EMPLOYMENT AGREEMENTEmployment Agreement • June 10th, 2013 • Media General Inc • Television broadcasting stations • Virginia
EMPLOYMENT AGREEMENT, dated as of June 5, 2013 (this “Agreement”), by and between Media General, Inc., a Virginia corporation (the “Company”), and George L. Mahoney (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”).
Media General, Inc.Merger Agreement • June 10th, 2013 • Media General Inc • Television broadcasting stations
Reference is made to the Credit Agreement dated as of May 17, 2012, among Media General, Inc., a Virginia corporation (the “Borrower”), BH Finance LLC, a Nebraska limited liability company, as Administrative Agent (in such capacity, the “Administrative Agent”) and as a Lender, and the other Lenders party thereto (the “Credit Agreement”). Unless specifically defined herein, capitalized terms used in this letter agreement, including Exhibit A and Exhibit B attached hereto, shall have the meanings ascribed to such terms in the Credit Agreement.
VOTING AGREEMENTVoting Agreement • June 10th, 2013 • Media General Inc • Television broadcasting stations • Virginia
This VOTING AGREEMENT (this “Agreement”) is entered into as of June 5, 2013, by and among New Young Broadcasting Holding Co., Inc., a Delaware corporation (“Phoenix”), the D. Tennant Bryan Media Trust dated May 28, 1987, as amended and restated as of April 21, 1994, between D. Tennant Bryan and J. Stewart Bryan, III, as initial trustees (such trust, the “Media Trust”) and J. Stewart Bryan, III (together with the Media Trust, the “Stockholders”), and Media General, Inc., a Virginia corporation (“General”).
STANDSTILL AND LOCK-UP AGREEMENTStandstill and Lock-Up Agreement • June 10th, 2013 • Media General Inc • Television broadcasting stations • Virginia
This STANDSTILL AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of June 5, 2013, by and among Media General, Inc., a Virginia corporation (the “Company”), and Standard General Fund L.P., a Delaware limited partnership and Standard General Communications, LLC a Delaware limited liability company, (each, an “Investor”, and collectively, the “Investors”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2013 • Media General Inc • Television broadcasting stations • Virginia
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of June 5, 2013 (this “Agreement”), is entered into among Media General, Inc., a Virginia corporation (the “Company”), New Young Broadcasting Holding Co., Inc., a Delaware corporation (“Phoenix”), and the Holders of Common Stock (as defined below) listed on Schedule I hereto. Capitalized terms not otherwise defined herein have the meanings set forth in the Merger Agreement (as defined below).
MEDIA GENERAL, INC.Merger Agreement • June 10th, 2013 • Media General Inc • Television broadcasting stations • Virginia
Reference is hereby made to (i) that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Media General, Inc., a Virginia corporation (“General”), General Merger Sub 1, Inc., a Virginia corporation (“Merger Sub 1”), General Merger Sub 2, Inc., a Delaware corporation (“Merger Sub 2”), General Merger Sub 3, LLC., a Delaware limited liability company, and New Young Broadcasting Holding Co., Inc., a Delaware corporation (“Phoenix”), (ii) that certain Shareholders Agreement, dated as of May 24, 2012, by and among General, Berkshire Hathaway Inc. (“Berkshire”), the D. Tennant Bryan Media Trust and J. Stewart Bryan III (the “Shareholders Agreement”), (iii) that certain Noncompetition and Nonsolicitation Agreement, dated as of June 25, 2012 (the “WME Agreement”), by and among General, Media General Operations, Inc., a Delaware corporation, and World Media Enterprises Inc., a Delaware corporation, and (i
AGREEMENT AND PLAN OF MERGER by and among MEDIA GENERAL, INC., GENERAL MERGER SUB 1, INC., GENERAL MERGER SUB 2, INC., GENERAL MERGER SUB 3, LLC And NEW YOUNG BROADCASTING HOLDING CO., INC. DATED AS OF June 5, 2013Merger Agreement • June 10th, 2013 • Media General Inc • Television broadcasting stations • Virginia
AGREEMENT AND PLAN OF MERGER, dated as of June 5, 2013 (this “Agreement”), by and among Media General, Inc., a Virginia corporation (“General”), General Merger Sub 1, Inc., a Virginia corporation and a direct, wholly owned subsidiary of General (“Merger Sub 1”), General Merger Sub 2, Inc., a Delaware corporation and a direct, wholly owned subsidiary of General (“Merger Sub 2”), General Merger Sub 3, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of General (“Merger Sub 3”), and New Young Broadcasting Holding Co., Inc., a Delaware corporation (the “Phoenix”). Each of General, Merger Sub 1, Merger Sub 2, Merger Sub 3 and Phoenix may be referred to herein as a “party” and collectively as the “parties.”
