrowers respectively parties thereto agreed to finance the Acquisition and the Transaction Expenses andlend New Term Loans and/or convert their Restatement Effective Date Term Loans into New Term Loans, in connection therewitheach case, on the terms and subject to consummate the refinancing conditions set forth therein and herein. The Borrower has further requested that on the Amendment No. 5 Effective Date, all New Term Loans be converted to Term B-1 Loans or be prepaid from the proceeds of certain credit facilities, including to refinance (i) the loans and borrowings newly funded Term B-1 Loans and/or cash on hand of the Nexstar Borrower under Borrower. Subject to the Fifth Amended and Restated Credit Agreement, dated as satisfaction of December 3, 2012, by and among the Nexstar Borrower, Nexstar Broadcasting Group, Inc., a Delaware corporationconditions set forth in Section 3 of Amendment No. 5, the lenders parties thereto have agreed to lend Term B-1 Loans and/or convert their New Term Loans into Term B-1 Loans, in each case, on the terms and subject to the conditions set forth therein and herein. The Borrower further requested that on the Amendment No. 7 Effective Date, all Term B-1 Loans be prepaid from time the proceeds of newly funded Term B-2 Loans and/or cash on hand of the Borrower. Subject to time party thereto and Bank the satisfaction of America, N.A. as administrative agent, collateral agent, letter the conditions set forth in Section 6 of credit issuer and swing line lender (as amended, supplemented, amended and restated or otherwise modified from time to timeAmendment No. 7, the “Existing Nexstar Credit Agreement”), (ii) the loans and borrowings of the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Borrower, the lenders from time to time party parties 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 guaranteelend Term B-2 Loans, in each case, on the terms and cause Nexstar Media and certain of its 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 subject to the Nexstar Borrower conditions set forth therein 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

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 Borrower, the Xxxxxxxx Mxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Mxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx BorrowerMxxxxxxx Xxxxxxxx”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx BorrowerMxxxxxxx Xxxxxxxx, 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 Xxxxxxxx Mxxxxxxx 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”)company, 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 and certain of its 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:

PRELIMINARY STATEMENTS. Pursuant to (i) that certain Second Amended and Restated Credit Agreement and Plan of Merger(as amended, the “Original Credit Agreement”), dated as of January 27June 30, 2016 (2004, among the Borrower and the Partnership, as amendedborrowers, supplemented or modified various financial institutions and other Persons from time to timetime party thereto (the “Existing Lenders”) and BNP Paribas, including all schedules as agent and exhibits thereto(ii) the other Loan Documents (as defined in the Original Credit Agreement) executed in connection therewith, the “Merger Agreement”), by Existing Lenders provided the Borrower and among Nexstar Broadcasting Group, Inc.the Partnership with a $180,000,000 credit facility. The Borrower intends (a) to cause Cardtronics Limited, a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation company incorporated in England and Wales and a direct wholly-owned Subsidiary of Nexstar the Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media GeneralBidco”), the Nexstar Borrower will to acquire (the “UK Acquisition”) Media General by causing Merger Sub all of the issued and outstanding capital stock of Bank Machine (Acquisitions) Limited, a company incorporated under the laws of England and Wales and the parent of Bank Machine Limited, a company incorporated under the laws of England and Wales (the “Company”), from Bridgepoint Capital Limited and its Affiliates and the other existing shareholders of the Company (the “Sellers”) and (b) to merge refinance (the “Refinancing” and, together with the UK Acquisition and into Media General with Media General being the surviving corporationfunding of the credit facilities hereunder, on collectively, the terms “Transaction”) all of the indebtedness outstanding under the Original Credit Agreement and subject certain indebtedness of the Company. To finance the Transaction and related costs and expenses and to obtain ongoing working capital, the conditions set forth in the Merger Agreement. The Nexstar Borrower and the VIE Borrowers Partnership have requested that the applicable lenders Original Credit Agreement be amended and restated in its entirety to extend credit to become effective and binding on 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively Guarantors (as hereinafter defined) pursuant to finance the Acquisition terms hereof to provide for, among other things, credit facilities to the Borrower comprised of (a) a senior first lien term loan facility in the aggregate principal amount of up to $125,000,000 and (b) a senior first lien revolving credit facility in the Transaction Expenses and, in connection therewith, aggregate principal amount of up to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth $100,000,000. Third Amended and Restated Credit Agreement Simultaneously with entering into this Agreement, the Borrower is entering into a Second Lien 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 date hereof (as amended, supplemented, amended and restated restated, supplemented or otherwise modified from time to timetime in accordance with Section 8.17, the “Existing Nexstar Second Lien Credit Agreement”), (ii) with the loans guarantors, lenders and borrowings of the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Borrower, the lenders from time to time arranger party thereto and Bank Banc of AmericaAmerica Bridge LLC, N.A. as administrative agent agent. It is a condition to the obligations of the Lenders hereunder and collateral agent the effectiveness of this Agreement that, among other conditions, (a) the UK Acquisition is consummated pursuant to the UK Acquisition Agreement and (b) to provide a portion of the financing for the UK Acquisition, the Borrower shall have received the proceeds of loans under the Second Lien Credit Agreement in an aggregate principal amount of at least $75,000,000. The provisions of this Agreement and the Second Lien Credit Agreement are (as amended, supplemented, amended between the Lenders and restated or otherwise modified from time the “Lenders” under the Second Lien Credit Agreement) subject to timethe provisions of the Intercreditor Agreement. In connection with the foregoing, the “Lenders (including the Existing Mission Credit Lenders that are parties hereto) have agreed (subject to the terms and conditions of this Agreement”), (iii) to amend and restate the loans and borrowings of Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Original Credit Agreement dated in its entirety to read as of December 1, 2014 by and among the Xxxxxxxx Borrower, the lenders from time to time party thereto and Bank of America, N.A. as the administrative agent, the collateral agent set forth herein and the letter of credit issuer (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Xxxxxxxx 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 Agent has agreed to guarantee, and cause Nexstar Media and certain of its Subsidiaries to guarantee, serve as Agent for 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:.

PRELIMINARY STATEMENTS. Pursuant A. The Junior Lender has or will be making 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.Platte Valley Homes LLLP, a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower Colorado limited liability limited partnership (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media GeneralBorrower”), the Nexstar following loans for the purpose of financing a portion of the costs of the acquisition and construction by the Borrower will acquire of a new multifamily residential rental project to be known as Platte Valley Homes (the “AcquisitionProject”) 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 real property described in Exhibit A attached hereto (the conditions set forth “Mortgaged Property”): • a loan 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 amount of $4,330,000 (including sub-facilities) and term facilities under a credit agreement with Nexstar Borrower and a credit agreement with each of the Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 AgreementDHA Second Loan (Acquisition)”), to be evidenced by a promissory note of even date herewith (ii) the loans and borrowings of the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 AgreementDHA Second Loan (Acquisition) Note”) and secured by that certain second priority DHA Acquisition Loan Leasehold Deed of Trust, Security Agreement and Financing Statement (the “DHA Second Loan (Acquisition) Deed of Trust”) and that certain DHA Acquisition Loan Assignment of Leases and Rents (the “DHA Second Loan (Acquisition) Assignment of Leases and Rents”); • a loan in the amount of $750,00 (the “DHA Third Loan (Capital Grant Program Funds)”), (iii) the loans and borrowings to be evidenced by a promissory note of Xxxxxxxx Broadcasting Group, Inc., a Texas corporation even date herewith (the “Xxxxxxxx BorrowerDHA Third Loan (Capital Grant Program Funds) Note”) under the Credit and secured by that certain third priority DHA Capital Grant Program Funds Loan Leasehold Deed of Trust, Security Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Financing Statement (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Xxxxxxxx Credit AgreementDHA Third Loan (Capital Grant Program Funds) Deed of Trust”) and that certain DHA Capital Grant Program Funds Loan Assignment of Leases and Rents (the “DHA Third Loan (Capital Grant Program Funds) Assignment of Leases and Rents”); • a loan in the amount of $2,655,405 ($1,780,000 during construction) (the “DHA Fourth Loan (Program Funds)”), to be evidenced by a promissory note of even date herewith (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 BorrowersDHA Fourth Loan (Program Funds) Note”) under the Credit and secured by that certain fourth priority [DHA Program Funds Loan Leasehold Deed of Trust, Security 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 Financing Statement (collectively, the “Shield HoldingsDHA Fourth Loan (Program Funds) Deed of Trust”) and that certain DHA Program Funds Loan Assignment of Leases and Rents (the “DHA Fourth Loan (Program Funds) Assignment of Leases and Rents”); • a loan in the amount of $680,000 (the “DHA Fifth Loan (State HDG Funds)”), the lenders from time to time party thereto, and Royal Bank be evidenced by a promissory note of Canada, as the administrative agent and the collateral agent even date herewith (the “Existing Shield Credit AgreementDHA Fifth Loan (State HDG Funds) Note”) and (v) the loans secured by that certain fifth priority DHA State HDG Funds Loan Leasehold Deed of Trust, Security Agreement 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 Financing Statement (the “Existing Media General Credit AgreementDHA Fifth Loan (State HDG Funds) Deed of Trust”) and that certain [DHA State HDG Funds Assignment of Leases and Rents (the “DHA Fifth Loan (State HDG Funds) Assignment of Leases and Rents”); and • a loan in the amount of $1,020,000 (the “DHA Sixth Loan (City Funds)”), to be evidenced by a promissory note of even date herewith (the “DHA Sixth Loan (City Funds)”) and secured by that certain sixth priority [DHA City Funds Loan Leasehold Deed of Trust, Security Agreement and Financing Statement (the “DHA Sixth Loan (City Funds) Deed of Trust”) and that certain DHA City Funds Assignment of Leases and Rents (the “DHA Sixth Loan (City Funds) Assignment of Leases and Rents”). The Nexstar Borrower has agreed Collectively, (a) the DHA Second Loan (Acquisition), DHA Third Loan (Capital Grant Program Funds), DHA Fourth Loan (Program Funds), DHA Fifth Loan (State HDG Funds) and DHA Sixth Loan (City Funds) are referred to guaranteeherein as the “Junior Loans”, (b) the DHA Second Loan (Acquisition) Note, DHA Third Loan (Capital Grant Program Funds) Note, DHA Fourth Loan (Program Funds) Note, DHA Fifth Loan (State HDG Funds) Note and DHA Sixth Loan (City Funds) Note are referred to herein as the “Junior Notes”, (c) the DHA Second Loan (Acquisition) Deed of Trust, DHA Third Loan (Capital Grant Program Funds) Deed of Trust, DHA Fourth Loan (Program Funds) Deed of Trust, DHA Fifth Loan (State HDG Funds) Deed of Trust, and cause Nexstar Media DHA Sixth Loan (City Funds) Deed of Trust are referred to herein as the “Junior Deeds of Trust” and certain (d) the DHA Second Loan (Acquisition) Assignment of its Subsidiaries to guaranteeLeases and Rents, the obligations DHA Third Loan (Capital Grant Program Funds) Assignment of each VIE Borrower under the applicable VIE Credit Agreement Leases and certain hedging/cash management obligations Rents, DHA Fourth Loan (Program Funds) Assignment of each such VIE Borrower. To the extent required under the Nexstar Credit AgreementLeases and Rents, each VIE Borrower has agreed to guaranteeDHA Fifth Loan (State HDG Funds) Assignment of Leases and Rents, and cause certain DHA Sixth Loan (City Funds) Assignment of its Restricted Subsidiaries Leases and Rents are referred to guarantee, herein as the Nexstar Borrower’s obligations under the Nexstar Credit Agreement “Junior Assignments of Leases 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:Rents”.

PRELIMINARY STATEMENTS. The Borrower intends to acquire Microsemi LLC – RF Integrated Solutions, a Delaware limited liability company (the “Target”); Pursuant to that certain Agreement and Plan of Mergerthe Stock Purchase Agreement, dated as of January 27March 23, 2016 (as amended, restated, supplemented or otherwise modified from time to time, including all schedules the “Acquisition Agreement”) among the Borrower and exhibits theretoMicrosemi Corporation, 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 Borrower has agreed to acquire all of Nexstar Borrower the Capital Stock of the Target (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media GeneralMicrosemi Acquisition”); Substantially simultaneously with the consummation of the Microsemi Acquisition, the Nexstar Lenders extended credit to the Borrower in the form of (i) a term A loan facility on the Closing Date (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) in an aggregate principal amount of $200,000,000 and (ii) a revolving credit facility with an initial aggregate principal amount of commitments of $100,000,000. The proceeds of the term A loan facility funded on the Closing Date, together with the proceeds of (i) Revolving Credit Loans made on the Closing Date, (ii) the Pre-Closing Equity Offering and (iii) solely at the option of the Borrower, cash on the balance sheet, in each case, were used by the Borrower to (1) consummate the Refinancing, (2) finance the Microsemi Acquisition and (3) pay Transaction Expenses in connection with the foregoing. On the Amendment No. 1 Effective Date, the Term Loans made on the Closing Date were optionally prepaid in full pursuant to Section 2.06(a) hereof. The Borrower has requested that the Lenders extend credit to the Borrower in the form of an upsized revolving credit facility with an initial aggregate principal amount of commitments of $750,000,000. The revolving credit facility will acquire permit the issuance of one or more Letters of Credit from time to time and the making of one or more Revolving Credit Loans and/or Swingline Loans from time to time. The proceeds of the revolving credit facility and the commitments hereunder made available on the Amendment No. 3 Effective Date will be used by the Borrower for general corporate purposes (including Acquisitions and other purposes not prohibited hereunder). The Lenders have indicated their willingness to lend and the “Acquisition”) Media General by causing Merger Sub L/C Issuer has indicated its willingness to merge with and into Media General with Media General being the surviving corporationissue letters of credit, in each case, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of these premises and the mutual covenants and agreements herein containedcontained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant The Borrower, the Guarantors, Bank of America, as administrative agent and collateral agent and the other lenders, swing line lenders and letter of credit issuers party thereto entered into a credit agreement dated as of January 30, 2012 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”). The Borrower requested that certain the applicable Lenders extend credit to the Borrower on the Restatement Effective Date in the form of term loans in an initial aggregate principal amount of $650,000,000. The proceeds of the term loan borrowings hereunder were used (i) to repay in full the existing term loans and any accrued interest and fees of the Borrower under the Existing Credit Agreement and Plan (ii) to finance the acquisition through one of Mergerthe Borrower’s wholly owned subsidiaries (the “Acquisition”) of certain assets of Lafarge North America Inc. (the “Seller”) pursuant to the Asset Purchase Agreement, dated as of January 27April 16, 2016 2015 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Acquisition Agreement”), by and among Nexstar Broadcasting Groupbetween Continental Cement Company, Inc.L.L.C., a Delaware corporationlimited liability company, Neptune Merger Suband indirect wholly owned subsidiary of the Borrower, Inc.and the Seller, a Virginia corporation and a direct wholly-owned Subsidiary in each such case, simultaneously herewith. Upon the satisfaction of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”)conditions set forth in Section 4.01 hereof on the Restatement Effective Date, the Nexstar Borrower will acquire (parties hereto as of the “Acquisition”) Media General by causing Merger Sub Restatement Effective Date agreed to merge with amend and into Media General with Media General being restate the surviving corporationExisting Credit Agreement in the form of this Agreement, and the applicable Lenders indicated their willingness to lend and the L/C Issuers indicated their willingness to issue Letters of Credit, in each case, on the terms and subject to the conditions set forth in the Merger Agreementherein. The Nexstar Borrower and further requested that on the VIE Borrowers have requested Amendment No. 2 Effective Date, all Restatement Effective Date Term Loans be converted to New Term Loans or be prepaid from 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 proceeds of newly funded New Term Loans and/or cash on hand of the Borrower. Upon the satisfaction of the conditions set forth in Section 3 of Amendment No. 2, the Xxxxxxxx Borrower and the Shield Borrowers respectively parties thereto agreed to finance the Acquisition and the Transaction Expenses andlend New Term Loans and/or convert their Restatement Effective Date Term Loans into New Term Loans, in connection therewitheach case, on the terms and subject to consummate the refinancing conditions set forth therein and herein. The Borrower has further requested that on the Amendment No. 5 Effective Date, all New Term Loans be converted to Term B-1 Loans or be prepaid from the proceeds of certain credit facilities, including to refinance (i) the loans and borrowings newly funded Term B-1 Loans and/or cash on hand of the Nexstar Borrower under Borrower. Subject to the Fifth Amended and Restated Credit Agreement, dated as satisfaction of December 3, 2012, by and among the Nexstar Borrower, Nexstar Broadcasting Group, Inc., a Delaware corporationconditions set forth in Section 3 of Amendment No. 5, the lenders from time to time party parties 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 have agreed to guaranteelend Term B-1 Loans and/or convert their New Term Loans into Term B-1 Loans, in each case, on the terms and cause Nexstar Media and certain of its 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 subject to the Nexstar Borrower conditions set forth therein 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

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 thereto1) Simultaneously herewith, the “Merger Agreement”Borrowers, through JUSI Holdings, Inc. ("JUSI"), a wholly owned subsidiary, have acquired (the "Rexair Acquisition") all outstanding capital stock of Rexair Holdings, Inc. ("Rexair Holding") not owned by JUSI immediately prior to such acquisition, thereby causing each of Rexair Holdings and among Nexstar Broadcasting Groupits Subsidiary, Inc.Rexair, Inc. (the "Rexair Obligors") to become a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-wholly owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media GeneralBorrowers, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, the Borrowers have caused JUSI to consummate deliver to the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings Collateral Trustees as additional collateral hereunder 100% of the Nexstar Borrower under capital stock of Rexair Holdings (as well as the Fifth Amended and Restated Credit Agreement16% membership units of Strategic Industries, dated LLC) owned by it, Rexair Holdings to deliver to the Collateral Trustees as additional collateral hereunder 100% of December 3, 2012, by and among the Nexstar Borrower, Nexstar Broadcasting Groupcapital stock of Rexair, Inc., a Delaware corporation, and each of the lenders from time Rexair Obligors to time party thereto become parties as Pledgors to the Pledge and Bank of America, N.A. as administrative agent, collateral agent, letter of credit issuer and swing line lender Security Agreement (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Nexstar Credit Agreement”defined below), (ii) the loans and borrowings of the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its Subsidiaries to guarantee, the obligations of each VIE Borrower under the applicable VIE Credit this Agreement and certain hedging/cash management obligations of each such VIE Borrower. To the extent required under the Nexstar Credit Agreementother Collateral Documents, 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 (iRexair Obligors having executed and delivered herewith a Security Agreement Supplement pursuant to Section 19(b) certain commitments and/or loans of the same Class under Pledge and Security Agreement and Section 9.15 hereof, counterparts to the applicable Group Credit Agreements shall be held on Pledge and Security Agreement and this Agreement, a pro rata basis among lenders mortgage (by Rexair, Inc.) and certain other Collateral Documents in favor of the applicable Class under such Group Credit Agreements, (ii) certain voting rights under Collateral Trustees for 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 Equal and (iv) they shall be otherwise bound by the terms Ratable Benefit of the Intercreditor Agreement Among Group Lenders. In consideration Secured Holders and their respective Representatives, and, as a result, the Rexair Obligors, as Pledgors, have granted a Lien upon substantially all of their assets and properties (the "Rexair Collateral") in favor of the mutual covenants Collateral Trustees in trust for the Equal and agreements herein containedRatable Benefit of the Secured Holders and their respective Representatives, which Lien is a second priority lien, subordinate to the parties hereto covenant preexisting Lien (the "Rexair Debt Lien") upon such assets and agree as follows:properties granted in favor of the Rexair Collateral Agent for the Equal and Ratable Benefit of the Rexair Creditor Parties and certain other Persons pursuant to the Rexair Collateral Documents.

PRELIMINARY STATEMENTS. Pursuant to that certain Agreement and Plan of Merger, The Revolving Credit Borrower has entered into a purchase agreement dated as of January 27February 13, 2016 2007 (as amended) (the “Purchase Agreement”) with affiliates of Blackstone Real Estate Advisors V, supplemented or modified from time to time, including all schedules and exhibits theretoL.P. (collectively, 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 SubSeller”) pursuant to which the Term B Borrower and Media General, Inc., certain of its Subsidiaries (as hereinafter defined) or a Virginia corporation 1031 Exchange Accomodator (“Media General”), as hereinafter defined) under contract with the Nexstar Revolving Credit Borrower or its Subsidiaries will acquire (the “Acquisition”) Media General the portfolio of commercial real estate properties listed on Part II of Schedule III hereto (the “Acquired Properties”) for not more than $2,875,000,000 in cash. The Acquisition will be financed through the incurrence (a) by causing Merger Sub the Term B Borrower of the Term B Advances (as hereinafter defined) (b) by the Revolving Credit Borrower of Revolving Credit Advances and (c) by the Initial CMBS Borrowers (as hereinafter defined) and their Subsidiaries of up to merge with $2,500,000,000 under the CMBS Bridge Financing (as hereinafter defined) and/or through the CMBS Mortgage Financings (as hereinafter defined) and into Media General with Media General being the surviving corporation, on the terms and subject (d) such other funds available to the conditions set forth in the Merger Revolving Credit Borrower and its Subsidiaries as are not prohibited by this Agreement. The Nexstar Borrower and the VIE Borrowers have requested that, concurrently with the applicable lenders to extend credit closing of the Acquisition, the Lender Parties lend to the applicable borrowers under various revolving credit facilities Term B Borrower up to the full amount of the Term B Facility and commit to provide up to the full amount of the Revolving Credit Facility to pay to Seller a portion of the consideration for the Acquisition, pay transaction fees and expenses, refinance certain Existing Debt (including sub-facilitiesas hereinafter defined) and term facilities under a credit agreement with Nexstar of the Revolving Credit Borrower and a credit agreement with each of the Borrowerits Subsidiaries and that, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 Lender Parties lend to the Revolving Credit Agreement”), (ii) Borrower and issue Letters of Credit for the loans and borrowings account of the Revolving Credit Borrower under to provide working capital for the Fourth Amended Revolving Credit Borrower and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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”)its Subsidiaries. The Nexstar Borrower has agreed Lender Parties have indicated their willingness to guarantee, and cause Nexstar Media and certain of its Subsidiaries agree to guarantee, the obligations of each VIE Borrower under the applicable VIE Credit Agreement and certain hedging/cash management obligations of each lend 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 amounts 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 and conditions 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:this Agreement.

PRELIMINARY STATEMENTS. Pursuant In connection with the Acquisition, on the Closing Date, (i) Convey Merger Sub, Inc., the parent company of Merger Sub, shall be merged with and into Convey Health Parent, Inc., with Convey Health Parent, Inc. surviving such merger, (ii) Convey Health Intermediate, Inc. shall be merged with and into Convey Health Intermediate II, Inc., with Convey Health Intermediate II, Inc. surviving such merger, (iii) Convey Health Intermediate II, Inc. shall be merged with and into Convey Health Intermediate III, Inc., with Convey Health Intermediate III, Inc surviving such merger, (iv) Convey Health Intermediate III, Inc. shall be merged with and into Convey Health Parent, Inc., with Convey Health Parent, Inc. surviving such merger and (v) the Closing Date Merger shall occur (clauses (i) through (v) above, collectively, the “Reorganization”). The Borrower has requested that (a) the Lenders extend credit to that certain Agreement the Borrower in the form of $225.0 million of Closing Date Term Loans and Plan $40.0 million of Merger, dated Revolving Commitments on the Closing Date as of January 27, 2016 senior secured credit facilities and (as amended, supplemented or modified b) from time to time, including all schedules time on and exhibits theretoafter the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with cash on hand and proceeds of the Equity Contribution, will be used on the Closing Date to fund the Transactions. On the Amendment No. 5 Effective Date, the Borrower shall acquire (the “Merger AgreementHealthsmart Acquisition”), by directly or indirectly, all of the issued and among Nexstar Broadcasting Groupoutstanding Capital Stock of D-M-S Holdings, 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 GeneralHealthsmart”). The Borrower has requested that the 2022 Incremental Term Lenders extend credit to the Borrower in the form of $78.0 million of 2022 Incremental Term Loans on the Amendment No. 5 Effective Date as a senior secured incremental credit facility. The proceeds of the 2022 Incremental Term Loans, together with cash on hand, will be used by the Nexstar Borrower will acquire on or after the Amendment No. 5 Effective Date (i) partly to finance the “Acquisition”Healthsmart Transactions and pay the Healthsmart Transaction Expenses and (ii) Media General by causing Merger Sub otherwise to merge with fund working capital and into Media General with Media General being general corporate purposes. The Lenders have indicated their willingness to make Loans, and the surviving corporationIssuing Banks have indicated their willingness to issue Letters of Credit, in each case 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain the Purchase Agreement and Plan of Merger, dated as of January 27, 2016 (as amended, supplemented or modified from time to time, including all schedules this and exhibits thereto, the “Merger Agreement”other capitalized terms used in these preliminary statements are defined in Section 1.01 below), 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 Acquisition Sub will acquire merge (the “Acquisition”) Media General by causing Merger Sub to merge with and into Media General Cardinal (which owns, directly or indirectly, all of the Equity Interest of the Transferred Entities), with Media General (i) the consideration for the Acquisition being paid, (ii) Cardinal surviving as a wholly owned subsidiary of Holdings and (iii) Cardinal assuming by operation of law all of the surviving corporationObligations of Acquisition Sub under this Agreement and the other Loan Documents (and all references herein and in the other Loan Documents to the term “Borrower” shall thereupon be deemed to be references to Cardinal). The Borrower has requested that simultaneously with the consummation of the Acquisition, the Lenders extend credit to the Borrower in the form of (i) Dollar Term Loans in an initial aggregate principal Dollar Amount of $1,060,000,000, (ii) Euro Term Loans in an aggregate principal Euro Amount of €265,000,000 and (iii) Revolving Credit Commitments in an initial aggregate principal Dollar Amount of $350,000,000 (the “Revolving Credit Facility”). The Revolving Credit Facility may include one or more Swing Line Loans and one or more Letters of Credit from time to time. The proceeds of the Term Loans and the Initial Revolving Borrowing (to the extent permitted in accordance with the definition of the term “Permitted Initial Revolving Borrowing Purposes”), together with the proceeds of (i) the issuance of the High Yield Notes and (ii) the Equity Contribution, will be used to finance the Transaction and the Transaction Expenses. The proceeds of Revolving Credit Loans made after the Closing Date will be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including the financing of Permitted Acquisitions. Swing Line Loans and Letters of Credit will be used for general corporate purposes of the Borrower and its Subsidiaries. The applicable Lenders have indicated their willingness to lend, and the L/C Issuer has indicated its willingness to issue Letters of Credit, in each case, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that Borrower, Toronto Dominion (Texas), Inc., as administrative agent (the "Prior Administrative Agent"), The Toronto-Dominion Bank, as issuing bank, and certain lenders party thereto (the "Prior Lenders") have heretofore entered into a Credit Agreement and Plan of Merger, dated as of January 27December 17, 2016 (2001, as amended, modified or supplemented or modified (the "Existing Credit Facility"). Borrower desires to amend and restate the Existing Credit Facility in order to restructure, rearrange, renew, extend and continue all indebtedness evidenced by and outstanding under the Existing Credit Facility (the "Existing Indebtedness"), and to modify the commitments from the Lenders pursuant to which Loans will be made by the Lenders to the Borrower from time to timetime prior to the Maturity Date and Letters of Credit will be issued by the Issuing Bank under the several responsibilities of the Lenders for the account of the Borrower from time to time prior to the Letter of Credit Availability Expiration Date. Borrower has delivered to Prior Administrative Agent certain collateral documents to secure the repayment of the Existing Indebtedness to the Prior Lenders, including all schedules which collateral documents are being assigned to the Administrative Agent in connection with, and exhibits theretoconcurrently with, the “Merger restructuring, rearrangement, renewal, extension and continuation of the Existing Indebtedness pursuant to this 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 Administrative Agent, the Nexstar Borrower will acquire (Lenders and the “Acquisition”) Media General by causing Merger Sub to merge with and into Media General with Media General being the surviving corporationIssuing Bank are willing, on the terms and subject to the conditions hereinafter set forth (including Article IV), to amend and restate the Existing Credit Facility in order to restructure, rearrange, renew, extend and continue all Existing Indebtedness and to modify the commitments and make such Loans to the Borrower and issue and participate in such Letters of Credit for the account of the Borrower. It is 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 best interest of each of the Borrower, the Xxxxxxxx Borrower Guarantors to execute and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated deliver a Guaranty as of December 3, 2012, by and among the Nexstar Borrower, Nexstar Broadcasting Group, Inc., each Guarantor will receive substantial benefits as 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 result of the Borrower under entering into the Fourth Amended and Restated Credit Agreementborrowing base, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 revolving credit issuer (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Xxxxxxxx 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 and certain of its 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 facility 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:

PRELIMINARY STATEMENTS. Pursuant On the Closing Date, pursuant to that certain Agreement and Plan of Merger, dated as of January 27March 13, 2016 2020 (together with all exhibits and schedules thereto, and as amended, supplemented or otherwise modified from time to time, including all schedules and exhibits thereto, the “Merger Closing Date Acquisition Agreement”), by and among Nexstar Broadcasting GroupHoldings, Inc.Merger Sub and the Company, a Delaware corporationHoldings will, Neptune Merger Subdirectly or indirectly, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower acquire the Company (the “Merger SubClosing Date Acquisition”) and Media General, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire (the “Acquisition”) Media General by causing Merger Sub to will merge with and into Media General the Company, with Media General being the Company surviving corporationsuch merger (the “Closing Date Merger”). The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Initial Term Loans on the Closing Date in an initial aggregate principal amount of $150,000,000 pursuant to this Agreement and (ii) a Revolving Credit Facility in an initial aggregate principal committed amount of $275,000,000 pursuant to this Agreement. The Revolving Credit Facility will include (x) a sub-limit for the making of one or more Letters of Credit from time to time and (y) Swing Line Loans denominated in Dollars from time to time. The proceeds of the Initial Term Loans will be used by the Borrower on and after the Closing Date (i) to finance a portion of the Transaction, including the payment of the Transaction Expenses, (ii) to finance the Closing Date Refinancing and the repayment and/or redemption of any other existing indebtedness of the Company and its subsidiaries in connection with the Transaction and (iii) for working capital and other general corporate purposes (including working capital and/or purchase price adjustments and/or to fund OID or upfront fees in connection with the Facilities). Subject to the limitations on the incurrence of Revolving Credit Loans on the Closing Date set forth in Section 6.18(b), the Letters of Credit and proceeds of Borrowings under the Revolving Credit Facility and Swing Line Facility will be used by the Borrower and its Subsidiaries (i) to finance, in part, the Transaction, including the payment of the Transaction Expenses and (ii) for working capital, capital expenditures and other general corporate purposes (including to fund OID or upfront fees in connection with the Facilities), permitted acquisitions, other permitted investments, permitted dividends and other permitted distributions and any other purpose not prohibited by this Agreement. The Lenders have indicated their willingness to lend, and the L/C Issuers have indicated their willingness to issue Letters of Credit, in each case, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain Agreement and Plan of MergerBHFS I, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx Credit Agreement”), (iv) the loans and borrowings of WXXA-TV LLC, a Delaware limited liability company and WLAJ-TV BHFS II, LLC, BHFS III, LLC, and BHFS IV, LLC, each a Delaware limited liability company (collectively, the “Shield Original Syndicated Loan Borrowers”) under entered into a lending transaction with Syndicated Agent and Syndicated Lenders on July 28, 2008, as evidenced by certain promissory notes (collectively, the Credit Agreement dated “Original Syndicated Notes”), and governed by that certain Loan Agreement, as amended from time to time prior to the date hereof (“Original Syndicated Loan Agreement”), whereby the Original Syndicated Loan Borrowers obtained loans from the Syndicated Lenders in the aggregate original principal amount of July 31$57,779,019.00 (“Original Syndicated Loan”). BHFS Theater, 2013 by and among the Shield Borrowers, Shield Media LLC, a Delaware limited liability company and Shield Lansing LLC, a Delaware limited liability company (“Theater Borrower”), entered into a lending transaction with Theater Administrative Agent and Theater Lender on December 10, 2010, as evidenced by that certain promissory note (“Original Theater Note”), and which Original Theater Note is governed by that certain Construction Loan Agreement (“Original Theater Loan Agreement”), whereby the Theater Borrower obtained a loan from Theater Lender in the original principal amount of $5,047,057.00 (“Original Theater Loan”). Guarantor and Fairways Frisco, LP, a Texas limited partnership (“Fairways”), executed that certain Guaranty Agreement, dated July 28, 2008, as amended from time to time prior to the date hereof (“Original Syndicated Guaranty Agreement”), in favor of Bank of America, as Administrative Agent on behalf of Syndicated Lenders, guaranteeing, among other things, the repayment of the Original Syndicated Loan, as described therein. Additionally, Guarantor and Fairways executed that certain Guaranty Agreement, dated December 10, 2010 (“Original Theater Guaranty Agreement”) in favor of Bank of America, as Administrative Agent on behalf of Theater Lender, guaranteeing the repayment of the Original Theater Loan, as described therein. The Original Syndicated Guaranty Agreement and the Original Theater Guaranty Agreement are, collectively referred to as the “Original Guaranty Agreement”. The Original Syndicated Notes matured on January 28, 2012, and as a result of such maturity, all amounts owed by Original Syndicated Loan Borrowers under the Original Syndicated Loan Agreement became due and payable on that date, after which time Original Syndicated Loan Borrowers were in default. Additionally, the Original Theater Note was accelerated and therefore deemed matured on February 14, 2012, and as a result of such maturity, all amounts owed by Theater Borrower under the Original Theater Loan Agreement became due and payable on that date, after which time Theater Borrower was in default. On June 13, 2012, Original Syndicated Loan Borrowers and Theater Borrower (collectively, the “Shield HoldingsDebtors”)) filed voluntary petitions for relief commencing bankruptcy cases under Chapter 11 of the United States Bankruptcy Code, jointly administered under Bankruptcy Case Xx. 00-00000, xx xxx Xxxxxx Xxxxxx Bankruptcy Court for the lenders from time to time party theretoEastern District of Texas, and Royal Bank of Canada, as the administrative agent and the collateral agent Sherman Division (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 AgreementBankruptcy Court”). The Nexstar Borrower has agreed to guaranteeDebtors subsequently filed Debtors Amended Joint Consolidated Plan of Reorganization (the “Plan”) in the Bankruptcy Court. The Bankruptcy Court entered its order (“Order”) confirming the Plan on December 20, 2012, and cause Nexstar Media the Plan is currently in effect in accordance with its terms. Pursuant to the Plan and the Order, Syndicated Administrative Agent, Syndicated Lenders, Original Syndicated Loan Borrowers, Theater Borrower, and Behringer Harvard Frisco Square LP, a Delaware limited partnership (collectively, “Syndicated Borrowers”), have entered into, are entering into concurrently herewith, or contemplate entering into, that certain Amended and Restated Loan Agreement dated of its Subsidiaries even date herewith (herein called, as it may hereafter be modified, supplemented, restated, extended, or renewed and in effect from time to guaranteetime, the obligations “Syndicated Loan Agreement”), which Syndicated Loan Agreement sets forth the terms and conditions of each VIE Borrower under a loan (the applicable VIE Credit “Syndicated Loan”) to Syndicated Borrowers for the reinstatement, renewal, extension and modification of the Original Syndicated Loan. The Syndicated Loan is secured in part by the Deeds of Trust (as defined in the Syndicated Loan Agreement), and which are referred to herein as the “Syndicated Deeds of Trust”. Also, pursuant to the Plan and the Order, Theater Administrative Agent, Theater Lender and Syndicated Borrowers have entered into, are entering into concurrently herewith, or contemplate entering into, that certain Loan Modification Agreement dated of even date herewith (the “Theater Loan Modification Agreement”, and certain hedging/cash management obligations of each such VIE Borrower. To the extent required under the Nexstar Credit Original Theater Loan Agreement, each VIE Borrower has agreed to guaranteeas modified by the Theater Loan Modification Agreement, and cause certain of its Restricted Subsidiaries as the same may have hereafter be modified, supplemented, restated, extended, or renewed and in effect from time to guaranteetime, the Nexstar Borrower’s obligations under “Theater Loan Agreement”), which Theater Loan Modification Agreement modifies the Nexstar Credit Agreement terms and certain hedging/cash management obligations conditions of the Nexstar BorrowerOriginal Theater Loan (such Original Theater Loan, as modified by the Theater Loan Modification Agreement, the “Theater Loan”). The lenders Theater Loan is secured in part by the Original Deed of Trust (as defined in the Theater Loan Modification Agreement), and which, as modified by the Theater Loan Modification Agreement is referred to herein as the “Theater Deed of Trust”. The Syndicated Loan is or will be also evidenced by those certain Reinstated, Renewal, Modification and Extension Promissory Notes dated or to be dated the date of the Syndicated Loan Agreement, issued or to be issued by Syndicated Borrowers pursuant to the Nexstar Borrower Syndicated Loan Agreement in the aggregate principal amount of $26,962,923.49 (such notes, as they may hereafter be renewed, extended, supplemented, increased or modified and the lenders in effect from time 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 Agreementstime, (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 and all other Group Loan Document, all payments received by the Group Lenders shall be applied notes given in substitution therefor in accordance with the Intercreditor Agreement Among Group Lenders Syndicated Loan Agreement, or in modification, renewal, or extension thereof, in whole or in part, are herein collectively called the “Syndicated Note”; this Guaranty, Syndicated Loan Agreement, Syndicated Note, Syndicated Deeds of Trust, and (iv) they shall all other documents now or hereafter securing, guaranteeing or executed by Syndicated Borrowers or Guarantor in connection with the Syndicated Loan are, as the same have been or may be otherwise bound amended, restated, modified or supplemented from time to time, hereafter referred to collectively as the “Syndicated Loan Documents”). The Theater Loan is or will be also evidenced by the terms Original Theater Note, as modified by the Theater Loan Modification Agreement (such Original Theater Note, as modified by the Theater Loan Modification Agreement, and as the same may be renewed, extended, supplemented, increased or modified and in effect from time to time, and all other notes given in substitution therefor in accordance with the Theater Loan Agreement, or in modification, renewal, or extension thereof, in whole or in part, are herein collectively called the “Theater Note”; this Guaranty, Theater Loan Agreement, Theater Note, Theater Deed of Trust, and all other documents now or hereafter securing, guaranteeing or executed by Theater Borrower or Guarantor in connection with the Theater Loan are, as the same have been or may be amended, restated, modified or supplemented from time to time, hereafter referred to collectively as the “Theater Loan Documents”), and such Theater Loan Modification Agreement provides that the outstanding principal amount of the Intercreditor Theater Loan is $4,981,578.39. The Syndicated Administrative Agent and the Theater Administrative Agent are referred to collectively herein as “Administrative Agent”; Syndicated Borrowers are referred to collectively herein as the “Borrowers” and each, a “Borrower”; the Syndicated Loan Agreement Among Group Lendersand the Theater Loan Agreement are referred to collectively herein as the “Loan Agreement”; the Syndicated Loan and the Theater Loan are referred to collectively herein as the “Loan”; the Syndicated Deeds of Trust and the Theater Deed of Trust are referred to collectively herein as the “Deed of Trust”; the Syndicated Note and the Theater Note are referred to collectively as the “Note”; the Syndicated Loan Documents and the Theater Loan Documents are referred to collectively herein as the “Loan Documents”. In consideration A condition precedent to the effectiveness of the mutual covenants Loan Agreement is Guarantor’s execution and agreements herein contained, delivery to Administrative Agent of this Guaranty. Any capitalized term used and not defined in this Guaranty shall have the parties hereto covenant and agree as follows:meaning given to such term in the Loan Agreement. This Guaranty is one of the Loan Documents described in the Loan Agreement.

PRELIMINARY STATEMENTS. Pursuant to that certain Agreement In connection with (a) the refinancing of all of the Borrower’s outstanding loans and Plan of Mergercommitments under its existing Credit Agreement, dated as of January March 14, 2013, as amended by the Amendment Agreement, dated as of February 5, 2014, and Amendment No. 2, dated as of February 27, 2016 2015 (as further amended, supplemented or otherwise modified from time to time, including all schedules and exhibits thereto, the “Merger Existing Credit Agreement”), by among the Borrower, The Bank of Nova Scotia, as administrative agent, each lender party thereto and among Nexstar Broadcasting Groupthe other agents party thereto (the “Bank Refinancing”), Inc.(b) the repurchase in a tender offer, redemption, defeasance, satisfaction and discharge or other repayment of all or a Delaware corporationportion of the Borrower’s outstanding 3.000% Senior Notes due 2016 (the “Notes Refinancing” and, Neptune Merger Subtogether with the Bank Refinancing, Inc.collectively, a Virginia corporation the “Refinancing”), and a direct wholly-owned Subsidiary (c) the funding of Nexstar certain underfunded pension obligations of the Borrower (the “Merger Sub”) Pension Funding,” and Media Generaltogether with the Bank Refinancing and the Notes Refinancing, Inc.and all other transactions related thereto (including, a Virginia corporation (without limitation, the payment of related fees and expenses), the “Media GeneralTransactions”), the Nexstar Borrower will acquire has requested that, from time to time, (i) the “Acquisition”Term A Lenders (as hereinafter defined) Media General by causing Merger Sub make term loans to merge with the Borrower, (ii) the Revolving Credit Lenders (as hereinafter defined) make revolving credit loans to the Borrower, (iii) the Swing Line Lender (as hereinafter defined) issue swing line loans to the Borrower and into Media General with Media General being (iv) each L/C Issuer (as hereinafter defined) issue letters of credit for the surviving corporationaccount of the Borrower and its Subsidiaries (as hereinafter defined), in each case to provide ongoing working capital and for other general corporate purposes of the Borrower and its Subsidiaries (including investments and acquisitions permitted hereunder) and to pay transaction fees and expenses and to finance, in part, the Refinancing. In furtherance of the foregoing, the Borrower has requested that the Lenders provide the Term A Facility (as hereinafter defined) and the Revolving Credit Facility (as hereinafter defined), and the Lenders and Swing Line Lender have indicated their willingness to lend and each L/C Issuer has indicated its willingness to issue letters of credit, in each case, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant The Borrowers have requested that (i) the Term Loan A Lenders extend credit to that certain the Term Loan Borrower in the form of Term A Loans on the Closing Date in an initial aggregate principal amount of up to $250.0 million pursuant to this Agreement, (ii) the Term Loan B Lenders extend credit to the Term Loan Borrower in the form of Term B Loans on the Closing Date in an initial aggregate principal amount of up to $750.0 million pursuant to this Agreement and Plan (iii) the Revolving Credit Lenders extend credit to the Revolver Borrowers in accordance with the Revolving Credit Commitments in an initial aggregate principal amount of Mergerup to $250.0 million pursuant to this Agreement (with the aggregate principal amount of Revolving Credit Loans permitted to be borrowed on the Closing Date). On the Closing Date, Parent will enter into the Senior Notes Indenture pursuant to which Parent will issue Senior Notes in an aggregate principal amount of $400.0 million and the proceeds of the Loans, together with the Senior Notes and the cash on hand, will be used in part to repay in full all amounts due or outstanding under the Credit Agreement dated as of January 27February 15, 2016 (2017, as amendedamended and restated on March 8, supplemented or modified from time to time2018, including all schedules and exhibits among Parent, the Term Loan Borrower, HII, HIL, HLF Financing US, LLC, a Delaware limited liability company as the other term loan borrower thereunder, the guarantors party thereto, the lenders party thereto, Credit Suisse AG, Cayman US-DOCS\138541167.4141447058.7 Islands Branch, as administrative agent for the Term Loan Lenders and Coöperatieve Rabobank U.A., New York Branch, as administrative agent for the Revolving Credit Lenders (the “Merger Existing Credit Agreement”) and such repayment, together with the termination of all commitments thereunder and the release of all liens granted in connection therewith, (the “Refinancing”), 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, pay Transaction Costs. The Lenders have indicated their willingness to extend credit 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that Borrower, Bank of Montreal, as administrative agent and as issuing bank, and certain lenders party thereto (the “Prior Lenders”) have heretofore entered into a Third Amended and Restated Credit Agreement and Plan of Merger, dated as of January 27November 30, 2016 2010, (as amended, modified or supplemented or modified prior to the date hereof, the “Prior Credit Facility”). Borrower desires to amend and restate the Prior Credit Facility in order to restructure, rearrange, renew, extend and continue all indebtedness evidenced by and outstanding under the Prior Credit Facility (the “Prior Indebtedness”), and to modify the commitments from the Lenders pursuant to which Loans will be made by the Lenders to the Borrower from time to timetime prior to the Maturity Date and Letters of Credit will be issued by the Issuing Bank under the several responsibilities of the Lenders for the account of the Borrower from time to time prior to the Letter of Credit Availability Expiration Date. Borrower has delivered to Bank of Montreal, including all schedules as administrative agent, certain collateral documents to secure the repayment of the Prior Indebtedness to the Prior Lenders, which collateral documents are being amended or amended and exhibits theretorestated in connection with, and concurrently with, the “Merger restructuring, rearrangement, renewal, extension and continuation of the Prior Indebtedness pursuant to this 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 Administrative Agent, the Nexstar Borrower will acquire (Lenders and the “Acquisition”) Media General by causing Merger Sub to merge with and into Media General with Media General being the surviving corporationIssuing Bank are willing, on the terms and subject to the conditions hereinafter set forth (including Article IV), to amend and restate the Prior Credit Facility in order to restructure, rearrange, renew, extend and continue all Prior Indebtedness and to modify the commitments and make such Loans to the Borrower and issue and participate in such Letters of Credit for the account of the Borrower. It is 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 best interest of each of the Borrower, the Xxxxxxxx Borrower Guarantors to execute and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated deliver a Guaranty as of December 3, 2012, by and among the Nexstar Borrower, Nexstar Broadcasting Group, Inc., each Guarantor will receive substantial benefits as 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 result of the Borrower under entering into the Fourth Amended and Restated Credit Agreementborrowing base, dated as of December 3, 2012, by and among revolving credit facility with the BorrowerAdministrative Agent, the lenders from time to time party thereto and Issuing 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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:

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 Xxxxxxxx Mxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilitiesRefinancing, 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 Borrower “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 Xxxxxxxx Mxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx BorrowerMxxxxxxx Xxxxxxxx”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx BorrowerMxxxxxxx Xxxxxxxx, 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 Xxxxxxxx Mxxxxxxx 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”)company, 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 Media, the other Holding Companies and certain of its 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:

PRELIMINARY STATEMENTS. Pursuant to that certain the Agreement and Plan of MergerMerger dated October 31, 2006 among RiskMetrics, Inc., formerly known as RiskMetrics Group, Inc. (“RiskMetrics”), RMG Holdco, Inc. (“RMG Holdco”), RMG Merger Sub, Inc. (“RMG Merger Sub”), ISS Merger Sub, Inc. (“ISS Merger Sub”), and Institutional Shareholder Services Holdings, Inc. (“Seller”), as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of January 27November 14, 2016 2006 among RiskMetrics, RMG Holdco, RMG Merger Sub, ISS Merger Sub and Seller and Amendment No. 2 dated November 30, 2006 among Borrower, RiskMetrics, RMG Holdco, RMG Merger Sub, ISS Merger Sub and Seller (as amended, supplemented or modified from time to time, including all schedules and exhibits theretocollectively, the “Merger Agreement”) RiskMetrics has agreed to consummate a business combination between RiskMetrics and Seller as follows: The Borrower will acquire all of the capital stock of RiskMetrics and Seller by means of (i) the merger of a wholly owned subsidiary, RMG Merger Sub, Inc. with and into RiskMetrics (the “RMG Merger”), by and among Nexstar Broadcasting Group, Inc., a Delaware with RiskMetrics continuing as the surviving corporation, Neptune and (ii) the merger of a wholly owned subsidiary, ISS Merger Sub, Inc., a Virginia corporation with and a direct wholly-owned Subsidiary of Nexstar Borrower into Seller (the “Merger Sub”) ISS Merger” and Media Generalcollectively with the RMG Merger, Inc., a Virginia corporation (the “Media GeneralMerger”), with Seller continuing as the Nexstar Borrower surviving corporation. Immediately following the Merger, each of RiskMetrics and Seller will acquire be a direct wholly owned subsidiary of Borrower. In connection with the Merger, there will be a rollover by certain of the existing common equity holders of Seller into Holdings (the “AcquisitionRollover Equity Contribution”) Media General by causing Merger Sub ). The Borrower has requested that the Lenders provide a term loan facility to merge with pay to the Seller’s stockholders and into Media General with Media General being optionholders the surviving corporationcash consideration for their shares and vested options of Seller in the ISS Merger, to pay transaction fees and expenses and to refinance certain Indebtedness of Seller 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant to that certain Agreement and Plan of Mergerthe Share Sale Agreement, 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 Holdings indirectly acquired (the “Merger SubDTZ Acquisition”) and Media General, Inc., a Virginia corporation the Equity Interests of each Sale Entity (“Media General”), as defined in the Nexstar Borrower will acquire Share Sale Agreement) (the “AcquisitionDTZ Acquired Companies”) 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in In connection therewith, (a) the Sponsors, the Management Stockholders and any Co-Investors made the DTZ Equity Contribution; (b) the Borrowers obtained an initial aggregate principal amount of $470,000,000 of Initial Term Loans; (c) the Borrowers obtained an initial aggregate principal amount of $280,000,000 of Delayed Draw Term Loans on the Delayed Draw Funding Date; (d) the Borrowers obtained an initial aggregate principal amount of $210,000,000 of Second Lien Term Loans pursuant to consummate the refinancing Second Lien Credit Agreement (the “Second Lien Initial Term Loans”); (e) the Borrowers obtained Revolving Credit Commitments under this Agreement in an initial aggregate principal amount of certain credit facilities, including to refinance $150,000,000 and obtained Revolving Credit Loans as permitted under this Agreement; and (f) the proceeds of (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”)DTZ Equity Contribution, (ii) the loans Initial Loans and borrowings (iii) the Second Lien Initial Term Loans were used to pay the consideration and other amounts owing in connection with the DTZ Acquisition under the Share Sale Agreement, to repay certain existing indebtedness and hedging obligations of the Borrower under DTZ Acquired Companies and to pay all fees, costs and expenses incurred in connection with the Fourth Amended Transactions and Restated Credit related transactions (including to fund any OID and upfront fees) and to provide working capital. Pursuant to the CT Merger Agreement, dated the proceeds of the Delayed Draw Term Loans were used by the Borrowers to acquire (the “CT Acquisition”) the Equity Interests of the Acquired Companies (as defined in the CT Merger Agreement) (the “CT Companies”). On the Delayed Draw Funding Date, without further action or consent from the Administrative Agent or the Lenders and as set forth in this Agreement, (i) the aggregate principal amount of December 3Revolving Credit Commitments automatically increased by $50,000,000 and (ii) certain other terms, 2012, by and among the Borrowerincluding without limitation, the lenders dollar “baskets” in the negative covenants and certain ratio-based tests, automatically adjusted to reflect the acquisition of the CT Companies on the Delayed Draw Funding Date. Pursuant to the C&W Acquisition Agreement, Holdings will indirectly acquire (the “C&W Acquisition”) the Equity Interests of C&W Group, Inc. (“C&W”). In connection therewith, it is intended that (a) the Sponsors, the Management Stockholders and any Co-Investors will make the C&W Equity Contribution on or prior to the First Lien Amendment No. 2 Effective Date; (b) the Borrowers will obtain $1,055,000,000 aggregate principal amount of 2015-1 Incremental Term Loans on the First Lien Amendment No. 2 Effective Date, (c) Borrowers will obtain 2015-1 Converted Term Loans and the 2015-1 Additional Term Loans in connection with the refinancing and replacement of the Initial Term Loans on the First Lien Amendment No. 2 Effective Date; (d) the Borrowers will obtain $250,000,000 aggregate principal amount of Second Lien Term Loans pursuant to the Second Lien Incremental Amendment No. 2 on the First Lien Amendment No. 2 Effective Date (the “2015-2 Second Lien Term Loans”); (e) the Borrowers will obtain $175,000,000 aggregate principal amount of Incremental Revolving Credit Commitments on the First Lien Amendment No. 2 Effective Date (the “2015-1 Revolving Commitment Increase”); and (f) the proceeds of (i) the C&W Equity Contribution, (ii) the 2015-1 Incremental Term Loans and in the Assignment and Assumption (or Affiliated Lender Assignment and Assumption) pursuant to which such Person becomes a party hereto, as applicable, as such amount may be adjusted from time to time party thereto and Bank of Americain accordance with this Agreement (including pursuant to Section 2.14, N.A. as administrative agent and collateral agent (as amended, supplemented, amended and restated 2.15 or otherwise modified from time to time, the “Existing Mission Credit Agreement”), (iii) the loans and borrowings of Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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”2.16). The Nexstar Borrower has agreed to guarantee, and cause Nexstar Media and certain of its 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 aggregate amount 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:2015-1 Incremental Term Commitments is $1,055,000,000.

PRELIMINARY STATEMENTS. Pursuant In connection with the Acquisition, on the Closing Date, (i) Convey Merger Sub, Inc., the parent company of Merger Sub, shall be merged with and into Convey Health Parent, Inc., with Convey Health Parent, Inc. surviving such merger, (ii) Convey Health Intermediate, Inc. shall be merged with and into Convey Health Intermediate II, Inc., with Convey Health Intermediate II, Inc. surviving such merger, (iii) Convey Health Intermediate II, Inc. shall be merged with and into Convey Health Intermediate III, Inc., with Convey Health Intermediate III, Inc surviving such merger, (iv) Convey Health Intermediate III, Inc. shall be merged with and into Convey Health Parent, Inc., with Convey Health Parent, Inc. surviving such merger and (v) the Closing Date Merger shall occur (clauses (i) through (v) above, collectively, the “Reorganization”). The Borrower has requested that (a) the Lenders extend credit to that certain Agreement the Borrower in the form of $225.0 million of Closing Date Term Loans and Plan $40.0 million of Merger, dated Revolving Commitments on the Closing Date as of January 27, 2016 senior secured credit facilities and (as amended, supplemented or modified b) from time to time, including all schedules time on and exhibits theretoafter the Closing Date, the Lenders lend to the Borrower and the Issuing Banks issue Letters of Credit for the account of the Borrower, each to provide working capital for, and for other general corporate purposes of, the Borrower and its Subsidiaries, pursuant to the Revolving Commitments hereunder and pursuant to the terms of, and subject to the conditions set forth in, this Agreement. The proceeds of the Closing Date Term Loans and the Closing Date Revolving Borrowings, together with cash on hand and proceeds of the Equity Contribution, will be used on the Closing Date to fund the Transactions. On the Amendment No. 5 Effective Date, the Borrower shall acquireacquired (the “Merger AgreementHealthsmart Acquisition”), by directly or indirectly, all of the issued and among Nexstar Broadcasting Groupoutstanding Capital Stock of D-M-S Holdings, Inc., a Delaware corporationcorporation (“Healthsmart”). The Borrower hashad requested that the 2022 Incremental Term Lenders extend credit to the Borrower in the form of $78.0 million of 2022 Incremental Term Loans on the Amendment No. 5 Effective Date as a senior secured incremental credit facility. The proceeds of the 2022 Incremental Term Loans, Neptune Merger Subtogether with cash on hand, will bewere used by the Borrower on or after the Amendment No. 5 Effective Date (i) partly to finance the Healthsmart Transactions and pay the Healthsmart Transaction Expenses and (ii) otherwise to fund working capital and general corporate purposes. On the Amendment No. 6 Effective Date, Commodore Parent 2022, LLC, a Delaware limited liability company (“C2 Parent”) and an Affiliate of the Borrower controlled directly or indirectly by the Investors, shall acquire (the “C2 Acquisition”), directly or indirectly, all of the issued and outstanding shares of common stock of Convey Health Solutions Holdings, Inc., a Virginia Delaware corporation and a direct wholly-owned Subsidiary Parent Company of Nexstar the Borrower (“Convey Parent”), held by the unaffiliated stockholders, other than the Rollover Shares (in each case as defined in the C2 Acquisition Agreement) pursuant to the C2 Acquisition Agreement. Commodore Merger Sub 2022, Inc., a Delaware corporation (“C2 Merger Sub”) and Media Generala wholly owned subsidiary of C2 Parent, Inc.shall, a Virginia corporation in accordance with the C2 Acquisition Agreement, merge into Convey Parent (the “Media GeneralC2 Merger”), with Convey Parent surviving the Nexstar C2 Merger. The Borrower has requested that the C2 Incremental Term Lenders extend credit to the Borrower in the form of $180.0 million of C2 Incremental Term Loans on the Amendment No. 6 Effective Date as a senior secured incremental credit facility. The proceeds of the C2 Incremental Term Loans received by the Borrower will acquire be used to (i) make a Permitted Investment in an amount not to exceed $173,559,760.50 in its direct or indirect Parent Company (including Convey Parent) on or about the Amendment No. 6 Effective Date (the “AcquisitionC2 Intercompany Loan”) Media General by causing to enable Convey Parent to finance the C2 Transactions, which such C2 Intercompany Loan shall be forgiven immediately following the consummation of the C2 Merger Sub (the “C2 Intercompany Loan Forgiveness”), (ii) pay the C2 Transaction Expenses and (iii) otherwise to merge with fund working capital and into Media General with Media General being general corporate purposes. The Lenders have indicated their willingness to make Loans, and the surviving corporationIssuing Banks have indicated their willingness to issue Letters of Credit, in each case 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant Section 6.9 of the Master Pooling and Servicing Agreement provides, among other things, that the Transferor and the Trustee may at any time and from time to that certain time enter into one or more Supplements to the Master Pooling and Servicing Agreement for the purpose of authorizing the issuance by the Trust to the Transferor, for execution and Plan redelivery to the Trustee for authentication, of Mergerone or more Series of Certificates. The Transferor and the Servicer entered into a Supplement (the "Original Supplement"), dated as of January 27August 21, 2016 (1997 with the Trustee as amendedrequired by Section 6.9(c) of the Master Pooling and Servicing Agreement to provide for the issuance, supplemented or modified from time to time, including all schedules authentication and exhibits thereto, delivery of the “Merger Agreement”), by and among Nexstar Broadcasting Group, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct whollyInvestor Certificates of Series 1997-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 Agreement1. The Nexstar Borrower Series 1997-1 Certificates are not and the VIE Borrowers have requested the applicable lenders shall not be subordinated 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as any other Series. As of December 1, 2014 by 1998, and among pursuant to both the Xxxxxxxx BorrowerMaster Pooling and Servicing Agreement and the Original Supplement, 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, Original Supplement was amended and restated or otherwise modified from time to time, in its entirety by the “Existing Xxxxxxxx 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 First Amended and Restated Credit Agreement dated as of July 31, 2013 Series 1997-1 Supplement (the "First Amended Supplement") entered into by and among Media Generalthe Transferor, the guarantors from time Servicer and the Trustee. The First Amended Supplement subsequently was amended by Amendments Numbers 1 and 2. As of June 28, 2001, pursuant to time party theretoboth the Master Pooling and Servicing Agreement and the First Amended Supplement, the lenders from time to time party thereto, First Amended Supplement was amended and Royal Bank of Canada, as restated in its entirety by the administrative agentSecond Amended and Restated Series 1997-1 Supplement (the "Second Amended Supplement") entered into by the Transferor, the letter of credit issuer, the swing line lender Servicer and the collateral agent (the “Existing Media General Credit Agreement”)Trustee. The Nexstar Borrower has agreed to guarantee, and cause Nexstar Media and certain of its 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 In accordance with the Intercreditor Master Pooling and Servicing Agreement Among Group Lenders and (iv) they the Second Amended Supplement, the Transferor, the Servicer and the Trustee hereby enter into this Series Supplement, which amends and restates the Second Amended Supplement in its entirety. Pursuant to this Series Supplement, the Transferor will, among other things, cancel the Class A-4 Variable Funding Certificates, Series 1997-1, issued on June 28, 2001. In the event that any term or provision contained herein shall conflict with or be otherwise bound by inconsistent with any term or provision contained in the Master Pooling and Servicing Agreement, the terms and provisions 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:this Series Supplement shall govern.

PRELIMINARY STATEMENTS. Pursuant New HoldCo intends to that certain Agreement directly or indirectly acquire (the “Acquisitions”) pursuant to the Offer Documents or Scheme Documents, as applicable (each as defined below) (a) all of the outstanding equity interests of Pace plc, a public limited company incorporated under the laws of England and Plan of Merger, dated as of January 27, 2016 Wales (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto“Pace”, the “Merger AgreementTarget” or the “Acquired Business”) which are subject to the Scheme or Takeover Offer (as the case may be) for consideration in cash (the “Cash Consideration”) and newly issued ordinary shares of New HoldCo, which acquisition will be effected pursuant to a Scheme or a Takeover Offer (each, as defined below) (the “Pace Acquisition”), by and among Nexstar Broadcasting Group(b) all of the outstanding capital stock of the Company for consideration consisting of newly issued ordinary shares of New HoldCo, Inc., which acquisition will be effected pursuant to a Delaware corporation, Neptune Merger Sub, Inc., merger of a Virginia corporation and a direct wholly-owned newly created indirect Subsidiary of Nexstar Borrower New HoldCo organized under the laws of Delaware (the “Company Merger Sub”) with and Media Generalinto the Company, Inc., a Virginia corporation (“Media General”), with the Nexstar Borrower will acquire Company as the surviving company (the “AcquisitionCompany Merger”). The transactions set forth in this paragraph and the refinancing of the Existing Credit Agreement, the Pace Refinancing and the termination of the Interim Credit Agreement (as such terms are defined below) Media General by causing Merger Sub are collectively referred to merge as the “Transaction”. Certain of the Borrowers, certain lenders, the Administrative Agent, and the other parties thereto are party to the Credit Agreement dated as of March 27, 2013, as amended and in effect prior to the Restatement Date (the “Existing Credit Agreement”). The parties hereto have agreed to amend and restate in its entirety the Existing Credit Agreement and to replace it in its entirety with this Agreement. In furtherance of the foregoing, the Borrowers have requested that the Lenders provide a term A loan facility, a term A-1 loan facility, a Dollar revolving credit facility, a multicurrency revolving credit facility and into Media General with Media General being continue the surviving corporationTerm B Facility, and the Lenders have indicated their willingness to lend and the L/C Issuers have indicated their willingness to issue letters of credit, in each case, 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 Borrower, the Xxxxxxxx Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, 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 the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the 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 Xxxxxxxx Broadcasting Group, Inc., a Texas corporation (the “Xxxxxxxx Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the Xxxxxxxx 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 Xxxxxxxx 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 and certain of its 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 Lendersherein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: