STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT, dated as of August , 1997 (this
"Agreement"), is made and entered into by Ranger Holdings Corp., a Delaware
corporation ("Parent"), Ranger Acquisition Corp., a Delaware corporation and a
direct wholly owned subsidiary of Parent ("Sub"), and AT&T Corp., a New York
corporation, and AT&T Wireless Services, Inc., a Delaware corporation and a
direct wholly owned subsidiary of AT&T Corp. (collectively, the "Other AT&T
Parties"), and MMM Holdings, Inc., a Delaware corporation and a direct wholly
owned subsidiary of AT&T Wireless Services, Inc. ("Holding" and, together with
the Other AT&T Parties, the AT&T Parties"). In addition to the above parties,
LIN Television Corporation, a Delaware corporation (the "Company"), hereby joins
in the execution and delivery of this Agreement for purposes of Sections 2(b)
and 7.
W I T N E S S E T H
WHEREAS, concurrently herewith, Parent, Sub and the Company
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 (the "Merger");
WHEREAS, Holding is the record and Beneficial Owner of
13,494,750 Shares; and
WHEREAS, as an inducement and a condition to entering into the
Merger Agreement, Parent has required that the AT&T Parties agree, and the AT&T
Parties have agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound, hereby agree as follows:
1. Definitions. For purposes of this Agreement:
(a) "Beneficially Own" or "Beneficial Ownership" with respect
to any securities shall mean having "beneficial ownership" of such securities
(as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act")), including pursuant to any agreement,
arrangement or understanding, whether or not in writing.
(b) "Company Common Stock" shall mean at any time the Common
Stock, par value $.01 per ---------------------- share, of the Company.
(c) "Person" shall mean an individual, corporation,
partnership, joint venture, association, trust, unincorporated organization or
other entity.
2. Provisions Concerning Company Common Stock.
(a) Each AT&T Party hereby jointly and severally agrees that
during the period commencing on the date hereof and continuing until the first
to occur of the Effective Time or termination of the Merger Agreement in
accordance with its terms, at any meeting of the holders of Company Common
Stock, however called, or in connection with any written consent of the holders
of Company Common Stock, Holding shall, in its capacity as a holder of Company
Common Stock and subject to Section 8, vote (and the Other AT&T Parties shall
cause to be voted) all of the issued and outstanding Shares held of record or
Beneficially Owned by Holding, whether heretofore owned and held as of the date
hereof or hereafter acquired, other than in connection with the termination of
the Merger Agreement in accordance with its terms (i) in favor of the Merger,
the execution and delivery by the Company of the Merger Agreement and the
approval of the terms thereof and each of the other actions contemplated by the
Merger Agreement and this Agreement and any actions required in furtherance
thereof and hereof if, but only if, a majority of the issued and outstanding
Company Common Stock not owned by Holding that is represented in person or by
proxy at any meeting of the holders of the Company Common Stock at which the
holders of a majority of the shares of Company Common Stock not owned by Holding
are present shall have voted to approve the Merger, it being understood that in
the event of any other vote at such meeting Holding may abstain with respect to
the approval and adoption of the Merger and the Merger Agreement; (ii) against
any action or agreement that would result in a breach in any respect of any
covenant, representation or warranty or any other obligation or agreement of the
Company under the Merger Agreement or this Agreement; and (iii) except as
otherwise agreed to in writing in advance by Parent, against the following
actions (other than the Merger and the transactions contemplated by the Merger
Agreement): (A) any extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving the Company or its
Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of
the Company or its Subsidiaries, or a reorganization, recapitalization,
dissolution or liquidation of the Company or its Subsidiaries; (C)(1) any change
in a majority of the persons who constitute the board of directors of the
Company, provided that Holding and the Other AT&T Parties may, at any time,
change its designees to the board of directors of the Company; (2) any change in
the present capitalization of the Company or any amendment of the Company's
Certificate of Incorporation or Bylaws; (3) any other material change in the
Company's corporate structure or business; or (4) any other action involving the
Company or its Subsidiaries which is intended, or could reasonably be expected,
to materially delay or materially adversely affect the Merger and the
transactions contemplated by this Agreement and the Merger Agreement, and during
such period no AT&T Party shall enter into any agreement or understanding with
any person or entity the effect of which would be inconsistent with or violative
of the provisions and agreements contained in this Section 2.
(b) Section 2(a) is for the benefit of, and may not be amended
or waived without the prior written consent of, the Company.
3. Irrevocable Commitment. Each AT&T Party hereby irrevocable commits
and agrees that for a period of at least two years from the Closing Date (a)
neither it nor its affiliates will acquire, in the aggregate, beneficial
ownership of 25% or more of the Company Common Stock on a fully diluted basis
and (b) it shall not cause or permit the designees of any AT&T Party or its
affiliates to constitute a majority of the Board of Directors of the Company.
4. Information Supplied by the AT&T Parties. The AT&T Parties
will, jointly and severally, indemnify and hold harmless Parent and Sub and
their respective officers, directors, controlling persons and agents against any
and all claims, losses, liabilities, damages, costs or expenses (including
reasonable attorneys' fees and expenses) that may arise out of or with respect
to the information specifically supplied by any AT&T Party for inclusion in the
Proxy Statement containing or being alleged to contain an untrue statement of
material fact or omitting or being alleged to omit to state any material fact
required to be stated therein or necessary in order to make the statements the
light of the circumstances under which they were made, not misleading.
5. Covenants, Representations and Warranties of Each AT&T Party.
(a) Each AT&T Party hereby jointly and severally represents
and warrants to Parent as follows:
(i) Ownership of Shares. Holding is the record
and Beneficial Owner of 13,494,750 Shares and the Other AT&T Parties are each
the Beneficial Owner but not the record holder of 13,494,750 Shares. On the date
hereof, such 13,494,750 Shares constitute all of the Shares owned of record or
Beneficially Owned by the AT&T Parties. The AT&T Parties have sole voting power
and sole power to issue instructions with respect to the matters set forth in
Sections 2 and 3 hereof, sole power of disposition, sole power of conversion,
sole power to demand appraisal rights and sole power to agree to all of the
matters set forth in this Agreement, in each case with respect to 13,494,750
Shares, with no material limitations, qualifications or restrictions on such
rights, subject to applicable securities laws and the terms of this Agreement.
(ii) Organization, Standing and Power. Each of the
AT&T Parties is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation. Each AT&T
Party has adequate corporate power and authority to own its properties and carry
on its business as presently conducted. Each AT&T Party has the corporate power
and authority to enter into and perform all of such AT&T Party's obligations
under this Agreement and to consummate the transactions contemplated hereby.
There is no beneficiary or holder of a voting trust certificate or other
interest of any trust of which any AT&T Party is trustee whose consent is
required for the execution and delivery of this Agreement or the consummation by
such AT&T Party of the transactions contemplated hereby.
(iii) Execution, Delivery and Performance. The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by the Board of
Directors of each AT&T Party, and each AT&T Party has taken all other actions
required by law, its Certificate of Incorporation and its Bylaws in order to
consummate the transactions contemplated by this Agreement. This Agreement has
been duly and validly executed and delivered by each AT&T Party and constitutes
the valid and binding obligation of each AT&T Party and is enforceable in
accordance with its terms, except as enforceability may be subject to
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting creditors' rights generally.
(iv) No Conflicts. No filing with, and no permit,
authorization, consent or approval of, any state or federal public body or
authority is necessary for the execution of this Agreement by any AT&T Party or,
except for filings under the Exchange Act, the HSR Act and the Communications
Act, and the filings required under the Merger Agreement, the consummation by
each AT&T Party of the transactions contemplated hereby, except where the
failure to obtain such consent, permit, authorization, approval or filing would
not prevent such AT&T Party from performing its obligations hereunder. None of
the execution and delivery of this Agreement by each AT&T Party, the
consummation by such AT&T Party of the transactions contemplated hereby or
compliance by such AT&T Party with any of the provisions hereof (1) conflicts
with or results in any breach of any applicable organizational documents
applicable to such AT&T Party, (2) results in a violation or breach of,
conflicts with, or constitutes (with or without notice or lapse of time or both)
a default (or gives rise to any third party right of termination, cancellation,
material modification or acceleration) under any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, license, contract,
commitment, arrangement, understanding, agreement or other instrument or
obligation of any kind to which such AT&T Party is a party or by which such AT&T
Party or any of such AT&T Party's properties or assets may be bound, or (3)
violates, subject, with respect to consummation of the transactions contemplated
hereby or compliance with the provisions hereof, to filings under the Exchange
Act, the HSR Act and the Communications Act, and the filings required under the
Merger Agreement, any order, writ, injunction, decree, judgment, order, statute,
rule or regulation applicable to such AT&T Party or any of such AT&T Party's
properties or assets, in each such case except to the extent that any conflict,
breach, default or violation would not prevent such AT&T Party from performing
its obligations hereunder.
(v) No Encumbrances. The Shares subject to this
Agreement and the certificates representing such Shares are held by Holding, or
by a nominee or custodian for the benefit of Holding, free and clear of all
proxies, voting trusts or agreements, understandings or arrangements or any
other encumbrances whatsoever.
(vi) No Solicitation. Until the earlier of the
Effective Time or termination of the Merger Agreement in accordance with its
terms, no AT&T Party shall, in its capacity as such a stockholder and subject to
Section 8, directly or indirectly, solicit (including by way of furnishing
information) or respond to any inquiries or the making of any proposal by any
person or entity (other than Parent or any affiliate of Parent) with respect to
the Company that constitutes a Transaction Proposal.
(vii) Restriction on Transfer, Proxies and
Non-Interference. Until the first to occur of the Effective Time or termination
of the Merger Agreement in accordance with its terms, Holding shall not (and the
Other AT&T Parties shall not cause Holding to) directly or indirectly: (i) offer
for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose
of, or enter into any contract, option or other arrangement or understanding
with respect to or consent to the offer for sale, sale, transfer, tender,
pledge, encumbrance, assignment or other disposition of, any or all of the
Shares subject to this Agreement, or any interest therein; (ii) grant any
proxies or powers of attorney, deposit any Shares into a voting trust or enter
into a voting agreement with respect to any Shares; or (iii) take any action
that would make any representation or warranty of the AT&T Parties contained
herein untrue or incorrect or have the effect of preventing or disabling any
AT&T Party from performing such AT&T Party's obligations under this Agreement.
(viii) Waiver of Appraisal Rights. Holding hereby
waives any rights of appraisal or rights to dissent from the Merger that Holding
may have pursuant to Section 262 of the Delaware General Corporation Law.
(ix) Reliance by Parent. Each AT&T Party understands
and acknowledges that Parent is entering into, and causing Sub to enter into,
the Merger Agreement in reliance upon each AT&T Party's execution and delivery
of this Agreement.
(b) Parent hereby represents and warrants to each AT&T Party
as follows:
(i) Organization, Standing and Power. Parent is a
corporation duly formed and validly existing under the laws of the State of
Delaware, with adequate corporate power and authority to own its properties and
carry on its business as presently conducted. Parent has the corporate power and
authority to enter into and perform all of Parent's obligations under this
Agreement and to consummate the transactions contemplated hereby.
(ii) Execution, Delivery and Performance. The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by the Board of
Directors of Parent, and Parent has taken all other actions required by law, its
Certificate of Incorporation and its Bylaws in order to consummate the
transactions contemplated by this Agreement. This Agreement has been duly and
validly executed and delivered by Parent and constitutes the valid and binding
obligation of Parent and is enforceable in accordance with its terms, except as
enforceability may be subject to bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting creditors' rights
generally.
(iii) No Conflicts. No filing with, and no permit,
authorization, consent or approval of, any state or federal public body or
authority is necessary for the execution of this Agreement by Parent or, except
for filings under the HSR Act, filings under the Communications Act, and the
filings required under the Merger Agreement, the consummation by Parent of the
transactions contemplated hereby, except where the failure to obtain such
consent, permit, authorization, approval or filing would not interfere with
Parent's ability to perform its obligations hereunder. None of the execution and
delivery of this Agreement by Parent, the consummation by Parent of the
transactions contemplated hereby or compliance by Parent with any of the
provisions hereof (1) conflicts with or results in any breach of any applicable
organizational documents applicable to Parent, (2) results in a violation or
breach of, conflicts with, or constitutes (with or without notice or lapse of
time or both) a default (or gives rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
contract, commitment, arrangement, understanding, agreement or other instrument
or obligation of any kind to which Parent is a party or by which Parent or any
of Parent's properties or assets may be bound, or (3) violates, subject, with
respect to the consummation of the transactions contemplated hereby or
compliance with the provisions hereof, to filings under the Exchange Act, the
HSR Act and the Communications Act, and the filings required under the Merger
Agreement, any order, writ, injunction, decree, judgment, order, statute, rule
or regulation applicable to Parent or any of Parent's properties or assets, in
each such case except to the extent that any conflict, breach, default or
violation would not interfere with the ability of Parent to perform its
obligations hereunder.
6. Stop Transfer. Each AT&T Party agrees with, and covenants to,
Parent that Holding shall not (and the Other AT&T Parties shall not cause
Holding to) request that the Company register the transfer (book-entry or
otherwise) of any certificate or uncertificated interest representing any of
Holding's Shares, if such transfer is in violation of this Agreement (including
the provisions of Section 2 hereof). In the event of a stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like, the term "Shares" shall be deemed to refer to and include the Shares as
well as all such stock dividends and distributions and any shares into which or
for which any or all of the Shares may be changed or exchanged.
7. Termination. Except as otherwise provided herein, the
covenants and agreements contained herein with respect to the Shares shall
terminate upon the termination of the Merger Agreement in accordance with its
terms by Parent or the Company.
8. Directors Actions. Notwithstanding anything in this Agreement
to the contrary, the covenants and agreements set forth herein shall not prevent
any designees of the AT&T Parties serving on the Company's Board of Directors
from taking any action, subject to the applicable provisions of the Merger
Agreement, while acting in such designee's capacity as a director of the
Company.
9. Miscellaneous.
(a) Assignment. Each AT&T Party agrees that this Agreement and
the obligations hereunder shall attach to Holding's Shares and shall be binding
upon any person or entity to which legal or beneficial ownership of such Shares
shall pass, whether by operation of law or otherwise. Notwithstanding any
transfer of Shares, the transferor shall remain liable for the performance of
all obligations under this Agreement of the transferor.
(b) Amendments, Waivers, Etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by the
parties hereto.
(c) Notices. All notices, requests claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram, telex
or telecopy, or by mail (registered or certified mail, postage prepaid, return
receipt requested) or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses:
If to the AT&T Corp.
AT&T Parties: 000 Xxxxxxxxxx Xxxx
Xxxxxxx Xxxxx, Xxx Xxxxxx 00000
Attn: Corporate Secretary
Telecopy: (000) 000-0000
If to Parent Ranger Holdings Corp.
of Sub: c/o Hicks, Muse, Xxxx
& Xxxxx Incorporated
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attn: Xxxxxxxx X. Xxxxxx, Xx.
Telecopy: (000) 000-0000
copy to: Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
If to the Company: LIN Television Corporation
Four Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxx Xxxxxx 00000
Attn: President
Telecopy: (000) 000-0000
copy to: Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxxxxxx, Esq.
Telecopy: (000) 000-0000
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(d) Severability. Whenever possible, each provision or portion
of any provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
(e) Specific Performance. Each of the parties hereto
recognizes and acknowledges that a breach by it of any covenants or agreements
contained in this Agreement will cause the other party to sustain damages for
which it would not have an adequate remedy at law for money damages, and
therefore each of the parties hereto agrees that in the event of any such breach
the aggrieved party shall be entitled to the remedy of specific performance of
such covenants and agreements and injunctive and other equitable relief in
addition to any other remedy to which it may be entitled, at law or in equity.
(f) Remedies Cumulative. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law or
in equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
(g) No Waiver. The failure of any party hereto to exercise any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
(h) No Third Party Beneficiaries. Except as provided in
Section 2(b), this Agreement is not intended to be for the benefit of, and shall
not be enforceable by, any person or entity who or which is not a party hereto.
(i) Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.
(j) Descriptive Headings. The descriptive headings used
herein are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.
(k) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same Agreement.
IN WITNESS WHEREOF, Parent, Sub and each AT&T Party have
caused this Agreement to be duly executed as of the day and year first above
written.
RANGER HOLDINGS CORP.
By:______________________
Name:
Title:
RANGER ACQUISITION CORP.
By:_______________________
Name:
Title:
AT&T CORP.
By:_______________________
Name:
Title:
AT&T WIRELESS SERVICES, INC.
By:_______________________
Name:
Title:
MMM HOLDINGS, INC.
By:_______________________
Name:
Title:
AGREED TO AND ACKNOWLEDGED
(with respect to Sections 2(b) and 7 hereof and for purposes of acknowledging
its consent hereto):
LIN TELEVISION CORPORATION
By:
Name:
Title:
