EX-10.37 2 nxst-ex1037_20141231288.htm EX-10.37

Exhibit 10.37




This Amendment to Option Agreement (“Amendment”) is entered into as of November 15, 2014 by and between Mission Broadcasting, Inc. (“Mission”) and Nexstar Broadcasting, Inc. (“Nexstar”).  Each of Mission and Nexstar may be referred to herein as a “party” and collectively as the “parties.”


WHEREAS, Mission is the Federal Communications Commission (“FCC”) licensee of television broadcast station WFXP, Erie, Pennsylvania (the “Station”).


WHEREAS, Nexstar, Mission and David S. Smith are parties to that certain Option Agreement dated as of December 1, 2005, which outlines the terms and conditions upon which Nexstar may purchase from Mission the assets of the Station consistent with the rules and written policies of the FCC (the “Option Agreement”).  Capitalized terms not otherwise defined herein shall have the meaning assigned to such terms in the Option Agreement.


WHEREAS, Mr. Smith passed away on March 28, 2011 and the parties desire to amend the Option Agreement to remove Mr. Smith as a party to the Option Agreement.


WHEREAS, the Option Agreement’s expiration date is the ninth anniversary of the Option Agreement (e.g., November 30, 2014).


WHEREAS, the parties desire to extend the Option Agreement for an additional nine (9) year term.


WHEREAS, the parties desire to amend certain other terms of the agreement as set forth herein.


NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:



Removal of David S. Smith.  The parties hereby agree that David S. Smith is deemed removed as a party to the Option Agreement.



Option Expiration Date.  The parties hereby agree to extend the expiration date of the Option Agreement to November 30, 2023.



Notices.   Paragraph 10.6 is hereby revised to update the addresses for delivery of Notices to both parties as follows:


To Mission:Mission Broadcasting, Inc.
30400 Detroit Road, Suite 304
Westlake, OH 44145
Attention: Dennis Thatcher

With a copy (which shall not constitute notice) to:

Wiley Rein LLP

1776 K Street, NW

Washington, D.C. 20006

Attention:  Richard Bodorff


To Nexstar:

Nexstar Broadcasting, Inc.
545 E. John Carpenter Freeway
Suite 700
Irving, TX  75062
Attention: Perry Sook, President & CEO

With a copy (which shall not constitute notice) to:

Armand Della Monica, Esq.

Kirkland & Ellis

Citicorp Center

153 East 53rd Street

New York, NY  10022-4675


No Other Amendment.  No terms of the Option Agreement, other than the Option Expiration Date, are amended or modified by this Amendment, and the Option Agreement, as so extended hereby, remains in full force and effect.


IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first written above.






By:/s/ Dennis Thatcher

     Dennis Thatcher








By:/s/ Elizabeth Ryder

     Elizabeth Ryder

     Senior Vice President & General Counsel