FIFTH SUPPLEMENTAL INDENTURE
Exhibit 4.6
THIS FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of September 19, 2019, is entered into by and among Nexstar Broadcasting, Inc., a Delaware corporation (“Issuer”) (as successor to LIN Television Corporation, a Delaware corporation), the parties that are signatories hereto as Guarantors (each a “New Guarantor”) and The Bank of New York Mellon, as trustee under the indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, an aggregate of $400,000,000 of 5.875% Senior Notes due 2022 (the “Notes”) was issued pursuant to an indenture (the “Original Indenture”), dated as of November 5, 2014, between Media General Financing Sub, Inc., a Delaware corporation (“Financing Sub”), and the Trustee;
WHEREAS, LIN Television, the guarantors named therein and the Trustee entered into a first supplemental indenture to the Original Indenture, dated as of December 19, 2014 (the “First Supplemental Indenture”), pursuant to which LIN Television assumed the obligations of Finance Sub under the Notes and the Indenture and the guarantors named therein agreed to guarantee all of the Issuer’s obligations under the Notes and the Indenture;
WHEREAS, LIN Television, the guarantors named therein and the Trustee entered into a second supplemental indenture to the Original Indenture, dated as of November 4, 2015 (the “Second Supplemental Indenture”), pursuant to which an additional entity guaranteed the Indenture and the Notes;
WHEREAS, LIN Television, the guarantors named therein and the Trustee entered into a third supplemental indenture to the Original Indenture, dated as of January 17, 2017 (the “Third Supplemental Indenture”), pursuant to which additional entities guaranteed the Indenture and the Notes;
WHEREAS, LIN Television, the guarantors named therein and the Trustee entered into a fourth supplemental indenture to the Original Indenture, dated as of March 17, 2017 (the “Fourth Supplemental Indenture” and together with the First Supplemental Indenture, the Second Supplemental Indenture and Third Supplemental Indenture and the Original Indenture, the “Indenture”), pursuant to which LIN Television Corporation merged into the Issuer;
WHEREAS, Section 901(e) of the Indenture provides that, without the consent of any Holder, the Issuer, when authorized by a Board Resolution and upon delivery to the Trustee of an Opinion of Counsel to the effect that such supplemental indenture is permitted under the Indenture, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental thereto, in form and substance reasonably satisfactory to the Trustee, to add or release a Guarantor pursuant to the requirements of Section 1014 and Section 1314;
WHEREAS, each of the New Guarantors have been duly authorized to enter into the Supplemental Indenture; and
WHEREAS, all acts, conditions, proceedings and requirements necessary to make this Fifth Supplemental Indenture a valid and binding agreement enforceable in accordance with its terms for the purposes expressed herein, in accordance with its terms, have been duly done and performed.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the New Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1.Definitions. As used in this Fifth 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 Fifth Supplemental Indenture refer to this Fifth Supplemental Indenture as a whole and not to any particular section hereof.
2.Agreement to Guarantee. The New Guarantors hereby become party to the Indenture as Guarantors 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.
3.Release of Guarantee. The Guarantees hereunder may be released in accordance with Section 1314 of the Indenture.
4.NEW YORK LAW TO GOVERN. THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
5.Counterparts. The parties may sign any number of copies of this Fifth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
6.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
7.The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifth Supplemental Indenture or the New Guarantee or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the New Guarantors.
8.Ratification of Indenture; Fifth Supplemental Indenture 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 Fifth 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.
[Signature Pages Follow]
2
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed and attested, all 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. |
|
As a Guarantor |
|
By: |
/s/ Xxxxxx X. Xxxxxx |
|
|
|
Name: |
Xxxxxx X. Xxxxxx |
|
|
Title: |
Treasurer |
[Signature page to Fifth Supplemental Indenture re 5.875% Notes]
KRCW, LLC
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
|
By: |
|
/s/ Xxxxxx X. Xxxxxx |
||
|
|
|
Name: |
|
Xxxxxx X. Xxxxxx |
|
|
|
Title: |
|
Treasurer |
[Signature page to Fifth Supplemental Indenture re 5.875% 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
|
By: |
|
/s/ Xxxxxx X. Xxxxxx |
||
|
|
|
Name: |
|
Xxxxxx X. Xxxxxx |
|
|
|
Title: |
|
Treasurer |
[Signature page to Fifth Supplemental Indenture re 5.875% 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
|
By: |
|
/s/ Xxxxxx X. Xxxxxx |
||
|
|
|
Name: |
|
Xxxxxx X. Xxxxxx |
|
|
|
Title: |
|
Treasurer |
[Signature page to Fifth Supplemental Indenture re 5.875% Notes]
NEXSTAR BROADCASTING, INC.
|
By: |
|
/s/ Xxxxxx X. Xxxxxx |
||
|
|
|
Name: |
|
Xxxxxx X. Xxxxxx |
|
|
|
Title: |
|
Executive Vice President and |
|
|
|
|
|
Chief Financial Officer |
[Signature page to Fifth Supplemental Indenture re 5.875% Notes]
TRUSTEE:
THE BANK OF NEW YORK MELLON, as Trustee
|
By: |
|
/s/ Xxxxxxxx X. X’Xxxxx |
||
|
|
|
Name: |
|
Xxxxxxxx X. X’Xxxxx |
|
|
|
Title: |
|
Vice President |
[Signature page to Fifth Supplemental Indenture re 5.875% Notes]
