TERMINATION AGREEMENT (this "Agreement"), dated as of August 11, 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: _________________________
Name:
Title:
AT&T WIRELESS SERVICES, INC.
By: _________________________
Name:
Title:
XXXX INLET COMMUNICATIONS CORP.
By: _________________________
Name:
Title:
