ARTICLE I THE MERGERAgreement and Plan of Merger • January 21st, 1997 • Media General Inc • Newspapers: publishing or publishing & printing • Delaware
Exhibit 1.1 - Underwriting Agreement UNDERWRITING AGREEMENT MEDIA GENERAL, INC. (a Virginia corporation) AND THE GUARANTORS NAMED HEREIN Senior Debt Securities Dated August 23, 2001 Table of ContentsUnderwriting Agreement • August 28th, 2001 • Media General Inc • Newspapers: publishing or publishing & printing • New York
TERMS AGREEMENT ---------------Terms Agreement • August 28th, 2001 • Media General Inc • Newspapers: publishing or publishing & printing
CREDIT AGREEMENTCredit Agreement • March 26th, 1999 • Media General Inc • Newspapers: publishing or publishing & printing • New York
ARTICLE 1 SALE AND TRANSFERAsset Purchase Agreement • November 7th, 1995 • Media General Inc • Newspapers: publishing or publishing & printing • Virginia
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to Agreement and Plan of Merger (this "Amendment") is entered into as of January 7, 1997 by and among (i) Media General, Inc., a Virginia corporation ("Parent"); (ii) MG...Agreement and Plan of Merger • January 21st, 1997 • Media General Inc • Newspapers: publishing or publishing & printing • Delaware
Exhibit 10.1 CREDIT AGREEMENTCredit Agreement • August 9th, 2001 • Media General Inc • Newspapers: publishing or publishing & printing • New York
PURCHASE AGREEMENT DATED AS OF APRIL 22, 1999 BY AND BETWEEN COX COMMUNICATIONS, INC.Purchase Agreement • October 15th, 1999 • Media General Inc • Newspapers: publishing or publishing & printing • Virginia
Page 1 A CABLE FRANCHISE AGREEMENT BETWEEN FAIRFAX COUNTY, VIRGINIA AND MEDIA GENERAL CABLE OF FAIRFAX COUNTY, INC. Approved by the Fairfax County Board of Supervisors on May 11, 1998Security Agreement • August 11th, 1998 • Media General Inc • Newspapers: publishing or publishing & printing • Virginia
ARTICLE 1 SALE AND TRANSFER 1.1 The Sale....................................... ......................................................1 1.2 Excluded Assets.... ............................................................................... ...4 1.3...Asset Purchase Agreement • March 27th, 1997 • Media General Inc • Newspapers: publishing or publishing & printing • Virginia
REGISTRATION RIGHTS AGREEMENT Dated as of February 12, 2010 Among MEDIA GENERAL, INC. and THE GUARANTORS NAMED HEREIN as Issuers, and BANC OF AMERICA SECURITIES LLC, and SUNTRUST ROBINSON HUMPHREY, INC. as Representatives of Initial PurchasersRegistration Rights Agreement • February 12th, 2010 • Media General Inc • Newspapers: publishing or publishing & printing • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 12, 2010, by and among Media General, Inc., a Virginia corporation (the “Company”), the guarantors party hereto (collectively, the “Guarantors”), and Banc of America Securities LLC and SunTrust Robinson Humphrey, Inc. as representatives (the “Representatives”) of the initial purchasers (collectively, the “Initial Purchasers”) named in the Purchase Agreement (as defined below), each of whom has agreed to purchase the Company’s 11 3/4% Senior Secured Notes due 2017 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
Exhibit 2.1 STOCK AND ASSET PURCHASE AGREEMENT by and among OUTLET BROADCASTING, INC., NBC SUB (WCMH), LLC, BIRMINGHAM BROADCASTING (WVTM-TV), INC., NBC WVTM LICENSE COMPANY, NBC WNCN LICENSE COMPANY, NBC WCMH LICENSE COMPANY, NBC WJAR LICENSE...Stock and Asset Purchase Agreement • April 10th, 2006 • Media General Inc • Newspapers: publishing or publishing & printing • New York
CREDIT AGREEMENT Dated as of August 8, 2006 among MEDIA GENERAL, INC., as the Borrower, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Administrative Agent, SUNTRUST BANK and WACHOVIA BANK, N.A., as Co-Syndication Agents, THE BANK OF NOVA...Credit Agreement • August 10th, 2006 • Media General Inc • Newspapers: publishing or publishing & printing • New York
This CREDIT AGREEMENT is entered into as of August 8, 2006, among MEDIA GENERAL, INC., a Virginia corporation, each lender from time to time party hereto, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH and SUNTRUST CAPITAL MARKETS, INC., as Co-Lead Arrangers, The Bank of Nova Scotia and The Royal Bank of Scotland plc, as Co-Documentation Agents and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Administrative Agent.
Exhibit 2.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of the fifth day of May, 2003, by and among NTN Communications, Inc., a Delaware corporation (the "Company"), Buzztime Entertainment, Inc., a...Securities Purchase Agreement • May 19th, 2003 • Media General Inc • Newspapers: publishing or publishing & printing • Delaware
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 14, 2005 among MEDIA GENERAL, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, SUNTRUST BANK and THE BANK OF TOKYO- MITSUBISHI, LTD., NEW...Credit Agreement • March 14th, 2005 • Media General Inc • Newspapers: publishing or publishing & printing • New York
FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to or registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Amended and Restated Credit Agreement, dated as of March 14, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.
CREDIT AGREEMENT Dated as of July 31, 2013 among MEDIA GENERAL, INC., as the Borrower, ROYAL BANK OF CANADA, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, JPMORGAN CHASE BANK, N.A. and WELLS FARGO BANK, NATIONAL...Credit Agreement • August 5th, 2013 • Media General Inc • Television broadcasting stations • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of July 31, 2013, among Media General, Inc., a Virginia corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Royal Bank of Canada, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.
MEDIA GENERAL FINANCING SUB, INC. (to be merged with and into LIN TELEVISION CORPORATION), as Issuer, and THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of November 5, 2014 5.875% Senior Notes due 2022Indenture • November 5th, 2014 • Media General Inc • Television broadcasting stations • New York
INDENTURE, dated as of November 5, 2014, between MEDIA GENERAL FINANCING SUB, INC., a Delaware corporation, as the Issuer (as defined below), and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”).
ASSET PURCHASE AGREEMENT for the SALE of TELEVISION STATION WTGS HARDEEVILLE, SC (SAVANNAH, GA MARKET) by and among Mercury New Holdco, Inc. LIN Television Corporation on the one hand, and Sinclair Communications, LLC on the other hand August 20, 2014Asset Purchase Agreement • August 26th, 2014 • Media General Inc • Television broadcasting stations • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of August 20, 2014 is by and among Mercury New Holdco, Inc., a Virginia corporation (the “Seller”), LIN Television Corporation (“LIN”), a Delaware corporation and a wholly-owned subsidiary of LIN Media (as defined below), and Sinclair Communications, LLC, a Maryland limited liability company (“Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2012 • Media General Inc • Newspapers: publishing or publishing & printing • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of May 24, 2012, by and between Media General, Inc., a Virginia corporation (the “Company”), and Berkshire Hathaway Inc., a Delaware corporation.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2015 • Media General Inc • Television broadcasting stations • Virginia
AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of August __, 2015 (this “Agreement”), by and between Media General, Inc., a Virginia corporation (the “Company”), and James F. Woodward (the “Executive”) (each of the Executive and the Company, a “Party,” and collectively, the “Parties”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of February 12, 2010 among MEDIA GENERAL, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, SUNTRUST BANK and THE BANK OF TOKYO- MITSUBISHI UFJ LTD., NEW YORK...Credit Agreement • February 12th, 2010 • Media General Inc • Newspapers: publishing or publishing & printing • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of February 12, 2010, among MEDIA GENERAL, INC., a Virginia corporation, each lender from time to time party hereto, SUNTRUST BANK and THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH, as Co-Syndication Agents, THE BANK OF NOVA SCOTIA and THE ROYAL BANK OF SCOTLAND PLC, as Co-Documentation Agents and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
CREDIT AGREEMENT dated as of December 13, 2011, by and among NEW YOUNG BROADCASTING HOLDING CO., INC., as Holdings, YOUNG BROADCASTING, LLC, as Borrower, the Lenders referred to herein, as Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Credit Agreement • August 23rd, 2013 • Media General Inc • Television broadcasting stations • New York
CREDIT AGREEMENT, dated as of December 13, 2011, by and among NEW YOUNG BROADCASTING HOLDING CO., INC., a Delaware corporation, as Holdings, YOUNG BROADCASTING, LLC, a Delaware limited liability company, as Borrower, the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the terms hereof, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders.
ASSET PURCHASE AGREEMENT for the SALE of TELEVISION STATION WJCL(TV), SAVANNAH, GEORGIA by and among MEDIA GENERAL, INC. MERCURY NEW HOLDCO, INC. LIN TELEVISION CORPORATION LIN LICENSE COMPANY, LLC WJCL HEARST TELEVISION LLC and HEARST TELEVISION INC....Asset Purchase Agreement • August 26th, 2014 • Media General Inc • Television broadcasting stations • Delaware
ASSET PURCHASE AGREEMENT, dated as of August 20, 2014 (this “Agreement”), by and among (i) Media General, Inc., a Virginia corporation (“Media General”), (ii) Mercury New Holdco, Inc., a Virginia corporation (“New Media General”), (iii) LIN Television Corporation, a Delaware corporation and wholly-owned subsidiary of LIN (“LIN TV”), (iv) LIN License Company, LLC, a Delaware limited liability company (“Licensee” and together with Media General, New Media General, LIN, and LIN TV, each a “Seller Party” and collectively, the “Seller Parties”), on the one hand, and (v) WJCL Hearst Television LLC, a Delaware limited liability company (the “Buyer”), and (vi) Hearst Television Inc., a Delaware corporation (the “Buyer Guarantor”), on the other hand.
AGREEMENT AND PLAN OF MERGER by and among MEDIA GENERAL, INC, MONTAGE NEW HOLDCO, INC., MONTAGE MERGER SUB 1, INC., MONTAGE MERGER SUB 2, INC. and MEREDITH CORPORATION DATED AS OF SEPTEMBER 7, 2015Agreement and Plan of Merger • September 11th, 2015 • Media General Inc • Television broadcasting stations • New York
AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2015 (this “Agreement”), by and among Media General, Inc., a Virginia corporation (“Montage”), Montage New Holdco, Inc., a Virginia corporation and a direct, wholly owned subsidiary of Montage (“New Holdco”), Montage Merger Sub 1, Inc., a Virginia corporation and a direct, wholly owned subsidiary of New Holdco (“Merger Sub 1”), Montage Merger Sub 2, Inc., an Iowa corporation and a direct, wholly owned subsidiary of New Holdco (“Merger Sub 2”), and Meredith Corporation, an Iowa corporation (“Marigold”). Each of Montage, New Holdco, Merger Sub 1, Merger Sub 2, and Marigold may be referred to herein as a “party” and collectively as the “parties”.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 25th, 2014 • Media General Inc • Television broadcasting stations • Virginia
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 21, 2014, by and among LIN Media LLC, a Delaware limited liability company (“Lares”), Media General, Inc., a Virginia corporation (“Mercury”), and Standard General Fund, L.P., a Delaware limited partnership, and Standard General Communications, LLC, a Delaware limited liability company (collectively, the “Shareholders”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 18th, 2014 • Media General Inc • Television broadcasting stations • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of July 31, 2013, and amended and restated as of the Acquisition Effective Date (as hereinafter defined) among Media General, Inc., a Virginia corporation (the “Borrower Representative”), LIN TV Corp., a Delaware corporation (“LIN” and, together with the Borrower Representative, the “Borrowers” and each, a “Borrower”), New Media General, a Virginia corporation (“New Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Royal Bank of Canada, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.
CREDIT AGREEMENT Dated as of July 31, 2013 among Shield Media LLC, SHIELD MEDIA LANSING LLC, as the Holding Companies, WXXA-TV LLC, WLAJ-TV LLC, as the Borrowers, Royal Bank of Canada, as Administrative Agent and Collateral Agent, JPMorgan CHase Bank,...Credit Agreement • August 5th, 2013 • Media General Inc • Television broadcasting stations • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of July 31, 2013, among Shield Media LLC, a Delaware limited liability company (“Shield Albany”), WXXA-TV LLC, a Delaware limited liability company (“WXXA Borrower”), Shield Media Lansing LLC, a Delaware limited liability company (“Shield Lansing” and together with Shield Albany, collectively, the “Holding Companies” and each individually, a “Holding Company”) and WLAJ-TV LLC, a Delaware limited liability company (“WLAJ Borrower” and together with WXXA Borrower, each a “Borrower” and, collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Royal Bank of Canada, as Administrative Agent and Collateral Agent.
AMONGPlan and Agreement of Merger • April 3rd, 2000 • Media General Inc • Newspapers: publishing or publishing & printing • South Carolina
Incremental Facility Amendment No. 2 to credit agreement AND INCREMENTAL JOINDER AGREEMENTCredit Agreement • December 23rd, 2014 • Media General Inc • Television broadcasting stations • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of July 31, 2013, and amended and restated as of the Acquisition Effective Date (as hereinafter defined) among MGOC, Inc. (f/k/a Media General, Inc.), a Virginia corporation (the “Borrower Representative”), LIN Television Corporation, a Delaware corporation (“LIN” and, together with the Borrower Representative, the “Borrowers” and each, a “Borrower”), Media General, Inc., a Virginia corporation (“New Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and Royal Bank of Canada, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 20th, 2014 • Media General Inc • Television broadcasting stations • Virginia
This AMENDMENT NO. 1 to the AGREEMENT AND PLAN OF MERGER, is made and entered into as of August 20, 2014 (this “Amendment”), by and among Media General, Inc., a Virginia corporation (“Mercury”), Mercury New Holdco, Inc., a Virginia corporation and a direct, wholly owned subsidiary of Mercury (“New Holdco”), Mercury Merger Sub 1, Inc., a Virginia corporation and a direct, wholly owned subsidiary of New Holdco (“Merger Sub 1”), Mercury Merger Sub 2, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of New Holdco (“Merger Sub 2”), and LIN Media LLC, a Delaware limited liability company (“Lares”). Each of Mercury, New Holdco, Merger Sub 1, Merger Sub 2, and Lares may be referred to herein as a “party” and collectively as the “parties.”
Media General, Inc.Media General Inc • June 10th, 2013 • Television broadcasting stations
Reference is made to the Credit Agreement dated as of May 17, 2012, among Media General, Inc., a Virginia corporation (the “Borrower”), BH Finance LLC, a Nebraska limited liability company, as Administrative Agent (in such capacity, the “Administrative Agent”) and as a Lender, and the other Lenders party thereto (the “Credit Agreement”). Unless specifically defined herein, capitalized terms used in this letter agreement, including Exhibit A and Exhibit B attached hereto, shall have the meanings ascribed to such terms in the Credit Agreement.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 28th, 2016 • Media General Inc • Television broadcasting stations • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 27, 2016, by and among Media General, Inc., a Virginia corporation (“Marigold”), Nexstar Broadcasting Group, Inc., a Delaware corporation (“Montage”) and each of the Persons listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 11th, 2015 • Media General Inc • Television broadcasting stations • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of September 7, 2015, by and among Meredith Corporation, an Iowa corporation (“Marigold”), Media General, Inc., a Virginia corporation (“Montage”), and each of the Persons listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • September 11th, 2015 • Media General Inc • Television broadcasting stations • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of September 7, 2015, by and among Meredith Corporation, an Iowa corporation (“Marigold”), Media General, Inc., a Virginia corporation (“Montage”), Montage New Holdco, Inc., a Virginia corporation (“New Holdco”), and each of the individuals listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 25th, 2014 • Media General Inc • Television broadcasting stations • Virginia
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of March 21, 2014, by and among LIN Media LLC, a Delaware limited liability company (“Lares”), Media General, Inc., a Virginia corporation (“Mercury”), Mercury New Holdco, Inc., a Virginia corporation (“New Holdco”), and Carson LIN SBS L.P., a Delaware limited partnership (the “Shareholder”).
