MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BANK OF AMERICA, N.A. One BryantPark New York, New York 10036

MERRILL LYNCH, PIERCE,

FENNER & SMITH

INCORPORATED

BANK OF AMERICA, N.A.

One Bryant Park

New York, New York 10036

CREDIT SUISSE AG

CREDIT SUISSE SECURITIES

(USA) LLC

Eleven Madison Avenue

New York, NY 10010

YORK BRANCH

DEUTSCHE BANK AG CAYMAN

ISLANDS BRANCH

DEUTSCHE BANK SECURITIES
INC.

60 Wall Street

New York, NY 10005

Accepted and agreed to as of

the date first above written:

NEXSTAR BROADCASTING GROUP INC.

(i) Nexstar, Mission and Marshall will obtain senior secured term A loan facilities denominated in dollars (the “Term A Facilities”) in an aggregate principal amount for Nexstar, Mission and Marshall equal to $250.0 million, senior secured term B loan facilities denominated in dollars (the “Term B Facilities”) in an aggregate principal amount for Nexstar, Mission and Marshall equal to $2,870 million, a senior secured short term facility in the form of a term loan in an aggregate principal amount for Nexstar only equal to $250.0 million (the “Short Term Facility” and, together with the Term A Facilities and the Term B Facilities, the “Term Facilities”) (provided that the amount of the Short Term Facility will be reduced dollar for dollar by an amount equal to the unrestricted cash and cash equivalents on hand at the Nexstar Borrower and the Company immediately prior to giving effect to the Transactions in excess of an amount equal to the aggregate net cash proceeds received by the Nexstar Borrower and its subsidiaries or affiliates from all Regulatory Divestitures (as defined in the Acquisition Agreement) consummated on or prior to the Closing Date in accordance with the Acquisition Agreement (such net cash proceeds, the “Regulatory Divesture Proceeds”)) and senior secured revolving credit facilities denominated in dollars in an aggregate principal amount for Nexstar, Mission and Marshall equal to $175.0 million (the “Revolving Facilities”, and collectively with the Term Facilities, the “Senior Secured Credit Facilities”), in each case as described in Exhibit B to the Commitment Letter and (ii) Nexstar will issue up to $1,180 million in senior unsecured notes (the “Notes”) or other Securities (as defined in the Fee Letter) in a Rule 144A/Regulation S offering, or, in the event the Notes or other Securities cannot be issued on the Closing Date or less than $1,180 million of Notes or other Securities are issued on the Closing Date, obtain the senior

Nexstar Broadcasting, Inc. (the “Nexstar Borrower”), Mission Broadcasting, Inc. (the “Mission Borrower”), Marshall Broadcasting Group, Inc. (the “Marshall Borrower”), Shield Media LLC, Shield Media Lansing LLC, as holding companies, and WXXA-TV LLC and WLAJ TV LLC, as borrowers (collectively the “Shield Borrowers”) and collectively referred to as the “Borrower” or “Borrowers”.

The Nexstar Borrower is a wholly-owned direct subsidiary of Holdings. Holdings, together with all direct and indirect restricted subsidiaries of Holdings (including Newco and its restricted subsidiaries) are referred to herein as the “Nexstar Entities”. The Mission Borrower, together with all of its direct and indirect restricted subsidiaries, are referred to herein as the “Mission Entities”. The Marshall Borrower, together with all of its direct and indirect restricted subsidiaries, are referred to herein as the “Marshall Entities”. The Shield Borrowers, together with all of their direct and indirect restricted subsidiaries, are referred to as the “Shield Entities”.

All capitalized terms used but not defined herein shall have the meaning given them in the Commitment Letter to which this Term Sheet is attached, including Exhibit A thereto.

The Senior Secured Credit Facilities will consist of (i) up to $250.0 million in the aggregate for the Borrowers under the senior secured Term A Facilities (defined below) denominated in dollars, (ii) up to $2870.0 million in the aggregate for the Borrowers under the senior secured Term B Facilities (defined below) denominated in dollars, (iii) up to $175.0 million in the aggregate for the Borrowers under the senior secured Revolving Facilities (defined below) denominated in dollars and (iv) up to $250.0 million³ for the Nexstar Borrower under the senior secured Short Term Facility (defined below) denominated in dollars, in each case as further set forth below:

(A)   Nexstar Term A Facility: an allocated portion of the Term A Facilities available for the Nexstar Borrower (the “Nexstar Term A Facility”, and the loans thereunder, the “Nexstar Term A Loans”).

(B)   Marshall Term A Facility: an allocated portion of the Term A Facilities available for the Marshall Borrower equal to the amount of the outstanding term A loans under the Existing Marshall Credit Agreement (the “Marshall Term Facility”, and the loans thereunder, the “Marshall Term Loan”).

The Nexstar Term A Facility and the Marshall Term Facility and any portion of the Nexstar Term A Facility reallocated for the Shield Borrowers (the “Shield Term A Facility”) are collectively referred to as the “Term A Facilities” and the loans thereunder, the “Term A Loans”.

(C)   Nexstar Term B Facility: an allocated portion of the Term B Facilities available to the Nexstar Borrower (the “Nexstar Term B Facility” and together with the Nexstar Term A Facility and the Short Term Facility (defined below), the “Nexstar Term Facilities”, and the loans thereunder, the “Nexstar Term B Loans” and together with the Nexstar Term A Loans and the Short Term Facility, the “Nexstar Term Loans”).

(D)   Mission Term B Facility: an allocated portion of the Term B Facilities available to the Mission Borrower (the “Mission Term B Facility” the “Mission Term Facilities”, and the loans thereunder, the “Mission Term B Loans”).

The Nexstar Term B Facility, the Mission Term B Facility, and any portion of the above Term B Facilities reallocated for the Shield Borrowers (the “Shield Term B Facility” and together with the Shield Term A Facility, the “Shield Term Facilities”, and the loans thereunder, the “Shield Term Loans”), are collectively referred to as the “Term B Facilities” and the loans thereunder, the “Term B Loans”. The Nexstar Term Facilities, the Mission Term B Facility, the Marshall Term Facility and the Shield Term Facilities are collectively referred to as the “Term Facilities” and the loans thereunder, the “Term Loans”.

(E)   Nexstar Revolving Facility: an allocated portion of the Revolving Facilities available to the Nexstar Borrower (the “Nexstar Revolving Facility” and, together with the Nexstar Term Facilities, the “Nexstar Credit Facilities”).

(F)    Mission Revolving Facility: an allocated portion of the Revolving Facilities available to the Mission Borrower (the “Mission Revolving Facility” and, together with the Mission Term B Facility, the “Mission Credit Facilities”).

(G)   Marshall Revolving Facility: an allocated portion of the Revolving Facilities available to the Marshall Borrower equal to the amount of the revolving credit commitment under the Existing Marshall Credit Agreement (the “Marshall Revolving Facility” and, together with the Marshall Term Facilities, the “Marshall Credit Facilities”).

The Nexstar Revolving Facility, the Mission Revolving Facility and the Marshall Revolving Facility, and any portion of the above Revolving Facilities reallocated for the Shield Borrowers (the “Shield Revolving Facility”, and, together with the Shield Term Facilities, the “Shield Credit Facilities”) are collectively referred to as the “Revolving Facilities”.

(H)   Nexstar Short Term Facility: a short term facility in the form of a term loan in the amount of $250.0 million⁴ and available only to the Nexstar Borrower (the “Short Term Facility” and the loans thereunder the “Short Term Loans”).

The Revolving Facilities together with the Term Facilities, are collectively referred to as the “Senior Secured Credit Facilities”. Lenders with commitments under the Revolving Facilities are collectively referred to as “Revolving Lenders”, the commitments under the Revolving Facilities are collectively referred to as

“Revolving Commitments” and the loans thereunder, together with (unless the context otherwise requires) the swingline borrowings referred to below, are collectively referred to as “Revolving Loans”; and together with the Term Loans, the “Loans”.

Except as specifically set forth below, not less than four business days prior to the Closing Date, the Borrowers and the Senior Administrative Agent shall reasonably allocate (i) the aggregate amount of the Term A Facilities among the Nexstar Term A Facility, and the Shield Term A Facility (if any), (ii) the aggregate amount of the Term B Facilities among the Nexstar Term B Facility, the Mission Term B Facility, and the Shield Term B Facility (if any) and (iii) the aggregate amount of the Revolving Facilities among the Nexstar Revolving Facility, the Mission Revolving Facility and the Shield Revolving Facility (if any), as applicable. The Nexstar Borrower may request to allocate no amount to the Mission Credit Facilities, the Marshall Credit Facilities and/or the Shield Credit Facilities on the Closing Date if the Nexstar Borrower believes in good faith that the Mission Entities, the Marshall Entities and/or the Shield Entities would reasonably be expected to fail to satisfy all of the conditions set forth under the title “Conditions to Initial Borrowing”.

If any one or more of the Mission Borrower, Marshall Borrower or Shield Borrowers are unable to satisfy a condition precedent to closing on the Closing Date, the Nexstar Borrower will have up to (i) five business days with respect to the Mission Borrower and (ii) fifteen business days with respect to the Marshall or Shield Borrower after the Closing Date to satisfy each such condition precedent and reallocate the applicable portion of the Nexstar Term A Facility, Nexstar Term B Facility and the Nexstar Revolving Facility held in the escrow account referenced in the section entitled “Purpose” below to any one or more of the Mission Borrower, the Marshall Borrower or the Shield Borrowers to consummate the Mission Credit Facilities, the Marshall Credit Facilities and the Shield Credit Facilities, as applicable, and in each case as contemplated herein. Notwithstanding the foregoing, such reallocation will only be permitted hereby if such reallocation and consummation of the applicable Mission Credit Facilities, Marshall Credit Facilities and/or Shield Credit

constitutes a full refinancing of the outstanding amounts under the Existing Mission Credit Agreement, Existing Marshall Credit Agreement and Existing Shield Credit Agreement, as applicable, and the Mission Credit Facilities, the Marshall Credit Facilities and the Shield Credit Facilities are effectuated on the terms and conditions contemplated herein.

Following the Closing Date, the Senior Administrative Agent shall have the right to reallocate the aggregate amount of the Short Term Facility, the Term A Facilities, the Term B Facilities and/or the Revolving Facilities, among the Lenders, as applicable, to achieve pro rata holdings in each of

(1) the Nexstar Term A Facility, the Marshall Term Facility and the Shield Term A Facility,

(2) the Nexstar Term B Facility, the Mission Term B Facility and the Shield Term B Facility, and

(3) the Nexstar Revolving Facility, the Mission Revolving Facility, the Marshall Revolving Facility, and the Shield Revolving Facility, and

(4) the Short Term Facility,

as applicable, on terms, and subject to conditions, substantially consistent with those in the Existing Nexstar Credit Agreement.

Notwithstanding the description of the Senior Secured Credit Facilities and the revolver reallocation mechanisms set forth above and the documentation of the Mission Credit Facilities, the Marshall Credit Facilities and the Shield Credit Facilities under one form of credit agreement as described below, the Nexstar Credit Facilities, the Mission Credit Facilities, the Marshall Credit Facilities and the Shield Credit Facilities are separate credit facilities made available to the Nexstar Borrower, the Mission Borrower, the Marshall Borrower and the Shield Borrowers respectively and each Borrower is not co-borrower under the Senior Secured Credit Facilities provided to any other Borrower (other than the Shield Borrowers as co-borrowers under the Shield Credit Facilities). For the avoidance of doubt, as described below under the section entitled “Guarantees”, the Nexstar Borrower and Holdings and its subsidiaries that are guarantors of the Nexstar Credit Facilities will guarantee the Mission Credit Facilities, the Marshall Credit Facilities and the Shield Credit Facilities respectively and the Mission Entities will guarantee the Nexstar Credit Facilities to the extent required under the section entitled “Guarantees” below.

Notwithstanding anything herein to the contrary, the amount of the Marshall Revolving Facility and the amount of the Marshall Term Facility, respectively, will be equal to or less than the amount of the revolving credit commitment as of the Closing Date and the outstanding amount of the term A facility as of the Closing Date, respectively, under the Existing Marshall Credit Agreement.

margin under the existing Term B Loans shall be required, but only to the extent an increase in the interest rate floor in the existing Term B Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the interest rate margin) applicable to the existing Term B Loans shall be increased to the extent of such differential between interest rate floors (all adjustments made pursuant to this clause (vii), the “MFN Adjustments”), (viii) any Incremental Term Facility, for purposes of mandatory prepayments, shall be treated no more favorably than the Term A Facilities and the Term B Facilities, (ix) any Incremental Term Facility or any Incremental Revolving Facility shall be on terms and pursuant to documentation to be determined; provided that, to the extent such terms and documentation are not consistent with the applicable Term Facility or Revolving Facility, as the case may be (except to the extent permitted by clause (v), (vi), (vii) or (viii) above), they shall be reasonably satisfactory to the Senior Administrative Agent (it being understood that no consent shall be required from the Senior Administrative Agent for terms or conditions that are more restrictive than the Senior Secured Credit Facilities Documentation if the Lenders under the applicable initial Term Facility or Revolving Facility receive the benefit of such terms or conditions through their addition to the Senior Secured Credit Facilities Documentation), (x) each Incremental Facility shall be in such minimum amounts and subject to such notice provisions and other mechanics to be agreed and to be set forth in the Senior Secured Credit Facilities Documentation and (xi) each Incremental Facility will be structured in a manner to preserve the pro rata nature of the Lenders’ interests in and across each of the Senior Secured Credit Facilities and Incremental Facilities (in each case consistent with the objectives set forth in Section 10.21 of the Existing Nexstar Credit Agreement and the “Nexstar/Mission/Marshall Ratable Status” as set forth therein).

“Incremental Term A Facility” means a term loan “A” facility, which is marketed primarily to banking institutions rather than to institutional investors, including any increase to any of the Term A Facilities.

“First Lien Senior Secured Leverage Ratio” means the ratio of (a) Consolidated Total Indebtedness (as defined below) of the Borrowers and their restricted subsidiaries secured by first priority liens as of the last day of such Test Period to (b) Consolidated EBITDA (as defined below) for the most recently completed four fiscal quarters (“Test Period”).

“Senior Secured Leverage Ratio” means the ratio of (a) Consolidated Total Indebtedness of the Borrowers and their respective restricted subsidiaries as of the last day of such Test Period that is secured by liens to (b) Consolidated EBITDA for such Test Period.

“Total Leverage Ratio” means the ratio of (a) Consolidated Total Indebtedness of the Borrowers and their respective restricted subsidiaries as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.

“Consolidated EBITDA” to be defined substantially the same as set forth in the Borrower’s Indenture dated as of January 29, 2015, governing its 6.125% Senior Notes due 2022 (the “Precedent Indenture”), provided that (a) add-backs for cost savings, and synergies (including any savings from restructuring activities) shall be subject to a 20% cap for any four quarter period (such synergies included in the 20% cap shall include all synergies identified by the Nexstar Borrower to the Lead Arrangers prior to the date hereof, which shall be in an amount of no less than $75 million and any other synergies identified by the Nexstar Borrower to the Lead Arrangers after the date hereof and reasonably acceptable to the Lead Arrangers) and (b) addbacks for actual restructuring charges will be capped at 10% for any four quarter period; provided further that in each case of (a) and (b) preceding, any such cost savings, synergies or similar pro forma adjustments shall be reasonably expected to be realized within 12 months of the relevant transaction) for such Test Period.

“Consolidated Total Indebtedness” means, with respect to the Borrowers and their respective restricted subsidiaries, the outstanding principal amount of indebtedness for borrowed money (other than indebtedness in respect of cash management services and intercompany indebtedness) minus the lesser of (a) the aggregate amount of unrestricted cash and cash equivalents included in the consolidated balance sheet of the Borrowers and their respective restricted subsidiaries and (b) the sum of $200 million plus otherwise unrestricted escrowed debt proceeds of the Borrowers and their respective restricted subsidiaries.

The Senior Secured Credit Facilities Documentation will permit the Borrowers to refinance loans under the Term A Facilities and Term B Facilities (or any Incremental Term Facility) or commitments under the Revolving Facilities (or any Incremental Revolving Facility) from time to time, in whole or part, with one or more new term facilities (each, a “Refinancing Term Facility”) or new revolving credit facilities (each, a “Refinancing Revolving Facility”; the Refinancing Term Facilities and the Refinancing Revolving Facilities are collectively referred to as “Refinancing Facilities”), respectively, under the Senior Secured Credit Facilities Documentation with the consent of the Borrowers, the Senior Administrative Agent and the institutions providing such Refinancing Term Facility or Refinancing Revolving Facility in a manner substantially similar to the Existing Credit Agreements.

(A)   Except to the extent proceeds are required to be funded directly into escrow pursuant to the following two paragraphs below, the proceeds of borrowings under the Term A Facilities and Term B Facilities will be used by the Borrowers on the Closing Date, together with the Stock Contribution, the proceeds from borrowings under the Revolving Facilities, the proceeds from the Bridge Facility and/or the Notes and other Securities and cash on hand at the Borrowers, to pay the Acquisition Costs. The proceeds of the Short Term Facility will be used solely to fund the Acquisition.

If (1) no amount is allocated to the Marshall Credit Facilities, Mission Credit Facilities and/or the Shield Credit Facilities on the Closing Date, or (2) less than the full amount necessary to repay the existing indebtedness of the Marshall Borrower, the Mission Borrower and/or the Shield Borrowers is allocated to the Marshall Credit Facilities, the Mission Credit Facilities and/or the Shield Credit Facilities, as applicable, on the

Closing Date, an amount equal to the sum of the outstanding revolving commitments plus the outstanding term loan amounts of each of the existing indebtedness of the Marshall Borrower, the Mission Borrower and/or the Shield Borrowers, as applicable, will be funded from the proceeds of the Nexstar Credit Facilities directly into an escrow account at the Senior Administrative Agent on terms satisfactory to the Senior Administrative Agent and pledged by the Nexstar Borrower as cash collateral for the existing or assumed guarantee obligations of the Nexstar Borrower with respect to amounts outstanding under the Existing Marshall Credit Agreement, the Existing Mission Credit Agreement and the Existing Shield Credit Agreement (collectively the “Nexstar Existing Guarantee Obligations”), as applicable.

Unless such escrowed funds are (x) with respect to the Mission Credit Facilities, within five business days after the Closing Date and (y) with respect to the Marshall Credit Facilities and the Shield Credit Facilities, within fifteen business days after the Closing Date (each such period in clauses (x) and (y) above, an “Escrow Hold Period”) (i) used by the Nexstar Borrower to satisfy the Nexstar Guarantee Obligations in full, or (ii) reallocated to the Marshall Borrower, the Mission Borrower and the Shield Borrowers, as applicable, to consummate the full refinancing of their respective existing obligations under the Marshall Credit Facilities, the Mission Credit Facilities and/or the Shield Credit Facilities, as applicable, in each case as set forth under the title “Senior Secured Credit Facilities”, the escrow agreement and the Senior Secured Credit Facilities Documentation will provide that at the expiration of the applicable Escrow Hold Period the Nexstar Borrower shall be deemed to have automatically and irrevocably directed the Senior Administrative Agent to apply all such escrowed amounts to satisfy in full the Nexstar Existing Guarantee Obligations.

(B)   The letters of credit and proceeds of Revolving Loans (except as set forth below) will be used by the Borrowers and their subsidiaries for working capital and other general corporate purposes, including the financing of permitted acquisitions, and, subject to the limitation below under “Availability”, to finance a portion of the Acquisition Costs.

(A)   Each of the Term Facilities will be available in a single drawing on the Closing Date. Amounts borrowed under the Term Facilities that are repaid or prepaid may not be reborrowed.

(B)   The Revolving Facilities (exclusive of letter of credit usage) will be made available on the Closing Date (i) to finance a portion of the Acquisition Costs, (ii) to finance any amount of OID or upfront fees imposed pursuant to the “market flex” provisions of the Fee Letter or in connection with the issuance of the Notes or any other Securities on the Closing Date and/or (iii) for working capital and other general corporate purposes; provided that on the Closing Date after giving effect to all the Transactions, there must be not less than $50 million of availability under the Nexstar Revolving Facility remaining (excluding in such calculation of availability all escrowed amounts as described in the “Purpose” section). Additionally, letters of credit may be issued on the Closing Date under the Nexstar Revolving Facility in order to, among other things, backstop or replace letters of credit outstanding on the Closing Date under facilities no longer available to the Borrowers or their subsidiaries as of the Closing Date. Otherwise, subject to the terms of the Senior Secured Credit Facilities Documentation, (i) letters of credit (in the case of the Nexstar Revolving Facility) and Revolving Loans will be available at any time prior to the final maturity of the Revolving Facilities, in minimum principal amounts to be agreed upon and (ii) amounts repaid under the Revolving Facilities may be reborrowed.

If any Revolving Lender under the Nexstar Revolving Facility becomes a “defaulting Lender”, then the letter of credit exposure of such defaulting Lender will automatically be reallocated among the non-defaulting Lenders pro rata in accordance with their commitments under the Nexstar Revolving Facility up to an amount such that the revolving credit exposure of such non-defaulting Lender does not exceed its commitments. In the event that such reallocation does not fully cover the exposure of such defaulting Lender, the applicable Issuing Bank may require the Nexstar Borrower to cash collateralize such “uncovered” exposure in respect of each outstanding letter of credit and will have no obligation to issue new letters of credit, or to extend, renew or amend existing letters of credit to the extent letter of credit exposure would exceed the available commitments of the non-defaulting Revolving Lenders, unless such “uncovered” exposure is cash collateralized to the Issuing Bank’s reasonable satisfaction.

(A)   Term A Facilities

Commencing on the first full fiscal quarter ended after the Closing Date, each of the Term A Facilities will amortize in quarterly installments in aggregate annual amounts equal to (i) 5% of the original principal amount of such Term A Facility for the first year after the Closing Date, (ii) 5% of the original principal amount of such Term A Facility for the second year after the Closing Date, (iii) 7% of the original principal amount of such Term A Facility for the third year after the Closing Date, (iv) 10% of the original principal amount of such Term A Facility for the fourth year after the Closing Date and (v) 10% of the original principal amount of such Term A Facility for the fifth year after the Closing Date, with the balance payable on the maturity date thereof. The Term A Facilities will mature on the date that is 5 years after the Closing Date (such date, the “Term A Stated Maturity Date”); provided that (i) if as of the date that is ninety-one (91) days prior to the stated maturity date of any of the Nexstar Borrower’s unsecured note issuances outstanding on the Closing Date (including without limitation, any unsecured note issuances acquired in connection with the “Marigold” acquisition) that have outstanding notes thereunder on such date in the aggregate in excess of $200 million (such date, the “Springing Term A Maturity Date”), the

Term A Stated Maturity Date shall be the Springing Term A Maturity Date and (ii) the Senior Secured Credit Facilities Documentation shall provide the right for individual Lenders to agree to extend the maturity date of the outstanding Term A Loans upon the request of the Borrowers and without the consent of any other Lender (and as further described below).

Notwithstanding the foregoing, the amortization and maturity date for the Marshall Term Facility will be unchanged from the existing amortization and maturity date for the term A facility under the Existing Marshall Credit Agreement (and will not be extended or altered by operation of the Senior Credit Facilities).

(B)   Term B Facilities

Commencing on the first full fiscal quarter ended after the Closing Date, each of the Term B Facilities will amortize in equal quarterly installments in aggregate annual amounts equal to 1.0% of the original principal amount of such Term B Facility, with the balance payable on the maturity date thereof. The Term B Facilities will mature on the date that is seven years after the Closing Date (such date, the “Term B Stated Maturity Date”); provided that (i) if as of the date that is ninety-one (91) days prior to the stated maturity date of any of the Nexstar Borrower’s unsecured note issuances outstanding on the Closing Date (including without limitation, any unsecured note issuances acquired in connection with the “Marigold” acquisition) that have outstanding notes thereunder on such date in the aggregate in excess of $200 million (such date, the “Springing Term B Maturity Date”) the Term B Stated Maturity Date shall be the Springing Term B Maturity Date, and (ii) the Senior Secured Credit Facilities Documentation shall provide the right for individual Lenders to agree to extend the maturity date of the outstanding Term B Loans upon the request of the Borrowers and without the consent of any other Lender (and as further described below).

(C)   Revolving Facilities

The Revolving Facilities will mature, and lending commitments thereunder will terminate, on the date that is five years after the Closing Date (such date, the “Revolving Stated Maturity Date”); provided that (i) if as of the date that is ninety-one (91) days prior to the stated maturity date of any of the Nexstar Borrower’s unsecured note issuances outstanding on the Closing Date (including without limitation, any unsecured note issuances acquired in connection with the “Marigold” acquisition) that have outstanding notes thereunder on such date in the aggregate in excess of $200 million (such date, the “Springing Revolver Maturity Date”), the Revolving Stated Maturity Date shall be the Springing Revolver Maturity Date and (ii) that the Senior Secured Credit Facilities Documentation shall provide the right of individual Lenders to agree to extend the maturity of their Revolving Commitments upon the request of the Borrowers and without the consent of any other Lender (and as further described below).

Notwithstanding the foregoing, the maturity date for the Marshall Revolving Facility will be unchanged from the existing maturity date for the revolving facility under the Existing Marshall Credit Agreement (and will not be extended or altered by operation of the Senior Credit Facilities).

(D)   Short Term Facility

The Short Term Facility will not amortize. The outstanding balance of the Short Term Facility will mature and be due and payable on the date that is 18 months after the Closing Date (such date, the “Short Term Stated Maturity Date”).

Notwithstanding anything to the contrary set forth herein, the Senior Secured Credit Facilities Documentation shall provide that the Borrowers may at any time and from time to time request that all or a portion of any loans of such Borrower (except the Short Term Loans) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such loans (any such loans which have been so converted, “Extended Loans”) and upon such request of such Borrower any individual Lender shall have the right to agree to extend the maturity date of its commitments under the applicable Revolving Facility and outstanding Revolving Loans or Term Loans without the consent of any other Lender; provided that all such requests shall be

made pro rata to all Lenders within the applicable relevant class and any extension with respect to the Loans of a Borrower shall be consummated with a comparable concurrent extension of the relevant Loans of the other Borrowers. The terms of Extended Loans shall be substantially similar to the loans of the existing class from which they are converted except for interest rates, fees, amortization (which may result in a longer (but not shorter) weighted average life than the existing class), final maturity date (which may be no earlier than the existing class), provisions permitting optional and mandatory prepayments to be directed first to the non-Extended Loans prior to being applied to Extended Loans and certain other customary provisions to be agreed consistent with the Documentation Precedent.

its restricted subsidiaries (collectively the “Digital Entities”), the Mission Entities, the Marshall Entities and the Shield Entities provided that, (i) subject to clause (ii) following, the Mission Entities, the Marshall Entities or the Shield Entities will not be required to guarantee the Nexstar Borrower Obligations if they are Immaterial Subsidiaries (as defined below) and (ii) notwithstanding clause (i) preceding, the Mission Entities will be required to guarantee the Nexstar Borrower Obligations so long as the Mission Entities guarantee any of the Nexstar Borrower’s bonds or notes outstanding on the Closing Date (collectively, the “Nexstar Guarantors”). It is understood and agreed that as of the Closing Date, the Marshall Entities and the Shield Entities will constitute Immaterial Subsidiaries.

Each restricted subsidiary of (x) the Marshall Borrower will guarantee all Marshall Borrower Obligations (to be defined as if each reference to the Nexstar Borrower in the definition of Nexstar Borrower Obligations is a reference to the Marshall Borrower) on substantially similar terms as the Nexstar Guarantees described above, (y) the Mission Borrower will guarantee all Mission Borrower Obligations (to be defined as if each reference to the Nexstar Borrower in the definition of Nexstar Borrower Obligations is a reference to the Mission Borrower) on substantially similar terms as the Nexstar Guarantees described above and (z) the Shield Borrowers will guarantee all Shield Borrower Obligations (to be defined as if each reference to the Nexstar Borrower in the definition of Nexstar Borrower Obligations is a reference to the Shield Borrowers) on substantially similar terms as the Nexstar Guarantees described above. Nexstar Borrower Obligations, Mission Borrower Obligations, Marshall Borrower Obligations and Shield Borrower Obligations are collectively referred to as the “Borrower Obligations”.

The Nexstar Borrower and Nexstar Guarantors will guarantee the Marshall Borrower Obligations, the Mission Borrower Obligations and the Shield Borrower Obligations on substantially similar terms as the Nexstar Guarantees described above.

In each case above, the guarantors described above (collectively, the “Guarantors”) will not include Excluded Subsidiaries (as defined in the Existing Credit Agreements). “Immaterial Subsidiary” will have a definition substantially similar to the Precedent Indenture.

All the above-described pledges, security interests and mortgages shall be created on terms to be set forth in the Senior Secured Credit Facilities Documentation, and none of the Collateral shall be subject to other pledges, security interests or mortgages (except permitted liens and other exceptions and baskets to be set forth in the Senior Secured Credit Facilities Documentation).

The Senior Secured Credit Facilities Documentation shall contain customary restrictions that the creation and enforcement of security interests shall be subject to applicable communications laws and FCC regulations.

Voluntary reductions of the unutilized portion of the Revolving Facilities commitments and voluntary prepayments of borrowings under the Senior Secured Credit Facilities will be permitted at any time in minimum principal amounts to be agreed upon, without premium or penalty (other than as provided below), subject to reimbursement of the Lenders’ redeployment costs in the case of a prepayment of LIBOR borrowings other than on the last day of the relevant interest period.

All voluntary prepayments of the Term Facilities and any Incremental Term Facility will be applied to the remaining amortization payments under such Term Facilities or such Incremental Term Facility, as applicable, as directed by the Borrowers (and absent such direction, in direct order of maturity thereof) and may be applied to the Term Facilities or any Incremental Term Facility, in any case, as directed by the Borrowers.

1.0% of the amount prepaid, payable in connection with any Repricing Event with respect to all or any portion of any Term B Facility prior to the date that is six months after the Closing Date.

As used herein, the term “Repricing Event” shall mean with respect to any Term B Facility (i) any prepayment or repayment of the applicable Term B Loans with the proceeds of, or any conversion of such Term B Loans into, any new or replacement tranche of syndicated secured (if applicable) term B loans bearing interest with an “Effective Yield” (as defined below) (but excluding the effect of any arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders of such new or replacement loans) less than the “Effective Yield” applicable to such Term B Loans prepaid or repaid, but excluding any new or replacement loans incurred in connection with a change of control or transformative acquisition and (ii) any amendment to the applicable Term B Facility which reduces the “Effective Yield” applicable to the applicable Term B Loans so long as, in each case, the primary purpose of such refinancing or modification is to reduce the Effective Yield as set forth above.

For purposes of the foregoing, “Effective Yield” shall mean, as of any date of determination, the sum of (i) the higher of (A) the LIBOR rate on such date for a deposit in dollars with a maturity of one month and (B) the LIBOR floor, if any, with respect thereto as of such date, (ii) the interest rate margins as of such date, (with such interest rate margin and interest spreads to be determined by reference to the LIBOR rate) and (iii) the amount of OID and upfront fees thereon (converted to yield assuming a four-year average life and without any present value discount).

As used in this Senior Term Sheet, “Documentation Principles” shall mean documentation and definitions, as applicable, that are substantially identical to the Existing Nexstar Credit Agreement, in the case of the Nexstar Credit Facilities, the Existing Mission Credit Agreement, in the case of the Mission Credit Facilities, and the Existing Marshall Credit Agreement, in the case of the Marshall Credit Facilities and the Shield Credit Facilities, provided that, the Existing Mission Credit Agreement, the Existing Marshall Credit Agreement and the credit agreement for the Shield Credit Facilities will be in substantially the same form and documented under one form of credit agreement with separate tranches available for each applicable Borrower (collectively, the “Documentation Precedent”) and the related guarantee agreements and security agreements executed and/or delivered in connection with the Documentation Precedent, as modified to (i) reflect this Senior Term Sheet and contain only those conditions to borrowing, mandatory prepayments, representations, warranties, affirmative and negative covenants and events of default expressly set forth in this Senior Term Sheet and otherwise be subject to the Certain Funds Provisions and in a form that will not impair the availability of the Senior Secured Credit Facilities on the Closing Date, (ii) conform accounting definitions, including “Consolidated Net Income” and “Consolidated EBITDA” to the Precedent Indenture, except as specifically set forth herein, (iii) give due regard to operational and strategic requirements of the Borrowers and their subsidiaries (after giving effect to the Transactions) in light of their size, industries, practices, the Borrowers’ business plan and matters disclosed in the Acquisition Agreement (including any Company specific provisions contained in the Existing Company Credit Agreements), (iv) permit the incurrence of agreed-to indebtedness and liens set forth in the Commitment Letter and the Fee Letter (including pursuant to any “market flex” or “securities demand” provisions therein) and refinancing thereof, (v) include administrative and operational requirements of the Senior Administrative Agent and (vi) cure mistakes or defects.

Counsel for the Borrowers shall prepare the initial drafts of the Senior Secured Credit Facilities Documentation consistent with the Documentation Principles.

The making of each extension of credit under the Senior Secured Credit Facilities shall be conditioned upon (a) delivery of a customary borrowing notice, (b) the accuracy of representations and warranties in all material respects (subject, on the Closing Date, to the Certain Funds Provisions) and (c) after the Closing Date, the absence of defaults or events of default at the time of, or after giving effect to the making of, such extension of credit, subject to, in the case of clauses (b) and (c), the limitations set forth in the sections entitled “Incremental Facilities” and “Limited Condition Acquisitions” hereof to the extent the proceeds of any Incremental Facility are being used to finance a Limited Condition Acquisition.

For the avoidance of doubt, the conditions are applicable separately and independently for the Nexstar Credit Facilities, the Mission Credit Facilities, the Marshall Credit Facilities and the Shield Credit Facilities and each Credit Facility shall be available on the Closing Date so long as the conditions applicable to such Credit Facility have been satisfied.

The availability of the initial borrowing (or other initial extension of credit) under each of the Mission Credit Facilities, the Marshall Credit Facilities and each Shield Credit Facility, respectively, is subject to satisfaction of the following additional conditions (1) receipt by the Senior Administrative Agent of satisfactory representations and certificates as to the solvency of each of (a) the Mission Entities on a consolidated basis, (b) the Marshall Entities on a consolidated basis, and (c) each of the Shield Borrowers and its subsidiaries on a consolidated basis and (2) receipt by the Senior Administrative Agent of satisfactory (i) guaranties and collateralization of the obligations of each of the Marshall Borrower and each Shield Borrower by the Nexstar Entities and the Digital Entities, in each case to the extent and consistent with those required under the Existing Nexstar Credit Facility and the related loan documentation, and (ii) cross-collateralization and cross-guaranties by the Nexstar Entities, the Digital Entities and the Mission Entities of the respective obligations of

anti-money laundering laws and including the Communications Act of 1934, as amended and all other applicable and material FCC regulations and other applicable and material communications regulations (or any successor statutes or regulations and in each case as amended, modified or supplemented)); maintenance of ratings, additional Guarantors and Collateral (subject to limitations set forth above); use of proceeds; changes in lines of business; designation as senior debt as applicable; further assurances on collateral matters and post-closing covenant regarding Collateral consistent with provisions of section entitled “Security” hereof; subject, in the case of each of the foregoing covenants, to exceptions and qualifications to be provided in the Senior Secured Credit Facilities Documentation and consistent with the Documentation Principles.

Limited to the following (to be applicable to the Nexstar Entities, the Mission Entities, the Marshall Entities, the Digital Entities and the Shield Entities only) limitations on:

a)    the incurrence of debt, with exceptions including the ability to incur indebtedness on the terms set forth in the sections entitled “Refinancing Facilities”, “Additional Debt”, “Permitted Acquisitions”, “Incremental Facilities” and “Permitted Debt Exchanges” hereof; provided that, notwithstanding any provision permitting the incurrence of debt below, the maximum amount of all such debt incurred and outstanding by a non-Guarantor subsidiary shall in no event exceed in an aggregate principal amount for all non-Guarantor subsidiaries the greater of (a) $20 million and (b) TBD% based on pro forma total assets of the aggregate consolidated total assets of all non-Guarantor subsidiaries at the time of incurrence;

b)    liens, with exceptions including the ability to incur additional liens on the terms set forth (i) in the section entitled “Additional Debt” hereof, (ii) in the section entitled “Permitted Acquisitions” hereof and (iii) under “Incremental Facilities” above (or secured debt with terms that would be permitted to be included in Refinancing Facilities (other than with respect to the limits on

the principal amount thereof) and which debt shall be deemed to be usage of the Incremental Facilities and shall only be permitted to the extent Incremental Facilities in the amount of such secured debt would have been permitted); provided that, to the extent such debt is in the form of term loans that are secured by liens on Collateral that are pari passu with the liens on the Collateral securing the Borrower Obligations, (A) the MFN Adjustments (if any) shall have been made and (B) such debt is subject to a customary intercreditor agreement with the Senior Administrative Agent;

c)    fundamental changes;

d)    asset sales (including sales of capital stock of restricted subsidiaries) and sale leasebacks (which, in each case, shall be permitted on the terms set forth in the section entitled “Asset Sales” hereof);

e)    investments (which shall be permitted on the terms set forth in the section entitled “General Restricted Payment Incurrence Test” hereof, pursuant to an exception permitting unlimited intercompany investments among each Borrower and its restricted subsidiaries, subject to a cap of $25 million on investments (including but not limited to Permitted Acquisitions) in non-Guarantor restricted subsidiaries, and so long as no default or event of default shall have occurred and be continuing, investments using the Available Amount, and acquisitions (which shall be permitted on the terms set forth in the section entitled “Permitted Acquisitions” hereof);

f)     dividends or distributions on, or redemptions of, the Borrowers’ equity interests, except, so long as no default or event of default shall have occurred and be continuing and after giving pro forma effect to such payment (i) distributions of the Available Amount, provided that, for purposes of this clause (f) only, the Available Amount may reduce below zero up to an aggregate amount below zero of not more than the amount of the dividend to be paid on the

Closing Date in accordance with the Nexstar Borrower’s existing dividend policy, (ii) distributions of a $50 million general basket, provided that (A) the general basket will include a grower component equal to TBD% based on pro forma total assets of the aggregate consolidated total assets of the restricted subsidiaries, (B) notwithstanding anything herein to the contrary, up to $10 million of the general basket may be used subject to no existing default or event of default, but without requiring pro forma covenant compliance and (C) notwithstanding anything herein to the contrary, payments (1) made from the proceeds of Dispositions (as defined in the CVR Agreement referenced below) of any Company Spectrum (as defined in the CVR Agreement referenced below) and (2) that are required to be made pursuant to the terms of the (x) the Acquisition Agreement and (y) the Contingent Value Rights Agreement, substantially in the form of Exhibit B to the Acquisition Agreement (the “CVR Agreement”), will be permitted in addition to the other baskets to make restricted payments and will not reduce the Available Amount and (iii) on the terms set forth in the section entitled “General Restricted Payment Incurrence Test” hereof;

g)    (i) prepayments, purchases or redemptions of Junior Debt (as defined below) or subordinated indebtedness (the “Specified Indebtedness”), with exceptions including (A) so long as no default or event of default shall have occurred and be continuing, prepayments, purchases or redemptions using the Available Amount and (B) on the terms set forth in the section entitled “General Restricted Payment Incurrence Test” hereof, or (ii) amendments of any documentation governing such Specified Indebtedness in a manner material and adverse to the Lenders;

h)    negative pledge clauses and clauses restricting distributions from restricted subsidiaries;

i)     transactions with affiliates;

j)     customary passive entity covenant with respect to Holdings;

k)    sanctions; and

l)     shared services agreements, joint sales agreements, local marketing agreements, channel sharing agreements or other similar contractual arrangements for the provision of sales, programming, technical, business, management, administrative, back-office or other similar services in support of the business or operation of a television broadcast station, in each case between the Nexstar Entities, the Mission Entities, the Marshall Entities and the Shield Entities, as applicable.

The negative covenants will be subject, in the case of each of the foregoing covenants to exceptions, qualifications and “baskets” consistent with the Documentation Precedent to be set forth in the Senior Secured Credit Facilities Documentation and as set forth below.

The “Available Amount” is to be comprised of (i) $150 million plus, without duplication, (ii) retained Excess Cash Flow, plus (iii) the proceeds of new public or private qualified equity issuances and qualified capital contributions after the Closing Date (subject to customary exceptions), in each case, to the extent received by the Nexstar Borrower and subject to the absence of any continuing default or event of default. Only usage of the Available Amount in excess of $25 million for any transaction or series of transactions shall require the delivery of a certificate demonstrating the calculation of the Available Amount.

Ratio of not greater than 4.00x (y) in the case of unsecured indebtedness, a Total Leverage Ratio of not greater than 6.50x and (z) in the case of junior lien indebtedness, a Senior Secured Leverage Ratio of not greater than 5.50x, in each case of clauses (x) through (z) above, assuming such Additional Debt is fully drawn, and the incurrence of all such Additional Debt is subject to the following terms and conditions: (i) any such Additional Debt does not mature prior to the maturity date of the Term B Facilities or have a weighted average life less than the weighted average life of the Term B Facilities, (ii) any such Additional Debt does not have mandatory prepayment, redemption or offer to purchase events more onerous than those set forth in the Term B Facilities (it being understood that customary bridge maturity dates will not be restricted and the Borrowers shall be permitted to make any AHYDO “catch-up” payments, if applicable, with respect to any Additional Debt), (iii) the other terms and conditions of such Additional Debt (excluding pricing and optional prepayment or redemption terms) reflect market terms and conditions at the time of incurrence or issuance, (iv) liens securing Additional Debt are on property and assets that constitute only Collateral and no other assets or properties of the Borrowers and their restricted subsidiaries, and (v) secured debt is subject to a customary intercreditor agreement with the Senior Administrative Agent. Sublimits in amounts and terms to be agreed will be available within the baskets set forth above for use by the Mission Borrower, the Marshall Borrower and the Shield Borrowers.

The Borrowers or any restricted subsidiary will be permitted to sell, transfer, lease or otherwise dispose of assets so long as no default or event of default shall have occurred and be continuing (after giving pro-forma effect to such asset sale), subject to the following terms and conditions: (i) the percentage of EBITDA attributable to all assets sold or exchanged during the term of the Senior Secured Credit Facilities shall not exceed 40% and shall not exceed 25% in any twelve-month period (provided that agreed-to sales of assets acquired in connection with the “Marigold Acquisition” and sales of assets that are required by law or regulation, or required by the Justice Department, the FCC or other regulators to be divested in connection with any permitted acquisition consummated after the Closing Date will be excluded in

the calculation of the preceding caps); (ii) such asset sales are for fair market value as reasonably determined by the Borrowers or the applicable restricted subsidiary in good faith, (iii) the consideration for any such sales in excess of $50.0 million is at least 75% cash consideration (including designated non-cash consideration up to an amount to be agreed) and (iv) the proceeds of such asset sales are subject to the terms set forth in the section entitled “Mandatory Prepayments” hereof.

Notwithstanding anything herein to the contrary, Dispositions (as defined in the CVR Agreement) of any Company Spectrum (as defined in the CVR Agreement) to the extent proceeds thereof are required to be paid to the Holders (as defined in the CVR Agreement) under the Acquisition Agreement and the CVR Agreement, will be permitted in addition to the other baskets available for asset sales and will not be included in the caps set forth above. For the avoidance of doubt, proceeds of Dispositions (as defined in the CVR Agreement) of any Company Spectrum (as defined in the CVR Agreement) will, to the extent that such proceeds are not required to be paid to the Holders (as defined in the CVR Agreement) under the Acquisition Agreement and the CVR Agreement, be included in the calculation of usage of the baskets within the preceding caps on asset sales, and in each case be subject to the terms set forth in the section entitled “Mandatory Prepayments” hereof.

The Nexstar Borrower or any of its restricted subsidiaries that are Nexstar Guarantors will be permitted to:

a)    make acquisitions (each, a “Permitted Acquisition”), subject to the following terms and conditions: (i) except with respect to any Limited Condition Acquisition to the extent provided below, there is no default or event of default immediately before and immediately after giving pro forma effect to such acquisition, (ii) after giving effect thereto, the Borrowers are in compliance with the permitted lines of business covenant, (iii) all FCC licenses acquired in connection with such acquisition shall be acquired by (A) the Nexstar Borrower or a wholly-owned domestic subsidiary of the Nexstar Borrower or (B) by a shared services party that is party to any sharing arrangement with a Nexstar Entity and (iv) if the Borrowers or any of their restricted subsidiaries acquires the majority of the equity interests of any person in connection with such acquisition (provided, for the avoidance of doubt, that there shall be a sublimit on minority investments to be agreed) such person will become a restricted subsidiary and, to the extent required by, and subject to the limitations set forth in, “Guarantees” and “Security” above, the acquired company and its subsidiaries will become Guarantors and pledge their Collateral to the Senior Administrative Agent, and

b)    incur and/or assume indebtedness in connection with such Permitted Acquisitions, subject to the following terms and conditions: (i) except with respect to a Limited Condition Acquisition to the extent provided below, before and after giving effect thereto, no default or event of default has occurred and is continuing, (ii) if such indebtedness is incurred or assumed and is secured on a “first lien” basis (A) the First Lien Senior Secured Leverage Ratio would be, on a pro forma basis after giving effect to the incurrence of such indebtedness and such Permitted Acquisition or permitted investment or acquisition as if such transaction occurred on the first day of the applicable reference period, no

greater than 4.00x, and (B) to the extent such liens are on Collateral securing any of the Borrower Obligations, the beneficiaries thereof (or an agent on their behalf) shall have entered into a customary intercreditor agreement with the Senior Administrative Agent, (iii) if such indebtedness is incurred and is secured on a “junior lien” basis, (A) the Senior Secured Leverage Ratio would be, on a pro forma basis after giving effect to the incurrence of such indebtedness and such Permitted Acquisition, permitted investment or acquisition as if such transaction occurred on the first day of the applicable reference period, no greater than 5.50x, and (B) to the extent such liens are on Collateral securing any of the Borrower Obligations, the beneficiaries thereof (or an agent on their behalf) shall have entered into a customary intercreditor agreement with the Senior Administrative Agent and (iv) if such indebtedness is incurred and if such indebtedness is unsecured, the Total Leverage Ratio would be, on a pro forma basis after giving effect to the incurrence of such indebtedness and such Permitted Acquisition as if such Permitted Acquisition, permitted investment or acquisition occurred on the first day of the applicable reference period, no greater than 6.50x; provided that in each case of indebtedness assumed in connection with a Permitted Acquisition (x) such indebtedness was not incurred in contemplation of such Permitted Acquisition and (y) the only obligors with respect to any such indebtedness incurred shall be the original obligors of such indebtedness prior to such Permitted Acquisition (or in the case of a purchase of assets, the purchaser of such assets).

Sublimits in amounts to be agreed will be available within the baskets set forth above for use by the Mission Borrower, the Marshall Borrower and the Shield Borrowers.

In the case of the incurrence of any indebtedness (excluding, for the avoidance of doubt, indebtedness under the Revolving Facilities but including any Incremental Facilities) or liens or the making of any Permitted Acquisitions or other investments, restricted payments, prepayments of Specified Indebtedness or asset sales in connection with a Limited Condition Acquisition (as defined below), at the Nexstar Borrower’s option, the relevant ratios and baskets shall be determined, and any default or event of default blocker shall be tested, as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into and calculated as if the acquisition and other pro forma events in connection therewith were consummated on such date; provided that if the Nexstar Borrower has made such an election, in connection with the calculation of any ratio (other than for purposes of calculating compliance with the Financial Covenant) or basket with respect to the incurrence of any debt (including any Incremental Facilities) or liens, or the making of any Permitted Acquisitions or other investments, restricted payments, prepayments of Specified Indebtedness or asset sales on or following such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, any such ratio shall be calculated on a pro forma basis assuming such Limited Condition Acquisition and other pro forma events in connection therewith (including any incurrence of indebtedness) have been consummated.

As used herein, “Limited Condition Acquisition” means any acquisition by the Nexstar Borrower or one or more of its restricted subsidiaries permitted pursuant to the Senior Secured Credit Facilities Documentation whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

applicable Term B Facilities on a pro rata basis and pursuant to procedures reasonably acceptable to the Senior Administrative Agent, (ii) such Permitted Debt Exchange Instruments shall not be in a principal amount that exceeds the amount of Term B Loans subject to such exchange, plus fees, expenses, commissions, underwriting discounts and premiums payable in connection therewith, (iii) such Permitted Debt Exchange Instruments do not mature prior to the maturity date of, or have a shorter weighted average life than, the Term B Loans subject to such exchange, (iv) customary intercreditor agreements are entered into, (v) none of the Nexstar Borrower’s restricted subsidiaries is a borrower or guarantor with respect to any Permitted Debt Exchange Instruments unless such restricted subsidiary is a Guarantor which shall have previously or substantially concurrently Guaranteed the applicable Borrower Obligations and (vi) the terms and conditions of such Permitted Debt Exchange Instruments (excluding pricing and optional prepayment or redemption terms or covenants or other provisions applicable only to periods after the maturity date of the loans and commitments subject to such exchange) reflect market terms and conditions at the time of incurrence or issuance and shall not participate in mandatory prepayments on a greater than pro rata basis with the applicable Term B Facility.

Sublimits in amounts and terms to be agreed will be available within the baskets set forth above for use by the Mission Borrower, the Marshall Borrower and the Shield Borrowers.

The Senior Secured Credit Facilities Documentation will contain the following financial covenant (the “Financial Covenant”) with regard to the Borrowers and their restricted subsidiaries on a consolidated basis and applicable to (a) the Revolving Facilities in each case so long as there is a Revolving Commitment and/or Revolving Loans outstanding, (b) the Term A Facilities for so long as there are Term A Loans outstanding and (c) the Short Term Facility, for so long as there are Short Term Loans outstanding only (which covenant shall be tested on a trailing four quarter basis as of the last day of any fiscal quarter of the Borrowers (commencing with the first full fiscal quarter of the Borrowers following the Closing Date)):

A TBD maximum First Lien Senior Secured Leverage Ratio applicable on and after the first full fiscal quarter ending after the Closing Date, with one step-down to be determined, in each case to be set based on the financial model delivered to the Lead Arrangers on November 23, 2015 and subject to a minimum of 25% cushion.

For purposes of determining compliance with the Financial Covenant, any cash equity contribution (which shall be common equity or otherwise in a form reasonably acceptable to the Senior Administrative Agent) made to the Nexstar Borrower after the end of the relevant fiscal quarter and on or prior to the day that is 10 days after the day on which financial statements are required to be delivered for such fiscal quarter will, at the request of the Nexstar Borrower, be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the Financial Covenant at the end of such fiscal quarter and applicable subsequent periods which include such fiscal quarter (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified Equity Contribution”), subject solely to the following terms and conditions: (a) in each four fiscal quarter period, there shall be at least two fiscal quarters in respect of which no Specified Equity Contribution is made, (b) there shall be no more than five Specified Equity Contributions in the aggregate during the term of the Senior Secured Credit Facilities, (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Borrowers to be in pro forma compliance with the Financial Covenant, (d) all Specified Equity Contributions shall be disregarded for purposes of determining any baskets with respect to the covenants contained in the Senior Secured Credit Facilities Documentation and (e) there shall be no reduction in indebtedness in connection with any Specified Equity Contributions for determining compliance with the Financial Covenant and no Specified Equity Contribution will reduce (or count towards) net leverage/indebtedness for purposes of any calculation thereof for the fiscal quarter with respect to which such Specified Equity Contribution was made unless the proceeds are actually applied to prepay indebtedness under the Senior Secured Credit Facilities.

The Senior Secured Credit Facilities Documentation will contain provisions pursuant to which, subject to limitations on loans, advances and other investments in, unrestricted subsidiaries, the Borrowers will be permitted to designate any existing or subsequently acquired or organized subsidiary (other than the Borrowers) as an “unrestricted subsidiary” and subsequently re-designate any such unrestricted subsidiary as a restricted subsidiary, subject to the terms and conditions of the Existing Credit Agreements. The designation of any restricted subsidiary as an unrestricted subsidiary shall constitute an investment therein at the date of designation in an amount equal to the fair market value thereof.

The designation of any unrestricted subsidiary as a restricted subsidiary shall constitute the incurrence at the time of designation of any indebtedness or liens of such subsidiary existing at such time.

Amendments and waivers of the Senior Secured Credit Facilities Documentation will require the approval of Lenders holding more than 50% of the aggregate amount of the loans and, without duplication, commitments under the Senior Secured Credit Facilities (the “Required Lenders”), except that (i) the consent of each Lender directly and adversely affected thereby under each of the Nexstar Credit Facilities, the Mission Credit Facilities, the Marshall Credit Facilities and the Shield Credit Facilities shall be required with respect to only the following under each or any of the Nexstar Credit Facilities, the Mission Credit Facilities, the Marshall Credit Facilities or the Shield Credit Facilities: (A) increases in the commitment of such Lender, (B) reductions of principal, interest, fees, or (if any) prepayment premiums, (C) extensions of scheduled amortization payments, final maturity, interest, fees, or prepayment premiums and (D) changes in the pro rata payment or “waterfall” provisions of the Senior Secured Credit Facilities Documentation, (ii) the consent of 100% of the Lenders under each of the Nexstar Credit Facilities, the Mission Credit Facilities, the Marshall Credit Facilities and the Shield Credit Facilities will be required with respect to only the following under each or any of the Nexstar Credit Facilities, the Mission Credit Facilities, the Marshall Credit Facilities or the Shield Credit Facilities: (A) modifications to any of the voting percentages and (B) releases of all or substantially all of the value of the Guarantors or releases of all or substantially all of the Collateral, (iii) customary protections for the Senior Administrative Agent, the Swingline Lender and the Issuing Banks will be provided and (iv) any amendment or waiver that by its terms affects the rights or duties of Lenders holding loans or commitments of a particular class (but not the Lenders holding loans or commitments of any other class) will require only the requisite percentage in interest of the affected class of Lenders that would be required to consent thereto if such class of Lenders were the only class of Lenders. The consent of only the Lenders holding more than 50% of the commitments and loans under the Revolving Facilities, the Term A Facilities and the Short Term Facility shall be necessary to amend or waive the terms of (A) the Financial Covenant, (B) any Events of Default with respect to the failure to comply with the Financial Covenant, (C) provisions relating to any Specified Equity Contributions and (D) any definitions and related provisions solely as they relate to the foregoing clauses (A)-(C).

The Senior Secured Credit Facilities Documentation shall contain customary provisions for replacing non-consenting Lenders in connection with amendments and waivers requiring the consent of all relevant Lenders, or of all relevant Lenders directly affected thereby (and for replacing any lender that constitutes a non-extending lender in connection with an extension of the maturity date of the applicable Senior Secured Credit Facility as permitted under the section titled “Final Maturity and Amortization” hereof), so long as Lenders under the relevant Senior Secured Credit Facilities holding more than 50% of the aggregate amount of the loans and commitments under the relevant Senior Secured Credit Facilities shall have consented thereto.

The Senior Secured Credit Facilities Documentation will include customary tax gross-up, cost and yield protection provisions. Protection for increased costs imposed as a result of rules enacted or promulgated under the Dodd-Frank Act or Basel III before or after the Closing Date shall be included in the Senior Secured Credit Facilities Documentation.

After the Closing Date, the Lenders will be permitted to assign (a) loans and/or commitments under the Term Facilities with the consent of the Nexstar Borrower and the Senior Administrative Agent (in each case not to be unreasonably withheld or delayed), and (b) loans and commitments under the Revolving Facilities with the consent of the Nexstar Borrower, the Swingline Lender (with respect to the Nexstar Revolving Facility), the Issuing Banks (with respect to the Nexstar Revolving Facility) and the Senior Administrative Agent (in each case not to be unreasonably withheld or delayed); provided that (A) no assignment may be made to a natural person or a Disqualified Lender to the extent the list of Disqualified Lenders is made available to all Lenders, (B) no consent of the Borrowers shall be required (i) after the occurrence and during the continuance of a payment or bankruptcy (with respect to the applicable Borrower) event of default or (ii) with

respect to any Term Loans, if such assignment is an assignment to another Lender, an affiliate of a Lender or an approved fund; provided that the Borrowers shall have deemed to consent to any such assignment requiring its consent unless it shall object thereto by written notice to the Senior Administrative Agent within ten business days after receipt of written notice thereof and (C) no consent of the Senior Administrative Agent shall be required with respect to assignment of any Term Loans, if such assignment is an assignment to another Lender, an affiliate of a Lender or an approved fund.

Each assignment (other than to another Lender, an affiliate of a Lender or an approved fund) will be in an amount of an integral multiple of $1 million in the case of the Term Facilities and $5 million in the case of the Revolving Facilities (or lesser amounts, if agreed between the applicable Borrower and the Senior Administrative Agent) or, if less, all of such Lender’s remaining loans and commitments of the applicable class. Assignments will be by novation and will not be required to be pro rata with respect to the Senior Secured Credit Facilities for each respective Borrower; provided that assignments of (i) Revolving Loans and commitments under the Revolving Facilities shall be made pro rata among the Nexstar Revolving Facility, the Mission Revolving Facility, the Marshall Revolving Facility and the Shield Revolving Facility, as applicable, (ii) Term A Loans shall be made pro rata among the Nexstar Term A Facility, the Mission Term A Facility, the Marshall Term Facility and the Shield Term A Facility, as applicable and (iii) Term B Loans shall be made pro rata among the Nexstar Term B Facility, the Mission Term B Facility and the Shield Term B Facility, as applicable. The Senior Administrative Agent shall receive a processing and recordation fee of $3,500 for each assignment (unless waived by the Senior Administrative Agent).

The Senior Administrative Agent shall be entitled to make available to all Lenders the list of Disqualified Lenders. In addition, each assignment and assumption shall include a representation that the assignee is not a Disqualified Lender (and the Senior Administrative Agent may rely conclusively on such representation). The Senior Administrative Agent shall not be responsible or have any liability for, or have any duty to

ascertain, inquire into, monitor or enforce, compliance with the provisions of the Senior Secured Credit Facilities Documentation relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Senior Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or participant or prospective Lender or participant is a Disqualified Lender or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Lender. For the avoidance of doubt, any assignment to any Disqualified Lender shall not be void, but shall be subject to customary provisions pursuant to which the applicable Borrowers shall be entitled to terminate the commitments of such Disqualified Lender and repurchase its Loans.

The Lenders will be permitted to sell participations in loans and commitments without restriction in accordance with applicable law and subject to limitations consistent with the Documentation Principles; provided that participations shall not be permitted to be sold to Disqualified Lenders to the extent the list of Disqualified Lenders is made available to all Lenders. Voting rights of participants shall be limited to matters set forth under “Voting” above with respect to which the unanimous vote of all Lenders (or all directly and adversely affected Lenders, if the participant is directly and adversely affected) would be required.

Subject to the limitations set forth in the Commitment Letter, the Borrowers shall pay all reasonable and documented or invoiced out-of-pocket costs and expenses of the Senior Administrative Agent and the Commitment Parties (without duplication) associated with the syndication of the Senior Secured Credit Facilities and the preparation, execution and delivery, administration, amendment, modification, waiver and/or enforcement of the Senior Secured Credit Facilities Documentation (limited, in the case of legal fees, to the reasonable and documented out-of-pocket fees, disbursements and other charges of (i) the one primary counsel identified herein or otherwise retained (except in the context of enforcement) with the Borrowers’ consent (such consent not to be unreasonably withheld or delayed)), (ii) one special FCC counsel to the Senior Administrative Agent and (iii) if necessary, one local counsel to the Senior Administrative Agent in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions).

The Borrowers will indemnify the Senior Administrative Agent, the Commitment Parties, the Lenders and their affiliates, and the directors, officers, employees, counsel, agents, advisors and other representatives of the foregoing, and hold them harmless from and against any and all losses, liabilities, damages, claims and reasonable and documented or invoiced out-of-pocket fees and expenses (limited, in the case of legal fees, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel for all indemnified parties and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all indemnified parties (and, in the case of an actual or perceived conflict of interest, where the indemnified person affected by such conflict informs the Borrowers of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected indemnified person)) of any such indemnified person arising out of or relating to any claim or any litigation or other proceeding (regardless of whether such indemnified person is a party thereto and whether or not

such proceedings are brought by any of the Borrowers, its equity holders, its affiliates, creditors or any other third person) that relates to the Transactions, including the financing contemplated hereby; provided that no indemnified person will be indemnified for any liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements to the extent it has resulted from (i) the gross negligence, bad faith or willful misconduct of such person or any of its controlled affiliates or controlling persons or any of its Related Indemnified Parties (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (ii) a material breach of the Senior Secured Credit Facilities Documentation by any such person or one of its controlled affiliates or (iii) disputes between and among indemnified persons to the extent such disputes do not arise from any act or omission of any of the Borrowers or any of its affiliates (other than claims against an indemnified person acting in its capacity as an agent or arranger or similar role under the Senior Secured Credit Facilities.

With respect to Term A Loans, at the option of the Nexstar Borrower, LIBOR plus 3.25% or the Base Rate plus 2.25% (subject to one step-down based on the First Lien Senior Secured Leverage Ratio to be agreed following delivery by the Borrowers to the Senior Administrative Agent of financial statements for the first full fiscal quarter completed after the Closing Date).

With respect to Term B Loans, at the option of the Nexstar Borrower, LIBOR plus 4.25% or the Base Rate plus 3.25% (subject to one step-down based on the First Lien Senior Secured Leverage Ratio to be agreed following delivery by the Borrowers to the Senior Administrative Agent of financial statements for the first full fiscal quarter completed after the Closing Date).

With respect to Short Term Loans, at the option of the Nexstar Borrower, LIBOR plus 3.25% or the Base Rate plus 2.25%.

With respect to swingline borrowings, the Base Rate plus the applicable margin for Base Rate Revolving Loans.

All capitalized terms used but not defined herein shall have the meaning given them in the Commitment Letter to which this Term Sheet is attached, including Exhibit A thereto.

Each Bridge Lender shall have the absolute and unconditional right to resell or assign the Bridge Loans or commitments held by it in compliance with applicable law to any third party (other than a Disqualified Lender) at any time, in consultation with (but without the consent of) the Borrower; provided that, for the twelve month period commencing on the Closing Date and so long as no payment or bankruptcy (with respect to the Borrower) event of default shall have occurred and be continuing, the consent of the Borrower (not to be unreasonably withheld or delayed) shall be required with respect to any assignment that would result in the Initial Lenders collectively holding less than 50.1% of the aggregate outstanding principal amount of the Bridge Loans. The Bridge Administrative Agent shall receive a processing and recordation fee of $3,500 for each assignment (unless waived by the Bridge Administrative Agent).

The Bridge Lenders will be permitted to sell participations in loans and commitments without restriction (other than to a Disqualified Lender). Voting rights of participants shall be limited to matters in respect of (a) increase in commitments participated to such participants, (b) reductions of principal, interest or fees, (c) extensions of final maturity or the due date of any interest or fee payment, (d) releases of all or substantially all of the value of the Guarantors (other than as a result of release under the Senior Secured Credit Facilities (other than in connection with the termination thereof)), (e) changes in voting threshold and (f) additional restrictions on exchanging Bridge Loans for Exchange Notes. The Bridge Loan Documentation will contain customary provisions for replacing non-consenting Bridge Lenders.