Exhibit 10.1
Execution Version
NEXSTAR BROADCASTING,
INC.
7% Senior Subordinated PIK Notes
due 2014
Registration Rights
Agreement
March 30, 2009
UBS Securities LLC
299 Park Avenue
New York, New York 10171
Ladies and Gentlemen:
Nexstar Broadcasting, Inc. a
Delaware corporation (the “ Company ”), is
exchanging (the “ Exchange Offer ”), on the date
hereof, certain outstanding 7% Senior Subordinated Notes due 2014
of the Company (the “ Existing Notes ”) for
(i) cash and (ii) approximately $142,320,761 in aggregate
principal amount of the Company’s new 7% Senior Subordinated
PIK Notes due 2014, which are unconditionally guaranteed by the
Guarantors (as defined herein), upon the terms and conditions set
forth in that certain Offering Memorandum, dated February 27,
2009, as supplemented, and that certain Dealer Manager Agreement
(the “ Dealer Manager Agreement ”), dated as of
February 27, 2009, among the Company, Nexstar Broadcasting
Group, Inc., Mission Broadcasting Group, Inc. and UBS Securities
LLC. As an inducement to the holders of Existing Notes to tender
their Existing Notes in the Exchange Offer, and in satisfaction of
a condition to the obligations of the Company under the Exchange
Offer, the Company and the Guarantors agree with the Dealer Manager
(as defined herein), for the benefit of the holders (as defined
herein) from time to time of the Registrable Securities (as defined
herein), as follows:
1. Certain Definitions . For
purposes of this Registration Rights Agreement (this “
Agreement ”), the following terms shall have the
following respective meanings:
“ Base Interest ”
shall mean the interest that would otherwise accrue on the
Securities under the terms thereof and the Indenture, without
giving effect to the provisions of this Agreement.
The term “
broker-dealer ” shall mean any broker or dealer
registered with the Commission under the Exchange Act.
“ Business Day ”
shall mean each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions in New York City
are generally authorized or obligated by law or executive order to
be closed.
“ Closing Date ”
shall mean the date on which the Securities are initially
issued.
“ Commission ”
shall mean the United States Securities and Exchange Commission, or
any other federal agency at the time administering the Exchange Act
or the Securities Act, whichever is the relevant statute for the
particular purpose.
“ Company ” shall
have the meaning assigned thereto in the preamble.
“ Dealer Manager
Agreement ” shall have the meaning assigned thereto in
the preamble.
“ Dealer Manager
” shall mean UBS Securities LLC.
“ Effective Time
” shall mean the time and date as of which the Commission
declares the Exchange Registration Statement effective or as of
which the Exchange Registration Statement otherwise becomes
effective.
“ Exchange Act ”
shall mean the Securities Exchange Act of 1934, or any successor
thereto, as the same shall be amended from time to time.
“ Exchange Offer
” shall have the meaning assigned thereto in the
preamble.
“ Exchange Registration
” shall have the meaning assigned thereto in
Section 3(c) hereof.
“ Exchange Registration
Statement ” shall have the meaning assigned thereto in
Section 2(a) hereof.
“ Exchange Securities
” shall have the meaning assigned thereto in
Section 2(a) hereof.
“ Existing Notes
” shall have the meaning assigned thereto in the
preamble.
“ FINRA ” shall
mean the Financial Industry Regulatory Authority, Inc.
“ First Supplemental
Indenture ” shall mean the First Supplemental Indenture,
dated as of the date hereof, among Nexstar Broadcasting Group,
Inc., the Company, Mission Broadcasting, Inc. and the
Trustee.
“ Free
Trade Date ” shall mean the 380 th day following the Closing
Date.
“ Freely Tradable
” shall mean, with respect to the Securities at any time of
determination, that (a) all outstanding Securities are
eligible to be sold by a person who has not been an
“affiliate” (as defined in Rule 405 under the
Securities Act) of the Company or any Guarantor during the
preceding 90 days without any volume or manner of sale restrictions
under the Securities Act, (b) the Company has provided a
certificate to the Trustee instructing the Trustee that the
restrictive legend on the Securities no longer applies and
(c) the Securities have been assigned an unrestricted CUSIP
number.
“ Guarantees ”
shall mean the guarantees as defined in and provided for in the
Indenture.
“ Guarantors ”
shall mean Nexstar Broadcasting Group, Inc. (only to the extent as
provided in the First Supplemental Indenture), Mission
Broadcasting, Inc. and all of the Company’s and Mission
Broadcasting, Inc.’s future domestic subsidiaries.
The term “ holder
” shall mean each of the persons who acquire Registrable
Securities from time to time (including any successors or assigns),
in each case for so long as such person owns any Registrable
Securities.
“ Indenture ”
shall mean the Indenture, dated March 30 2009, among the
Company, Mission Broadcasting, Inc., as guarantor, and The Bank of
New York Mellon, as trustee, as the same shall be supplemented or
amended from time to time.
The term “ person
” shall mean a corporation, association, partnership,
organization, business, individual, government or political
subdivision thereof or governmental agency.
“ Registrable
Securities ” shall mean the Securities; provided,
however, that a Security shall cease to be a Registrable
Security when (a) in the circumstances contemplated by
Section 2(a) hereof, the Security has been exchanged for an
Exchange Security in a Subsequent Exchange Offer as contemplated in
Section 2(a) hereof ( provided that any Exchange
Security that, pursuant to the second to last and third to last
sentences of Section 2(a), is included in a prospectus for use
in connection with resales by broker-dealers shall
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be deemed to be a Registrable Security with
respect to Sections 5, 6 and 9 until resale of such Registrable
Security has been effected within the 180-day period referred to in
Section 2(a)); (b) the Securities become Freely Tradable
or (c) such Security shall cease to be outstanding.
“ Registration Default
” shall have the meaning assigned thereto in
Section 2(b) hereof.
“ Registration Default
Period ” shall have the meaning assigned thereto in
Section 2(b) hereof.
“ Registration Expenses
” shall have the meaning assigned thereto in Section 4
hereof.
“ Resale Period ”
shall have the meaning assigned thereto in Section 2(a)
hereof.
“ Restricted Holder
” shall mean (i) a holder that is an affiliate of the
Company within the meaning of Rule 405, (ii) a holder who
acquires Exchange Securities outside the ordinary course of such
holder’s business, (iii) a holder who has arrangements
or understandings with any person to participate in the Subsequent
Exchange Offer for the purpose of distributing Exchange Securities
and (iv) a holder that is a broker-dealer, but only with
respect to Exchange Securities received by such broker-dealer
pursuant to a Subsequent Exchange Offer in exchange for Registrable
Securities acquired by the broker-dealer directly from the
Company.
“ Rule 144 ,”
“ Rule 405 ” and “ Rule 415 ”
shall mean, in each case, such rule promulgated under the
Securities Act (or any successor provision), as the same shall be
amended from time to time.
“ Securities ”
shall mean, approximately $142,320,761 in aggregate principal
amount of the Company’s new 7% Senior Subordinated PIK Notes
due 2014 to be issued to the holders in the Exchange Offer, and
securities issued in exchange therefor or in lieu thereof pursuant
to the Indenture. Each Security is entitled to the benefit of the
Guarantees and, unless the context otherwise requires, any
reference herein to a “Security,” an “Exchange
Security” or a “Registrable Security” shall
include a reference to the related Guarantees.
“ Securities Act
” shall mean the Securities Act of 1933, or any successor
thereto, as the same shall be amended from time to time.
“ Special Interest
” shall have the meaning assigned thereto in
Section 2(b) hereof.
“ Subsequent Exchange
Offer ” shall have the meaning assigned thereto in
Section 2(a) hereof.
“ Trustee ” shall
mean The Bank of New York Mellon, as trustee under the Indenture,
together with any successors in such capacity.
“ Trust Indenture Act
” shall mean the Trust Indenture Act of 1939, or any
successor thereto, and the rules, regulations and forms promulgated
thereunder, all as the same shall be amended from time to
time.
Unless the context otherwise
requires, any reference herein to a “Section” or
“clause” refers to a Section or clause, as the case may
be, of this Agreement, and the words “herein,”
“hereof” and “hereunder” and other words of
similar import refer to this Agreement as a whole and not to any
particular Section or other subdivision.
2. Registration Under the
Securities Act .
(a) Subject to the last sentence of
this Section 2(a), unless the Exchange Offer shall not be
permissible under applicable law or Commission policy (after the
procedures set forth in Section 3 below have been complied
with), if the Securities have not
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become Freely Tradable on or before
the Free Trade Date, the Company and the Guarantors agree to use
all commercially reasonable efforts to (i) file under the
Securities Act a registration statement relating to an offer to
exchange (such registration statement, the “ Exchange
Registration Statement ,” and such offer, the “
Subsequent Exchange Offer ”) any and all of the
Securities for a like aggregate principal amount of debt securities
issued by the Company and guaranteed by the Guarantors, which debt
securities and guarantees are substantially identical to the
Securities and the related Guarantees, respectively (and are
entitled to the benefits of an indenture that is substantially
identical to the Indenture or is the Indenture and that has been
qualified under the Trust Indenture Act), except that they have
been registered pursuant to an effective registration statement
under the Securities Act and do not contain provisions for the
additional interest contemplated in Section 2(b) below (such
new debt securities are hereinafter called “ Exchange
Securities ”), (ii) cause the Exchange Registration
Statement to become effective under the Securities Act,
(iii) commence the Subsequent Exchange Offer promptly after
such Exchange Registration Statement has become effective,
(iv) hold the Subsequent Exchange Offer open for at least 20
Business Days (or longer if required by applicable law) after the
date that notice of the Subsequent Exchange Offer is mailed to
holders of the Securities, (v) exchange Exchange Securities
for all Registrable Securities that have been properly tendered and
not withdrawn on or prior to the expiration of the Subsequent
Exchange Offer and (vi) consummate the Subsequent Exchange
Offer on the earliest practicable date after the Exchange
Registration Statement has become effective. The Subsequent
Exchange Offer will be registered under the Securities Act on the
appropriate form and will comply with all applicable tender offer
rules and regulations under the Exchange Act. The Subsequent
Exchange Offer shall be deemed to have been completed upon the
Company having exchanged the Exchange Securities for all
Registrable Securities that have been properly tendered and not
withdrawn on or prior to the expiration of the Subsequent Exchange
Offer pursuant to the Subsequent Exchange Offer. The Company and
the Guarantors agree (I) to include in the Exchange
Registration Statement a prospectus for use in any resales by any
holder of Exchange Securities that is a broker-dealer and (II) to
keep such Exchange Registration Statement effective for a period
(the “ Resale Period ”) beginning when Exchange
Securities are first issued in the Subsequent Exchange Offer and
ending upon the earlier of the expiration of the 180th day after
the Subsequent Exchange Offer has been completed or such time as
such broker-dealers no longer own any Registrable Securities. With
respect to such Exchange Registration Statement, such holders shall
have the benefit of the rights of indemnification and contribution
set forth in Sections 6(a), (b), (c) and (d) hereof.
The obligations of the Company and the Guarantors set forth in this
Section 2(a) shall cease on the date on which the Securities
become Freely Tradable.
(b) If the Securities have not
become Freely Tradable on or before the Free Trade Date (a “
Registration Default ”), and the period during which a
Registration Default has occurred and is continuing, the (“
Registration Default Period ”), then, as liquidated
damages for such Registration Default, subject to the provisions of
Section 8(b), special interest (“ Special
Interest ”), in addition to the Base Interest, shall
accrue at a per annum rate of 0.25% for the first 90 days of the
Registration Default Period, at a per annum rate of 0.50% for the
second 90 days of the Registration Default Period, at a per annum
rate of 0.75% for the third 90 days of the Registration Default
Period and at a per annum rate of 1.0% thereafter for the remaining
portion of the Registration Default Period. The Registration
Default Period shall terminate on the date on which (i) the
Securities become Freely Tradable or (ii) the Exchange
Registration Statement has been declared effective and the
Subsequent Exchange Offer has been consummated.
3. Registration Procedures
.
If the Company and the Guarantors
file a registration statement pursuant to Section 2(a), the
following provisions shall apply:
(a) At or before the Effective Time
of the Exchange Registration, the Company and the Guarantors shall
qualify the Indenture under the Trust Indenture Act.
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(b) In the event that such
qualification would require the appointment of a new trustee under
the Indenture, the Company and the Guarantors shall appoint a new
trustee thereunder pursuant to the applicable provisions of the
Indenture.
(c) In connection with the
Company’s and the Guarantors’ obligations with respect
to the registration of Exchange Securities as contemplated by
Section 2(a) (the “ Exchange Registration
”), if applicable, the Company and the Guarantors shall, as
soon as practicable (or as otherwise specified):
(i) prepare and file with the
Commission an Exchange Registration Statement on any form that may
be utilized by the Company and the Guarantors and that shall permit
the Subsequent Exchange Offer and resales of Exchange Securities by
broker-dealers during the Resale Period to be effected as
contemplated by Section 2(a), and use all commercially
reasonable efforts to cause such Exchange Registration Statement to
become effective;
(ii) prepare and file with the
Commission such amendments and supplements to such Exchange
Registration Statement and the prospectus included therein as may
be necessary to effect and maintain the effectiveness of such
Exchange Registration Statement for the periods and purposes
contemplated in Section 2(a) hereof and as may be required by
the applicable rules and regulations of the Commission and the
instructions applicable to the form of such Exchange Registration
Statement, and promptly provide each broker-dealer holding Exchange
Securities with such number of copies of the prospectus included
therein (as then amended or supplemented), in conformity in all
material respects with the requirements of the Securities Act and
the Trust Indenture Act and the rules and regulations of the
Commission thereunder, as such broker-dealer reasonably may request
prior to the expiration of the Resale Period, for use in connection
with resales of Exchange Securities;
(iii) notify each broker-dealer that
has requested or received copies of the prospectus included in such
Exchange Registration Statement, and confirm such advice in
writing, (A) when such Exchange Registration Statement or the
prospectus included therein or any prospectus amendment or
supplement or post-effective amendment has been filed, and, with
respect to such Exchange Registration Statement or any
post-effective amendment, when the same has become effective,
(B) any request by the Commission for amendments or
supplements to such Exchange Registration Statement or prospectus
or for additional information, (C) of the issuance by the
Commission of any stop order suspending the effectiveness of such
Exchange Registration Statement (D) of the receipt by the
Company of any notification with respect to the suspension of the
qualification of the Exchange Securities for sale in any
jurisdiction, or (E) at any time during the Resale Period when
a prospectus is required to be delivered under the Securities Act,
that such Exchange Registration Statement, prospectus, prospectus
amendment or supplement or post-effective amendment does not
conform in all material respects to the applicable requirements of
the Securities Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder or contains an untrue
statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then
existing;
(iv) in the event that the Company
and the Guarantors would be required, pursuant to
Section 3(c)(iii)(E) above, to notify any broker-dealers
holding Exchange Securities, prepare and furnish to each such
holder a reasonable number of copies of a prospectus supplemented
or amended so that, as thereafter delivered to purchasers of such
Exchange Securities during the Resale Period, such prospectus shall
conform in all material respects to the applicable requirements of
the
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Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission
thereunder and shall not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in light
of the circumstances then existing;
(v) use all commercially reasonable
efforts to obtain the withdrawal of any order suspending the
effectiveness of such Exchange Registration Statement or any
post-effective amendment thereto at the earliest practicable
date;
(vi) use all commercially reasonable
efforts to (A) register or qualify the Exchange Securities
under the securities laws or blue sky laws of such jurisdictions as
are contemplated by Section 2(a) no later than the
commencement of the Subsequent Exchange Offer, (B) keep such
registrations or qualifications in effect and comply with such laws
so as to permit the continuance of offers and sales in such
jurisdictions until the expiration of the Resale Period and
(C) tak
