Exhibit 10.54
EXECUTION COPY
Amendment to Option Agreements
This Amendment (the "Amendment") to (i) the Option Agreement dated as
of May 19, 1998 (the "WYOU Option Agreement"), among Mission Broadcasting of
Wichita Falls, Inc. ("Mission"), as successor in interest to Bastet
Broadcasting, Inc. ("Bastet"), Xxxxx Xxxxx ("Xxxxx") and Nexstar Broadcasting of
Northeastern Pennsylvania, L.L.C. ("Nexstar NP"), as successor in interest to
Nexstar Broadcasting of Northeastern Pennsylvania, L.P., (ii) the Option
Agreement dated as of November 30, 1998 (the "WFXP Option Agreement"), among
Mission, as successor in interest to Bastet, Xxxxx and Nexstar Broadcasting
Group, L.L.C. ("Nexstar Group"), (iii) the Option Agreement dated as of June 1,
1999 (the "KJTL/KJBO Option Agreement"), among Mission, Xxxxx and Nexstar
Broadcasting of Wichita Falls, L.L.C. ("Nexstar WF"), as successor in interest
to Nexstar Broadcasting of Wichita Falls, L.P. and (iv) the Option Agreement
dated as of April 24, 2002 (the "KODE Option Agreement" and, together with the
WYOU Option Agreement, the WFXP Option Agreement and the KJTL/KJBO Option
Agreement, the "Option Agreements"), among Mission, as successor in interest to
Mission Broadcasting of Joplin, Inc., Xxxxx and Nexstar Broadcasting of Joplin,
L.L.C. ("Nexstar Joplin" and, together with Nexstar NP, Nexstar Group and
Nexstar WF, "Nexstar"), is made as of October 18, 2002, among Mission, Xxxxx and
Nexstar. Capitalized terms used and not otherwise defined herein shall have the
meanings assigned to them in the Option Agreements.
WHEREAS, pursuant to the Option Agreements, Mission and Xxxxx granted
to Nexstar options to acquire the Station Assets described therein or (at
Nexstar's election) any or all of the issued and outstanding capital stock of
Mission; and
WHEREAS, Mission, Xxxxx and Nexstar have agreed to amend the exercise
price relating to such options and to remove certain of the restrictions set
forth in the Option Agreements;
NOW, THEREFORE, in consideration of the foregoing and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree that the Option Agreements are amended as
follows:
1. Amendment of Exercise Price.
(a) Section 2.1(b) of each of the Option Agreements is hereby
amended and restated in its entirety to read as follows:
"(b) Definition of Cash Purchase Price. The `Cash Purchase
Price' shall be an amount equal to the greater of:
(1) (x) the product of seven (7) and the amount of the cash
flow generated by the Station during the twelve (12) months
completed prior to the date upon which the Exercise Notice is
given, reduced by (y) without duplication, the amount of the
Existing Station Indebtedness as of the date of the Closing
and any amount owing as of the date of the Closing by
[Bastet/Seller] to Buyer or any of its affiliates; and
(2) the sum, without duplication, of the amount of the
Existing Station Indebtedness as of the date of the Closing
and any amount owing as of the date of the Closing by
[Bastet/Seller] to Buyer or any of its affiliates."
(b) Section 2.1(c) of each of the Option Agreements is hereby
amended and restated in its entirety to read as follows:
"(c) Determination of Cash Purchase Price; Non-Termination.
For purposes of determining the Cash Purchase Price, the
amount of the cash flow referred to in clause (b)(1)(x) above
will be determined in accordance with generally accepted
accounting principles, applied on a basis that is consistent
with the application of those principles by the parties as of
the date of this Agreement. Each of Buyer, [Bastet/Seller] and
[Stockholder/Parent] will use reasonable efforts to assist in
the determination of the Cash Purchase Price. Notwithstanding
Section 10.1(a) of this Agreement, neither [Bastet/Seller] nor
[Stockholder/Parent] may terminate this Agreement at any time
at which an Exercise Notice has been given (and not withdrawn)
and the amount of the Cash Purchase Price has not been
determined, or during the twenty business days after any such
determination."
2. Removal of Certain Restrictions.
(a) Section 6.1(b)(4) of each of the Option Agreements, which
reads as follows, is hereby deleted in its entirety:
"(4) (i) authorize, declare or pay any dividend or return any
equity capital to its stockholders, (ii) redeem, retire,
purchase or otherwise acquire, directly or indirectly, for
consideration any of its shares of any class of its capital
stock or other Equity Securities outstanding, or (iii) make
any other form of cash distributions; or"
(b) Section 6.1(b)(5) of each of the Option Agreements, which
reads as follows, is hereby deleted in its entirety:
"(5) enter into any arrangement or contract with
[Stockholder/Parent], any affiliate of [Stockholder/Parent] or
any of [Stockholder's/Parent's] parents, spouse, descendants
(whether nature, step or adopted) or other family member of
[Stockholder/Parent]."
3. Effect of Amendment. Except as expressly set forth herein, this
Amendment shall not alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained
in the Option Agreements. The Option Agreements, as amended hereby,
shall remain in full force and effect.
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4. Law Governing. THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT
REFERENCE TO ITS PRINCIPLES OF CONFLICT OF LAWS, EXCEPT TO THE EXTENT
THAT THE FEDERAL LAW OF THE UNITED STATES GOVERNS THE TRANSACTIONS
CONTEMPLATED HEREBY.
5. Counterparts. This Amendment may be executed in two (2) or more
counterparts, and all counterparts so executed shall constitute one (1)
agreement binding on all of the parties hereto, notwithstanding that
all of the parties hereto are not signatory to the same counterpart.
* * * * *
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed by their duly authorized officers, all as of the day and year first
above written.
MISSION BROADCASTING OF
WICHITA FALLS, INC.
By: /s/ Xxxxx X. Xxxxx
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Its: President
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/s/ Xxxxx Xxxxx
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XXXXX XXXXX
NEXSTAR BROADCASTING OF
NORTHEASTERN PENNSYLVANIA, L.L.C.
By: /s/ Xxxxxxx Xxxxx
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Its: Vice President-Finance
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NEXSTAR BROADCASTING GROUP,
L.L.C.
By: /s/ Xxxxxxx Xxxxx
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Its: Vice President-Finance
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NEXSTAR BROADCASTING OF
WICHITA FALLS, L.L.C.
By: /s/ Xxxxxxx Xxxxx
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Its: Vice President-Finance
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NEXSTAR BROADCASTING OF
JOPLIN, L.L.C.
By: /s/ Xxxxxxx Xxxxx
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Its: Vice President-Finance
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