First Supplemental Indenture Dated as of June 30, 2008



 Exhibit 4.2 
 EXECUTION COPY 
  
  
  
  
 NEXSTAR BROADCASTING, INC. 
 SENIOR SUBORDINATED PIK NOTES DUE 2014

  
  
 SUPPLEMENTAL INDENTURE 
 Dated as of
June 30, 2008 
  
  
 The Bank of New York 
 Trustee 

  
  
  
  







 FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 30,
2008, among Nexstar Broadcasting Group, Inc. (the “Guaranteeing Parent”), the parent of Nexstar Broadcasting, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company and The Bank of
New York, as trustee under the Indenture referred to below (the “Trustee”). 
 W I T N E S S E T H 
 WHEREAS, the Company desires to execute contemporaneously with this Supplemental Indenture and deliver to the Trustee an indenture (the “Original
Indenture” and as amended and supplemented by this Supplemental Indenture, the “Indenture”), dated the date hereof, providing for the issuance of the Company’s Senior Subordinated PIK Notes due 2014 (the
“Notes”); 
 WHEREAS, the Guaranteeing Parent desires to execute and deliver to the Trustee a supplemental indenture as an
inducement and condition to the purchase of the Notes by the Initial Purchasers, and pursuant to which the Guaranteeing Parent shall unconditionally guarantee all of the Company’s financial Obligations under the Notes and the Original Indenture
on the terms and conditions set forth herein (the “Note Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the
Original Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 
 NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Parent, the Company and the Trustee 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
Original Indenture. 
 2. Agreement to Guarantee. The Guaranteeing Parent hereby agrees as follows: 
 (a) Along with all Guarantors under the Indenture, to jointly and severally Guarantee to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns, that: 
 (i) the principal of and interest, and
premium, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other financial
obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full, all in accordance with the terms hereof and thereof; and 
 (ii) in case of any extension of time of payment or renewal of any Notes or any of such other financial obligations, that same will be
promptly paid in full when due in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when 








 
due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. 
 (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the
Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any
other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 
 (c) The
following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all
demands whatsoever. 
 (d) This Note Guarantee shall not be discharged except by complete satisfaction of the financial
obligations contained in the Notes and the Indenture, and the Guaranteeing Parent accepts all financial obligations of a Guarantor under the Indenture. 
 (e) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company
or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 
 (f) The Guaranteeing Parent shall not be entitled to any right of subrogation in relation to the Holders in respect of any financial
obligations guaranteed hereby until payment in full of all financial obligations guaranteed hereby. 
 (g) As between the
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the financial obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note
Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the financial obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such financial obligations
as provided in Article 6 of the Indenture, such financial obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. 
 (h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under the Guarantee. 
 (i) Pursuant to Section 11.03 of the Original Indenture, after
giving effect to any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from
or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Original Indenture, this new Note Guarantee shall be limited to the 

  

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maximum amount permissible such that the financial obligations of the Guaranteeing Parent under this Note Guarantee will not constitute a fraudulent transfer
or conveyance. 
 (j) The obligations of the Parent Guarantor under this Note Guarantee shall be junior and subordinated to
the Senior Guarantee and Senior Debt of the Parent Guarantor on the same basis as the Notes are junior and subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to
receive and/or retain payments by the Parent Guarantor only at such times as they may receive and/or retain payments in respect of the Notes pursuant to the Indenture, including Article 10 thereof. 
 (k) As used in this Supplemental Indenture and in Sections 11.01, 11.02, 11.03 and 11.04 of the Original Indenture only, the terms
“Guarantor” or “Guarantors” shall include the Parent Guarantor and any other Guarantor of the Notes under the Indenture. Notwithstanding anything contained in this Supplemental Indenture to the contrary, other than with
respect to this Supplemental Indenture and Sections 11.01, 11.02, 11.03 and 11.04 of the Original Indenture, the Guaranteeing Parent will not be considered a Guarantor for any purpose under the Indenture and, therefore, other than as set forth in
this Supplemental Indenture and Sections 11.01, 11.02, 11.03 and 11.04 of the Original Indenture, will not be subject to the Indenture.  
 3. Execution and Delivery. The Guaranteeing Parent agrees to execute the Note Guarantee as provided by Section 11.04 of the Original Indenture and Exhibit E thereto and to recognize that the Note Guarantee shall remain in full
force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 
 4. No Recourse Against
Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Parent, as such, shall have any liability for any obligations of the Company or the Guaranteeing Parent under the Notes, any
Note Guarantee, the Original Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

 5. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 
 6. Submission to Jurisdiction; Service of Process; Waiver of Jury Trial. Each party hereto hereby submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New
York and of any New York State Court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Supplemental Indenture, the 

  

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Notes, the Note Guarantees or the transactions contemplated hereby and thereby. Each party hereto irrevocably waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Process in any such
suit, action or proceeding may be served on any party anywhere in the world, whether within or without the State of New York. Without limiting the foregoing, the parties agree that service of process upon such party at the address referred to in
Section 13.02 of the Original Indenture, together with written notice of such service to such party, shall be deemed effective service of process upon such party. Each of the parties hereto irrevocably waives any and all rights to trial by jury
in any legal proceeding arising out of or relating to this Supplemental Indenture, the Notes, the Note Guarantees or the transactions contemplated hereby and thereby. 
 7. Counterparts. The parties 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. 
 8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 
 9. 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 Guaranteeing Parent and the Company. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and
attested, all as of the date first above written. 
 Dated: June 30, 2008 
  

			
	 NEXSTAR BROADCASTING, INC.

		
	By:	 	 /s/ Matthew E. Devine

		 	Name: Matthew E. Devine
		 	Title: Chief Financial Officer
	
	NEXSTAR BROADCASTING GROUP, INC.
		
	By:	 	 /s/ Matthew E. Devine

		 	Name: Matthew E. Devine
		 	Title: Chief Financial Officer
	
	 THE BANK OF NEW YORK
 as
Trustee

		
	By:	 	 /s/ Carlos R. Luciano

		 	Authorized Signatory