TRIBUNE MEDIA COMPANY, as the Company, and the Subsidiary Guarantors from time to time party to the Indenture and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FOURTH SUPPLEMENTAL INDENTURE DATED AS OF June 22, 2017 Providing for...
Exhibit 4.1
TRIBUNE MEDIA COMPANY,
as the Company,
and
the Subsidiary Guarantors from time to time party to the Indenture
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
DATED AS OF June 22, 2017
Providing for Amendments to the Indenture
This FOURTH SUPPLEMENTAL INDENTURE, dated as of June 22, 2017 (this “Supplemental Indenture”), among Tribune Media Company (the “Company”), the Subsidiary Guarantors under the Indenture referred to below (the “Subsidiary Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, each of the Company, the Subsidiary Guarantors and the Trustee is a party to an Indenture, dated as of June 24, 2015 (as amended, supplemented, waived or otherwise modified, the “Indenture”), pursuant to which the Company’s 5.875% Senior Notes due 2022 (the “Notes”) were issued;
WHEREAS, the Company has solicited (the “Consent Solicitation”) the consent of the Holders of the Notes (the “Holders”) to the execution and delivery of a supplemental indenture to effect the amendments to the Indenture contemplated by Article 1 hereto (the “Amendments”);
WHEREAS, Section 9.2 of the Indenture provides that the Company and the Trustee may amend or supplement the Indenture, the Notes and the Guarantees with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (the “Requisite Consents”);
WHEREAS, in connection with the Consent Solicitation, Holders that have validly delivered, and have not validly revoked, consents on a timely basis (the “Consenting Holders”) are entitled to receive a consent payment (the “Consent Payment”) with respect to the Notes in respect of which they have validly consented, payable if all conditions to the Consent Solicitation are satisfied or waived by the Company;
WHEREAS, the Holders that have approved this Supplemental Indenture constitute Holders of at least a majority in aggregate principal amount of the Notes outstanding as of 5:00 p.m., New York City time, on June 9, 2017 (the “Record Date”);
WHEREAS, the Company has requested and hereby requests that the Trustee execute and deliver this Supplemental Indenture;
WHEREAS, the execution and delivery of this Supplemental Indenture have been duly authorized by the Company and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders as follows:
ARTICLE I
AMENDMENT OF INDENTURE
Section 1.1 The following definitions are hereby added to Section 1.1 of the Indenture:
“Parent Entity” means any Person of which another Person is or becomes a Subsidiary.
“Parent Guarantee” means any guarantee of the Obligations of the Company under this Indenture and the Notes by any Parent Entity in accordance with the provisions of the Indenture.
“Parent Guarantor” means any Parent Entity that guarantees any series of Notes.
“Xxxxxxxx” means Xxxxxxxx Broadcast Group, Inc., a Maryland corporation.
“Xxxxxxxx Transactions” means (i) the acquisition of the Company by Xxxxxxxx (the “Xxxxxxxx Acquisition”) pursuant to the agreement and plan of merger, dated as of May 8, 2017 (as amended and supplemented to the date hereof, the “Xxxxxxxx Merger Agreement”), by and between Xxxxxxxx and the Company, (ii) any Incurrence of Indebtedness by Xxxxxxxx, the Company or any of their respective Affiliates relating to the Xxxxxxxx Acquisition and the refinancing of any existing Indebtedness of Xxxxxxxx or the Company in connection with the Xxxxxxxx Acquisition, (iii) any restructuring transactions relating to the Xxxxxxxx Acquisition and (iv) any other transactions contemplated by the Xxxxxxxx Merger Agreement or entered into in connection with or relating to the Xxxxxxxx Acquisition.
Section 1.2 The definition of “Change of Control Triggering Event” in Section 1.1 of the Indenture is hereby amended to add the following as the last sentence of the definition:
Notwithstanding the foregoing, in no event shall a Change of Control Triggering Event be deemed to have occurred as a result of or in connection with the Xxxxxxxx Transactions.
Section 1.3 The following hereby amends and replaces the definition of “Specified Transaction” in Section 1.1 of the Indenture:
“Specified Transaction” means any Incurrence or repayment, repurchase, redemption, satisfaction and discharge, defeasance or other acquisition, retirement or discharge of Indebtedness (excluding Indebtedness Incurred for working capital purposes other than pursuant to the Senior Credit Agreement) or Disqualified Stock or Preferred Stock, any Investment that results in a Person becoming a Subsidiary, any transaction that results in a Person becoming a Related License Corporation, any transaction that results in a Person ceasing to be a Related License Corporation, any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any acquisition or any Asset Sale or other disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Company, any investment constituting an acquisition of assets constituting a
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business unit, line of business or division of another Person by the Company, a Restricted Subsidiary or a Related License Corporation, any disposition of a business unit, line of business or division of the Company, a Restricted Subsidiary or a Related License Corporation, any Permitted Asset Swap, the cessation of the operations of a business unit, line of business or division of the Company or a Restricted Subsidiary or the Xxxxxxxx Transactions, in each case set forth in this definition, whether by merger, consolidation, amalgamation or otherwise or any operational change or any material restructuring of the Company or implementation of initiative or other event that by the terms of this Indenture requires “Pro Forma Compliance” with a test or covenant thereunder or requires or permits such test or covenant to be calculated on a “Pro Forma Basis” or to be given “Pro Forma Effect.”
Section 1.4 Section 3.2 of the Indenture is hereby amended to add the following as new subsections:
(c) Notwithstanding Section 3.2(a), any Parent Entity that has provided a Parent Guarantee of the Notes may satisfy the obligations of the Company set forth in this Section 3.2 by providing the applicable annual reports, information, documents and other reports of such Parent Entity in lieu of the Company in the manner set forth in Section 3.2(a) (such Parent Entity, the “Reporting Parent Entity”).
(d) If at any time the financial statements of the Reporting Parent Entity are not required to include the condensed consolidating financial information of the Company and the Guarantors in accordance with Rule 3-10 (or its successor) of Regulation S-X under the Securities Act, then either (1) the financial statements of the Reporting Parent Entity will include condensed consolidating financial information that includes information on the balance sheet, results of operations and cash flows of the Reporting Parent Entity, Company, the Guarantors and, on a combined basis, any other Subsidiaries of the Reporting Parent Entity presented in accordance with Rule 3-10 of Regulation S-X under the Securities Act, or (2) the Reporting Parent Entity shall furnish to each Holder (including by posting on a website accessible to each Holder) (a) within 120 days after the end of each fiscal year of the Company, the audited financial statements of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of recognized national standing and (b) within 60 days after the end of each of the first three quarters of each fiscal year of the Company, the unaudited financial statements of the Company and its Subsidiaries (excluding Unrestricted Subsidiaries) as of the end of and for such fiscal quarter and the then-elapsed portion of such fiscal year, setting forth in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified by an Officer of the Company.
Section 1.5 Section 3.4 is hereby amended to add the following as Section 3.4(b)(xxiii):
(xxiii) any payments or distributions made in connection with the Xxxxxxxx Transactions; and
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Section 1.6 Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as so 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
MISCELLANEOUS PROVISIONS
Section 2.1 Governing Law. This Supplemental Indenture, the Notes and the Guarantees shall be governed by, and construed in accordance with, the laws of the State of New York.
Section 2.2 Effectiveness. This Supplemental Indenture shall become effective and binding on the Company, the Subsidiary Guarantors, the Trustee and the Holders upon the execution and delivery of this Supplemental Indenture by the parties hereto and upon payment of the aggregate Consent Payment by Xxxxxxxx or its wholly owned subsidiary, Xxxxxxxx Television Group, Inc., to the paying agent in the Consent Solicitation (the “Paying Agent”) for the benefit of the Holders, on a pro rata basis, from which the Company has obtained valid Consents on or prior to the expiration date of the Consent Solicitation (the “Expiration Date”) (and which Consents have not been validly revoked on or prior to the earlier of the Expiration Date and the time of the execution of this Supplemental Indenture). The time and date on which this Supplemental Indenture becomes effective is hereinafter referred to as the “Effective Time.” The Amendments will become operative immediately prior to the consummation of the Xxxxxxxx Acquisition. Even if this Supplemental Indenture becomes effective and the Amendments become operative, the Amendments shall cease to be operative if the Xxxxxxxx Acquisition does not close, in which event the Indenture shall revert to the form in effect immediately prior to the Effective Time, with such reversion being retroactive as if the Amendments had never become operative, and this Supplemental Indenture shall have no further force or effect. The Company shall furnish the Trustee with an Officer’s Certificate promptly after the Amendments become operative, stating that the Amendments have become operative.
Section 2.3 Ratification 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. Except as otherwise provided in Section 2.2 hereof, this Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter delivered shall be bound hereby.
Section 2.4 The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity, sufficiency or adequacy of this Supplemental Indenture or for or in respect of the recitals or statements contained herein, all of which recitals and statements are made solely by the Company, and the Trustee assumes no responsibility for their correctness.
Section 2.5 Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same
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agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic (i.e., “pdf” or “tif”) 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 electronic (i.e., “pdf” or “tif”) transmission shall be deemed to be their original signatures for all purposes.
Section 2.6 Headings. The section headings herein are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.
Section 2.7 Successors. All agreements of the Company in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
| TRIBUNE MEDIA COMPANY | ||||
| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature Page to Fourth Supplemental Indenture]
| GUARANTORS: |
| CHICAGOLAND TELEVISION NEWS, LLC |
| CLASSIFIED VENTURES HOLDCO, LLC |
| FOXCO ACQUISITION, LLC |
| FOXCO ACQUISITION SUB, LLC |
| KDAF, LLC |
| KIAH, LLC |
| KRCW, LLC |
| KSTU, LLC |
| KSTU LICENSE, LLC |
| KSWB, LLC |
| KTLA, LLC |
| KTVI, LLC |
| KTVI LICENSE, LLC |
| KTXL, LLC |
| KWGN, LLC |
| LOCAL TV, LLC |
| LOCAL TV FINANCE, LLC |
| LOCAL TV HOLDINGS, LLC |
| LOCAL TV NORFOLK REAL ESTATE, LLC |
| MAGIC T MUSIC PUBLISHING COMPANY, LLC |
| OAK BROOK PRODUCTIONS, LLC |
| TOWER DISTRIBUTION COMPANY, LLC |
| TOWERING T MUSIC PUBLISHING COMPANY, LLC |
| TRIBUNE (FN) CABLE VENTURES, LLC |
| TRIBUNE BROADCASTING COMPANY, LLC |
| TRIBUNE BROADCASTING COMPANY II, LLC |
| TRIBUNE BROADCASTING DENVER, LLC |
| TRIBUNE BROADCASTING DENVER LICENSE, LLC |
| TRIBUNE BROADCASTING FORT XXXXX, LLC |
| TRIBUNE BROADCASTING FORT XXXXX LICENSE, LLC |
| TRIBUNE BROADCASTING HARTFORD, LLC |
| TRIBUNE BROADCASTING INDIANAPOLIS, LLC |
| TRIBUNE BROADCASTING NORFOLK, LLC |
| TRIBUNE BROADCASTING OKLAHOMA CITY, LLC |
[Signature Page to Fourth Supplemental Indenture]
| TRIBUNE BROADCASTING OKLAHOMA CITY LICENSE, LLC | ||
| TRIBUNE BROADCASTING SEATTLE, LLC | ||
| TRIBUNE ENTERTAINMENT COMPANY, LLC | ||
| TRIBUNE MANAGEMENT HOLDINGS, LLC | ||
| TRIBUNE NATIONAL MARKETING COMPANY, LLC | ||
| WDCW, LLC | ||
| WGHP, LLC | ||
| WGHP LICENSE, LLC | ||
| WGN CONTINENTAL BROADCASTING COMPANY, LLC | ||
| WHNT, LLC | ||
| WHNT LICENSE, LLC | ||
| WHO LICENSE, LLC | ||
| WHO TELEVISION, LLC | ||
| WITI LICENSE, LLC | ||
| WITI TELEVISION, LLC | ||
| WJW LICENSE, LLC | ||
| WJW TELEVISION, LLC | ||
| WNEP, LLC | ||
| WPHL, LLC | ||
| WPIX, LLC | ||
| WPMT, LLC | ||
| WQAD, LLC | ||
| WQAD LICENSE, LLC | ||
| WREG, LLC | ||
| WREG LICENSE, LLC | ||
| WSFL, LLC | ||
| WTVR, LLC | ||
| WTVR LICENSE, LLC | ||
| WXMI, LLC | ||
| FOXCO ACQUISITION FINANCE CORPORATION | ||
| KPLR, INC. | ||
| LOCAL TV AIRCRAFT, INC. | ||
| LOCAL TV FINANCE CORPORATION | ||
| TRIBUNE BROADCASTING KANSAS CITY, INC. | ||
| TRIBUNE TELEVISION NEW ORLEANS, INC. | ||
| WDAF LICENSE, INC. | ||
| WDAF TELEVISION, INC. | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Assistant Treasurer | |
[Signature Page to Fourth Supplemental Indenture]
| TRIBUNE REAL ESTATE HOLDINGS, LLC |
| TRIBUNE REAL ESTATE HOLDINGS II, LLC |
| AL-HUNTSVILLE-200 XXXXXX AVENUE, LLC |
| XX-XXXX XXXXX-000 XXXXX 00XX XXXXXX, LLC |
| AR-VAN BUREN-179 GLADEWOOD ROAD, LLC |
| CA-4655 FRUITRIDGE ROAD, LLC |
| CA-OLYMPIC PLANT, LLC |
| CA-LOS ANGELES TIMES SQUARE, LLC |
| XX-0000 XXXXXXX XXXXXXXX XXXX, LLC |
| CO-CLEAR CREEK COUNTY-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 |
| IA-XXXXXXX XXXX COUNTY, 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, LLC |
| IL-777 WEST CHICAGO AVENUE, LLC |
| IL-XXXXX COUNTY-RUSTIC HILL, LLC |
| XX-XXXXXX-0000 XXXX 00 XXXXXX, XXX |
| XX-XXXXX-0000 XXXXX 1100 AVENUE, LLC |
| IL-TRIBUNE TOWER, LLC |
| XX-0000 XXXXXXXX ROAD, LLC |
| IN-6910 NETWORK PLACE, LLC |
| IN-TRAFALGAR WTTV, LLC |
| IN-WINDFALL WTTV, LLC |
| MD-3400 XXXXXXX PARK DRIVE, LLC |
| MD-601 X. XXXXXXX STREET, LLC |
| MI-3117 PLAZA DRIVE, LLC |
| MI-XXXXX ROAD, LLC |
[Signature Page to Fourth Supplemental Indenture]
| MO-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 |
| OH-CLEVELAND-5800 SOUTH MARGINAL ROAD, LLC |
| XX-XXXXX-0000 XXXX XXXXXXXX XXXXXX XXXX, LLC |
| OK-OKLAHOMA CITY-EAST XXXXXXX ROAD, LLC |
| XX-00000 XX XXXXXX XXXXX, LLC |
| XX-0000 XXXXX XXXXX XXXXXX, LLC |
| XX-0000 XXXXXXXXXX XXXXXX, LLC |
| PA-550 EAST ROCK ROAD, LLC |
| PA-LUZERNE COUNTY-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 |
| TN-MEMPHIS-803 CHANNEL 3 DRIVE, LLC |
| 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 |
| WI-XXXXX XXXX-0000 XXXXX XXXXX XXX XXXX, LLC |
| WI-MILWAUKEE-1100 EAST CAPITAL DRIVE, LLC 501 N. ORANGE HOLDCO, LLC |
| CA-LATS SOUTH, LLC |
| MD-601 X. XXXXXXX, LLC |
| XXXX XX MEMBER 2, LLC |
| TREH COSTA MESA, LLC |
[Signature Page to Fourth Supplemental Indenture]
| RIVERWALK HOLDCO, LLC | ||
| RIVERWALK HOLDCO II, LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page to Fourth Supplemental Indenture]
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee | ||
| By: | /s/ Xxxxxxx Xxxx | |
| Name: Xxxxxxx Xxxx | ||
| Title: Vice President | ||
[Signature Page to Fourth Supplemental Indenture]
