MARSHALL BROADCASTING GROUP, INC.,1 Debtor

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

In re: Chapter 11

MARSHALL BROADCASTING GROUP, Case No. 19-36743 (DRJ) INC.,1 Debtor.

PRELIMINARY OBJECTION OF NEXSTAR BROADCASTING, INC. TO DEBTOR’S EMERGENCY MOTION FOR INTERIM AND FINAL ORDERS (A) AUTHORIZING USE OF CASH COLLATERAL PURSUANT TO SECTION 363(C) AND (B) SCHEDUL- ING A FINAL HEARING PURSUANT TO BANKRUPTCY RULE 4001

Nexstar Broadcasting, Inc. (“Nexstar”) states as follows in support of this Preliminary Ob- jection to Debtor’s Emergency Motion for Interim and Final Orders (A) Authorizing Use of Cash

Collateral Pursuant to Section 363(c) and (B) Scheduling a Final Hearing Pursuant to Bankruptcy

Rule 4001 (the “Cash Collateral Motion”).

I. Background

1. Nexstar is the largest unsecured creditor of Marshall Broadcasting Group, Inc.

(“MBG” or “Debtor”) and is owed over $14 million by MBG due to MBG’s unpaid fees under three Shared Services Agreements (“SSAs”)—one for each of the three stations owned by MBG.

Pursuant to each of these agreements, Nexstar provides the real estate and virtually all of the services necessary to operate a television station—including the buildings where MBG’s stations are housed, hours of daily news programming, production of local commercials, sequencing of when to run commercials, along with other crucial back office support. Notably, while MBG has filed

1 The last four digits of the Debtor’s federal tax identification number are (7805). Case 19-36743 Document 23 Filed in TXSB on 12/09/19 Page 2 of 8

a motion to reject one type of contract between Nexstar and MBG (the Joint Services Agreements,

pursuant to which Nexstar and MBG jointly shared in certain advertising revenue if Nexstar chose to place advertising for MBG),2 MBG is not seeking to reject the SSAs. This decision reflects the

central role that the services provided by Nexstar under the SSAs play in the operation of the three

television stations owned by MBG. Nonetheless, MBG’s proposed interim budget does not in-

clude MBG actually paying Nexstar for any of these services from its cash collateral. Because

Nexstar is obligated (and will continue) to provide these vital services to Nexstar, MBG should not be permitted to receive them gratis. Nexstar therefore objects to the Debtor’s Cash Collateral

Motion on this basis.3

2. Nexstar is one of the largest operators of television stations in the United States. In

2014, Nexstar was expanding its ownership of television stations, in part by acquiring stations

from Communications Corporation of America and Grant Broadcasting. In order to complete

these transactions, Nexstar needed to find a buyer for three television stations—KLJB in Daven-

port, Iowa (“KLJB”), KPEJ in Odessa, Texas (“KPEJ”), and KMSS in Shreveport, Louisiana

(“KMSS”) (collectively, “the Stations”)—because FCC regulations limit the number of stations

any one entity can own in a single market.

2 While not directly relevant to this Objection, Nexstar notes that the Debtor’s Motion to Reject Three (3) Executory Contracts with Nexstar Broadcasting, Inc. Effective as of December 6, 2019, Dkt. 17 (as well as the Declaration of Pluria Marshall, Jr. in Support of Chapter 11 Petition and First Day Motions, Dkt. 18) are replete with falsehoods and mischaracterizations about Nexstar and the relationship between Nexstar and MBG. Nexstar reserves all its rights to respond at the appropriate time. 3 Nexstar is aware that secured creditor Mission Broadcasting Group, Inc. (“Mission”) is filing its own objection to the Debtor’s application. Nexstar joins in, and adopts by reference, the arguments raised in Mission’s objection. 2

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3. After the FCC declined to approve the sale of the Stations to Mission Broadcasting,

Inc., Nexstar identified Pluria Marshall, Jr. as a potential buyer, and offered him the opportunity

to purchase the Stations. Marshall created Marshall Broadcasting Group for the purpose of this

transaction and obtained a nearly $60 million loan from a consortium of lenders, guaranteed at the

time by Nexstar, to purchase the Stations.

4. As part of this transaction, Nexstar and MBG entered into three separate SSAs—

one for each of the Stations.4 Pursuant to these agreements, Nexstar agreed to provide MBG with critical services that are necessary for MBG to operate the Stations, including execution of promotional policies, continuity and traffic support, master control, receivables support, transmission facilities maintenance, and newscast production and delivery. Exs. A, B, C at 2-4. In exchange,

MBG agreed to remit monthly payments to Nexstar originally set at $535,000—$232,000 for

KLJB, $180,000 for KMSS, and $123,500 for KPEJ—subject to 2.5% annual increases. Exs. A,

B, C at 4. The total amount owed under the SSA by MBG for the three stations for the month of

December 2019 totals $597,493.92.

5. MBG could not operate the Stations without the services that Nexstar provides un-

der the SSAs. For example, by providing MBG with execution of promotional policies, Nexstar

handles all of the Stations’ marketing, graphic design, and promotional needs, including organiz-

ing promotional events, building promotional spots for programming, and complying with promo-

tional requirements MBG has under its affiliation agreements with Fox. Nexstar provides these

promotional services to MBG every day.

6. Nexstar also provides continuity and traffic support to the Stations by which Nex-

star ensures that the advertisement spots that have been purchased by MBG’s advertising clients

4 The SSAs for KLJB, KMSS, and KPEJ are attached hereto as Exhibits A, B, and C respectively. 3

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run during the right program, at the right time. Executing this function correctly is central to

maintaining the advertising relationships that sustain the Stations; without it, MBG’s ability to generate revenue would be frozen. Even if MBG wanted to replicate this service for the Stations itself (which, by maintaining the SSAs, it has indicated it does not), it would need to hire three or four full-time professional employees for each of the Stations.

7. Nexstar also provides master control services to MBG pursuant to the SSAs, which are the backbone of any television station. Master control is responsible for organizing and playing everything from programming to advertisements for the station. The employees assigned to master control watch every minute of programming, 24 hours a day, seven days a week, to ensure that all scheduled programming is being broadcast correctly. Without this service, the Stations could not operate. Were MBG to provide this service for itself, instead of relying on Nexstar, it would have to hire seven to eight additional personnel to handle this function alone for the Stations.

8. Nexstar’s accounts receivables support for MBG permits it to actually capture the revenue that the commercials advertisers buy generates. Under this SSA service, Nexstar sends invoices on MBG’s behalf, receives and processes payments for those invoices, and deposits such payments into accounts designated by MBG, upon MBG’s request.

9. Nexstar handles all of the transmissions facilities maintenance for MBG’s stations through its engineers on the ground at the Stations. Nexstar’s engineers identify what needs to be repaired at the Stations—often before MBG becomes aware of those problems—and handle what- ever repair or maintenance is required. This, too, is done pursuant to the SSAs.

10. Nexstar also produces all the local news broadcasts for MBG’s stations. News broadcasts are central to the Stations’ business operations because during local news broadcasting the Stations are entitled to sell 100% of the advertising time, as opposed to network broadcasts

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when the Stations must share a significant portion of the advertising time and revenue with the

broadcast networks (e.g., CBS or Fox). Nexstar produces between 12 and 16.5 weekly news hours of news for each of KLJB, KMSS, and KPEJ. The approximately two hours of newscasts daily for each MBG Station is significantly higher than Nexstar provides for other stations in similarly- situated markets. The initial cost of equipment for a station to begin production of such news broadcasts is $2.5-$3.0 million, before accounting for ongoing production costs, which would include additional employee headcount, including on-air news reporters, assignment editors, pro- ducers, camera operators, and other support personnel.

11. Accordingly, there can be no doubt that the support services provided by Nexstar under the SSAs are extensive and comprehensive. Nexstar’s provision of services to MBG under the SSAs render the Stations turnkey operations. MBG could not replicate these necessary services without an extensive initial outlay of capital, with significant ongoing obligations including the hiring of dozens of full-time employees, and with ongoing licensing fees for all of the systems necessary for master control, continuity and traffic, and receivables. Simply put, without the services provided by Nexstar under the SSAs, KLJB, KMSS, and KPEJ would go dark.

12. In consideration for these services, each SSA includes a services fee to be paid by

MBG to Nexstar on a monthly basis.

13. The KLJB SSA was entered into as of December 1, 2014. Ex. A at 1. Section 4(h) provides that MBG will pay to Nexstar a base amount of $232,000 on a monthly basis, which is to be increased by two and one-half percent (2.5%) every year on December 1. Id. at 4. The amount owed by MBG to Nexstar under the KLJB SSA for the month of December 2019 is $262,486.71.

14. The KMSS SSA was entered into as of January 1, 2015. Ex. B at 1. Section 4(h) provides that MBG will pay to Nexstar a base amount of $180,000 on a monthly basis, which is to

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be increased by two and one-half percent (2.5%) every year on January 1. Id. at 4. The amount owed by MBG to Nexstar under the KMSS SSA for the month of December 2019 is $198,686.32.

On January 1, 2020, the monthly amount owed by MBG under the KMSS SSA will increase to

$203,653.48.

15. The KPEJ SSA was entered into as of January 1, 2015. Ex. C at 1. Section 4(h) provides that MBG will pay to Nexstar a monthly base amount of $123,500, which is to be increased by two and one-half percent (2.5%) every year on January 1. Id. at 4. The amount owed

by MBG to Nexstar under the KPEJ SSA for the month of December 2019 is $136,320.89. As of

January 1, 2020, the monthly amount owed by MBG to Nexstar under the KPEJ SSA will increase

to $139,728.91.

16. MBG owes Nexstar $597,493.92 for services under the SSAs for the month of De-

cember 2019, and its total obligation for 2020 will be $7,276,991.34. Since Nexstar and MBG

entered into these SSAs in late 2014/early 2015, MBG has made only eleven of the sixty required

monthly payments under the SSAs. The last such payment MBG made to Nexstar under the SSAs

was in October 2015. For some portion of that period, Nexstar withheld certain retransmission

fees that Nexstar collected on MBG’s behalf to mitigate the monthly damage accruing to Nexstar.

However, those monthly retransmission fees fall significantly short of compensating Nexstar for

the contractual monthly payment to which it is entitled in exchange for the services Nexstar pro-

vides and is the reason why Nexstar appears before the Court as an unsecured creditor. In any

case, the Debtor’s proposed interim budget, Dkt. 15, Ex. A (the “Proposed Interim Budget”) con-

tains a line item for Nexstar’s payment of the retransmission fees to MBG in a total amount of

$300,000 but provides no line item for payment of the December 2019 $597,493.92 SSA fee by

MBG to Nexstar for this month. Nexstar would be prepared to pass along the December 2019

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retransmission fees5 but asks that it, in turn, be compensated by the Debtor, in accordance with the

SSAs, for the mission-critical services that Nexstar provides to keep the Stations running.

II. The Debtors’ Budget Must Include Adequate Reserves for Payment Obligations Under the Shared Services Agreements

17. The services provided by Nexstar to MBG’s Stations are critical to their continued

operation. Yet, as noted above, the Debtor has not included any line item at all for its obligations

under the SSAs in its Proposed Interim Budget even while it does include cash receipts for retrans-

mission fees collected by Nexstar, one of many services provided by Nexstar under the SSAs.

18. The services provided under the SSAs are the core type of necessary operating ex-

pense for which debtors can and should be permitted to deploy cash collateral. Cf. In re P.C., Ltd.,

929 F.2d 203, 205 (5th Cir. 1991). For example, the court in In re Grant Broadcasting of Phila-

delphia, ordered that the debtor in possession was “authorized to use such cash collateral only as

directly pertaining to or supporting the operations of the three [television stations],” and that the

collateral should be used to “pay the salaries and other necessary operating expenses incurred in

the ordinary course of business and required to maintain the operations of [the stations].” 71 B.R.

376, 390 (Bank. E.D. Pa. 1987). MBG should not be able to avail itself of the chapter 11 process

without allotting cash for the critical operating expenses that will facilitate a successful chapter 11

process. The Proposed Interim Budget goes so far as to include significant allocations for admin-

5 In light of MBG’s outstanding debt to Nexstar for past unpaid SSA fees of over $14 million, Nexstar requests that the Court order the retransmission fees for December 2019 and January 2020 be paid into an escrow account to preserve these assets to allow the parties to evaluate their legal rights with respect to setoff and recoupment. 7

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istrative expenses such as professional fees—which are not entitled to the same treatment as necessary operating expenses—but omits any mention of its necessary SSA related expenses. See In re Delta Towers Ltd., 924 F.2d 74, 76 (5th Cir. 1991).

19. Nexstar’s objection to the Debtor’s Proposed Interim Budget is further animated by

the historical misallocation and misuse of corporate funds by MBG and its principal, Pluria Mar-

shall, Jr., and concomitant failure to satisfy their obligations, including under the SSAs—the very

misuse which resulted in Nexstar’s status as a creditor. Mr. Marshall has used MBG as his personal

piggy bank, using corporate funds as reimbursement for his extravagant expenditures on clothing;

international vacations to places including South Africa, Mexico, London, and Dubai; sports and

entertainment tickets, including season tickets to the Staples Center in Los Angeles (where none of MBG’s Stations are located), and vehicles—expenses that are wholly unrelated to MBG’s business purpose of managing the Stations.

20. Accordingly, Nexstar objects to entry of any cash collateral order that does not in- corporate a budget that provides adequate reserves for payment of MBG’s ongoing obligations under the SSAs.

Dated: December 9, 2019 SELENDY & GAY PLLC Houston, Texas /s/ Jennifer M. Selendy Jennifer M. Selendy (pro hac vice pending) David S. Flugman (pro hac vice pending) Jessica E. Underwood (pro hac vice pending) 1290 Avenue of the Americas New York, New York 10104 Telephone: (212) 390-9000 Email: [email protected] [email protected] [email protected]

Attorneys for Nexstar Broadcasting, Inc.

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Exhibit A Case 19-36743 Document 23-1 Filed in TXSB on 12/09/19 Page 2 of 9

SHAED SERVICES AGREEMENT

This Shred Sevices Agreement ("Agreement") is entered into s of December 1, 2014 (the "Efective Date") by and between Marshall Broadcasting Group, Inc. ("MBG") and Nexstar Broadcasting, Inc. ("Nexstar"). MBG nd Nexstar are reerred to collectively as the "Parties."

WHEEAS, MBG owns television broadcast station LJB, Davenpot, Iowa ("KLJB") and Nexstar ons television station HBF-TV, Rock Islnd, Illinois ("BF").

EEAS, LJB and WHBF are collectively reered to as the "Stations."

NOW, THEEFOE, or their mutual beneit and n order to enhance the respective abilities of Nexstar and MBG to compete with other television and media outlets seving the Quad Cities market, Nexstr and MBG agree as ollows:

1. SHAING ARANGEMENTS GENELLY. From time to time, Nexstar and MBG may agree to share the costs of cetin services nd procurements which they individually require in connection with the operation of the Stations. Such shring arrangements may take the om of joint or cooperative buying rangemets, or the perfomance of cetain nctions relating to the operation of one Sttion by employees of the operator of the other Station (subject in all events to he supervision and control of personnel of the operator of the Station to which such unctions relate), or my be othewise sructured, and will be governed by tems nd conditions upon which Nexstar and MBG may agree rom time to time. Such shaing rangements may include the co-location of the studio, non-managerial administrative n/or master control and technical acilities of the Stations and the sharing of gronds keeping, maintennce, secrity and other sevices relating to those acilities. In perorming services under any such sharing rrngement (including those described in Section 4), personel of one Paty will be aforded access to, and have he right to utilize, without charge, assets and propeties of the other Pty to the extent necessary or desirable in the perormnce of such services.

2. CERTAIN SERVICES NOT TO BE SHARED.

(a) Senior Management Personnel. At all tmes, each Station will have personel peroming the typical unctions of a station manager and a business manager. Such personel will (i) be retained solely by the Pty wich operates such Sttion and will report solely to such Paty, and (ii) have no involvement or responsibility in respect of the opertion of the other Sation.

(b) Programming and Sales. Each Paty will maintain or the Station opeated by it seprte managerial nd other personel to cny out he selection and procurement of programming or such Sttion, nd in no event will the Paties or the Stations share services, personel, or inormation petining to such maters, except as set orth in Section 4()(i) below. In addition, the Pties are concurently entering into a joint sales agreement or similar agreement ("JSA") prsunt to which Nexstr will have the right to sell advetising nd comercial time on LJB.

3. GEEAL PNCIPLES GOVENNG SNG ANGEMENTS. All n·angements contemplted by this Agreement will be subject to, and are intended to comply Case 19-36743 Document 23-1 Filed in TXSB on 12/09/19 Page 3 of 9

in all respects with, the Communications Act of 1934, as amended, the rules, regulations and policies of the Federal Communications Commission (the "FCC"), as in effect from time to time (the "FCC Rules and Regulations"), and all other applicable laws. The arrangements made pursuant to this Agreement will not be deemed to constitute "joint sales," "program services," "time brokerage," "local marketing," or similar arrangements or a partnership, joint venture, or agency relationship between the Parties or the Stations, and no such arrangement will be deemed to give either Party any right to control the policies, operations, management or any other matter relating to the Station operated by the other Party. Consistent with the FCC Rules and Regulations, MBG shall maintain full control, supervision and direction of KLJB, including its management, programming, finances, editorial policies, personnel, facilities and compliance with the FCC Rules and Regulations. Nexstar shall control, supervise and direct any employees it utilizes to carry out its obligations under this Agreement.

4. CERTAIN SPECIFIC SHARING ARRANGEMENTS. In furtherance of the general agreements set forth in Sections 1 through 3 above, Nexstar and MBG have agreed as follows with respect to the sharing of certain services:

(a) Execution of Promotional Policies. Nexstar personnel will implement and execute the promotional policy developed by Nexstar personnel for WHBF from time to time. Subject to direction and control by MBG management personnel, Nexstar personnel will also implement and execute the promotional policy for KLJB. Such implementation and execution will include such tasks as graphic design, production and media placement and buying.

(b) Continuity and Traffic Support. Nexstar personnel will carry out continuity and other tasks necessary to support management personnel and functions for WHBF. Subject to direction and control by management personnel of MBG, Nexstar personnel will also carry out continuity and such other tasks with respect to KLJB.

(c) Master Control. Master control operators and related employees of Nexstar may carry out master control functions for KLJB subject to the direction and control of MBG's management personnel.

(d) Receivables Support. Upon the request of MBG, Nexstar will invoice MBG customers, process payments received from such customers and deposit such payments into accow1ts designated by MBG.

(e) Payable Support. Nexstar personnel will not engage in the payment of accounts payable ofMBG arising under contracts for the license of programming run or to be run on KLJB, the payment of MBG's payroll with respect to KLJB, or other obligations of MBG incurred in the normal course of business.

(f) Transmission Facilities Maintenance. Nexstar personnel will maintain and repair (as needed) the transmission facilities of WHBF. Subject to direction and control by MBG management personnel, Nexstar personnel will also maintain and repair (as needed) the transmission facilities of KLJB.

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(g) Newscast Production.

(i) Production and Delivery. Utilizing WHBF management personnel and facilities, Nexstar may provide live-feed, fully-staffed and produced newscasts for broadcast on KLJB at such times, if any, as agreed upon by MBG and Nexstar; provided that such newscasts will not comprise more than 15% (by duration) of the programming broadcast on KLJB during any broadcast week. Nexstar will be responsible for delivering such newscasts to KLJB's broadcast facilities. MBG shall make available to Nexstar (A) such space in the KLJB studio and facilities as may be reasonably necessary to produce such newscasts, (B) such non- management-level news personnel as may be necessary to produce such newscasts, and (C) such technical facilities of KLJB as may be necessary to produce such newscasts and to deliver such newscasts to KLJB's transmission facilities. Nexstar will use reasonable efforts to provide such newscasts that are of a quality appropriate to KLJB's market. Such newscasts will be produced exclusively for MBG for broadcast on KLJB, but may include non-exclusive videotape, graphics, news stories, field reports and other material. MBG personnel will determine the title and format of such newscasts, and such newscasts will have an "on-air appearance" as if they had been originated by MBG through KLJB.

(ii) Commercial, Advertising and Promotional Spots. MBG will determine the amount of commercial advertising time and promotional time to be provided for during such newscasts. Subject to the JSA, MBG will have the exclusive right to sell commercial advertising time during such newscasts and will retain all revenue from the sale of such commercial advertising time.

(iii) Editorial Control and Responsibility. Nexstar will use reasonable efforts to maintain a system of editorial review to ensure the accuracy, prior to broadcast, of all investigative reports and other stories prepared by Nexstar personnel and included in the newscasts which Nexstar provides to MBG. Nexstar will indemnify, defend and hold harmless MBG from any and all demands, claims, actions or causes of action, losses, damages and liabilities, costs and expenses, including reasonable attorneys' fees, incurred by MBG as a result of the violation or breach of any third parties' rights, or of the FCC' s Rules and Regulations, as a result of the provision of any news content provided by Nexstar or its employees in such newscasts. MBG will indemnify, defend and hold harmless Nexstar from any and all demands, claims, actions or causes of action, losses, damages and liabilities, costs and expenses, including reasonable attorneys' fees, incurred by Nexstar as a result of the violation or breach of any third parties' rights, or of the FCC's Rules and Regulations, as a result of the provision of any content within such newscasts by MBG or its employees, or any variation by MBG or its employees of any content provided by Nexstar or its employees in such newscasts. Each Party will maintain the following types of insurance coverage for no less than the indicated amounts and will deliver to the other Party upon request a certificate of insurance showing the following: (A) comprehensive general liability insurance in an amount of $1,000,000; (B) worker's compensation and/or disability insurance; and (C) libel/defamation/ First Amendment liability insurance, with a deductible of no more than $100,000, as to which coverage each Party will name the other party as an additional insured.

(iv) Operating Conditions Agreement. Nexstar and MBG will collaborate to create a newscast operating conditions agreement or procedural memo which will

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provide the basis for daily operations, contingencies, KLJB's access to breaking stories, procedures for editorial compliance with FCC Rules and Regulations (including quarterly programs/issues requirements), regularly scheduled operations, editorial and ratings reviews and guidelines for access by MBG personnel and KLJB customers to Nexstar's facilities.

(h) Services Fee. In consideration for the services to be provided to KLJB by Nexstar personnel as described in Sections 4(a) through 4(g), MBG will pay to Nexstar the fee (the "Services Fee") described in this Section 4(h).

(i) Base Amount. Subject to the remaining provisions of this Section 4(h), commencing on the Effective Date and continuing through the last date of the month that is twelve months from the Effective Date, the base amount of the Services Fee will be $232,000 per month. On the first day of the thirteenth month from the Effective Date (the "Anniversary Date"), and on each Anniversary Date thereafter, the Service Fee will increase by two and one- half percent (2.5%). (By way of example of only, if the Effective Date is October 23, then the Anniversary Date will be November 1.)

(ii) Payment Terms. The Services Fee will be payable monthly, in anears, from and after the month during which this Agreement is executed, and will be prorated on a daily basis for the first and last months during which the sharing anangements described in Sections 4(a) through 4(g) are in effect.

5. FORCE MAJEURE. If a force majeure event such as a strike, labor dispute, fire, flood or other act of God, failure or delay of technical equipment, war, public disaster, or other reason beyond the cause or control of Nexstar or MBG prevents such Party or its personnel from performing tasks which it is required to perform under this Agreement during any period of time, then such failure will not be a breach of this Agreement and such Party will be excused from such performance during that time.

6. UNENFORCEABILITY. If any provision of this Agreement or the application thereof to any person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law, except that if such invalidity or unenforceability should change the basic economic positions of the Parties, they shall negotiate in good faith such changes in other terms as shall be practicable in order to restore them to their prior positions. In the event that the FCC alters or modifies its rules or policies in a fashion which would raise substantial and material questions as to the validity of any provision of this Agreement, the Parties shall negotiate in good faith to revise any such provision of this Agreement in an effort to comply with all applicable FCC Rules and Regulations, while attempting to preserve the intent of the Parties as embodied in the provisions of this Agreement. The Parties agree that, upon the request of either of them, they will join in requesting the view of the staff of the FCC, to the extent necessary, with respect to the revision of any provision of this Agreement in accordance with the foregoing. If the Parties are unable to negotiate a mutually acceptable modified Agreement, then either party may terminate this Agreement upon written notice to the other. Upon such termination, MBG shall pay to Nexstar all accrued and unpaid Service Fees and each Party shall be relieved of any further obligations, one to the other.

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7. TERM OF SHARING ARRANGEMENTS. The term of this Agreement shall commence on the date of execution of this Agreement. The initial term of this Agreement is eight (8) years. Unless otherwise terminated by either Party, the term of this Agreement shall be extended for an additional eight (8) year term. Either Party may terminate this Agreement at the end of the initial eight year term by six months prior written notice to the other. Notwithstanding the foregoing, the sharing arrangements contemplated by this Agreement will terminate at Nexstar's option, if the assets of MBG relating to KLJB are sold to a party other than Nexstar (in any case, the date upon which such termination occurs being the "Cessation Date"). Except as provided in Section 4(g)(ii), no termination of this Agreement, whether pursuant to this Section 7 or otherwise, will affect MBG's duty to pay any Services Fee accrued, or to reimburse any cost or expense incurred, prior to the effective date of that termination.

8. AMENDMENT AND W AIYER. This Agreement may be amended and any provision of this Agreement may be waived; provided that any such amendment or waiver will be binding upon a Party only if such amendment or waiver is set forth in a writing executed by such Party.

9. NOTICES. All notices, demands and other communications given or delivered under this Agreement will be in writing and will be deemed to have been given when personally delivered or delivered by express courier service. Notices, demands and communications to Nexstar or MBG will, unless another address is specified in writing, be sent to the address indicated below:

ToMBG: Marshall Broadcasting Group, Inc. 8323 Southwest Freeway Suite 433 Houston, TX 77074 Attention: Pluria Marshall, Jr., President

With a copy (which shall not constitute notice) to:

TBD

To Nexstar:

Nexstar Broadcasting, Inc. 545 E. John Carpenter Freeway Suite 700 Irving, TX 75062 Attention: Perry Sook, President & CEO

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With a copy (which shall not constitute notice) to:

Kirkland & Ellis Citicorp Center 601 Lexington A venue New York, NY 10022-4675 Attention: Armand Della Monica

10. ASSIGNMENT; BINDING AGREEMENT. Neither party may assign its rights and obligations, either in whole or in part, without the prior written consent of the other; however, such consent shall not be umeasonably withheld. The covenants, conditions and provisions hereof are and shall be for the exclusive benefit of the parties hereto and their permitted successors and assigns, and nothing herein, express or implied, is intended or shall be construed to confer upon or to give any person or entity other than the parties hereto and their permitted successors and assigns any right, remedy or claim, legal or equitable, under or by reason of this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

11. NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

12. CAPTIONS. The captions used in this Agreement are for convenience of reference only, do not constitute a part of this Agreement and will not be deemed to limit, characterize or in any way affect any provision of this Agreement, and all provisions of this Agreement will be enforced and construed as if no caption had been used in this Agreement.

13. AUTHORITY; ENTIRE AGREEMENT. Both MBG and Nexstar represent that they are legally qualified and able to enter into this Agreement. This Agreement and the JSA embody the entire agreement between the parties with respect to the subject matter hereof and thereof, and there are not other agreements, representations, or understandings, oral or written, between them with respect thereto.

14. COUNTERPARTS. This agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which taken together will constitute one and the same instrument.

15. GOVERNING LAW. All questions concerning the construction, validity and interpretation of this Agreement will be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal law of the State of Delaware will control the interpretation and construction of this Agreement (and all schedules and exhibits hereto), even if under that

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jurisdiction's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

16. PARTIES IN INTEREST. Nothing in this Agreement, express or implied, is intended to confer on any person or entity other than the Parties and their respective permitted successors and assigns any rights or remedies under or by virtue of this Agreement.

17. WAIVER OF JURY TRIAL. AS A SPECIFICALLY BARGAINED INDUCEMENT FOR EACH OF THE PARTIES TO ENTER INTO THIS AGREEMENT (EACH PARTY HAVING HAD OPPORTUNITY TO CONSULT COUNSEL), EACH PARTY EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN.

18. OTHER DEFINITIONAL PROVISIONS. The terms "hereof," "herein" and "hereunder" and terms of similar import will refer to this Agreement as a whole and not to any particular provision of this Agreement. Section references contained in this Agreement are references to Sections in this Agreement, unless otherwise specified. Each defined term used in this Agreement has a comparable meaning when used in its plural or singular form. Each gender-specific term used in this Agreement has a comparable meaning whether used in a masculine, feminine or gender-neutral form. Whenever the term "including" is used in this Agreement (whether or not that term is followed by the phrase "but not limited to" or "without limitation" or words of similar effect) in connection with a listing of items within a particular classification, that listing will be interpreted to be illustrative only and will not be interpreted as a limitation on, or an exclusive listing of, the items within that classification.

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SIGNATURE PAGE TO SHARED SERVICES AGREEMENT

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

MARS~)) BR,OADCASTING GROUP, INC . ... / .l /fJI/ By: _/ ! ;l~ )di Nanie: Pluna Marshall, Jr. ( Title: President

NEXSTAR BROADCASTING, INC.

By: Name: TKomasRCarter Title: EVP and Chief Financial Officer

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Exhibit B Case 19-36743 Document 23-2 Filed in TXSB on 12/09/19 Page 2 of 9 Case 19-36743 Document 23-2 Filed in TXSB on 12/09/19 Page 3 of 9 Case 19-36743 Document 23-2 Filed in TXSB on 12/09/19 Page 4 of 9 Case 19-36743 Document 23-2 Filed in TXSB on 12/09/19 Page 5 of 9 Case 19-36743 Document 23-2 Filed in TXSB on 12/09/19 Page 6 of 9 Case 19-36743 Document 23-2 Filed in TXSB on 12/09/19 Page 7 of 9 Case 19-36743 Document 23-2 Filed in TXSB on 12/09/19 Page 8 of 9 Case 19-36743 Document 23-2 Filed in TXSB on 12/09/19 Page 9 of 9 Case 19-36743 Document 23-3 Filed in TXSB on 12/09/19 Page 1 of 9

Exhibit C Case 19-36743 Document 23-3 Filed in TXSB on 12/09/19 Page 2 of 9

SHARED SERVICES AGREEMENT

This Shared Services Agreement ("Agreement") is entered into as of January 1, 2015 by and between Marshall Broadcasting Group, Inc. ("MBG") and Nexstar Broadcasting, Inc. ("Nexstar"). MBG and Nexstar are referred to collectively as the "Parties."

WHEREAS, MBG owns television broadcast station KPEJ-TV, Odessa, Texas ("KPEJ") and Nexstar owns television station KMID(DT), Midland, Texas ("KMID").

WHEREAS, KPEJ and KMID are collectively referred to as the "Stations."

NOW, THEREFORE, for their mutual benefit and in order to enhance the respective abilities of Nexstar and MBG to compete with other television and media outlets serving the Odessa-Midland, Texas market, Nexstar and MBG agree as follows:

1. SHARING ARRANGEMENTS GENERALLY. From time to time, Nexstar and MBG may agree to share the costs of certain services and procurements which they individually require in connection with the operation of the Stations. Such sharing arrangements may take the form of joint or cooperative buying arrangements, or the performance of certain functions relating to the operation of one Station by employees of the operator of the other Station (subject in all events to the supervision and control of personnel of the operator of the Station to which such functions relate), or may be otherwise structured, and will be governed by terms and conditions upon which Nexstar and MBG may agree from time to time. Such sharing arrangements may include the co-location of the studio, non-managerial administrative and/or master control and technical facilities of the Stations and the sharing of grounds keeping, maintenance, security and other services relating to those facilities. In performing services under any such sharing arrangement (including those described in Section 4), personnel of one Party will be afforded access to, and have the right to utilize, without charge, assets and properties of the other Party to the extent necessary or desirable in the performance of such services.

2. CERTAIN SERVICES NOT TO BE SHARED.

(a) Senior Management Personnel. At all times, each Station will have personnel performing the typical functions of a station manager and a business manager. Such personnel will (i) be retained solely by the Party which operates such Station and will report solely to such Party, and (ii) have no involvement or responsibility in respect of the operation of the other Station.

(b) Programming and Sales. Each Party will maintain for the Station operated by it separate managerial and other personnel to carry out the selection and procurement of programming for such Station, and in no event will the Parties or the Stations share services, personnel, or information pertaining to such matters, except as set forth in Section 4(f)(i) below. In addition, the Paiiies are concurrently entering into a joint sales agreement or similai· agreement ("JSA") pursuant to which Nexstar will have the right to sell advertising and commercial time on KPEJ.

3. GENERAL PRINCIPLES GOVERNING SHARING ARRANGEMENTS. All arrangements contemplated by this Agreement will be subject to, and are intended to comply in Case 19-36743 Document 23-3 Filed in TXSB on 12/09/19 Page 3 of 9

all respects with, the Communications Act of 1934, as amended, the rules, regulations and policies of the Federal Communications Commission (the "FCC"), as in effect from time to time (the "FCC Rules and Regulations"), and all other applicable laws. The arrangements made pursuant to this Agreement will not be deemed to constitute "joint sales," "program services," "time brokerage," "local marketing," or similar arrangements or a partnership, joint venture, or agency relationship between the Parties or the Stations, and no such arrangement will be deemed to give either Party any right to control the policies, operations, management or any other matter relating to the Station operated by the other Party. Consistent with the FCC Rules and Regulations, MBG shall maintain full control, supervision and direction of KPEJ, including its management, programming, finances, editorial policies, personnel, facilities and compliance with the FCC Rules and Regulations. Nexstar shall control, supervise and direct any employees it utilizes to carry out its obligations under this Agreement.

(a) Execution of Promotional Policies. Nexstar personnel will implement and execute the promotional policy developed by Nexstar personnel for KMID from time to time. Subject to direction and control by MBG management personnel, Nexstar personnel will also implement and execute the promotional policy for KPEJ. Such implementation and execution will include such tasks as graphic design, production and media placement and buying.

(b) Continuity and Traffic Support. Nexstar personnel will carry out continuity and other tasks necessary to support management personnel and functions for KMID. Subject to direction and control by management personnel of MBG, Nexstar personnel will also carry out continuity and such other tasks with respect to KPEJ.

( c) Master Control. Master control operators and related employees of Nexstar may carry out master control functions for KPEJ subject to the direction and control of MBG's management personnel.

(d) Receivables Support. Upon the request of MBG, Nexstar will invoice MBG customers, process payments received from such customers and deposit such payments into accounts designated by MBG.

(e) Payable Support. Nexstar personnel will not engage in the payment of accounts payable of MBG arising under contracts for the license of programming run or to be run on KPEJ, the payment of MBG's payroll with respect to KPEJ, or other obligations of MBG incurred in the normal course of business.

(f) Transmission Facilities Maintenance. Nexstar personnel will maintain and repair (as needed) the transmission facilities of KMID. Subject to direction and control by MBG management personnel, Nexstar personnel will also maintain and repair (as needed) the transmission facilities ofKPEJ.

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(g) Newscast Production.

(i) Production and Delivery. Utilizing KMID management personnel and facilities, Nexstar may provide live-feed, fully-staffed and produced newscasts for broadcast on KPEJ at such times, if any, as agreed upon by MBG and Nexstar; provided that such newscasts will not comprise more than 15% (by duration) of the programming broadcast on KPEJ during any broadcast week. Nexstar will be responsible for delivering such newscasts to KPEJ's broadcast facilities. MBG shall make available to Nexstar (A) such space in the KPEJ studio and facilities as may be reasonably necessary to produce such newscasts, (B) such non- management-level news personnel as may be necessary to produce such newscasts, and (C) such technical facilities of KPEJ as may be necessary to produce such newscasts and to deliver such newscasts to KPEJ's transmission facilities. Nexstar will use reasonable efforts to provide such newscasts that are of a quality appropriate to KPEJ's market. Such newscasts will be produced exclusively for MBG for broadcast on KPEJ, but may include non-exclusive videotape, graphics, news stories, field reports and other material. MBG personnel will determine the title and format of such newscasts, and such newscasts will have an "on-air appearance" as if they had been originated by MBG through KPEJ.

(iii) Editorial Control and Responsibility. Nexstar will use reasonable efforts to maintain a system of editorial review to ensure the accuracy, prior to broadcast, of all investigative reports and other stories prepared by Nexstar personnel and included in the newscasts which Nexstar provides to MBG. Nexstar will indemnify, defend and hold harmless MBG from any and all demands, claims, actions or causes of action, losses, damages and liabilities, costs and expenses, including reasonable attorneys' fees, incurred by MBG as a result of the violation or breach of any third parties' rights, or of the FCC's Rules and Regulations, as a result of the provision of any news content provided by Nexstar or its employees in such newscasts. MBG will indemnify, defend and hold harmless Nexstar from any and all demands, claims, actions or causes of action, losses, damages and liabilities, costs and expenses, including reasonable attorneys' fees, incurred by Nexstar as a result of the violation or breach of any third parties' rights, or of the FCC's Rules and Regulations, as a result of the provision of any content within such newscasts by MBG or its employees, or any variation by MBG or its employees of any content provided by Nexstar or its employees in such newscasts. Each Party will maintain the following types of insurance coverage for no less than the indicated amounts and will deliver to the other Party upon request a certificate of insurance showing the following: (A) comprehensive general liability insurance in an amount of $1,000,000; (B) worker's compensation and/or disability insurance; and (C) libel/defamation/ First Amendment liability insurance, with a deductible of no more than $100,000, as to which coverage each Party will name the other party as an additional insured.

(iv) Operating Conditions Agreement. Nexstar and MBG will collaborate to create a newscast operating conditions agreement or procedural memo which will

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provide the basis for daily operations, contingencies, KPEJ's access to breaking stories, procedures for editorial compliance with FCC Rules and Regulations (including quarterly programs/issues requirements), regularly scheduled operations, editorial and ratings reviews and guidelines for access by MBG personnel and KPEJ customers to Nexstar's facilities.

(h) Services Fee. In consideration for the services to be provided to KPEJ by Nexstar personnel as described in Sections 4(a) through 4(g), MBG will pay to Nexstar the fee (the "Services Fee") described in this Section 4(h).

(i) Base Amount. Subject to the remaining provisions of this Section 4(h), commencing on the Effective Date and continuing through the last date of the month that is twelve months from the Effective Date, the base amount of the Services Fee will be $123,500 per month. On the first day of the thirteenth month from the Effective Date (the "Anniversary Date"), and on each Anniversary Date thereafter, the Service Fee will increase by two and one- half percent (2.5%). (By way of example of only, if the Effective Date is October 23, then the Anniversary Date will be November 1.)

(ii) Payment Terms. The Services Fee will be payable monthly, in arrears, from and after the month during which this Agreement is executed, and will be prorated on a daily basis for the first and last months during which the sharing arrangements described in Sections 4(a) through 4(g) are in effect.

5. FORCE MAJEURE . If a force majeure event such as a strike, labor dispute, fire, flood or other act of God, failure or delay of technical equipment, war, public disaster, or other reason beyond the cause or control of Nexstar or MBG prevents such Party or its personnel from performing tasks which it is required to perform under this Agreement during any period of time, then such failure will not be a breach of this Agreement and such Party will be excused from such performance during that time.

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7. TERM OF SHARING ARRANGEMENTS. The term of this Agreement shall commence on the date of execution of this Agreement. The initial term of this Agreement is eight (8) years. Unless otherwise terminated by either Party, the term of this Agreement shall be extended for an additional eight (8) year term. Either Party may terminate this Agreement at the end of the initial eight year term by six months prior written notice to the other. Notwithstanding the foregoing, the sharing arrangements contemplated by this Agreement will terminate at Nexstar's option, if the assets of MBG relating to KPEJ are sold to a party other than Nexstar (in any case, the date upon which such termination occurs being the "Cessation Date"). Except as provided in Section 4(g)(ii), no termination of this Agreement, whether pursuant to this Section 7 or otherwise, will affect MBG's duty to pay any Services Fee accrued, or to reimburse any cost or expense incurred, prior to the effective date of that termination.

8. AMENDMENT AND W AIYER This Agreement may be amended and any provision of this Agreement may be waived; provided that any such amendment or waiver will be binding upon a Party only if such amendment or waiver is set forth in a writing executed by such Party.

ToMBG: Marshall Broadcasting Group, Inc. 8323 Southwest Freeway Suite 433 Houston, TX 77074 Attention: Pluria Marshall, Jr., President

With a copy (which shall not constitute notice) to:

TBD

To Nexstar:

Nexstar Broadcasting, Inc. 545 E. John Carpenter Freeway Suite 700 Irving, TX 75062 Attention: Perry Sook, President & CEO

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With a copy (which shall not constitute notice) to:

Kirkland & Ellis Citicorp Center 601 Lexington A venue New York, NY 10022-4675 Attention: Armand Della Monica

14. COUNTERPARTS. This agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which taken together will constitute one and the same instrument.

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jurisdiction's choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

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SIGNATURE PAGE TO SHARED SERVICES AGREEMENT

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

MARSHA

NEXSTAR BROADCASTING, INC.

By· ｾｾ＠ Na~e: ~arter Title: EVP and Chief Financial Officer

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