Nexstar Media 8K Entry into a Material Definitive Agreement | NXST 22 Nov 19

Exhibit 4.3

EXECUTION VERSION

SECOND SUPPLEMENTAL INDENTURE

SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 22, 2019, by and among Nexstar Broadcasting, Inc., a Delaware corporation (the “Issuer”), Nexstar Media Group, Inc., a Delaware corporation (“Parent”), the other guarantors party hereto (together with Parent, the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer, the Guarantors and the Trustee have heretofore executed and delivered an indenture, dated as of July 3, 2019 (as amended or supplemented prior to the date hereof, the “Indenture”), relating to the issuance of 5.625% Senior Notes due 2027;

WHEREAS, pursuant to and on the date of the Indenture, the Issuer initially issued $1,120,000,000 aggregate principal amount of its 5.625% Senior Notes due 2027 (the “Initial Notes”);

WHEREAS, Section 2.1(a) of the Indenture provides that Additional Notes may be issued from time to time by the Issuer (subject to the Issuer’s compliance with Sections 3.2 and 3.6 of the Indenture) without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and, except as set forth therein, shall have the same terms as to status, redemption or otherwise as the Initial Notes;

WHEREAS, the Issuer and the Guarantors desire to execute and deliver this Supplemental Indenture for the purpose of issuing an additional $665,000,000 aggregate principal amount of 5.625% Senior Notes due 2027, having terms substantially identical in all material respects to the Initial Notes (the “Additional 2027 Notes” and, together with the Initial Notes, the “Notes”); and

WHEREAS, Section 9.1(7) of the Indenture provides that the Issuer, the Guarantors and the Trustee may supplement the Indenture without the consent of any Holder to provide for the issuance of Additional Notes in accordance with the terms of the Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Additional Notes. As of the date hereof, the Issuer will issue, and the Trustee is directed to authenticate and deliver, the Additional 2027 Notes in an aggregate principal amount of $665,000,000, which constitute Additional Notes under the Indenture, having terms substantially identical in all material respects to the Initial Notes, at an issue price of 104.875%, plus accrued and unpaid interest from July 3, 2019. The interest on the Additional 2027 Notes shall accrue from July 3, 2019. The Additional 2027 Notes shall be issued as Restricted Notes under the Indenture. The Initial Notes and the Additional 2027 Notes shall be treated as a single class for all purposes under the Indenture.

(3) Necessary Actions. Each of the Issuer and the Guarantors hereby represents and warrants that all actions necessary to give effect to this Supplemental Indenture have been taken.

(4) Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

(5) Counterparts. 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.

(6) Headings. The headings of 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.

(7) 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 Issuer and the Guarantors. The Trustee shall not be accountable for the use or application by the Issuer of the Notes or any Additional Notes or the proceeds thereof.

(8) Continued Effect. Except as expressly supplemented and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Indenture (as supplemented and amended by this Supplemental Indenture) is in all respects hereby ratified and confirmed. This Supplemental Indenture and all the terms and conditions of this Supplemental Indenture, with respect to the Notes, shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.

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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.


		NEXSTAR BROADCASTING, INC.

By:		/s/ Thomas E. Carter
Name:		Thomas E. Carter
Title:		Executive Vice President and Chief Financial Officer