Registration Rights Agreement



 Exhibit 10.1 

EXECUTION VERSION 
  

 
 REGISTRATION RIGHTS AGREEMENT

 by and among 

NEXSTAR BROADCASTING, INC., 

MISSION BROADCASTING, INC., 

NEXSTAR BROADCASTING GROUP, INC. 

and 
 BANC OF
AMERICA SECURITIES LLC 
 UBS SECURITIES LLC 

DEUTSCHE BANK SECURITIES INC. 

RBC CAPITAL MARKETS CORPORATION 
  

 
 Dated as of
April 19, 2010 
  
  

 
  







 REGISTRATION RIGHTS AGREEMENT 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 19, 2010 by and among
Nexstar Broadcasting, Inc., a Delaware corporation (“Nexstar”), Mission Broadcasting, Inc., a Delaware corporation (“Mission” and, together with Nexstar, the “Issuers”), and Nexstar Broadcasting
Group, Inc. (“Parent” and “Guarantor” and, together with the future domestic restricted subsidiaries of the Issuers, the “Guarantors”) and Banc of America Securities LLC, UBS Securities LLC,
Deutsche Bank Securities Inc. and RBC Capital Markets Corporation (collectively, the “Representatives”), as representative of the several initial purchasers listed on Schedule I to the Purchase Agreement (each an “Initial
Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 8.875% Senior Secured Second Lien Notes due 2017 (the “Initial Notes”) pursuant to the Purchase
Agreement (as defined below). The Notes will be guaranteed (the “Note Guarantees”), jointly and severally, by the Guarantors pursuant to the terms of the Indenture. The Notes and the Note Guarantees are herein collectively referred
to as the “Securities”. 
 This Agreement is made pursuant to the Purchase Agreement, dated as of April 8,
2010 (the “Purchase Agreement”), among the Issuers, Parent and each of Representatives on behalf of itself and each of the other Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of
the holders from time to time of the Securities. In order to induce the Initial Purchasers to purchase the Securities, the Issuers have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this
Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(i) of the Purchase Agreement. 

The parties hereby agree as follows: 

Section 1. Definitions 

As used in this Agreement, the following capitalized terms shall have the following meanings: 

“Additional Interest Payment Date” means, with respect to the Securities, each Interest Payment Date. 

“Advice” has the meaning set forth in Section 6(c) hereof. 

“Broker-Dealer” means any broker or dealer registered under the Exchange Act. 

“Business Day” means any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking
institutions or trust companies located in New York, New York are authorized or obligated to be closed. 
 “Closing
Date” means the date of this Agreement. 
 “Commission” means the Securities and Exchange Commission.

 “Consummate” means a registered Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such
Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Issuers to the Registrar
under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Securities that were tendered by Holders thereof pursuant to the Exchange Offer. 

“Effectiveness Target Date” has the meaning set forth in Section 5 hereof. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulation promulgated
thereunder. 
 “Exchange Offer” means the registration by the Issuers under the Securities Act of the Exchange
Securities pursuant to a Registration Statement pursuant to which the Issuers offer the Holders of all outstanding Transfer 
  


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Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the
aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. 

“Exchange Offer Registration Statement” means the Registration Statement relating to the Exchange Offer, including the
related Prospectus. 
 “Exchange Securities” means the 8.875% Senior Secured Second Lien Notes due 2017 of the
same series under the Indenture as the Notes, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement, which term shall include any and all Note Guarantees related thereto. 

“FINRA” means the Financial Industry Regulatory Authority. 

“Guarantors” has the meaning set forth in the preamble hereto. 

“Holders” has the meaning set forth in Section 2(b) hereof. 

“Indemnified Holder” has the meaning set forth in Section 8(a) hereof. 

“Indenture” means the Indenture dated as of April 19, 2010 (the “Indenture”), among the Issuers,
Parent and The Bank of New York Mellon, as trustee (the “Trustee”) and as collateral agent, pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the
terms thereof. 
 “Initial Placement” means the issuance and sale by the Issuers of the Securities to the
Initial Purchasers pursuant to the Purchase Agreement. 
 “Initial Purchasers” has the meaning set forth in the
preamble hereto. 
 “Interest Payment Date” has the meaning set forth in the Indenture and the Notes.

 “Issuers” has the meaning set forth in the preamble hereto. 

“Nexstar” has the meaning set forth in the preamble hereto. 

“Note Guarantees” has the meaning set forth in the preamble hereto. 

“Notes” has the meaning set forth in the preamble hereto. 

“Parent” has the meaning set forth in the preamble hereto. 

“Person” means an individual, partnership, corporation, limited liability company, joint venture, association, joint
stock company, trust or unincorporated organization, or a government or any agency or political subdivision thereof or any other entity. 

“Prospectus” means the prospectus included in a Registration Statement, as amended or supplemented by any prospectus
supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. 

“Purchase Agreement” has the meaning set forth in the preamble hereto. 

“Record Holder” means, with respect to any Damages Payment Date relating to the Notes, each Person who is a Holder of
Notes on the record date with respect to the Interest Payment Date on which such Damages Payment Date shall occur. 
  

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 “Registration Default” has the meaning set forth in Section 5
hereof. 
 “Registration Statement” means any registration statement of the Issuers relating to (a) an
offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in
each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. 

“Representatives” has the meaning set forth in the preamble hereto. 

“Securities” has the meaning set forth in the preamble hereto. 

“Securities Act” means the Securities Act of 1933, as amended. 

“Shelf Filing Deadline” has the meaning set forth in Section 4 hereof. 

“Shelf Registration Statement” has the meaning set forth in Section 4 hereof. 

“Transfer Restricted Securities” means each Security, until the earliest to occur of (a) the date on which such
Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act and (b) the date on which such
Security has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement. 

“Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa77bbbb) as in effect on the
date of the Indenture. 
 “Underwritten Registration” or “Underwritten Offering” means a
registration in which securities of the Issuers are sold to an underwriter for reoffering to the public. 
 Section 2.
Securities Subject to this Agreement 
 (a) Transfer Restricted Securities. The securities entitled to the
benefits of this Agreement are the Transfer Restricted Securities. 
 (b) Holders of Transfer Restricted Securities. A
Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities. 

Section 3. Registered Exchange Offer 

(a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in
Section 6(a) hereof have been complied with), each of the Issuers and the Guarantors shall (i) cause to be filed with the Commission no later than 270 days after the Closing Date (or if such 270th day is not a Business Day, the next
succeeding Business Day), a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) use their reasonable best efforts to cause such Registration Statement to become effective no later
than 365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding Business Day), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be
necessary in order to cause such Registration Statement to become effective, (B) if applicable, file a post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary
filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon
the effectiveness of such Registration Statement, commence the Exchange Offer and issue Exchange Securities in exchange for all Transfer Restricted Securities tendered pursuant to the Exchange Offer. The Exchange Offer shall be on the appropriate
form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

  

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 (b) The Issuers and the Guarantors shall cause the Exchange Offer Registration Statement to
be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no
event shall such period be less than 20 Business Days after the date notice of the Exchange Offer is mailed to the Holders. The Issuers and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities
laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement. The Issuers and the Guarantors shall use their reasonable best efforts to cause the Exchange Offer to be Consummated on the
earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 45 Business Days after the date on which the Exchange Offer Registration Statement has been declared effective (or if such
45th day is not a Business Day, the next succeeding Business Day), unless required by any applicable federal securities laws. 

(c) The Issuers shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange
Offer Registration Statement that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities
acquired directly from the Issuers) may exchange such Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must,
therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by
the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that
the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer
except to the extent required by the Commission as a result of a change in policy after the date of this Agreement. 
 Each of
the Issuers and the Guarantors shall use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent
necessary to ensure that it is available for resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer
Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. 

The Issuers shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time
during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales. 

Section 4. Shelf Registration 

(a) Shelf Registration. If (i) the Issuers are not required to file an Exchange Offer Registration Statement or to consummate
the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is not
Consummated within 45 Business Days after the date on which the Exchange Offer registration Statement was declared effective (or if such 45th day is not a Business Day, the next succeeding Business Day) or (iii) with respect to any Holder of
Transfer Restricted Securities (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to
the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Transfer
Restricted Securities acquired directly from the Issuers or one of their affiliates, then, upon such Holder’s request, the Issuers and the Guarantors shall: 

(x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an
amendment to the Exchange Offer Registration Statement (in either event, a “Shelf Registration Statement”) as promptly as practicable (such date being the “Shelf Filing Deadline”), which Shelf Registration Statement
shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and 

 

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 (y) use their reasonable best efforts to cause such Shelf Registration
Statement to be declared effective by the Commission on or before the 150th day after the Shelf Filing Deadline (or if such 150th day is not a Business Day, the next succeeding Business Day). 

Each of the Issuers and the Guarantors shall use their reasonable best efforts to keep such Shelf Registration Statement continuously
effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities by the Holders of such Transfer
Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from
time to time, for a period of at least one year following the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Transfer Restricted Securities covered by such Shelf Registration Statement have
been sold pursuant to such Shelf Registration Statement). 
 (b) Provision by Holders of Certain Information in Connection
with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the
Issuers in writing, within 20 Business Days after receipt of a request therefor, such information as the Issuers may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included
therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuers all information required to be disclosed in order to make the information previously furnished to the Issuers by such
Holder not materially misleading. 
 Section 5. Additional Interest 

If (i) the Exchange Offer Registration Statement is not filed with the Commission within 270 days after the Closing Date,
(ii) the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to 365 days after the Closing Date (the “Effectiveness Target Date”), (iii) the Exchange Offer has not been
Consummated within 45 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement, (iv) the Shelf Registration Statement has not been declared effective 150 days after any obligation to file the
Shelf Registration Statement pursuant to this Agreement or (v) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose
without being succeeded immediately by a post effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (v), a
“Registration Default”), the Issuers and the Guarantors hereby agree the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the
occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum. Following the cure of all Registration Defaults relating
to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if
after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. 

All obligations of the Issuers and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer
Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Transfer Restricted Security shall have been satisfied in full. 

 

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 Notwithstanding anything to the contrary herein, the increased interest rate described in
this Section 5 is the sole and exclusive remedy available to Holders due to a Registration Default, so long as the Issuers and the Guarantors are acting in good faith hereunder, including, without limitation, with respect to satisfying their
obligations under this Agreement. 
 Section 6. Registration Procedures 

(a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Issuers and the Guarantors shall comply with
all of the provisions of Section 6(c) hereof, shall use their reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of
distribution thereof, and shall comply with the following provision: 
 (i) As a condition to its participation
in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be
contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of an Issuer, (B) it is not engaged in, and does not intend to engage in, and has no
arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all
such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to
participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and
Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action
letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction
and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of
Exchange Securities obtained by such Holder in exchange for Transfer Restricted Securities acquired by such Holder directly from the Issuers. 

(b) Shelf Registration Statement. In connection with a Shelf Registration Statement, each of the Issuers and the Guarantors shall
comply with all the provisions of Section 6(c) hereof and shall use their reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or
methods of distribution thereof, and pursuant thereto each of the Issuers and the Guarantors will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under
the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof. 

(c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the
sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Transfer Restricted Securities by Broker-Dealers), each of the Issuers and the
Guarantors shall: 
 (i) use their reasonable best efforts to keep such Registration Statement continuously
effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors) for the period specified in Section 3 or 4 hereof, as
applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of
Transfer Restricted Securities during the period required by this Agreement, the Issuers and the Guarantors shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or
omission, and, in the case of either clause (A) or (B), use their reasonable best efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s)
as soon as practicable thereafter; 
  

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 (ii) use their reasonable best efforts to prepare and file with the
Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as
applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the
Prospectus; 
 (iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested by such
Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same
has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any
jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus,
any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not
misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or
exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of the Issuers and the Guarantors shall use their reasonable best efforts to obtain the withdrawal or lifting of such order at the
earliest possible time; 
 (iv) furnish without charge to counsel for the Initial Purchasers, each selling Holder
named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration
Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriter(s), if applicable, in
connection with such sale, if any, for a period of at least five Business Days, and the Issuers will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including
all such documents incorporated by reference) to which an Initial Purchaser or Holder of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within five Business
Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of the Initial Purchasers or underwriter(s), if any, shall be deemed to be reasonable if such
Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission; 

(v) promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or
Prospectus, provide copies of such document to counsel for the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriter(s), if any, make the representatives of the Issuers and the Guarantors available for
discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request; 

 

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 (vi) make available at reasonable times for inspection by the Initial
Purchasers, the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement, and any attorney or accountant retained by the Initial Purchasers or any of the underwriter(s), all financial and other
records, pertinent corporate documents and properties of each of the Issuers and the Guarantors and cause the Issuers’ and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder,
underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent
requested by the managing underwriter(s), if any; 
 (vii) if requested by any selling Holders or the
underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request
to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being
sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after the Issuers are notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; 

(viii) cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate
rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Transfer Restricted Securities covered thereby or the underwriter(s), if any; 

(ix) if such documents are not publicly available from the Commission, furnish to counsel for the Initial Purchasers, each
selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents
incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference); 
 (x)
deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; each of
the Issuers and the Guarantors hereby consent to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer
Restricted Securities covered by the Prospectus or any amendment or supplement thereto; 
 (xi) enter into such
agreements (including an underwriting agreement), and make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant
to any Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant
to any Registration Statement contemplated by this Agreement; and each of the Issuers and the Guarantors shall: 

(A) furnish to each Initial Purchaser, each selling Holder, and each underwriter(s), if any, in such substance and scope
as they may request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the Consummation of the Exchange Offer and, if applicable, the effectiveness of the Shelf Registration Statement, a
certificate, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the President or any Vice President and (z) a principal financial or
accounting officer of each of the Issuers and the Guarantors, confirming, as of the date thereof, the matters set forth in paragraphs (i), (ii), (iii) and (iv) of Section 5(g) of the Purchase Agreement and such other matters as such
parties may reasonably request; 
  

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 (B) set forth in full or incorporate by reference in the underwriting
agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and 

(C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance
with Section 6(c)(xi) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Issuers or any of the Guarantors pursuant to this Section 6(c)(xi), if any.

 If at any time the representations and warranties of the Issuers and the Guarantors contemplated in
Section 6(c)(xi)(A) hereof cease to be true and correct, the Issuers or the Guarantors shall so advise the Initial Purchasers and the underwriters, if any, and each selling Holder promptly and, if requested by such Persons, shall confirm
such advice in writing; 
 (xii) prior to any public offering of Transfer Restricted Securities, cooperate with
the selling Holders, the underwriters(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or blue sky laws of such jurisdictions as the selling
Holders or underwriter(s), if any, may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement;
provided, however, that none of the Issuers or the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits
or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject; 

(xiii) issue, upon the request of any Holder of Transfer Restricted Securities covered by the Shelf Registration
Statement, Exchange Securities, having an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Securities surrendered to the Issuers by such Holder in exchange therefor or being sold by such Holder; such Exchange
Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Transfer Restricted Securities held by such Holder shall be surrendered to the Issuers for cancellation;

 (xiv) cooperate with the selling Holders and underwriter(s), if any, to facilitate the timely preparation and
delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or
underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s); 

(xv) use its reasonable best efforts to cause the Transfer Restricted Securities covered by the Registration Statement to
be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities,
subject to the proviso contained in Section (6)(xii) hereof; 
 (xvi) if any fact or event
contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any
other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements
therein not misleading; 
 (xvii) provide a CUSIP number for all Securities not later than the effective date of
the Registration Statement covering such Securities and provide the Trustee under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with The Depository Trust Company and take all other action
necessary to ensure that all Securities are eligible for deposit with The Depository Trust Company; 
  

 9 








 (xviii) cooperate and assist in any filings required to be made with FINRA
and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of FINRA; 

(xix) otherwise use their reasonable best efforts to comply with all applicable rules and regulations of the Commission,
and make generally available to their security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 of the Securities Act (which need not be audited) for the twelve-month period (A) commencing
at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month
of the Issuers’ first fiscal quarter commencing after the effective date of the Registration Statement; 

(xx) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first
Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance
with the terms of the Trust Indenture Act; and to execute and use their reasonable best efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with
the Commission to enable such Indenture to be so qualified in a timely manner; 
 (xxi) cause all Transfer
Restricted Securities covered by the Registration Statement to be listed on each securities exchange or automated quotation system on which similar securities issued by the Issuers, if any, are then listed if requested by the Holders of a majority
in aggregate principal amount of Securities or the managing underwriters(s), if any; and 
 (xxii) provide
promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act, unless such documents are publicly available with the Commission. 

Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Issuers of the existence of
any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder’s receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Issuers that the use of the Prospectus may be resumed, and has received
copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Issuers, each Holder will deliver to the Issuers (at the Issuers’ expense) all copies, other than permanent file copies
then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Issuers shall give any such notice, the time period regarding the
effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to
Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi)
hereof or shall have received the Advice; however, no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed
that the Issuers’ option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5 hereof. 

Section 7. Registration Expenses 

(a) All expenses incident to the Issuers’ or the Guarantors’ performance of or compliance with this Agreement will be borne by
the Issuers or the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial
Purchaser or Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of FINRA)); (ii) all fees and expenses of
compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and

  

 10 








 
printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Issuers, the Guarantors and, subject to Section 7(b) below,
the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a national securities exchange or automated quotation system pursuant to the requirements thereof; and
(vi) all fees and disbursements of independent certified public accountants of the each of the Issuers and the Guarantors (including the expenses of any special audit and comfort letters required by or incident to such performance). 

Each of the Issuers and the Guarantors will, in any event, bear their internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Issuers or any Guarantor. 

(b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer
Registration Statement and the Shelf Registration Statement), the Issuers and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or
resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one
counsel, who shall be Shearman & Sterling LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

 Section 8. Indemnification 

(a) The Issuers and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder, (ii) each
Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a
“controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter
be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred,
reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including
the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to
any of the Holders furnished in writing to the Issuers by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Issuers or any of the Guarantors may otherwise have. 

In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted
against any of the Indemnified Holders with respect to which indemnity may be sought against the Issuers or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Issuers
and the Guarantors in writing; provided, however, that the failure to give such notice shall not relieve any of the Issuers or the Guarantors of their respective obligations pursuant to this Agreement. Such Indemnified Holder shall have the
right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Issuers and the Guarantors (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled
to indemnification hereunder). The Issuers and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the
Holders. The Issuers and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the Issuers’ prior written consent, which consent shall not be withheld unreasonably, and

  

 11 








 
each of the Issuers and the Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of
any action effected with the written consent of the Issuers. The Issuers and the Guarantors shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to
terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise,
consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding. 

(b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Issuers and the
Guarantors and their respective directors, officers of the Issuers who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Issuers, and
the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Issuers and the Guarantors to each of the Indemnified Holders, but only with respect to
claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Issuers or their directors or officers
or any such controlling Person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Issuers and the Guarantors or its directors or officers or such
controlling Person shall have the rights and duties given to each Holder by the preceding paragraph. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the proceeds received by such Holder
upon the sale of the Securities giving rise to such indemnification obligation. 
 (c) If the indemnification provided for in
this Section 8 is unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages,
liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Issuers and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which
in the case of the Issuers and the Guarantors shall be deemed to be equal to the total net proceeds from the Initial Placement as set forth on the cover page of the Offering Memorandum, the amount of Additional Interest which did not become payable
as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments, actions or expenses, or if such allocation is not permitted by applicable law, the relative fault of the Issuers and the
Guarantors, on the one hand, and of the Indemnified Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable
considerations). The relative fault of the Issuers and the Guarantors on the one hand and of the Indemnified Holder on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuers or the Guarantors or by the Indemnified Holder and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set
forth in the second paragraph of Section 8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. 

Each of the Issuers and Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if
contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be
deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the sale of
Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the amount paid by such Holder for such Transfer Restricted Securities and (ii)

 

 12 








 
the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to
this Section 8(c) are several in proportion to the respective principal amount of Securities held by each of the Holders hereunder and not joint. 

Section 9. Rule 144A 

Each of the Issuers and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain
outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act. 

Section 10. Participation in Underwritten Registrations. 

No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s
Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney,
indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements. 

Section 11. Selection of Underwriters.  

The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer
Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount
of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Issuers. 

Section 12. Miscellaneous 

(a) Remedies. Each of the Issuers and the Guarantors hereby agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate. 

(b) No Inconsistent Agreements. Each of the Issuers will not, and the Guarantors will not, on or after the date of this Agreement
enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Issuers nor the Guarantors have previously entered
into any agreement granting any registration rights with respect to the Securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the
Issuers’ respective securities under any agreement in effect on the date hereof. 
 (c) Adjustments Affecting the
Securities. Neither the Issuers nor any Guarantor will take any action, or permit any change to occur, with respect to the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

 (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers
or consents to or departures from the provisions hereof may not be given unless the Issuers have obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer
Restricted Securities held by the Issuers or their affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively 

 

 13 








 
to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not
being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided, however, that, with respect to any matter
that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Issuers shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or
departure is to be effective. 
 (e) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery: 

 

	 	(i)	if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture;


  

	 	(ii)	if to Nexstar or Parent: 


Nexstar Broadcasting, Inc. 

5215 N. O’Connor Blvd., Suite 1400 

Irving, Texas 75039 

Facsimile: (972) 373-8888 

Attention: Chief Financial Officer 

with a copy to: 

Kirkland & Ellis LLP 

601 Lexington Avenue 

New York, New York 10022 

Facsimile: (212) 446-6460 

Attention: Joshua N. Korff, Esq. 
  

	 	(iii)	if to Mission: 

 Mission
Broadcasting, Inc. 
 7650 Chippewa Road, Suite 305 

Brecksville, Ohio 44141 

Facsimile: (330) 336-8454 

Attention: David S. Smith 

All such notices and communications shall be deemed to have been duly given at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight
delivery. 
 Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving
the same to the Trustee at the address specified in the Indenture. 
 (f) Successors and Assigns. This Agreement shall
inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however,
that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder. 

 

 14 








 (g) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

(h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the
meaning hereof. 
 (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF. 
 (j) Severability. In the event that
any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby. 
 (k) Entire Agreement. This Agreement
is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no
restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Issuers with respect to the Transfer Restricted Securities. This Agreement supersedes all
prior agreements and understandings between the parties with respect to such subject matter. 
 (l) Additional
Guarantors. In the event that any other entity becomes a Guarantor of the Notes pursuant to the terms of the Indenture, the Issuers shall cause such additional Guarantor to become a party to this Agreement. 

 

 15 








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above. 
  

					
	NEXSTAR BROADCASTING, INC.
		
	By:	 	
 




		 	Name:	 	Thomas E. Carter
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	NEXSTAR BROADCASTING GROUP, INC.
		
	By:	 	
 




		 	Name:	 	Thomas E. Carter
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	MISSION BROADCASTING, INC.
		
	 By:
	 	
 




		 	Name:	 	David S. Smith
		 	Title:	 	President


 Signature Page to the
Registration Rights Agreement 







 The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written. 
 BANC OF AMERICA SECURITIES LLC 

UBS SECURITIES LLC 

DEUTSCHE BANK SECURITIES INC. 

RBC CAPITAL MARKETS CORPORATION 

Acting as Representatives of the several Initial 

Purchasers named in the attached Schedule A. 
  

					
	BANC OF AMERICA SECURITIES LLC
		
	By:	 	
 




		 	Name:	 	Daniel Kelly
		 	Title:	 	Managing Director
	
	UBS SECURITIES LLC
		
	 By:
	 	
 




		 	Name:	 	David W. Barth
		 	Title:	 	Managing Director
		 		 	High Yield Capital Markets
		
	By:	 	
 




		 	Name:	 	Michael Lawton
		 	Title:	 	Director
	
	DEUTSCHE BANK SECURITIES INC.
		
	 By:
	 	
 




		 	Name:	 	Alexandra Barth
		 	Title:	 	Managing Director
		
	 By:
	 	
 




		 	Name:	 	Stephanie L. Perry
		 	Title:	 	Managing Director
	
	RBC CAPITAL MARKETS CORPORATION
		
	 By:
	 	
 




		 	Name:	 	David Capaldi
		 	Title:	 	Managing Director

 Signature Page to the
Registration Rights Agreement