AMENDMENT NO. 9 TO CREDIT AGREEMENT
Exhibit 10.3
Execution Version
AMENDMENT NO. 9 TO CREDIT AGREEMENT
AMENDMENT NO. 9 TO CREDIT AGREEMENT, dated as of March 19, 2026 (this “Amendment”), by and among MISSION BROADCASTING, INC., a Delaware corporation (the “Borrower”), each other Loan Party and each Mission Equity Holder party hereto, BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), each of the Lenders identified on the signature pages hereto and each of the other parties hereto as Group Lenders under the Existing Nexstar Credit Agreement (as defined below) (including Bank of America, N.A. in its capacity as Term B-6 Lender).
RECITALS:
WHEREAS, reference is hereby made to the Credit Agreement, dated as of January 17, 2017 (as amended by Amendment No. 1, dated as of July 19, 2017, Amendment No. 2, dated as of October 26, 2018, Amendment No. 3, dated as of September 3, 2020, Amendment No. 4, dated as of June 3, 2021, Amendment No. 5, dated as of June 3, 2021, Amendment No. 6, dated as of June 21, 2022, Amendment No. 7, dated as of June 6, 2023, Amendment No. 8, dated as of June 27, 2025, and as further amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), among the Borrower, the Administrative Agent and each lender from time to time party thereto (capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Existing Credit Agreement, as amended by this Amendment (the “Amended Credit Agreement”), or if no longer defined in the Amended Credit Agreement, in the Existing Credit Agreement);
WHEREAS, pursuant to Section 10.01 of the Existing Credit Agreement, the Borrower, the Administrative Agent, the Lenders party hereto and the other parties hereto desire to amend the Existing Credit Agreement as set forth herein;
WHEREAS, each Group Lender party hereto (which Group Lenders, for the avoidance of doubt, constitute the Majority Lenders) hereby consents, on the terms and subject to the conditions set forth herein, to the amendments to the Existing Credit Agreement as set forth herein; and
WHEREAS, concurrently with the effectiveness of this Amendment, the Nexstar Borrower intends to enter into an amendment (the “Nexstar Amendment”) to the Nexstar Credit Agreement (as in effect immediately prior to the Nexstar Amendment, the “Existing Nexstar Credit Agreement”; and as amended by the Nexstar Amendment, the “Amended Nexstar Credit Agreement”; and the Amended Nexstar Credit Agreement together with the Amended Credit Agreement, the “Group Amended Credit Agreements”) to, among other things, incur (x) Term A-8 Loans (as defined in the Amended Nexstar Credit Agreement) and (y) Term B-6 Loans (as defined in the Amended Nexstar Credit Agreement), the proceeds of which will be used to consummate the TEGNA Acquisition (as defined in the Amended Nexstar Credit Agreement) (the transactions described in this paragraph, collectively, the “Transactions”).
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
“(i) the Secured Obligations, (ii) [Reserved], (iii) Guarantee Obligations in respect of any Indebtedness permitted to be incurred by any Covenant Entity (as defined in the Nexstar Credit Agreement) other than a Non-Loan Party (as defined in the Nexstar Credit Agreement) or a Digital Business Entity (as defined in the Nexstar Credit Agreement) or by any Holding Company (as defined in the Nexstar Credit Agreement) under Sections 7.02(a)(i), (a)(ii), (b), (g), (q), (t), (w) and (z) of the Nexstar Credit Agreement, provided that, with respect to clause (z) only, such Guarantee Obligations shall be limited to Indebtedness in respect of premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest of obligations described in Sections 7.02(a)(i), (a)(ii), (b), (g), (q), (t) and (w) of the Nexstar Credit Agreement and (iv) [Reserved];”.
For purposes of determining whether the conditions set forth in this Section 2 have been satisfied, by releasing its signature page hereto, the Administrative Agent and each Group Lender party hereto shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Administrative Agent or such Group Lender, as the case may be.
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[signature pages to follow]
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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first set forth above.
MISSION BROADCASTING, INC., as the Borrower
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
[Signature Page to Amendment No. 9 (Mission)]
NEXSTAR MEDIA GROUP, INC., as a Guarantor
By: /s/ ▇▇▇ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
NEXSTAR MEDIA INC., as a Guarantor
By: /s/ ▇▇▇ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
LIN Television of Texas, Inc.,
CA-LATS SOUTH, LLC,
IL-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC,
IL-Tribune Tower, LLC,
KPLR, Inc.,
KSTU, LLC,
Tribune (FN) Cable Ventures, LLC,
Tribune Broadcasting Company II, LLC,
Tribune Broadcasting Hartford, LLC,
Tribune Broadcasting Kansas City, Inc.,
Tribune Broadcasting Seattle, LLC,
Tribune Media Company,
Tribune Real Estate Holdings, LLC,
Tribune Television New Orleans, Inc.,
WDAF License, Inc.,
WDAF Television, Inc.,
WITI License, LLC,
WITI Television, LLC,
WQAD, LLC,
BestReviews LLC,
News Communications, Inc.,
CAPITOL HILL PUBLISHING CORP.,
each as a Guarantor
By: /s/ ▇▇▇ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇ ▇▇▇▇▇
Title: Chief Financial Officer
[Signature Page to Amendment No. 9 (Mission)]
TEGNA INC.,
BELO ADVERTISING CUSTOMER SERVICES, INC.,
BELO CAPITAL BUREAU, INC.,
BELO CORP.,
BELO HOLDINGS, INC.,
BELO INVESTMENT LLC,
BELO KENTUCKY, INC.,
BELO SAN ANTONIO, INC.,
BELO TECHNOLOGY ASSETS II, INC.,
BELO TV, INC.,
CAPE PUBLICATIONS INC.,
COMBINED COMMUNICATIONS OF OKLAHOMA, LLC,
CORPORATE ARENA ASSOCIATES, INC.,
DAILY BLAST LIVE LLC,
G/O DIGITAL MARKETING, LLC,
GTMP HOLDINGS, LLC,
KENS-TV, INC.,
KFMB-TV, LLC,
KHOU-TV, INC.,
KING BROADCASTING COMPANY,
KING NEWS CORPORATION,
KMSB-TV, INC.,
KONG-TV, INC.,
KSKN TELEVISION, INC.,
KTTU-TV, INC.,
KTVK, INC.,
KVUE TELEVISION, INC.,
KWES TELEVISION, LLC,
KXTV, LLC,
LOCKED ON PODCAST NETWORK, INC.,
LSB BROADCASTING, INC.,
MULTIMEDIA ENTERTAINMENT, LLC,
MULTIMEDIA HOLDINGS CORPORATION,
MULTIMEDIA KSDK, LLC,
NORTHWEST CABLE NEWS, INC.,
NTV, INC.,
each as a Guarantor
By: /s/ ▇▇▇ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇ ▇▇▇▇▇
Title: Treasurer
[Signature Page to Amendment No. 9 (Mission)]
PACIFIC AND SOUTHERN, LLC,
PREMION INTERNATIONAL, INC.,
PREMION, LLC,
RADIOHIO INC.,
SANDER OPERATING CO. I LLC,
SANDER OPERATING CO. III LLC,
SANDER OPERATING CO. IV LLC,
SANDER OPERATING CO. V LLC,
SCREENSHOT DIGITAL, INC.,
SISTER CIRCLE LLC,
TEGNA BROADCAST HOLDINGS, LLC,
TEGNA BROADCAST SERVICE CENTER, LLC,
TEGNA EAST COAST BROADCASTING, LLC,
TEGNA MEMPHIS BROADCASTING, INC.,
TEGNA SUPPORT SERVICES, LLC,
TEXAS CABLE NEWS, INC.,
VIDEOHIO, INC.,
VIDEOINDIANA, INC.,
WBIR-TV, LLC,
WBNS TV, INC.,
WCNC-TV, INC.,
WFAA-TV, INC.,
WFMY TELEVISION LLC,
WKYC HOLDINGS, LLC,
WKYC-TV, LLC,
WTOL TELEVISION, LLC,
WUSA-TV, INC.,
WVEC TELEVISION, LLC,
WWL-TV, INC.,
each as a Guarantor
By: /s/ ▇▇▇ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇ ▇▇▇▇▇
Title: Treasurer
[Signature Page to Amendment No. 9 (Mission)]
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as a Mission Equity Holder
[Signature Page to Amendment No. 9 (Mission)]
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as a Mission Equity Holder
[Signature Page to Amendment No. 9 (Mission)]
bank of america, n.a., as Administrative Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
[Signature Page to Amendment No. 9 (Mission)]
bank of america, n.a., as a Revolving Credit Lender and a Group Lender under the Nexstar Credit Agreement
By: /s/ L. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: L. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Director
[Signature Page to Amendment No. 9 (Mission)]
▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ BANk, N.A., as a Revolving Credit Lender and a Group Lender under the Nexstar Credit Agreement
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
[Signature Page to Amendment No. 9 (Mission)]
▇▇▇▇▇▇▇ ▇▇▇▇▇ BANk usa, as a Revolving Credit Lender and a Group Lender under the Nexstar Credit Agreement
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
[Signature Page to Amendment No. 9 (Mission)]
Truist BANk, as a Revolving Credit Lender and a Group Lender under the Nexstar Credit Agreement
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
[Signature Page to Amendment No. 9 (Mission)]
Capital One, National Association, as a Revolving Credit Lender and a Group Lender under the Nexstar Credit Agreement
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Duly Authorized Signatory
[Signature Page to Amendment No. 9 (Mission)]
▇▇▇▇▇ Fargo Bank, National Association, as a Revolving Credit Lender and a Group Lender under the Nexstar Credit Agreement
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
[Signature Page to Amendment No. 9 (Mission)]
Citizens Bank, N.A., as a Revolving Credit Lender and a Group Lender under the Nexstar Credit Agreement
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
[Signature Page to Amendment No. 9 (Mission)]
Credit Agricole Corporate And Investment Bank, as a Revolving Credit Lender and a Group Lender under the Nexstar Credit Agreement
By: /s/ ▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇
Title: Director
[Signature Page to Amendment No. 9 (Mission)]
Mizuho Bank, Ltd., as a Revolving Credit Lender and a Group Lender under the Nexstar Credit Agreement
By: /s/ ▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Managing Director
[Signature Page to Amendment No. 9 (Mission)]
PNC Bank, National Association, as a Revolving Credit Lender and a Group Lender under the Nexstar Credit Agreement
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
[Signature Page to Amendment No. 9 (Mission)]
Regions Bank, as a Revolving Credit Lender and a Group Lender under the Nexstar Credit Agreement
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Director, Credit Products
[Signature Page to Amendment No. 9 (Mission)]
U.S. Bank National Association, as a Revolving Credit Lender and a Group Lender under the Nexstar Credit Agreement
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
[Signature Page to Amendment No. 9 (Mission)]
UBS AG, Stamford Branch, as a Revolving Credit Lender and a Group Lender under the Nexstar Credit Agreement
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Director
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Associate Director
[Signature Page to Amendment No. 9 (Mission)]
Canadian Imperial Bank of Commerce, New York Branch, as a Revolving Credit Lender and a Group Lender under the Nexstar Credit Agreement
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ de Mange
Name: ▇▇▇▇▇ ▇▇▇▇▇ de Mange
Title: Managing Director
[Signature Page to Amendment No. 9 (Mission)]
M&T Bank, as a Revolving Credit Lender and a Group Lender under the Nexstar Credit Agreement
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President
By: /s/ ▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Managing Director
[Signature Page to Amendment No. 9 (Mission)]
Barclays Bank PLC, as a Revolving Credit Lender and a Group Lender under the Nexstar Credit Agreement
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
[Signature Page to Amendment No. 9 (Mission)]
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A., as a Revolving Credit Lender and a Group Lender under the Nexstar Credit Agreement
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Signatory
[Signature Page to Amendment No. 9 (Mission)]
Flagstar Bank, N.A., as a Revolving Credit Lender and a Group Lender under the Nexstar Credit Agreement
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
[Signature Page to Amendment No. 9 (Mission)]
