Exhibit 99.3
TERMINATION AGREEMENT (this "Agreement"), dated as of August 12,
1997, by and among LIN TELEVISION CORPORATION, a Delaware corporation (the
"Company"), AT&T WIRELESS SERVICES, INC., a Delaware corporation ("AT&T
Wireless"), and XXXX INLET COMMUNICATIONS CORP., a Delaware corporation
("Xxxx Inlet").
WHEREAS, the parties hereto have entered into a Stockholders
Agreement, made as of December 28, 1994 (the "Current Stockholders
Agreement");
WHEREAS, concurrently herewith, the Company, Ranger Holdings Corp.,
a Delaware corporation ("Parent"), and Ranger Acquisition Corp., a Delaware
corporation and a direct wholly owned subsidiary of Parent ("Sub"), are
entering into an Agreement and Plan of Merger (as such agreement may
hereafter be amended from time to time, the "Merger Agreement"; capitalized
terms used and not defined herein have the respective meanings ascribed to
them in the Merger Agreement), pursuant to which Sub will be merged with and
into the Company; and
WHEREAS, the parties hereto have determined that in light of the
totality of the facts and circumstances as of the date hereof, the Current
Stockholders Agreement is no longer necessary and should therefore be
terminated immediately;
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained herein set
forth, and intending to be legally bound hereby, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Termination. Notwithstanding the terms of Section 6 of the
Current Stockholders Agreement, the Current Stockholders Agreement is hereby
terminated effective as of the date hereof and shall have no further force
and effect.
2. Limitation of Agreement. This Agreement is limited precisely
as written and shall not be deemed to terminate, amend or modify any other
agreement or any term thereof to which any of the parties may be a party.
3. Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.
4. Governing Law. This Agreement and all questions of its
interpretation will be construed in accordance with the laws of the State of
New York without regard to its principles of conflicts of laws.
IN WITNESS WHEREOF, this Agreement has been duly executed by or on
behalf of each of the parties hereto as of the date first above written.
LIN TELEVISION CORPORATION
By:/s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Title: Vice President
AT&T WIRELESS SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President and
Chief Executive Officer
XXXX INLET COMMUNICATIONS CORP.
By: /s/ Xxxx Xxxxxxx
Name: V.P. and Secretary
Title: Vice President and
Secretary
