Form of Note



 Exhibit 4.6 
  
  
  
 CUSIP
                             
  

 Senior Subordinated PIK Notes due 2014 
  


	 No. 1 
	$42,628,184 

  
 NEXSTAR BROADCASTING, INC. 
  
 NEXSTAR BROADCASTING, INC., a Delaware corporation (the “Company”), for value received, promises to pay to CEDE & CO. or registered assigns the principal sum of FORTY TWO MILLION, SIX
HUNDRED AND TWENTY-EIGHT THOUSAND, ONE HUNDRED EIGHTY FOUR DOLLARS ($42,628,184) on January 15, 2014. 
  
 Interest Payment Dates: July 15 and January 15 
  
 Record Dates: July 1 and January 1 
  
 Dated:
                        , 2010 
  

					
	NEXSTAR BROADCASTING, INC.
			
	 By: 
	 		 	
		 	 
		 	 Name: 
	 	 Perry A. Sook

		 	 Title:
	 	 Chief Executive Officer

			
	 By:
	 		 	
		 	 
		 	 Name:
	 	 Thomas E. Carter

		 	 Title:
	 	 Chief Financial Officer



  
  
 This is one of the Notes referred to in the within-mentioned Indenture: 
  

			
	 THE BANK OF NEW
YORK
     as Trustee

		
	 By:
	 	
		 	 
		 	 Authorized Signatory


  
  







 Senior Subordinated PIK Notes due 2014 
  
 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. 
  
 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

  
 1. INTEREST. Nexstar
Broadcasting, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note on each Interest Payment Date (as defined below) until the principal hereof shall have become due and payable,
at the rate of (A) 12% per annum from the date hereof to January 15, 2010 and such interest shall be payable entirely during such period by increasing the principal amount of this Note by an amount equal to the amount of interest then
due (“Payment-in-Kind Interest”), (B) 13% per annum, payable entirely in cash, from January 16, 2010 to July 15, 2010, (C) 13.5% per annum, payable entirely in cash, from July 16, 2010 to
January 15, 2011, (D) 14.0% per annum, payable entirely in cash, from January 16, 2011 to July 15, 2011, (E) 14.5% per annum, payable entirely in cash, from July 16, 2011 to January 15, 2012, and
(F) 15% per annum, payable entirely in cash, thereafter. This Note shall bear interest on the increased principal amount thereof from and after the applicable interest payment date on which a payment of Payment-in-Kind Interest is made.
The Company shall pay interest on this Note from June 30, 2008 until maturity, or until this Note is no longer outstanding, and shall pay the Liquidated Damages payable pursuant to Section 5 of the Registration Rights Agreement referred to
below. The Company shall pay interest and Liquidated Damages semi-annually in arrears on January 15 and July 15 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment
Date”), provided, however that the first Interest Payment Date shall be January 15, 2009. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the Issue
Date. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then
in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without regard to any applicable grace periods) from time to time on demand at
the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Upon the occurrence and continuance of a Default or Event of Default, the applicable rate of interest payable on the Notes shall be
increased by one percent (1%) (which

  

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shall be payable in cash) until such time as such Default or Event of Default has been cured or waived. 
  
 2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted
interest) and Liquidated Damages to the Persons who are registered Holders of Notes at the close of business on the January 1 or July 1 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on
or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Liquidated Damages, if any, and interest at the office or
agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Liquidated Damages may be made by check mailed to the Holders at their addresses set forth
in the register of Holders, and provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Liquidated Damages on, all Global Notes and all other Notes the Holders of
which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private
debts. 
  
 3. PAYING
AGENT AND REGISTRAR. Initially, The Bank of New York, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to
any Holder. The Company or any of its Subsidiaries may act in any such capacity. 
  
 4. INDENTURE. This Note is one of a duly authorized issue of Notes of the Company designated as its Senior Subordinated PIK Notes due 2014, initially issued in the aggregate
principal amount of $                . The Company issued the Notes under an Indenture dated as of June 30, 2008 (“Indenture”) between the Company and the
Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms,
and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

  
 5. OPTIONAL
REDEMPTION. 
  
 (a) The Company
shall have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, during the periods and at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Liquidated Damages thereon to the applicable redemption date: 
  

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	 Year
	  	Percentage
	 October 1, 2008 to June 30, 2009
	  	101.00%
	 July 1, 2009 to September 30, 2009
	  	101.75%
	 October 1, 2009 to December 31, 2009
	  	102.50%
	 January 1, 2010 to January 14, 2011
	  	109.75%
	 January 15, 2011 to January 14, 2012
	  	106.50%
	 January 15, 2012 to January 14, 2013
	  	103.25%
	 January 15, 2013 to January 15, 2014
	  	100.00%

  
 (b)
Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time from January 1, 2010 to June 30, 2010 the Company may redeem Notes at a redemption price equal to 102.50% of the aggregate principal amount thereof
plus accrued and unpaid interest and Liquidated Damages, if any; provided, that on or prior to December 31, 2009 the Company or any of its Affiliates enters into a binding and irrevocable agreement to sell, convey or otherwise dispose of all of
the Company’s Equity Interests (by way of merger, consolidation or otherwise) or all of the Company’s assets subject, in each case, to no conditions other than obtaining the approval of the Federal Communications Commission (the
“FCC”) for an FCC license transfer in connection with such sale, conveyance or disposition. 
  
 (c) At any time prior to October 1, 2008, the Notes may be redeemed in whole or in part at the option of the Company. The redemption
price will be equal to (i) 100% of the principal amount of the Notes, plus (ii) accrued interest, if any, to the redemption date (subject to the rights of Holders on relevant record dates to receive interest due on the relevant interest
payment date), plus (iii) the Applicable Premium, if any. 
  
 6. MANDATORY REDEMPTION. 
  
 Except as set forth in paragraph 7 below, the Company shall not be required to make mandatory redemption payments with respect to the Notes.

  
 7. REPURCHASE AT
OPTION HOLDER. 
  
 (a) If there is a Change of Control, the Company shall be required to make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $1,000 or an integral multiple
thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the “Change of Control
Payment”). Within 60 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. 
  
 (b) If the Company or a Subsidiary consummates any Asset Sales,
within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall commence an offer to all Holders of Notes (as “Asset Sale Offer”) pursuant to Section 3.09 of the Indenture
to purchase the maximum principal

  

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amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and
Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than
the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by
completing the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes. 
  
 8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not
more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes
held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption. 
  
 9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in
denominations of $1,000 and integral multiples of $1.00, or if Payment-in-Kind Interest is paid, a minimum of $1.00 and integral multiples of $1.00 (in each case in aggregate principal amount). The transfer of Notes may be registered and Notes may
be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by
law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not
exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 
  
 10. PERSONS DEEMED
OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. 
  
 11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Note Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes voting as a single class, and any existing default or compliance with
any provision of the Indenture, the Note Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder of a Note, the
Indenture, the Note Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the
Company’s or Guarantor’s obligations to Holders of the Notes in case of a merger or consolidation or sale of all or substantially all of the Company’s assets, to make any change that

  

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would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the
requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, or to allow any Guarantor to execute a Supplemental Indenture to the Indenture and/or a Note Guarantee with respect to the
Notes. 
  
 12. DEFAULTS
AND REMEDIES. Events of Default include: (i) default for 30 days in the payment when due of interest or Liquidated Damages on the Notes whether or not prohibited by the subordination provisions of the
Indenture; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise whether or not
prohibited by the subordination provisions of the Indenture, (iii) failure by the Company to comply with Section 4.15 of the Indenture; (iv) failure by the Company for 30 days after notice to the Company by the Trustee or the Holders
of at least 25% in principal amount of the Notes then outstanding voting as a single class to comply with Section 4.07, 4.09 or 4.10 of the Indenture; (v) failure by the Company for 60 days after notice to the Company by the Trustee or the
Holders of at least 25% in principal amount of the Notes then outstanding voting as a single class to comply with certain other agreements in the Indenture; (vi) default under certain other agreements relating to Indebtedness of the Company or
any Restricted Subsidiary which default is caused by a failure to pay principal of such Indebtedness at the final maturity thereof or results in the acceleration of such Indebtedness prior to its express maturity, and, in each case the principal
amount of all such Indebtedness aggregate $5.0 million or more; (vii) failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $5.0 million not covered by insurance, which judgments are not paid,
discharged or stayed for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries; (ix) except as permitted by the Indenture, any Note Guarantee shall be held
in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor’s Note
Guarantee; and (x) failure by the Company for 5 Business Days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding voting as a single class to comply with Section 4.21
of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would
constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders
of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default
or Event of Default relating to the payment of principal or interest or Liquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by
notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated
Damages on, or the principal

  

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of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. 
  
 13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 
  
 14. NO RECOURSE
AGAINST OTHERS. A director, officer, employee, incorporator or stockholder, of the Company, as such, shall not have any liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.

  
 15.
AUTHENTICATION. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 
  

 16. ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

 
 17. CUSIP NUMBERS.
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience
to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
  
 18. GOVERNING
LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE NOTES 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. 
  
 19. 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 the Notes or the transactions contemplated hereby. 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

  

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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 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 the Notes or the transactions contemplated hereby. 
  
 The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: 
  
 Nexstar Broadcasting, Inc. 
 c/o Nexstar Broadcasting Group, Inc. 
 5215 N. O’Connor Blvd., Suite 1400 
 Irving, Texas 75039 
 Attention: Thomas E. Carter 
  

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 ASSIGNMENT FORM 
  
 To assign this Note, fill in the form below: 
  

			
	 (I) or (we) assign and transfer this Note to: 
	  	 
		  	(Insert assignee’s legal name)
		
	 	  	 
	(Insert assignee’s soc. sec. or tax I.D. no.)
	
	 
	
	 
	
	 
	
	 
	(Print or type assignee’s name, address and zip code)

  

			
	 and irrevocably appoint
	 	 
	
	 to transfer this Note on the books of the Company. The agent may substitute another to act for
him.


  

							
	 Date:
	 	 	  		    	
				
		 		  	Your Signature: 	    	 
		 		  		    	(Sign exactly as your name appears on the face of this Note)


					
			
	 Signature Guarantee*: 
	 	 	  	

  

	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 

  

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 OPTION OF HOLDER TO
ELECT PURCHASE 
  
 If
you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below: 
  

			
	  ̈ Section 4.10
	  	 ̈ Section 4.15

  
 If you
want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased: 
  
 $                                  
  

											
	 Date: 
	 	 	  	 	  		 		 	
						
		 		  		  	Your Signature:	 	 	 	 
		 		  		  		 	(Sign exactly as your name appears on the face of this Note)
					
		 		  		  	Tax Identification No.: 	 	
		 		  		  		 		 	 
				
	 Signature Guarantee*:
	  	 	 		 	

  

	*	 	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 

  

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 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 
  
 The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 
  

									
	 Date of Exchange
	 	 Amount of decrease in
Principal Amount of
this Global
Note
	 	 Amount of increase in
Principal Amount of this
Global
Note
	  	Principal Amount
of this Global Note
following such
decrease (or
increase)	  	Signature of
authorized officer of
Trustee or Note
Custodian

  

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