SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.4
THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of November 6, 2012 and has been entered into by and among Nexstar Broadcasting, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”).
ARTICLE I
Section 101 Amendments to Articles 4, 5 and 6 of the Indenture. Upon written notification to the Trustee by the Company that it has accepted for purchase and payment (the “First Settlement Date”) all of the Notes validly tendered on or prior to 5:00 pm, New York City time, on November 6, 2012 pursuant to the Statement, then automatically (without further act by any person), the following amendments shall be made to the Indenture:
(a) The following sections of the Indenture and all references thereto in the Indenture will be deleted in their entirety and the Company shall be released from its obligations under the following sections of the Indenture:
• | Section 4.02. Maintenance of Office of Agency; |
• | Section 4.03. Reports; |
• | Section 4.04. Compliance Certificate; |
• | Section 4.05. Taxes; |
• | Section 4.06. Stay, Extension and Usury Laws; |
• | Section 4.07. Restricted Payments; |
• | Section 4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries; |
• | Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock; |
• | Section 4.10. Asset Sales; |
• | Section 4.11. Transactions with Affiliates; |
• | Section 4.12. Liens; |
• | Section 4.13. Business Activities; |
• | Section 4.14. Corporate Existence; |
• | Section 4.15. Offer to Repurchase Upon Change of Control; |
• | Section 4.16. No Senior Subordinated Debt; |
• | Section 4.17. Sale and Leaseback Transactions; |
• | Section 4.18. Limitation on Issuances of Guarantees of Indebtedness; |
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• | Section 4.19. Payments of Consent; |
• | Section 4.20. Designation of Restricted and Unrestricted Subsidiaries; |
• | Section 5.01. Merger, Consolidation, or Sale of Assets (only with respect to clause (iv) of Section 5.01). |
(b) Failure to comply with the terms of any of the foregoing Sections of the Indenture shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture.
(c) All Events of Default under the Indenture, with the exception of the failure to pay principal, premium or interest on the Notes, shall be deleted in their entirety, including all references thereto.
(d) All definitions set forth in Sections 1.01 and 1.02 of the Indenture that relate to defined terms used solely in covenants or sections deleted hereby shall be deleted in their entirety, including all references thereto.
ARTICLE II
Section 204 Trust Indenture Act Controls. If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision that is required to be included in this Supplemental Indenture or the Indenture by the Trust Indenture Act of 1939, as amended, as in force at the date that this Supplemental Indenture is executed, the provisions required by such Trust Indenture Act shall control.
Section 205 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 206 Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
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Section 209 Acceptance by the Trustee. The Trustee accepts the amendments to the Indenture effected by this Supplemental Indenture and agrees to execute the trusts created by the Indenture as hereby amended, but only upon the terms and conditions set forth in the Indenture.
Section 210 Responsibility of the Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company.
[Signature Page Follows]
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NEXSTAR BROADCASTING, INC. | ||
By: | /s/ Xxxxx X. Xxxx | |
Name: | Xxxxx X. Xxxx | |
Title: | President and Chief Executive Officer |
Signature Page to Second Supplemental Indenture - 2014 PIK Notes
THE BANK OF NEW YORK MELLON, as Trustee | ||
By: | /s/ Xxxxxx X. Xxxxx | |
Authorized Signatory |
Signature Page to Second Supplemental Indenture - 2014 PIK Notes