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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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, “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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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, 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 MergerThe Borrower, dated as of January 27, 2016 (as amended, supplemented or modified from time to time, including all schedules and exhibits theretoBright Horizons Capital Corp., the “Merger Agreement”)Lenders, 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 ▇▇▇▇▇▇▇▇ Borrower ▇▇▇▇▇ BANK USA, as Administrative Agent, Swing Line Lender, L/C Issuer, Joint Lead Arranger and Joint Bookrunner, entered into the Shield Borrowers respectively to finance Credit Agreement dated as of January 30, 2013 (as amended by Amendment No. 1 dated as of November 19, 2014, as supplemented by 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, Incremental Joinder dated as of December 39, 20122014, as amended by the Extension and among the Nexstar BorrowerIncremental Amendment dated as of January 26, Nexstar Broadcasting Group2016, 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 further amended, supplementedrestated, amended and restated supplemented or otherwise modified from time prior to timethe date hereof, 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 . 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 timeBright Horizons Capital Corp., the “Existing Mission Credit Agreement”)Lenders, (iii) the loans and borrowings of ▇▇▇▇▇▇▇▇ Broadcasting GroupSachs Bank USA, Inc.as existing Administrative Agent, a Texas corporation L/C Issuer and Swing Line Lender, and JPMorgan Chase Bank, N.A., as successor Administrative Agent and L/C Issuer, have entered into the Incremental and Amendment and Restatement Agreement, dated as of November 7, 2016 (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by Incremental and among the ▇▇▇▇▇▇▇▇ Borrower, the lenders from time to time party thereto Amendment 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 ▇▇▇▇▇▇▇▇ Credit Restatement Agreement”), pursuant to which (i) the Effective Date Term B Lenders (as defined below) agreed to make Effective Date Term B Loans (as defined below) in an aggregate principal amount of $925,000,000 on the Amendment and Restatement Effective Date (as defined below), (ii) the Delayed Draw Term B Lenders (as defined below) agreed to make Delayed Draw Term B Loans (as defined below) in an aggregate principal amount of up to $200,000,000 on the Delayed Draw Funding Date (as defined below), (iii) the Borrower agreed to use the proceeds of such Effective Date Term B Loans to, among other things, prepay in full the outstanding principal amount of the Existing Term Loans (as defined in the Incremental and Amendment and Restatement Agreement), together with any accrued but unpaid interest and fees thereon and (iv) the loans parties thereto have agreed, subject to the terms and borrowings conditions thereof, to amend and restate the Existing Credit Agreement to be in the form hereof. As of WXXA-TV LLC, a Delaware limited liability company the Amendment and WLAJ-TV LLC, a Delaware limited liability company (collectivelyRestatement Effective Date, the “Shield Borrowers”) under the Existing Credit Agreement dated as will be amended and restated in the form 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 this 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 Incremental and (iv) they shall be otherwise bound by the terms of the Intercreditor Agreement Among Group LendersAmendment and Restatement Agreement. 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 Mission Borrower and the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 Borrowers are party 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 ▇▇▇▇▇▇▇▇ 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 3October 26, 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 2016 (as amendedamended by that certain Amendment No. 1 to Amended and Restated Credit Agreement and Limited Waiver dated as of February 13, supplemented2017, as amended by that certain Consent to Credit Agreement dated as of May 22, 2017, as amended by that certain Amendment No. 2 to Amended and restated or otherwise Restated Credit Agreement dated as of August 24, 2017, as amended by that certain Consent to Credit Agreement dated as of April 20, 2018, as modified from time by that certain Consent to timeCredit Agreement dated as of October 16, the “Existing Nexstar 2018, as amended by that certain Consent and Amendment No. 3 to Amended and Restated Credit Agreement”)Agreement dated as of December 27, (ii) the loans 2018, as amended by that certain Consent to Credit Agreement dated as of January 30, 2019, as amended by that certain Consent and borrowings Amendment No. 4 to Amended and Restated Credit Agreement dated as of the Borrower under the Fourth December 16, 2019, as amended by that certain Consent and Amendment No. 5 to Amended and Restated Credit Agreement and Limited Waiver, dated as of March 20, 2020 and as modified by that certain Consent to Amended and Restated Credit Agreement, dated as of December 3April 17, 20122020, 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 further amended, supplementedrestated, amended and restated supplemented or otherwise modified from time to timetime prior to the date hereof, the “Existing Mission Credit Agreement”), (iii) the loans and borrowings of ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ BorrowerBorrowers, 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 Guarantors (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing ▇▇▇▇▇▇▇▇ 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”defined therein), the lenders from time to time party theretothereto and the Administrative Agent. The Borrowers have requested that the Administrative Agent, the Swingline Lender, the L/C Issuers and the Lenders amend and restate the Existing Credit Agreement on the terms and conditions set forth herein, and Royal Bank of Canadathe Administrative Agent, as the administrative agent Swingline Lender, the L/C Issuers and the collateral agent (Lenders agree to amend and restate 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 31on the terms and conditions set forth herein to, 2013 by among other things, extend the Maturity Date and among Media General, the guarantors from time provide for a delayed draw term loan facility 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 finance a portion of the Nexstar Borrower. The lenders to the Nexstar Borrower and the lenders to each of the VIE Borrowers have agreed that Lite-On Acquisition (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 Lendersas defined 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) Borrower under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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, ▇▇▇▇▇ 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, ▇▇▇▇▇ Holdings, Inc. I, a Delaware corporation (“Intermediate Holdings”), and ▇▇▇▇▇ Partners Holdings LLC, a Delaware limited liability company (the “Seller”), Buyer Sub will acquire 100% of the capital stock of ▇▇▇▇▇ 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 on the Closing Date. The proceeds of the Initial Term Loans, together with the proceeds of the Equity Contribution and of the First Lien Term 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 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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, 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 “▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 and the Initial Lenders have agreed to that certain establish a $600,000,000 revolving credit facility on the terms and conditions set forth therein. The Borrowers are concurrently (a) entering into a $975,000,000 Term Loan Agreement and Plan of Merger(such Term Loan Agreement, dated as of January 27, 2016 (as amended, restated, supplemented or modified from time to timeotherwise modified, including all schedules and exhibits theretoreplaced or refinanced, the “Merger Term Loan Facility”) with Deutsche Bank AG New York Branch, as administrative agent, and the other financial institutions party thereto and (b) entering into a $325,000,000 Bridge Loan Agreement (such Bridge Loan Agreement, as amended, restated, supplemented or otherwise modified, replaced or refinanced the “Bridge Loan Facility”) with Deutsche Bank AG Cayman Islands Branch, as collateral agent and as administrative agent, and the other financial institutions party thereto. A substantial portion of the proceeds of the Revolving Credit Facility (as hereinafter defined), the Term Loan Facility and the Bridge Loan Facility will be used to finance the acquisition, including through a tender offer (the “Tender Offer”), by and among Nexstar Broadcasting Group, Inc.BMCA Acquisition Sub, a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower BMCA Acquisition, which is a wholly-owned Subsidiary of BMCA, of not less than a majority of the common stock, $1.00 par value (the “Merger SubCompany Stock”) and Media General), Inc.of ElkCorp, a Virginia Delaware corporation (“Media GeneralElk”), and the Nexstar Borrower refinancing of substantially all the indebtedness of BMCA. Following the consummation of the Tender Offer, BMCA will acquire cause BMCA Acquisition Sub to merge into Elk (the “AcquisitionMerger”) Media General by causing Merger Sub to merge with and into Media General with Media General being thereby acquiring 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 balance of the Borrower, the ▇▇▇▇▇▇▇▇ Borrower Company Stock 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 will refinance (i) the loans and borrowings substantially all of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated as outstanding indebtedness 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 Elk (collectively, the “Shield Borrowers”) under Revolving Credit Facility, the Credit Agreement dated Term Loan Facility, the Bridge Loan Facility, the Tender Offer, the acquisition of the Option Stock (as of July 31hereinafter defined), 2013 by such refinancings and among the Shield Borrowers, Shield Media LLC, a Delaware limited liability company and Shield Lansing LLC, a Delaware limited liability company (collectivelyMerger, the “Shield HoldingsTransaction”), 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 Borrowers have requested and the Initial Lenders have agreed to that certain establish a $975,000,000 term loan facility on the terms and conditions set forth therein. The Borrowers are concurrently (a) entering into a $600,000,000 Revolving Credit Agreement and Plan of Merger(such Revolving Credit Agreement, dated as of January 27, 2016 (as amended, supplemented restated, supplemented, or modified from time to timeotherwise modified, including all schedules and exhibits theretoreplaced or refinanced, the “Merger Revolving Credit Facility”) with Deutsche Bank AG New York Branch, as collateral monitoring agent and administrative agent, and the other financial institutions party thereto and (b) entering into a $325,000,000 Bridge Loan Agreement (such Bridge Loan Agreement, as amended, restated, supplemented or otherwise modified, replaced or refinanced, the “Bridge Loan Facility”) with Deutsche Bank AG Cayman Islands Branch, as collateral agent and as administrative agent, and the other financial institutions party thereto. A substantial portion of the proceeds of the Term Loan Facility (as hereinafter defined), the Revolving Credit Facility and the Bridge Loan Facility will be used to finance, in part, the acquisition, including through a tender offer (the “Tender Offer”), by and among Nexstar Broadcasting Group, Inc.BMCA Acquisition Sub, a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower BMCA Acquisition, which is a wholly-owned Subsidiary of BMCA, of not less than a majority of the common stock, $1.00 par value (the “Merger SubCompany Stock”) and Media General), Inc.of ElkCorp, a Virginia Delaware corporation (“Media GeneralElk”), and the Nexstar Borrower refinancing of substantially all the indebtedness of BMCA. Following the consummation of the Tender Offer, BMCA will acquire cause BMCA Acquisition Sub to merge into Elk (the “AcquisitionMerger”) Media General by causing Merger Sub to merge with and into Media General with Media General being thereby acquiring 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 balance of the Borrower, the ▇▇▇▇▇▇▇▇ Borrower Company Stock 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 will refinance (i) the loans and borrowings substantially all of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated as outstanding indebtedness 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 Elk (collectively, the “Shield Borrowers”) under Term Loan Facility, the Revolving Credit Agreement dated Facility, the Bridge Loan Facility, the Tender Offer, the acquisition of the Option Stock (as of July 31hereinafter defined), 2013 by such refinancings and among the Shield Borrowers, Shield Media LLC, a Delaware limited liability company and Shield Lansing LLC, a Delaware limited liability company (collectivelyMerger, the “Shield HoldingsTransaction”), 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 “▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 Membership Interest Purchase Agreement, dated as of January 27February 18, 2016 2020 (together with the exhibits and disclosure schedules thereto, and as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Purchase Agreement”), by and among Nexstar Broadcasting Group, Inc.the Initial Borrower and TCFI Aevex Holdings LLC, a Delaware corporationlimited liability company (together with the sellers party thereto, 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 GeneralSeller”), the Nexstar Borrower will acquire Investors purchased all of the issued and outstanding membership interests of TCFI (the “Acquisition”). Following the initial Borrowing on the Closing Date, TCFI assumed all of the Obligations of the Initial Borrower hereunder (the “Debt Assumption”), and became the Borrower under this Agreement. In accordance with the foregoing, the Initial Borrower requested that, substantially simultaneously with the consummation of the Acquisition, the Lenders extend credit 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 Loans on the Closing Date. The proceeds of the Initial Term Loans and the Revolving Loans (limited, on the Closing Date, as set forth herein), together with the proceeds of the Equity Contributions contributed directly or indirectly to merge the Initial Borrower and cash on hand, were used on the Closing Date (i) to consummate the Refinancing, (ii) to fund the Acquisition, (iii) to pay the Transaction Expenses and (iv) for working capital and general corporate purposes and, after the Closing Date, in accordance with Section 6.16. Immediately after consummation of the Acquisition, the Borrower became a direct, wholly owned subsidiary of Holdings. The applicable Lenders have indicated their willingness to 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) Administrative Agent under the Credit Agreement dated as and each of December 1the other Loan Documents, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 The Initial Borrower has requested that the Lenders extend credit to that certain Agreement and Plan the Initial Borrower in the form of Merger, dated as of January 27, 2016 (i) Initial Term Loans (as amended, supplemented this and other capitalized terms used in these preliminary statements are defined below) on the Closing Date in an aggregate principal amount of $215,000,000.00 and (ii) Revolving Credit Commitments in an initial aggregate principal amount of $25,000,000.00 (which Revolving Credit Commitments shall include sub-limits as set forth herein with respect to Letters of Credit and Swing Line Loans). The Revolving Credit Commitments permit the issuance of one or modified more Letters of Credit from time to time and the making of one or more Revolving Credit Loans from time to time. The proceeds of all or a portion of the Initial Term Loans funded on the Closing Date, collectively with the proceeds of all or a portion of any Revolving Credit Borrowing made on the Closing Date and the proceeds of the Equity Contribution, will be used on the Closing Date to finance all or a portion of the Transactions including all schedules to fund (a) (i) the payment of consideration pursuant to the terms and exhibits theretoconditions of the Purchase Agreement and the other payments contemplated by the Purchase Agreement (including purchase price adjustments, working capital adjustments and/or to pay for acquired cash) (collectively, the “Merger AgreementAcquisition Consideration”), by (b) repayment in full of all outstanding Indebtedness of the Salt Borrower and among Nexstar Broadcasting Groupits Subsidiaries under the Existing Credit Agreement (as defined below) and the release of all guarantees, Inc.liens, a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary security interests or other obligations (other than contingent indemnification obligations for which no claim has been asserted or any such other obligations that survive pursuant to the terms of Nexstar Borrower the Existing Credit Agreement) with respect thereto (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media GeneralClosing Date Refinancing”); (c) the payment of Transaction Costs (as defined below), (d) the cash collateralization, backstop or replacement of letters of credit of the Target and its subsidiaries outstanding on the Closing Date, and (e) working capital and general corporate purposes. Immediately following the payment of the Acquisition Consideration and the closing of the Transactions, the Nexstar Borrower Closing Date Assignment will acquire (the “Acquisition”) Media General by causing Merger Sub occur. The applicable Lenders have indicated their willingness to merge with lend and into Media General with Media General being the surviving corporation, each L/C Issuer has indicated its willingness to issue 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 The Borrower has entered into 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 ▇▇▇▇▇▇▇▇ 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 319, 20122014 (the “Existing Credit Agreement”), by and among the Nexstar Borrower, Nexstar Broadcasting GroupBank of America, N.A., as administrative agent, the lenders named therein (the “Existing Lenders”) and the other parties thereto. Pursuant to the Action Sports Stock Purchase Agreement (as hereinafter defined), the Borrower has agreed to purchase all of the issued and outstanding capital stock of Action Sports (as hereinafter defined) from BRG Sports, Inc., a Delaware corporation. In order to finance the Action Sports Acquisition (as hereinafter defined) and to finance its ongoing working capital and for general corporate purposes, the lenders from time Borrower has requested, and the Lenders have agreed, to time party thereto amend and Bank restate the Existing Credit Agreement in order to permit the Lenders to extend credit subject to the conditions set forth herein in the form of America, N.A. as administrative agent, collateral agent, letter of credit issuer and swing line lender (a) Term A Loans (as amendedhereinafter defined) in an aggregate principal amount of $640,000,000 to the Borrower as provided herein and (b) Revolving Credit Loans (as hereinafter defined) in an aggregate principal amount of up to $400,000,000 to the Borrower as provided herein and ending on the Maturity Date (as hereinafter defined) of which, supplemented, amended and restated or otherwise modified from time to at any time, not more than (i) $100,000,000 in aggregate principal, notional or stated amount may be in the “Existing Nexstar form of L/C Credit Agreement”Extensions (as hereinafter defined) provided by the 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 Section 4.02, the Lenders and each L/C Issuer are willing to extend such credit to the Borrower. Accordingly, the parties hereto covenant agree to amend and agree restate the Existing Credit Agreement, in its entirety, 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 (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 Borrower has requested that, substantially simultaneously with the consummation of the 2014 Insight Acquisition, certain lenders extend credit to the Borrower in the form of term loans under the Term Loan Credit Agreement in an aggregate principal amount of $720,000,000 (the “Term Loan Acquisition Borrowing”). The proceeds of the Term Loan Acquisition Borrowing, together with Revolving Credit Loans hereunder will be used by the Borrower to pay the consideration in connection with the Insight Acquisition and Insight 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 The Existing Borrower, the guarantors party thereto, the Existing Lenders party thereto, and the Administrative Agent previously entered into that certain Credit and Guarantee Agreement and Plan of Merger, dated as of January 27December 8, 2016 2016, as amended by that certain Amendment No. 1 dated December 11, 2017 (as amended, supplemented restated, supplemented, or otherwise modified from time to time, including all schedules and exhibits theretotime prior to the date hereof, the “Merger Existing 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 (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”). The New Borrower, the Nexstar Existing Borrower, the Guarantors referred to herein, the Lenders and Administrative Agent wish to amend and restate the Existing Credit Agreement as provided in this Credit Agreement to give effect to the transactions set forth in the Amendment No. 2 (as defined below) which, among other things, provide that (i) the Term A Lenders shall extend the Term A Loans to the Borrower will acquire on the Restatement Date in an aggregate principal amount of $750,000,000, having the terms set forth in this Credit Agreement, (ii) the “Acquisition”Term B Lenders shall extend the Term B Loans to the Borrower on the Restatement Date in an aggregate principal amount of $1,250,000,000, having the terms set forth in this Credit Agreement, (iii) Media General by causing Merger Sub to merge with the Revolving Lenders shall provide the Revolving Facility on the Restatement Date in an aggregate principal amount of $1,500,000,000, having the terms set forth in this Credit Agreement, (iv) all term loans and into Media General with Media General being revolving commitments outstanding under the surviving corporationExisting Credit Agreement shall be refinanced, repaid or terminated, as applicable, on the Restatement Date pursuant to Section 2.13 and Section 2.15 of the Existing Credit Agreement, and (v) the Existing Borrower shall, automatically on the Borrower Assignment Effectiveness Date (as defined below), assign all of its rights and all Obligations as Borrower under the Existing Credit Agreement and all Fundamental Documents to the New Borrower and become a Guarantor. The Lenders have indicated their willingness to lend on the terms and give effect to the transactions set forth in Amendment No. 2 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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:herein.

PRELIMINARY STATEMENTS. Pursuant The Borrowers have requested and the Initial Lenders have agreed to that certain establish a $325,000,000 bridge loan facility on the terms and conditions set forth therein. The Borrowers are concurrently (a) entering into a $600,000,000 Revolving Credit Agreement and Plan of Merger(such Revolving Credit Agreement, dated as of January 27, 2016 (as amended, restated, supplemented or modified from time to timeotherwise modified, including all schedules and exhibits theretoreplaced or refinanced, the “Merger Revolving Credit Facility”) with Deutsche Bank AG New York Branch, as collateral monitoring agent and administrative agent, and the other financial institutions party thereto and (b) entering into a $975,000,000 Term Loan Agreement (such Term Loan Agreement, as amended, restated, supplemented or otherwise modified, replaced or refinanced, the “Term Loan Facility”). All the proceeds of the Bridge Loan Facility (as hereinafter defined) and a substantial portion of the proceeds of the Revolving Credit Facility and the Term Loan Facility will be used to finance, in part, the acquisition, including through a tender offer (the “Tender Offer”), by and among Nexstar Broadcasting Group, Inc.BMCA Acquisition Sub, a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower BMCA Acquisition, which is a wholly-owned Subsidiary of BMCA, of not less than a majority of the common stock, $1.00 par value (the “Merger SubCompany Stock”) and Media General), Inc.of ElkCorp, a Virginia Delaware corporation (“Media GeneralElk”), and the Nexstar Borrower refinancing of substantially all the indebtedness of BMCA. Following the consummation of the Tender Offer, BMCA will acquire cause BMCA Acquisition Sub to merge into Elk (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 ▇▇▇▇▇▇▇▇ 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 AgreementMerger”), (ii) thereby acquiring the loans and borrowings balance of the Borrower under Company Stock and will refinance substantially all of the Fourth Amended and Restated Credit Agreement, dated as outstanding indebtedness 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 Elk (collectively, the “Shield Borrowers”) under Bridge Loan Facility, the Revolving Credit Agreement dated Facility, the Term Loan Facility, the Tender Offer, the acquisition of the Option Stock (as of July 31hereinafter defined), 2013 by such refinancings and among the Shield Borrowers, Shield Media LLC, a Delaware limited liability company and Shield Lansing LLC, a Delaware limited liability company (collectivelyMerger, the “Shield HoldingsTransaction”), 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 On the Initial Closing Date, pursuant to that certain Agreement and Plan of Mergerthe Equity Purchase Agreement, dated as of January 27March 23, 2016 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Agreement”)2018, 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 Initial Borrower, the ML Target, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Borrower ▇▇▇▇, Apichat Treerojporn, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇, together, the sellers, the sellers’ representative and the Shield Borrowers respectively to finance other parties thereto (together with the Acquisition exhibits and the Transaction Expenses andschedules thereto, 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 supplemented or otherwise modified from time to time, the “Existing Nexstar Credit ML Acquisition Agreement”), (ii) the loans and borrowings Initial Borrower will purchase all of the Borrower shares owned by each seller (such purchase and the related transactions contemplated under the Fourth Amended and Restated Credit ML Acquisition 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 AgreementML Acquisition”). The Nexstar After giving effect to the ML Acquisition and the other ML Transactions (as defined below), Initial Borrower will own ML Target directly or through one or more of its subsidiaries. Subject to the terms and conditions contained herein, Initial Borrower has agreed requested that (a) the Term Lenders make term loans to guarantee, and cause Nexstar Media and certain of its Subsidiaries Initial Borrower on the Initial Closing Date in an aggregate principal amount equal to guarantee$245,000,000, the obligations proceeds of each VIE Borrower which will be used by Initial Borrower, together with the proceeds funded under the applicable VIE Second Lien Credit Agreement (as defined below) on the Initial Closing Date 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 proceeds of the Nexstar Borrower. The lenders to the Nexstar Borrower and the lenders to each of the VIE Borrowers have agreed that Initial Closing Date Equity Contribution (i) certain commitments and/or loans of to consummate 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 AgreementsML Acquisition, (ii) certain voting rights under the Group Credit Agreements shall be exercised on an aggregated basis among the lenders under the Group Credit Agreements, pay transaction fees and expenses related thereto and (iii) for general corporate purposes, and (b) the Revolving Credit Lenders make revolving loans to the Borrowers and, in the case of the L/C Issuers, issue Letters of Credit for the account of the Borrowers, pursuant to a revolving credit facility (with a subfacility for Letters of Credit) in an aggregate amount equal to $35,000,000 to be used on and after the exercise of any remedy under any Group Credit Agreement or Initial Closing Date for working capital, capital expenditures and for 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 general corporate purposes of the Intercreditor Agreement Among Group Lenders. In consideration of the mutual covenants Borrowers and agreements herein containedtheir respective Restricted Subsidiaries, the parties hereto covenant including to finance acquisitions and agree as follows:Investments permitted hereby.

PRELIMINARY STATEMENTS. Pursuant 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 (the “Sun5 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 Activant 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 ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ 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 “Activant Merger”), with Activant as the surviving entity, (iv) the Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to will consummate the refinancing transactions pursuant to the Agreement and Plan 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 ▇▇▇▇▇▇▇▇ Broadcasting GroupElement Merger Sub, Inc., a Texas Delaware corporation and wholly-owned subsidiary of the Borrower (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇▇ 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 America▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 Mergertransaction agreement, dated as of January 27September 16, 2016 2012 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Transaction Agreement”), by and among Nexstar Broadcasting Group313 Acquisition LLC, a Delaware corporation , 313 Group Inc., a Delaware corporation (“APX Merger Sub”), 313 Solar Inc., a Delaware corporation (“Solar Merger Sub”), 313 Technologies Inc., a Delaware corporation (“2GIG Merger Sub”, together with APX Merger Sub and Solar Merger Sub, the “Merger Subs”), Borrower, V Solar Holdings, Inc., a Delaware corporationCorporation (“Solar”), Neptune Merger Suband 2GIG Technologies, Inc., a Virginia Delaware corporation (“2GIG”, and a direct wholly-owned Subsidiary of Nexstar Borrower together with APX and Solar, the “Companies”), Merger Subs merged with and into the Companies with the Companies as the surviving corporations (the “Merger SubMerger”) and Media Generalon November 16, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire 2012 (the “AcquisitionOriginal Closing Date”). On the Original Closing Date, a credit agreement (the “Original Credit Agreement”) Media General by causing was entered into among the Borrower, APX Merger Sub Holdings, the other Guarantors party thereto from time to merge time, the Lenders and BANK OF AMERICA, N.A. as Administrative Agent, as L/C Issuer and Swing Line Lender. On the Original Closing Date APX Merger Sub merged with and into Media General the Borrower on the Original Closing Date, with Media General the Borrower being the surviving corporation. On the Original Closing Date the Borrower requested that, substantially simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower in the form of Revolving Credit Facilities in an initial aggregate principal amount of $200,000,000. The Revolving Credit Facilities include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The Initial Revolving Borrowing was used for the Initial Revolving Credit Borrowing Purposes. 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 herein. On the Merger First Amendment and Restatement Effective Date, the Borrower (i) established Series A Revolving Credit Commitments and Series B Revolving Credit Commitments and (ii) amended certain other provisions of the Original Credit Agreement. The Nexstar On the Second Amendment and Restatement Effective Date, the Borrower (i) increased the Revolving Credit Commitments under the First Amended and Restated Credit Agreement from $200,000,000 to $289,423,076.93, (ii) extended the VIE Borrowers have requested Maturity Date of certain of the applicable lenders to extend credit Revolving Credit Commitments outstanding immediately prior to the applicable borrowers under various revolving credit facilities (including sub-facilities) Second Amendment and term facilities under a credit agreement with Nexstar Borrower and a credit agreement with each of the BorrowerRestatement Date from November 16, the ▇▇▇2017 to ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) established Series C Revolving Credit Commitments and (iv) amended certain other provisions of the First Amended and Restated Credit Agreement. The Borrower and the Shield Borrowers respectively desires to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) increase the loans Revolving Credit Commitments under the Second Amended and borrowings Restated Credit Agreement from $289,423,076.93 to $324,347,692.30, (ii) subject to the Springing Maturity Condition not applying on the Springing Maturity Date, extend the Maturity Date of certain of the Nexstar Borrower under Revolving Credit Commitments outstanding immediately prior to the Fifth Third Amendment and Restatement Effective Date from March 31, 2019 to ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) establish Series D Revolving Credit Commitments and (iv) amend certain other provisions of the Second 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 Canadain each case, as set forth herein. The Borrower has requested that the administrative agent Lenders amend and restate the collateral agent (the “Existing Shield Credit Agreement”) and (v) the loans and borrowings of Media General under the Second Amended and Restated Credit Agreement dated in its entirety 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 Lendersset 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 (as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below), Merger Sub will merge with and into Crunch Holding, and Finance Sub will merge with and into New Crunch (collectively, the “Merger”), with (i) subject to dissenters’ rights, the Purchase Price being paid, (ii) Crunch Holding surviving as a wholly owned subsidiary of Peak Holdings, and New Crunch surviving as a wholly owned subsidiary of Holdings and (iii) New Crunch assuming by operation of law all of the Obligations of Finance Sub under this Agreement and Plan 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 New Crunch). The Borrower has requested that simultaneously with the consummation of the Merger, dated as the Lenders extend credit to the Borrower in the form of January 27(i) Term Loans in an initial aggregate amount of $1,250,000,000, 2016 and (as amended, supplemented ii) Revolving Credit Commitments in an initial aggregate amount of $125,000,000 (the “Revolving Credit Facility”). 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 . The proceeds of the Term Loans and exhibits thereto, the Initial Revolving Borrowing (to the extent permitted in accordance with the definition of the term “Merger AgreementPermitted Initial Revolving Borrowing Purposes”), by together with the proceeds of (i) the issuance of the High Yield Notes and among Nexstar Broadcasting Group(iii) the Equity Contribution, Inc.will be used to finance the repayment of all amounts outstanding under the Existing Credit Agreement and certain other existing Indebtedness of PFGI and pay the Purchase Price 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, a Delaware corporationincluding 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, Neptune Merger Suband the L/C Issuers have indicated their willingness to issue Letters of Credit, 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 Mergertransaction agreement, dated as of January 27September 16, 2016 2012 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Transaction Agreement”), by and among Nexstar Broadcasting Group313 Acquisition LLC, a Delaware corporation, 313 Group Inc., a Delaware corporation (“APX Merger Sub”), 313 Solar Inc., a Delaware corporation (“Solar Merger Sub”), 313 Technologies Inc., a Delaware corporation (“2GIG Merger Sub”, together with APX Merger Sub and Solar Merger Sub, the “Merger Subs”), Borrower, V Solar Holdings, Inc., a Delaware corporationcorporation (“Solar”), Neptune Merger Suband 2GIG Technologies, Inc., a Virginia Delaware corporation (“2GIG”, and a direct wholly-owned Subsidiary of Nexstar Borrower together with APX and Solar, the “Companies”), Merger Subs merged with and into the Companies with the Companies as the surviving corporations (the “Merger SubMerger”) and Media Generalon November 16, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire 2012 (the “AcquisitionOriginal Closing Date”). On the Original Closing Date, a credit agreement (the “Original Credit Agreement”) Media General by causing was entered into among the Borrower, APX Merger Sub, Initial Holdings, the other Guarantors party thereto from time to time, the Lenders and BANK OF AMERICA, N.A. as Administrative Agent, as L/C Issuer and Swing Line Lender. On the Original Closing Date APX Merger Sub to merge merged with and into Media General the Borrower on the Original Closing Date, with Media General the Borrower being the surviving corporation. On the Original Closing Date the Borrower requested that, substantially simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower in the form of Revolving Credit Facilities in an initial aggregate principal amount of $200,000,000. 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 herein. On the Merger First Amendment and Restatement Effective Date, the Borrower (i) established Series A Revolving Credit Commitments and Series B Revolving Credit Commitments and (ii) amended certain other provisions of the Original Credit Agreement. The Nexstar On the Second Amendment and Restatement Effective Date, the Borrower (i) increased the Revolving Credit Commitments under the First Amended and Restated Credit Agreement from $200,000,000 to $289,423,076.93, (ii) extended the VIE Borrowers have requested Maturity Date of certain of the applicable lenders to extend credit Revolving Credit Commitments outstanding immediately prior to the applicable borrowers under various revolving credit facilities (including sub-facilities) Second Amendment and term facilities under a credit agreement with Nexstar Borrower and a credit agreement with each of the BorrowerRestatement Effective Date from November 16, the ▇▇▇2017 to ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) established certain other Revolving Credit Commitments and (iv) amended certain other provisions of the First Amended and Restated Credit Agreement. On the Third Amendment and Restatement Effective Date, the 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) increased the loans Revolving Credit Commitments under the Second Amended and borrowings Restated Credit Agreement from $289,423,076.93 to $324,347,692.30, (ii) extended the Maturity Date of certain of the Nexstar Revolving Credit Commitments outstanding immediately prior to the Third Amendment and Restatement Effective Date from March 31, 2019 to ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) established certain other Revolving Credit Commitments and (iv) amended certain other provisions of the Second Amended and Restated Credit Agreement. The Borrower desires to (i) increase the Revolving Credit Commitments under the Fifth Third Amended and Restated Credit Agreement from $288,193,846.15 to $350,000,000.00, (ii) establish the Series C Revolving Credit Commitments and (iii) amend certain other provisions of the Third 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 Canadain each case, as set forth herein. The Borrower has requested that the administrative agent Lenders amend and restate the collateral agent (the “Existing Shield Credit Agreement”) and (v) the loans and borrowings of Media General under the Third Amended and Restated Credit Agreement dated in its entirety 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 Lendersset forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

PRELIMINARY STATEMENTS. Pursuant Each Landlord identified on Exhibit A (together with its successors and assigns, including any Person that acquires ownership of the Landlord’s interest in the Property as a result of, or following, a foreclosure on the Mortgage Loan or Mezzanine Loan, or a conveyance in lieu of foreclosure, “Landlord”), has entered into that certain Master Lease dated as of December ___, 2013 (as it may be amended, renewed, supplemented, extended or replaced, the “Master Lease”) with NCT Master Tenant I, a Delaware limited liability company, as tenant (together with their respective successors and assigns, “Tenant”) with regard to certain properties more particularly described on Exhibit A (individually, a “Property” and collectively, the “Properties”); Tenant has subsequently subleased each Property to the applicable subtenant (individually, a “Subtenant” and collectively, the “Subtenants”) more particularly described on Exhibit A. GS Commercial Real Estate LP (together with its successors and assigns, “Mortgage Lender”) has provided a mortgage loan secured, in part, by the Properties (the “Mortgage Loan”) 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 ▇▇▇▇▇▇▇▇ 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 Loan Agreement, dated as of December 3__, 20122013, by between the Mortgage Lender, Landlord 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 other parties named therein (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Nexstar Credit Mortgage Loan Agreement”); and GS Commercial Real Estate LP (together with its successors and assigns, (ii“Mezzanine Lender”) the loans and borrowings has provided a mezzanine loan secured by a pledge of the Borrower under direct equity interests in Landlord (the Fourth Amended and Restated Credit “Mezzanine Loan”) pursuant to that certain Mezzanine Loan Agreement, dated as of December 3__, 20122013, by between the Mezzanine Lender and among the Borrower, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent Landlord’s equityholder (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Mission Credit Mezzanine Loan Agreement”); and Landlord, (iii) the loans Mortgage Lender and borrowings of ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 CanadaMezzanine Lender require, 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 contemplated by the Group Lenders shall be applied in accordance with the Intercreditor Agreement Among Group Lenders Master Lease, Mortgage Loan and (iv) they shall be otherwise bound by the terms of the Intercreditor Agreement Among Group Lenders. In consideration of the mutual covenants Mezzanine Loan that Manager execute and agreements herein contained, the parties hereto covenant and agree as follows:deliver this Agreement.

PRELIMINARY STATEMENTS. Pursuant to that certain The Borrowers have entered into (a) a $600,000,000 Revolving Credit Agreement and Plan of Merger(such Revolving Credit Agreement, dated as of January 27, 2016 (as amended, restated, supplemented or modified from time otherwise modified, replaced or refinanced, the "REVOLVING CREDIT FACILITY") with Deutsche Bank AG New York Branch, as collateral monitoring agent and administrative agent, and the other financial institutions party thereto, (b) a $975,000,000 Term Loan Agreement (such Term Loan Agreement, as amended, restated, supplemented or otherwise modified, replaced or refinanced, the "TERM LOAN FACILITY") and (c) a $325,000,000 Bridge Loan Agreement (the "EXISTING BRIDGE LOAN AGREEMENT") with Deutsche Bank AG Cayman Islands Branch, as collateral agent and administrative agent (in such capacities, the "EXISTING AGENT"), and the other financial institutions party thereto. All the proceeds of the Existing Bridge Loan Agreement and a substantial portion of the proceeds of the Revolving Credit Facility and the Term Loan Facility were used and will continue to timebe used to finance, in part, the acquisition, including all schedules and exhibits thereto, through a tender offer (the “Merger Agreement”"TENDER OFFER"), by and among Nexstar Broadcasting Group, Inc.BMCA Acquisition Sub, a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower BMCA Acquisition, which is a wholly-owned Subsidiary of BMCA, of not less than a majority of the common stock, $1.00 par value (the “Merger Sub”) and Media General"COMPANY STOCK"), Inc.of ElkCorp, a Virginia Delaware corporation (“Media General”"ELK"), and the Nexstar Borrower refinancing of substantially all the indebtedness of BMCA. Following the consummation of the Tender Offer, BMCA will acquire (the “Acquisition”) Media General by causing Merger cause BMCA Acquisition Sub to merge with and into Media General with Media General being Elk (the surviving corporation"MERGER"), on thereby acquiring 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 balance of the Borrower, the ▇▇▇▇▇▇▇▇ Borrower Company Stock 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 will refinance (i) the loans and borrowings substantially all of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated as outstanding indebtedness 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 Elk (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 (collectivelyTerm Loan Facility, the “Shield Holdings”Revolving Credit Facility, the Bridge Loan Agreement, this Agreement, the Tender Offer, such refinancings, the Merger and the acquisition of the Option Stock (as hereinafter defined), 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”"TRANSACTION"). 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇. ▇▇-▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 to that certain Agreement and Plan of Mergertransaction agreement, dated as of January 27September 16, 2016 2012 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Transaction Agreement”), by and among Nexstar Broadcasting Group313 Acquisition LLC, a Delaware corporation , 313 Group Inc., a Delaware corporation (“APX Merger Sub”), 313 Solar Inc., a Delaware corporation (“Solar Merger Sub”), 313 Technologies Inc., a Delaware corporation (“2GIG Merger Sub”, together with APX Merger Sub and Solar Merger Sub, the “Merger Subs”), Borrower, V Solar Holdings, Inc., a Delaware corporationCorporation (“Solar”), Neptune Merger Suband 2GIG Technologies, Inc., a Virginia Delaware corporation (“2GIG”, and a direct wholly-owned Subsidiary of Nexstar Borrower together with APX and Solar, the “Companies”), Merger Subs merged with and into the Companies with the Companies as the surviving corporations (the “Merger SubMerger”) and Media Generalon November 16, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire 2012 (the “AcquisitionOriginal Closing Date”). On the Original Closing Date, a credit agreement (the “Original Credit Agreement”) Media General by causing was entered into among the Borrower, APX Merger Sub Holdings, the other Guarantors party thereto from time to merge time, the Lenders and BANK OF AMERICA, N.A. as Administrative Agent, as L/C Issuer and Swing Line Lender. On the Original Closing Date APX Merger Sub merged with and into Media General the Borrower on the Original Closing Date, with Media General the Borrower being the surviving corporation. On the Original Closing Date the Borrower requested that, substantially simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower in the form of a Revolving Credit Facility in an initial aggregate principal amount of $200,000,000. The Revolving Credit Facility includes one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The Initial Revolving Borrowing were used for the Initial Revolving Credit Borrowing Purposes. 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 Agreementherein. The Nexstar Borrower and the VIE Borrowers have requested the applicable lenders desires 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 ▇▇▇▇▇▇▇▇ 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 establish Series A Revolving Credit Commitments and borrowings of the Nexstar Borrower under the Fifth Amended Series B Revolving Credit Commitments 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 amend certain other provisions of the Borrower under the Fourth Amended and Restated Credit this Agreement, dated in each case as of December 3, 2012, by set forth herein. The Borrower has requested that the Lenders amend and among restate 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Original Credit Agreement dated in its entirety as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 Lendersset 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ . 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 Borrower, the ▇M▇▇▇▇▇▇▇ 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 ▇M▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Borrower▇”) under the Credit Agreement dated as of December 1, 2014 by and among the M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 ▇M▇▇▇▇▇▇▇ 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 The Borrower has requested that certain Agreement the Lenders (a) amend and Plan of Mergerrestate , dated as of January 27, 2016 (as amended, supplemented or modified from time to time, including all schedules and exhibits the other Loan Parties party 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 Guarantors 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 financial institutions from time to time party thereto, the Administrative Agent and the Collateral Agent are party to that certain Credit Agreement, dated as of December 15, 2022 (the “Originalsuch agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), among the Borrower, the Administrative Agent and the lenders from time to time party thereto, (b) extend credit to the . The Borrower has requested that the Lenders (a) make available to the Borrower (x) takeback term loans in the form of $520.0172.5 million of Amendment and Royal Bank of CanadaRestatement Date Term Loans No. 3 Term Loans, as the administrative agentwhich Amendment No. 3 Term Loans shall be deemed issued and made hereunder (i) in exchange for, and in partial satisfaction of, the letter obligations owing under the Existing Credit Agreement and (ii) in accordance with the TPG Letter Agreement, and (y) new money Amendment No. 3 Term Loans in an aggregate principal amount of $27.5 million, in each case, on the Amendment and RestatementNo. 3 Effective Date as a secured credit issuerfacility to (i) fund the Amendment and Restatement Date Refinancing, and (ii) provide working capital for, and for other general corporate purposes of, the swing line lender Borrower and its Subsidiaries, and (c) pursuant to Amendment No. 2,and (b) the collateral agent Existing Credit Agreement be amended and restated in its entirety to reflect the establishment of the Amendment No. 2 Delayed Draw Term Lenders commit to extend credit to the Borrower from time to time on or after the Amendment No. 2 Effective Date in the form of an up to $70,000,000 first-out delayed draw term loan facility consisting of Amendment No. 2 Delayed Draw Term Loans, of which $10,000,000 (the “Initial Draw”) will be funded on the Amendment No. 2 Effective Date3 Term Loans and to give effect to certain other amendments and modifications to 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, in each VIE case subject to the conditions set forth in this AgreementAmendment No. 3. All of the Obligations under the Loan Documents and the Super-Priority Revolving Loan Documents (as herein defined) shall be, or continue to be, as applicable, secured by a first priority perfected Lien upon its Collateral. Each Guarantor (as herein defined) continues to guaranty all of the Obligations of the Borrower has agreed to guaranteethe LendersSecured Parties under the Loan Documents, and cause certain of its Restricted Subsidiaries has granted to guaranteethe Collateral Agent, for the Nexstar Borrower’s obligations under the Nexstar Credit Agreement and certain hedging/cash management obligations benefit of the Nexstar BorrowerCollateral Agent and the LendersSecured Parties and the Super-Priority Revolving LendersSecured Parties, a first priority Lien upon its Collateral. The lenders to the Nexstar Borrower and the lenders to each proceeds of the VIE Borrowers have agreed that Amendment and Restatement Date Term Loans, together with cash on hand, will be used on the Amendment and Restatement Date, (i) certain commitments and/or loans of to fund 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 AgreementsAmendment and Restatement Date Refinancing, (ii) certain voting rights under to pay the Group Credit Agreements shall be exercised on an aggregated basis among the lenders under the Group Credit AgreementsTransaction Expenses, and (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:to fund amounts required for working capital.

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, ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇M▇▇▇▇▇▇▇ 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 ▇M▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇M▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇M▇▇▇▇▇▇▇ 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 ▇M▇▇▇▇▇▇▇ 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 to that certain Paragraphs A, B and C of the Preliminary Statements of the Subsidiary Security Agreement are hereby amended by deleting such paragraphs in their entirety and Plan of Mergersubstituting therefor the following: A. Secured Party, 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 GroupNationsBanc Capital Markets, Inc., as Arranger, and Lenders have entered into 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 128, 2014 1995, as amended by the First Amendment and among the ▇▇▇▇▇▇▇▇ Borrower, the lenders from time Waiver 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 ▇▇▇▇▇▇▇▇ 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 31April 22, 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 thereto1996, and Royal Bank the Second Amendment to Credit Agreement and Approval dated as of CanadaJune 20, 1996, and as the administrative agent amended and the collateral agent (the “Existing Shield Credit Agreement”) and (v) the loans and borrowings of Media General under restated in full by the Amended and Restated Credit Agreement dated as of July 31December 20, 2013 by 1996 (said Credit Agreement, as so amended and among Media Generalrestated, and as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, being the "Credit Agreement", the guarantors terms defined therein and not otherwise defined herein being used herein as therein defined) with Regency Health Services, Inc., a Delaware corporation ("Company") pursuant to which Lenders have made certain commitments, subject to the terms and conditions set forth in the Credit Agreement, to extend certain credit facilities to Company. B. Company may from time to time party theretoenter, the lenders or may from time to time party theretohave entered, into one or more Hedge Agreements (collectively, the "Lender Interest Rate Agreements") with one or more Lenders (in such capacity, collectively, "Interest Rate Exchangers"). C. Grantors have executed and Royal Bank delivered that certain Subsidiary Guaranty dated as of CanadaDecember 28, 1995, as amended by the administrative agentAmendment and Confirmation of Subsidiary Guaranty, Subsidiary Pledge Agreement and Subsidiary Security Agreement dated as of December 20, 1996 (said Subsidiary Guaranty, as it may hereafter be amended, supplemented or otherwise modified from time to time, being the letter "Guaranty") in favor of credit issuerSecured Party for the benefit of Lenders and any Interest Rate Exchangers, pursuant to which Grantors have guarantied the swing line lender prompt payment and the collateral agent (the “Existing Media General Credit Agreement”). The Nexstar Borrower has agreed to guarantee, and cause Nexstar Media and certain performance when due of its Subsidiaries to guarantee, the all obligations of each VIE Borrower Company under the applicable VIE Credit Agreement and certain hedging/cash management the other Loan Documents and all obligations of each such VIE Borrower. To the extent required Company 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 Lender Interest Rate Agreements, (ii) certain voting rights under including without limitation the Group Credit Agreements shall be exercised on an aggregated basis among obligation of Company to make payments thereunder in the lenders under the Group Credit Agreements, (iii) after the exercise event 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:early termination thereof."

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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as any other Series. As of December 1, 2014 by 1998, and among pursuant to both the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 to that certain Agreement and Plan of Mergertransaction agreement, dated as of January 27September 16, 2016 2012 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Transaction Agreement”), by and among Nexstar Broadcasting Group313 Acquisition LLC, a Delaware corporation , 313 Group Inc., a Delaware corporation (“APX Merger Sub”), 313 Solar Inc., a Delaware corporation (“Solar Merger Sub”), 313 Technologies Inc., a Delaware corporation (“2GIG Merger Sub”, together with APX Merger Sub and Solar Merger Sub, the “Merger Subs”), Borrower, V Solar Holdings, Inc., a Delaware corporationCorporation (“Solar”), Neptune Merger Suband 2GIG Technologies, Inc., a Virginia Delaware corporation (“2GIG”, and a direct wholly-owned Subsidiary of Nexstar Borrower together with APX and Solar, the “Companies”), Merger Subs merged with and into the Companies with the Companies as the surviving corporations (the “Merger SubMerger”) and Media Generalon November 16, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire 2012 (the “AcquisitionOriginal Closing Date”). On the Original Closing Date, a credit agreement (the “Original Credit Agreement”) Media General by causing was entered into among the Borrower, APX Merger Sub Holdings, the other Guarantors party thereto from time to merge time, the Lenders and BANK OF AMERICA, N.A. as Administrative Agent, as L/C Issuer and Swing Line Lender. On the Original Closing Date APX Merger Sub merged with and into Media General the Borrower on the Original Closing Date, with Media General the Borrower being the surviving corporation. On the Original Closing Date the Borrower requested that, substantially simultaneously with the consummation of the Merger, the Lenders extend credit to the Borrower in the form of Revolving Credit Facilities in an initial aggregate principal amount of $200,000,000. The Revolving Credit Facilities include one or more Letters of Credit from time to time and one or more Swing Line Loans from time to time. The Initial Revolving Borrowing was used for the Initial Revolving Credit Borrowing Purposes. 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 herein. On the Merger First Amendment and Restatement Effective Date, the Borrower (i) established Series A Revolving Credit Commitments and Series B Revolving Credit Commitments and (ii) amended certain other provisions of the Original Credit Agreement. The Nexstar Borrower and desires to (i) increase the VIE Borrowers have requested Revolving Commitments under this Agreement from $200,000,000 to $289,423,076.93, (ii) extend the applicable lenders to extend credit Maturity Date of certain of the Revolving Credit Commitments outstanding immediately prior to the applicable borrowers under various revolving credit facilities (including sub-facilities) Second Amendment and term facilities under a credit agreement with Nexstar Borrower and a credit agreement with each of the BorrowerRestatement Effective Date from November 16, the ▇▇▇2017 to ▇▇▇▇▇ Borrower ▇▇, ▇▇▇▇, (▇▇▇) establish Series C Revolving Credit Commitments and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of (iv) amend certain credit facilities, including to refinance (i) the loans and borrowings other provisions of the Nexstar Borrower under the Fifth First 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 Canadain each case, as set forth herein. The Borrower has requested that the administrative agent Lenders amend and restate 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 in its entirety 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 Lendersset 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 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 theretoSimultaneously 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 The Borrower has requested that the Lenders (a) amend and restate that certain Agreement and Plan of MergerCredit Agreement, dated as of January 27December 15, 2016 2022 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Original Credit Agreement”), by among the Borrower, the Administrative Agent and among Nexstar Broadcasting Groupthe lenders time to time party thereto, Inc.and (b) extend credit to the Borrower in the form of $520.0 million of Amendment and Restatement Date Term Loans on the Amendment and Restatement Date as a secured credit facility to (i) fund the Amendment and Restatement Date Refinancing, a Delaware corporationand (ii) provide working capital for, Neptune Merger Suband for other general corporate purposes of, Inc.the Borrower and its Subsidiaries, a Virginia corporation and a direct wholly(c) pursuant to Amendment No. 2, the Amendment No. 2 Delayed Draw Term Lenders commit to extend credit to the Borrower from time to time on or after the Amendment No. 2 Effective Date in the form of an up to $70,000,000 first-owned Subsidiary out delayed draw term loan facility consisting of Nexstar Borrower Amendment No. 2 Delayed Draw Term Loans, of which $10,000,000 (the “Merger SubInitial Draw”) will be funded on the Amendment No. 2 Effective Date, in each case subject to the conditions set forth in this Agreement. All of the Obligations under the Loan Documents and Media Generalthe Super-Priority Revolving Loan Documents (as herein defined) shall continue to be secured by a first priority perfected Lien upon its Collateral. Each Guarantor (as herein defined) continues to guaranty all of the Obligations of the Borrower to the Lenders under the Loan Documents, Inc.and has granted to the Collateral Agent, 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 Amendment and Restatement Date Term Loans, together with cash on hand, will be used on the Amendment and Restatement Date, (“Media General”)i) to fund the Amendment and Restatement Date Refinancing, (ii) to pay the Nexstar Borrower will acquire Transaction Expenses, and (the “Acquisition”iii) 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 ▇M▇▇▇▇▇▇▇ 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 ▇M▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Borrower▇”) under the Credit Agreement dated as of December 1, 2014 by and among the M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 ▇M▇▇▇▇▇▇▇ 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. 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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: