R E C I T A L S:Credit Agreement • September 12th, 2003 • Nexstar Broadcasting Group Inc • Television broadcasting stations • New York
AMONGOption Agreement • December 23rd, 2002 • Nexstar Broadcasting Group Inc • Television broadcasting stations • Pennsylvania
Exhibit 1.1 FORM OF UNDERWRITING AGREEMENT Nexstar Broadcasting Group, Inc. 10,000,000 Shares Class A Common Stock UNDERWRITING AGREEMENT dated November ., 2003 Banc of America Securities LLC Bear, Stearns & Co. Inc. Lehman Brothers Inc. UBS...Underwriting Agreement • November 18th, 2003 • Nexstar Broadcasting Group Inc • Television broadcasting stations • New York
Exhibit 10.82 EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made as of September 1, 2003 by and between G. Robert Thompson ("Executive"), and Nexstar Broadcasting Group, Inc., a...Executive Employment Agreement • November 18th, 2003 • Nexstar Broadcasting Group Inc • Television broadcasting stations • Delaware
AMONGOption Agreement • December 23rd, 2002 • Nexstar Broadcasting Group Inc • Television broadcasting stations • Texas
FORM OF AGREEMENT OF MERGER MERGING NEXSTAR BROADCASTING GROUP, L.L.C. AND NEXSTAR FINANCE HOLDINGS II, L.L.C. (each a Delaware limited liability company) AND NEXSTAR BROADCASTING OF NORTHEASTERN PENNSYLVANIA, INC. NEXSTAR BROADCASTING OF JOPLIN, INC....Agreement of Merger • November 18th, 2003 • Nexstar Broadcasting Group Inc • Television broadcasting stations
NEXSTAR ESCROW CORPORATION, as Issuer to be merged with and into NEXSTAR BROADCASTING, INC., the GUARANTORS party hereto from time to time AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee $900,000,000 5.625% Senior Notes due 2024 INDENTURE Dated...Indenture • July 29th, 2016 • Nexstar Broadcasting Group Inc • Television broadcasting stations • New York
INDENTURE dated as of July 27, 2016, among NEXSTAR ESCROW CORPORATION, a Delaware corporation (the “Escrow Issuer”), to be merged with and into NEXSTAR BROADCASTING, INC., a Delaware corporation (“NBI”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”).
AGREEMENT AND PLAN OF MERGER among TRIBUNE MEDIA COMPANY, NEXSTAR MEDIA GROUP, INC. and TITAN MERGER SUB, INC. Dated as of November 30, 2018Agreement and Plan of Merger • December 4th, 2018 • Nexstar Media Group, Inc. • Television broadcasting stations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 30, 2018, among Tribune Media Company, a Delaware corporation (the “Company”), Nexstar Media Group, Inc., a Delaware corporation (“Parent”), and Titan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Company, Parent and Merger Sub are referred to individually as a “Party” and collectively as “Parties”.
R E C I T A L S:Credit Agreement • September 12th, 2003 • Nexstar Broadcasting Group Inc • Television broadcasting stations • New York
OFForm of Agreement • December 23rd, 2002 • Nexstar Broadcasting Group Inc • Television broadcasting stations
AMONGOption Agreement • September 12th, 2003 • Nexstar Broadcasting Group Inc • Television broadcasting stations • Texas
WITNESSETH:Time Brokerage Agreement • December 23rd, 2002 • Nexstar Broadcasting Group Inc • Television broadcasting stations • Pennsylvania
REGISTRATION RIGHTS AGREEMENT by and among NEXSTAR BROADCASTING, INC., MISSION BROADCASTING, INC., NEXSTAR BROADCASTING GROUP, INC. and BANC OF AMERICA SECURITIES LLC UBS SECURITIES LLC DEUTSCHE BANK SECURITIES INC. RBC CAPITAL MARKETS CORPORATION...Registration Rights Agreement • April 23rd, 2010 • Nexstar Broadcasting Group Inc • Television broadcasting stations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 19, 2010 by and among Nexstar Broadcasting, Inc., a Delaware corporation (“Nexstar”), Mission Broadcasting, Inc., a Delaware corporation (“Mission” and, together with Nexstar, the “Issuers”), and Nexstar Broadcasting Group, Inc. (“Parent” and “Guarantor” and, together with the future domestic restricted subsidiaries of the Issuers, the “Guarantors”) and Banc of America Securities LLC, UBS Securities LLC, Deutsche Bank Securities Inc. and RBC Capital Markets Corporation (collectively, the “Representatives”), as representative of the several initial purchasers listed on Schedule I to the Purchase Agreement (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 8.875% Senior Secured Second Lien Notes due 2017 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined below). The Notes will be guaranteed (the “Note Guarant
between NEXSTAR BROADCASTING GROUP, L.L.C. as Issuer, andSecurities Purchase Agreement • April 25th, 2002 • Nexstar Broadcasting Group Inc • New York
6 7/8% SENIOR NOTES DUE 2020Nexstar Broadcasting Group Inc • November 9th, 2012 • Television broadcasting stations • New York
INDENTURE dated as of November 9, 2012, among Nexstar Broadcasting, Inc., a Delaware corporation (the “Issuer”), Nexstar Broadcasting Group, Inc., a Delaware corporation (“Parent”), as a guarantor, Mission Broadcasting, Inc., a Delaware corporation (“Mission”), as a guarantor, and The Bank of New York Mellon, as trustee (the “Trustee”).
NEXSTAR ESCROW, INC., as Issuer to be merged with and into NEXSTAR BROADCASTING, INC., the GUARANTORS party hereto from time to time AND CITIBANK, N.A., as Trustee 5.625% Senior Notes due 2027 INDENTURE Dated as of July 3, 2019Indenture • July 3rd, 2019 • Nexstar Media Group, Inc. • Television broadcasting stations • New York
INDENTURE dated as of July 3, 2019, among NEXSTAR ESCROW, INC., a Delaware corporation (the “Escrow Issuer”), to be merged with and into NEXSTAR BROADCASTING, INC., a Delaware corporation (“NBI”), and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”).
REGISTRATION RIGHTS AGREEMENT by and among NEXSTAR BROADCASTING, INC., NEXSTAR BROADCASTING GROUP, INC., MISSION BROADCASTING, INC., and CREDIT SUISSE SECURITIES (USA) LLC WELLS FARGO SECURITIES, LLC RBC CAPITAL MARKETS, LLC MERRILL LYNCH, PIERCE,...Registration Rights Agreement • October 2nd, 2013 • Nexstar Broadcasting Group Inc • Television broadcasting stations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 1, 2013 by and among Nexstar Broadcasting, Inc., a Delaware corporation (“Nexstar”), Mission Broadcasting, Inc., a Delaware corporation (“Mission”) and Nexstar Broadcasting Group, Inc. (“Parent” and, together with Mission, the “Guarantors”) and Credit Suisse Securities (USA) LLC, Wells Fargo Securities, LLC, RBC Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc. and SunTrust Robinson Humphrey, Inc. (collectively, the “Representatives”), as representative of the several initial purchasers listed on Schedule I to the Purchase Agreement (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuer’s 6.875% Senior Notes due 2020 (the “Notes”) pursuant to the Purchase Agreement (as defined below). The Notes will be guaranteed (the “Note Guarantees”), jointly and severally, by the Guarantors pursu
Exhibit 10.63 Execution Copy SHARED SERVICES AGREEMENT ------------------------- This Shared Services Agreement ("Agreement") is entered into as of June 13, 2003 by and between Mission Broadcasting, Inc. ("Mission"), and Nexstar Broadcasting of...Shared Services Agreement • September 12th, 2003 • Nexstar Broadcasting Group Inc • Television broadcasting stations • Texas
NEXSTAR BROADCASTING, INC., as Issuer the GUARANTORS party hereto from time to time AND CITIBANK, N.A., as Trustee 4.750% Senior Notes due 2028 INDENTURE Dated as of September 25, 2020Indenture • September 25th, 2020 • Nexstar Media Group, Inc. • Television broadcasting stations • New York
INDENTURE dated as of September 25, 2020, among NEXSTAR BROADCASTING, INC., a Delaware corporation (the “Issuer”), the Guarantors, and CITIBANK, N.A., a national banking association, as trustee (in such capacity, the “Trustee”).
EXECUTION COPY AGREEMENT FOR THE SALE OF COMMERCIAL TIME This Agreement for the Sale of Commercial Time ("Agreement") is entered into as of June 1, 1999 by and between Mission Broadcasting of Wichita Falls, Inc., a Delaware corporation ("Mission"),...Agreement • December 23rd, 2002 • Nexstar Broadcasting Group Inc • Television broadcasting stations • Texas
OFForm of Agreement • December 23rd, 2002 • Nexstar Broadcasting Group Inc • Television broadcasting stations
8,000,000 Shares NEXSTAR BROADCASTING GROUP, INC. Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2012 • Nexstar Broadcasting Group Inc • Television broadcasting stations • New York
CREDIT AGREEMENT Dated as of January 17, 2017 (as amended by Amendment No. 1 dated as of July 19, 2017 and as further amended by Amendment No. 2 dated as of October 26, 2018) among WXXA-TV LLC and WLAJ-TV LLC, as the Borrower, SHIELD MEDIA LANSING LLC...Credit Agreement • November 8th, 2018 • Nexstar Media Group, Inc. • Television broadcasting stations • New York
CREDIT AGREEMENT Dated as of January 17, 2017 (as amended by Amendment No. 1 dated as of July 19, 2017) among MARSHALL BROADCASTING GROUP, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent and The Other Lenders...Credit Agreement • March 1st, 2018 • Nexstar Media Group, Inc. • Television broadcasting stations • New York
This CREDIT AGREEMENT (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of July 19, 2017, and as further amended, amended and restated or otherwise modified from time to time, the “Agreement” or “Marshall Credit Agreement”) is entered into as of January 17, 2017, among Marshall Broadcasting Group, Inc., a Texas corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not defined in this introductory paragraph and the preliminary statements below shall have the meanings set forth in Article I.
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 3, 2012 among NEXSTAR BROADCASTING, INC., as the Borrower, NEXSTAR BROADCASTING GROUP, INC., NEXSTAR FINANCE HOLDINGS, INC. BANK OF AMERICA, N.A., as Administrative Agent, Collateral...Credit Agreement • December 5th, 2012 • Nexstar Broadcasting Group Inc • Television broadcasting stations • New York
This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of December 3, 2012, among Nexstar Broadcasting, Inc., a Delaware corporation (the “Borrower”), Nexstar Finance Holdings, Inc., a Delaware corporation, Nexstar Broadcasting Group, Inc., a Delaware corporation, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 10th, 2022 • Nexstar Media Group, Inc. • Television broadcasting stations • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 26, 2019 by and between Sean Compton (“Executive”), and Nexstar Media Group, Inc., a Delaware corporation (the “Company”).
Limited Guaranty June 16, 2001 ==================================== =========================================== Bank: Guarantor: Bank of America, N.A. Nexstar Finance, LLC Banking Center: c/o Nexstar Broadcasting Group, Inc. Private Bank 200 Abington...Nexstar Broadcasting Group Inc • December 23rd, 2002 • Television broadcasting stations • New York
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • August 8th, 2023 • Nexstar Media Group, Inc. • Television broadcasting stations • New York
This CREDIT AGREEMENT (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of July 19, 2017, that certain Amendment No. 2 to Credit Agreement, dated as of October 26, 2018, that certain Amendment No. 3 to Credit Agreement, dated as of September 19, 2019, that certain Amendment No. 4 to Credit Agreement, dated as of September 3, 2020, that certain Amendment No. 5 to Credit Agreement, dated as of June 21, 2022, that certain Amendment No. 6 to Credit Agreement, dated as of June 6, 2023, and as further amended, amended and restated or otherwise modified from time to time, the “Agreement” or “Nexstar Credit Agreement”) is entered into as of January 17, 2017, among Nexstar Media Inc. (f/k/a Nexstar Broadcasting, Inc.), a Delaware corporation (the “Borrower” or “Nexstar Borrower”), Nexstar Media Group, Inc. (f/k/a Nexstar Broadcasting Group, Inc.), a Delaware corporation (“Nexstar Media”), each lender from time to time party hereto (collectively, the “Lenders” and individ
AGREEMENT FOR THE SALE OF COMMERCIAL TIMEAgreement for the Sale • March 15th, 2013 • Nexstar Broadcasting Group Inc • Television broadcasting stations • Delaware
This Agreement for the Sale of Commercial Time (“Agreement”) is entered into as of March 1, 2013 by and between Mission Broadcasting, Inc. (“Mission”), and Nexstar Broadcasting, Inc. (“Nexstar”). Nexstar and Mission are referred to collectively as the “Parties.”
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • June 4th, 2021 • Nexstar Media Group, Inc. • Television broadcasting stations • New York
This CREDIT AGREEMENT (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of July 19, 2017, that certain Amendment No. 2 to Credit Agreement, dated as of October 26, 2018, that certain Amendment No. 3 to Credit Agreement, dated as of September 3, 2020, that certain Amendment No. 4 to Credit Agreement, dated as of June 3, 2021, that certain Amendment No. 5 to Credit Agreement, dated as of June 3, 2021, and as further amended, amended and restated or otherwise modified from time to time, “Agreement” or “Mission Credit Agreement”) is entered into as of January 17, 2017, among Mission Broadcasting, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not defined in this introductory paragraph and the preliminary statements below shall have the meanings set forth in Article I
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • August 5th, 2022 • Nexstar Media Group, Inc. • Television broadcasting stations • New York
This CREDIT AGREEMENT (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of July 19, 2017, that certain Amendment No. 2 to Credit Agreement, dated as of October 26, 2018, that certain Amendment No. 3 to Credit Agreement, dated as of September 3, 2020, that certain Amendment No. 4 to Credit Agreement, dated as of June 3, 2021, that certain Amendment No. 5 to Credit Agreement, dated as of June 3, 2021, that certain Amendment No. 6 to Credit Agreement, dated as of June 21, 2022, and as further amended, amended and restated or otherwise modified from time to time, the “Agreement” or “Mission Credit Agreement”) is entered into as of January 17, 2017, among Mission Broadcasting, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as Administrative Agent and Collateral Agent. Capitalized terms used but not defined in this introductory paragraph an
OPTION AGREEMENT AMONG MISSION BROADCASTING, INC., NANCIE SMITH, DENNIS THATCHER and NEXSTAR BROADCASTING, INC. DATED AS OF MARCH 1, 2013Option Agreement • March 15th, 2013 • Nexstar Broadcasting Group Inc • Television broadcasting stations • Delaware
Perry A. Sook President/CEO TO: Timothy C. Busch FR: Perry A. Sook RE: Addendum to Your Employment Agreement DA: 5/12/03 This memorandum will serve as an addendum to your employment agreement with Nexstar Broadcasting dated September 11, 2000 and...Nexstar Broadcasting Group Inc • November 18th, 2003 • Television broadcasting stations
AMENDMENT NO. 5 TO CREDIT AGREEMENTCredit Agreement • August 5th, 2022 • Nexstar Media Group, Inc. • Television broadcasting stations • New York
AMENDMENT NO. 5 TO CREDIT AGREEMENT, dated as of June 21, 2022 (this “Amendment”), by and among NEXSTAR MEDIA INC., a Delaware corporation (the “Borrower”), NEXSTAR MEDIA GROUP, INC., a Delaware corporation (“Nexstar Media”), each of the other Loan Parties listed on the signature pages hereto, BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), Swing Line Lender and L/C Issuer, each person party hereto as a Term A-6 Lender (the “Term A-6 Lenders”) and each of the Revolving Credit Lenders identified on the signature pages hereto (the “Revolving Credit Lenders”) in their capacities as Revolving Credit Lenders and as Group Lenders under the Mission Credit Agreement.
AGREEMENT AND PLAN OF MERGER by and among [MONTAGE], NEPTUNE MERGER SUB, INC. and [MARIGOLD] DATED AS OF [●], 2016Agreement and Plan of Merger • January 7th, 2016 • Nexstar Broadcasting Group Inc • Television broadcasting stations • New York
AGREEMENT AND PLAN OF MERGER, dated as of [●], 2016 (this “Agreement”), by and among [Marigold], a Virginia corporation (“Marigold”), [Montage], a Delaware corporation (“Montage”), and Neptune Merger Sub, Inc., a Virginia corporation and wholly owned subsidiary of Montage (“Merger Sub”). Each of Montage, Marigold, and Merger Sub may be referred to herein as a “party” and collectively as the “parties”.
