FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated September 19, 2019, by and among Nexstar Escrow, Inc., a Delaware corporation (the Escrow Issuer), to be merged with and into Nexstar Broadcasting, Inc., a Delaware corporation (NBI), Nexstar Media Group, Inc., a Delaware corporation (Parent), the parties that are signatories hereto as Guarantors (each a Guaranteeing Subsidiary) and Citibank, N.A., as trustee under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, each of Nexstar Escrow, Inc., a Delaware corporation (the Escrow Issuer) and the Trustee have heretofore executed and delivered an indenture dated as of July 3, 2019 (as amended, supplemented, waived or otherwise modified, the Indenture), providing for the issuance of an aggregate principal amount of $1,120,000,000 of 5.625% Senior Notes due 2027 (the Notes) of the Issuer (as defined in the Indenture);
WHEREAS, the Indenture provides, among other things, that the Escrow Issuer shall be permitted to merge with or into NBI, provided that, among other things, NBI and the Guarantors shall expressly assume upon any such merger, all of the obligations of Escrow Issuer under the Notes and the Indenture;
WHEREAS, the Escrow Issuer has merged with and into NBI, with NBI continuing its existence under Delaware law, and the merger has become effective under the laws of the State of Delaware;
WHEREAS, the Indenture provides that upon the Escrow Release Date each of NBI and the Guarantors shall execute and deliver to the Trustee a supplemental indenture and become parties to the Indenture and pursuant to which NBI shall assume all of the obligations of the Escrow Issuer under the Notes and the Indenture, as applicable, and the Guarantors shall unconditionally guarantee all of NBIs obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the Note Guarantee) (provided that the Guarantee provided by Parent is subject to the terms of the definition of Guarantor provided in the Indenture);
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;
WHEREAS, each of NBI and the Guarantors has been duly authorized to enter into this Supplemental Indenture; and
WHEREAS, all acts, conditions, proceedings and requirements necessary to make this Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its terms for the purposes expressed herein, in accordance with its terms, have been duly done and performed.