First Supplemental Indenture
Exhibit 4.4
First Supplemental Indenture
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 19, 2019, by and among Nexstar Broadcasting, Inc., a Delaware corporation (“Issuer”), the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”) and Xxxxx Fargo Bank, National Association, as Trustee under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, each of the Issuer and the Trustee have heretofore executed and delivered an indenture dated as of January 29, 2015 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate principal amount of $275,000,000 of 6.125% Senior Notes due 2022 (the “Notes”) of the Issuer;
WHEREAS, the Indenture provides that the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Note Guarantee”), each on the terms and conditions set forth herein; and
WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuer, any Guarantor and the Trustee are authorized to execute and deliver this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the benefit of the Trustee and the Holders of the Notes as follows:
Article I
DEFINITIONS
Section 1.1Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
Article II
AGREEMENT TO BE BOUND; GUARANTEE
Section 2.1Agreement to be Bound. Each of the Guaranteeing Subsidiaries hereby becomes a party to the Indenture as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.
Section 2.2Guarantee. Each of the Guaranteeing Subsidiaries agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture on a senior basis.
Article III
MISCELLANEOUS
Section 3.1Notices. All notices and other communications to the Guarantors shall be given as provided in the Indenture.
Section 3.2Merger and Consolidation. Each Guaranteeing Subsidiary shall not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1(g) of the Indenture.
Section 3.3Release of Guarantee. The Note Guarantees hereunder may be released in accordance with Section 10.2 of the Indenture.
Section 3.4Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.
Section 3.5Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
Section 3.6Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
Section 3.7Benefits Acknowledged. Each Guaranteeing Subsidiary’s Note Guarantee is subject to the terms and conditions set forth in the Indenture. Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee are knowingly made in contemplation of such benefits.
Section 3.8Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
Section 3.9The Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.
Section 3.10Counterparts. The parties hereto 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. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
Section 3.11Execution and Delivery. Each Guaranteeing Subsidiary agrees that its Note Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of any such Note Guarantee.
Section 3.12Headings. The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
501 N. ORANGE HOLDCO, LLC
AL-HUNTSVILLE-200 HOMES AVENUE, LLC
XX-XXXX XXXXX-000 XXXXX 00XX XXXXXX, LLC
AR-VAN BUREN-179 GLADEWOOD ROAD, LLC
CA-4655 FRUITRIDGE ROAD, LLC
CA-LATS SOUTH, LLC
CA-LOS ANGELES TIMES SQUARE, LLC
CA-OLYMPUS PLANT, LLC
CHICAGOLAND TELEVISION NEWS, LLC
CLASSIFIED VENTURES HOLDCO, LLC
CO-1006 LOOKOUT MOUNTAIN ROAD, LLC
CO-CLEAR CREEK COUNTRY-ARGENTINE PASS, LLC
CO-DENVER-100 EAST XXXXX BOULEVARD, LLC
CO-GOLDEN-21214 CEDAR LAKE ROAD, LLC
CT-121 WAWARME AVENUE, LLC
CT-285 BROAD STREET, LLC
CT-WTIC, LLC
FL-633 NORTH ORANGE AVENUE, LLC
FL-DEERFIELD PLANT, LLC
FL-ORLANDO SENTINEL, LLC
FOXCO ACQUISITION FINANCE CORPORATION
FOXCO ACQUISITION SUB, LLC
FOXCO ACQUISITION, LLC
IA-XXXXXXX XXXX COUNTRY, LLC
IA-DES MOINES-1801 GRAND AVENUE, LLC
XX-00000 XXXXXXXX XXXXXX, LLC
XX-00000 XXXXX 000XX XXXXX, LLC
IL-2501 XXXX XXXXXXX PLACE, LLC
XX-0000 XXXXX XXXXXXXXXX, LLC
XX-0000 XXXXXXX XXXXX, LLC
XX-000 XXXXXXXX XXXX, XXX
XX-000 WEST CHICAGO AVENUE, LLC
IL-XXXXX COUNTRY-RUSTIC HILL, LLC
XX-XXXXXX-0000 XXXX 00 XXXXXX, XXX
XX-XXXXX-0000 XXXXX 1100 AVENUE, LLC
IL-TRIBUNE TOWER, LLC
IN-2350 WESTLAND ROAD, LLC
IN-6910 NETWORK PLACE, LLC
IN-TRAFALGAR WTTV, LLC
IN-WINDFALL WTTV, LLC
KDAF, LLC
KIAH, LLC
KPLR, INC.
KRCW, LLC
As a Guarantor
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By: |
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/s/ Xxxxxx X. Xxxxxx |
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Name: |
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Xxxxxx X. Xxxxxx |
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Title: |
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Treasurer |
[Signature Page to First Supplemental Indenture re 6.125% Notes]
KSTU LICENSE, LLC
KSTU, LLC
KSWB, LLC
KTLA, LLC
KTVI LICENSE, LLC
KTVI, LLC
KTXL, LLC
KWGN, LLC
LOCAL TV AIRCRAFT, INC.
LOCAL TV FINANCE CORPORATION
LOCAL TV FINANCE, LLC
LOCAL TV HOLDINGS, LLC
LOCAL TV NORFOLK REAL ESTATE, LLC
LOCAL TV, LLC
MAGIC T MUSIC PUBLISHING COMPANY, LLC
MD-3400 XXXXXXX PARK DRIVE, LLC
MD-601 X. XXXXXXX, LLC
MD-NORTH XXXXXXX STREET, LLC
MI-3117 PLAZA DRIVE, LLC
MI-XXXXX ROAD, LLC
MI-KANSAS XXXX-0000 XXXXXX XXXXXX, LLC
MO-ST XXXXX-XXXX AVENUE, LLC
XX-XXXX XXXXX-0000 XXXXXXX STREET, LLC
NC-SOFIA-4119 OLD COURTHOUSE ROAD, LLC
OAK BROOK PRODUCTIONS, LLC
XX-XXXXXXXXX-0000 XXXXX XXXXXXXX XXXX, LLC
XX-XXXXX-0000 XXXX XXXXXXXX XXXXXX XXXX, LLC
OK-OKLAHOMA CITY-EAST XXXXXXX ROAD, LLC
XX-00000 XX XXXXXX XXXXX, LLC
PA-550 EAST ROCK ROAD, LLC
XX-0000 XXXXX XXXXX XXXXXX, LLC
XX-0000 XXXXXXXXXX XXXXXX, LLC
PA-LUZERNE COUNTRY-PENOBSCOT MOUNTAIN, LLC
PA-MOOSIC-16 MONTAGE MOUNTAIN ROAD, LLC
PA-MORNING CALL, LLC
PA-XXXXXX, LLC
PA-SOUTH ABINGTON-RT 11 AND XXXXXX HWY, LLC
RIVERWALK HOLDCO II, LLC
RIVERWALK HOLDCO, LLC
TN-MEMPHIS-803 CHANNEL 3 DRIVE, LLC
TOWER DISTRIBUTION COMPANY, LLC
TOWERING T MUSIC PUBLISHING COMPANY, LLC
TREH CM MEMBER 2, LLC
TREH COSTA MESA, LLC
As a Guarantor
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By: |
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/s/ Xxxxxx X. Xxxxxx |
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Name: |
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Xxxxxx X. Xxxxxx |
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Title: |
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Treasurer |
[Signature Page to First Supplemental Indenture re 6.125% Notes]
TRIBUNE (FN) CABLE VENTURES, LLC
TRIBUNE BROADCASTING COMPANY II, LLC
TRIBUNE BROADCASTING COMPANY, LLC
TRIBUNE BROADCASTING DENVER LICENSE, LLC
TRIBUNE BROADCASTING DENVER, LLC
TRIBUNE BROADCASTING FORT XXXXX LICENSE, LLC
TRIBUNE BROADCASTING FORT XXXXX, LLC
TRIBUNE BROADCASTING HARTFORD, LLC
TRIBUNE BROADCASTING INDIANAPOLIS, LLC
TRIBUNE BROADCASTING KANSAS CITY, LLC
TRIBUNE BROADCASTING NORFOLK, LLC
TRIBUNE BROADCASTING OKLAHOMA CITY LICENSE, LLC
TRIBUNE BROADCASTING OKLAHOMA CITY, LLC
TRIBUNE BROADCASTING SEATTLE, LLC
TRIBUNE ENTERTAINMENT COMPANY, LLC
TRIBUNE MEDIA COMPANY
TRIBUNE NATIONAL MARKETING COMPANY, LLC
TRIBUNE REAL ESTATE HOLDINGS II, LLC
TRIBUNE REAL ESTATE HOLDINGS, LLC
TRIBUNE TELEVISION NEW ORLEANS, INC.
XX-0000 XXXXXXXX XXXXX, XXX
XX-0000 XXXX XXXXXXXXX FREEWAY, LLC
UT-SALT LAKE CITY-XXXXXX XXXXXXX DRIVE, LLC
VA-216 IRONBOUND ROAD, LLC
VA-NORFOLK-720 BOUSH STREET, LLC
VA-PORTSMOUTH-1318 XXXXXXXX STREET, LLC
VA-RICHMOND, LLC
VA-SUFFOLK-5277 NANSEMOND PARKWAY, LLC
XX-0000 XXXXXXXX XXXXXX, LLC
WDAF LICENSE, INC.
WDAF TELEVISION, INC.
WDCW, LLC
WGHP LICENSE, LLC
WGHP, LLC
WGN CONTINENTAL BROADCASTING COMPANY, LLC
WHNT LICENSE, LLC
WHNT, LLC
WHO LICENSE, LLC
WHO TELEVISION, LLC
WI-XXXXX XXXX-0000 XXXXX XXXXX XXX XXXX, LLC
WI-MILWAUKEE-1100 EAST CAPITAL DRIVE, LLC
As a Guarantor
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/s/ Xxxxxx X. Xxxxxx |
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Name: |
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Xxxxxx X. Xxxxxx |
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Title: |
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Treasurer |
[Signature Page to First Supplemental Indenture re 6.125% Notes]
WITI LICENSE, LLC
WITI TELEVISION, LLC
WJW LICENSE, LLC
WJW TELEVISION, LLC
WNEP, LLC
WPHL, LLC
WPIX, LLC
WPMT, LLC
WQAD LICENSE, LLC
WQAD, LLC
WREG LICENSE, LLC
WREG, LLC
WSFL, LLC
WTVR LICENSE. LLC
WTVR, LLC
WXMI, LLC
As a Guarantor
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By: |
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/s/ Xxxxxx X. Xxxxxx |
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Name: |
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Xxxxxx X. Xxxxxx |
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Title: |
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Treasurer |
[Signature Page to First Supplemental Indenture re 6.125% Notes]
LIN TELEVISION OF TEXAS, INC.,
as a Guarantor
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By: |
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/s/ Xxxxxx X. Xxxxxx |
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Name: |
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Xxxxxx X. Xxxxxx |
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Title: |
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Chief Financial Officer |
[Signature Page to First Supplemental Indenture re 6.125% Notes]
NEXSTAR BROADCASTING, INC.
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By: |
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/s/ Xxxxxx X. Xxxxxx |
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Name: |
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Xxxxxx X. Xxxxxx |
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Title: |
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Executive Vice President and |
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Chief Financial Officer |
[Signature Page to First Supplemental Indenture re 6.125% Notes]
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
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/s/ Xxxxx X. Xxxxx |
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Name: |
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Xxxxx X. Xxxxx |
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Title: |
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Asst. Vice President |
[Signature Page to First Supplemental Indenture re 6.125% Notes]
