EXHIBIT 4.2
REGISTRATION RIGHTS AGREEMENT
LIN TV CORP.
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Dated as of May __ 2002
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as
of May, 2002, is entered into by and among LIN TV Corp. (f/k/a Ranger Equity
Holdings Corporation), a Delaware corporation (including its successors, the
"Company"), and the securityholders listed on the signature pages hereof.
RECITALS:
WHEREAS, the Company and certain of the Holders (the "LIN Holders") are
parties to that certain Stockholders Agreement dated March 3, 1998, as amended
by that certain First Amendment to Stockholders Agreement dated August 30, 2000
(as amended, the "Stockholders Agreement");
WHEREAS, it is currently contemplated that the Company will file a
registration statement on Form S-1 relating to the initial public offering of
its Class A Common Stock (the "IPO");
WHEREAS, in contemplation of the IPO, the LIN Holders have indicated
their willingness to terminate the Stockholders Agreement provided that they
receive registration rights with respect to their shares of Common Stock;
WHEREAS, pursuant to that certain Agreement and Plan of Merger dated as
of February 19, 2002, between Sunrise and LIN TV Corp., as amended, subject to
the satisfaction of the conditions contained therein, Sunrise will merge with
and into LIN (the "Merger"); and
WHEREAS, it is a condition to the consummation of the Merger that the
Company provide the stockholders of Sunrise registration rights with respect to
the shares of Common Stock to be received by them in the Merger.
NOW, THEREFORE, BE IT RESOLVED, in consideration of the premises,
mutual covenants and agreements hereinafter contained and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Definitions.
"Advice" shall have the meaning provided in Section 2.5
hereof.
"Affiliate" means, with respect to any Person, any Person who,
directly or indirectly, controls, is controlled by or is under common control
with any Person.
"Business Day" means a day that is not a Legal Holiday.
"Class A Common Stock" means shares of Class A Common Stock,
par value $0.01 per share, of the Company, and any capital stock into which such
Class A Common Stock thereafter may be changed.
"Class B Common Stock" means shares of Class B Common Stock,
par value $0.01 per share, of the Company, and any capital stock into which such
Class B Common Stock thereafter may be changed.
"Class C Common Stock" means shares of Class C Common Stock,
par value $0.01 per share, of the Company, and any capital stock into which such
Class C Common Stock thereafter may be changed.
"Common Stock" means shares of Class A Common Stock, Class B
Common Stock and Class C Common Stock.
"Common Stock Equivalents" means, without duplication with any
other Common Stock or Common Stock Equivalents, any rights, warrants, options,
convertible securities or indebtedness, exchangeable securities or indebtedness,
or other rights, exercisable for or convertible or exchangeable into, directly
or indirectly, Common Stock of the Company and securities convertible or
exchangeable into Common Stock of the Company, whether at the time of issuance
or upon the passage of time or the occurrence of such future event.
"Company" shall have the meaning set forth in the introductory
paragraph hereof.
"Demand Registration" shall have the meaning set forth in
Section 2.1.1 hereof.
"Demand Request" shall have the meaning set forth in Section
2.1.1 hereof.
"Effective Date" shall mean the date of the final prospectus
relating to the IPO.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated by the SEC thereunder.
"Excluded Registration" means a registration under the
Securities Act of (i) securities pursuant to one or more Demand Registrations
pursuant to Section 2 hereof, (ii) securities registered on Form S-8 or any
similar successor form, and (iii) securities registered to effect the
acquisition of or combination with another Person.
"HMC Group" means HMTF and its Affiliates and its and their
respective officers, directors and employees (and members of their respective
families and trusts for the primary benefit of such family members).
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"HMTF" means Hicks, Muse, Xxxx & Xxxxx Incorporated, a Texas
corporation.
"Holder" means (i) a securityholder listed on the signature
page hereof, (ii) any direct or indirect transferee of any such securityholder,
including any securityholder that receives shares of Common Stock upon a
distribution or liquidation of a Holder, who shall become a party to this
Agreement by its execution of a joinder agreement and (iii) any Later Holder who
shall become a party to this Agreement by its execution of a joinder agreement.
"Inspectors" shall have the meaning provided in Section 2.4(x)
hereof.
"IPO" shall have the meaning set forth in the recitals hereof.
"Later Holder" shall have the meaning provided in Section 4.8
hereof.
"Legal Holiday" shall have the meaning provided in Section 4.2
hereof.
"LIN Holders" shall have the meaning set forth in the recitals
hereof.
"Material Adverse Effect" shall have the meaning provided in
Section 2.1.4 hereof.
"Merger" shall have the meaning set forth in the recitals
hereof.
"NASD" shall have the meaning provided in Section 2.6 hereof.
"Person" or "person" means any individual, corporation,
partnership, limited liability company, joint venture, association, joint-stock
company, trust, unincorporated organization or government or other agency or
political subdivision thereof.
"Records" shall have the meaning provided in Section 2.4(x)
hereof.
"Registrable Shares" means at any time the Class A Common
Stock of the Company owned by the HMC Group or the Holders, whether owned on the
date hereof or acquired hereafter; provided, however, that Registrable Shares
shall not include any shares (i) the sale of which has been registered pursuant
to the Securities Act and which shares have been sold pursuant to such
registration or (ii) which have been sold pursuant to Rule 144 of the SEC under
the Securities Act. "Registrable Shares" shall also include Common Stock
Equivalents and shares of Class B Common Stock and Class C Common Stock which
are to be exercised or converted, as applicable, and in one or more steps, into
Class A Common Stock in connection with the sale of shares to the public
pursuant to such registration (whether or not such conversion occurs prior to or
on the effective date of such registration).
"Registration Expenses" shall have the meaning provided in
Section 2.6 hereof.
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"Requesting Holders" shall have the meaning set forth in
Section 2.1.1 hereof.
"Required Filing Date" shall have the meaning provided in
Section 2.1.1(b) hereof.
"Required Holders" means Holders who then own beneficially
more than 66-2/3% of the aggregate number of shares of Common Stock subject to
this Agreement.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated by the SEC thereunder.
"Seller Affiliates" shall have the meaning provided in Section
2.7.1 hereof.
"Stockholders Agreement" shall have the meaning set forth in
the recitals hereof.
"Suspension Notice" shall have the meaning provided in Section
2.5 hereof.
1.2 Rules of Construction. Unless the context otherwise requires
(1) a term has the meaning assigned to it;
(2) "or" is not exclusive;
(3) words in the singular include the plural, and
words in the plural include the singular;
(4) provisions apply to successive events and
transactions; and
(5) "herein," "hereof" and other words of similar
import refer to this Agreement as a whole and not to any
particular Article, Section or other subdivision.
ARTICLE 2
REGISTRATION RIGHTS
2.1 Demand Registration.
2.1.1 Request for Registration.
(a) At any time after one hundred eighty (180) days
after the Effective Date, any Holder or Holders may request
the Company, in writing (a "Demand Request"), to effect the
registration under the Securities Act of all or part of its or
their Registrable Shares (a "Demand
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Registration"). Notwithstanding the foregoing, no Demand
Request will be effective hereunder unless (i) the Registrable
Shares proposed to be sold by the Holders requesting the
Demand Registration (the "Requesting Holders," which term
shall include parties deemed "Requesting Holders" pursuant to
Section 2.1.5 hereof) represent, in the aggregate, more than
thirty-five percent (35%) of the total number of Registrable
Shares held by all Holders or (ii) (A) either (x) the
Registrable Shares proposed to be sold by the Requesting
Holders represent fifty-one percent (51%) or more of the total
number of Registrable Shares held by all Holders other than
the members of the HMC Group or (y) two (2) of the Requesting
Holders are not members of the HMC Group, (B) the Registrable
Shares proposed to be sold by the Requesting Holders have a
fair market value (determined in good faith by the Company's
Board of Directors), at the time of the Company's receipt of
the Demand Request, of Twenty-Five Million Dollars
($25,000,000) or more and (C) the offering to be consummated
pursuant to such Demand Request will not, in the reasonable
opinion of an investment banking firm selected by the Company,
have a material adverse effect on the market price of the
Common Stock.
(b) Each Demand Request shall specify the number of
Registrable Shares proposed to be sold. Subject to Section
2.1.6, the Company shall file the Demand Registration within
ninety (90) days after receiving a Demand Request (the
"Required Filing Date") and shall use all commercially
reasonable efforts to cause the same to be declared effective
by the SEC as promptly as practicable after such filing;
provided that the Company need effect only two (2) Demand
Registrations pursuant to Demand Requests made under clause
(i) of the second sentence of paragraph (a) of this Section
2.1.1 and only one (1) Demand Registration pursuant to a
Demand Request made under clause (ii) of the second sentence
of paragraph (a) of this Section 2.1.1; provided, further,
that if any Registrable Shares requested to be registered
pursuant to a Demand Request made under clause (i) or clause
(ii) of the second sentence of paragraph (a) of this Section
2.1.1 are excluded from the applicable Demand Registration
pursuant to Section 2.1.4 below, the Holders shall have the
right, with respect to each such exclusion, to request one
additional Demand Registration under such clause (i) (in the
event such excluded shares were excluded from a Demand
Registration effected pursuant to a Demand Request made under
such clause (i)) or such clause (ii) (in the event such
excluded shares were excluded from a Demand Registration
effected pursuant to a Demand Request made under such clause
(ii)) with respect to such excluded Registrable Shares.
2.1.2 Effective Registration and Expenses. A registration will
not count as a Demand Registration until it has become effective (unless the
Requesting Holders withdraw all their Registrable Shares and the Company has
performed its obligations hereunder in all material respects, in which case such
demand will count as a Demand Registration unless the Requesting Holders pay all
Registration Expenses, as hereinafter
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defined, in connection with such withdrawn registration); provided that if,
after it has become effective, an offering of Registrable Shares pursuant to a
registration is interfered with by any stop order, injunction, or other order or
requirement of the SEC or other governmental agency or court, such registration
will be deemed not to have been effected and will not count as a Demand
Registration.
2.1.3 Selection of Underwriters. The offering of Registrable
Shares pursuant to a Demand Registration shall be in the form of a "firm
commitment" underwritten offering. The Requesting Holders of a majority of the
Registrable Shares to be registered in a Demand Registration shall select the
investment banking firm or firms to manage the underwritten offering, provided
that such selection shall be subject to the consent of the Company, which
consent shall not be unreasonably withheld.
2.1.4 Priority on Demand Registrations. No securities to be
sold for the account of any Person (including the Company) other than a
Requesting Holder shall be included in a Demand Registration unless the managing
underwriter or underwriters shall advise the Company or the Requesting Holders
in writing that the inclusion of such securities will not materially and
adversely affect the price or success of the offering (a "Material Adverse
Effect"). Furthermore, in the event the managing underwriter or underwriters
shall advise the Company or the Requesting Holders that even after exclusion of
all securities of other Persons pursuant to the immediately preceding sentence,
the amount of Registrable Shares proposed to be included in such Demand
Registration by Requesting Holders is sufficiently large to cause a Material
Adverse Effect, the Registrable Shares of the Requesting Holders to be included
in such Demand Registration shall equal the number of shares which the Company
is so advised can be sold in such offering without a Material Adverse Effect and
such shares shall be allocated pro rata among the Requesting Holders on the
basis of the number of Registrable Shares requested to be included in such
registration by each such Requesting Holder.
2.1.5 Rights of Nonrequesting Holders. Upon receipt of any
Demand Request, the Company shall promptly (but in any event within ten (10)
days) give written notice of such proposed Demand Registration to all other
Holders, who shall have the right, exercisable by written notice to the Company
within twenty (20) days of their receipt of the Company's notice, to elect to
include in such Demand Registration such portion of their Registrable Shares as
they may request. All Holders requesting to have their Registrable Shares
included in a Demand Registration in accordance with the preceding sentence
shall be deemed to be "Requesting Holders" for purposes of this Section 2.1.
2.1.6 Deferral of Filing. The Company may defer the filing
(but not the preparation) of a registration statement required by Section 2.1
until a date not later than one hundred eighty (180) days after the Required
Filing Date (or, if longer, one hundred eighty (180) days after the effective
date of the registration statement contemplated by clause (ii) below) if (i) at
the time the Company receives the Demand Request, the Company or any of its
Subsidiaries are engaged in confidential negotiations or other confidential
business activities, disclosure of which would be required in such registration
statement (but would not be required if such registration statement were not
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filed), and the Board of Directors of the Company determines in good faith that
such disclosure would be materially detrimental to the Company and its
stockholders, or (ii) prior to receiving the Demand Request, the Board of
Directors had determined to effect a registered underwritten public offering of
the Company's securities for the Company's account and the Company had taken
substantial steps (including, but not limited to, selecting a managing
underwriter for such offering) and is proceeding with reasonable diligence to
effect such offering. A deferral of the filing of a registration statement
pursuant to this Section 2.1.6 shall be lifted, and the requested registration
statement shall be filed forthwith, if, in the case of a deferral pursuant to
clause (i) of the preceding sentence, the negotiations or other activities are
disclosed or terminated, or, in the case of a deferral pursuant to clause (ii)
of the preceding sentence, the proposed registration for the Company's account
is abandoned. In order to defer the filing of a registration statement pursuant
to this Section 2.1.6, the Company shall promptly (but in any event within ten
(10) days), upon determining to seek such deferral, deliver to each Requesting
Holder a certificate signed by an executive officer of the Company stating that
the Company is deferring such filing pursuant to this Section 2.1.6 and a
general statement of the reason for such deferral and an approximation of the
anticipated delay. Within twenty (20) days after receiving such certificate, the
holders of a majority of the Registrable Shares held by the Requesting Holders
and for which registration was previously requested may withdraw such Demand
Request by giving notice to the Company; if withdrawn, the Demand Request shall
be deemed not to have been made for all purposes of this Agreement. The Company
may defer the filing of a particular registration statement pursuant to this
Section 2.1.6 only once.
2.2 Piggyback Registrations.
2.2.1 Right to Piggyback. Each time the Company proposes to
register any of its equity securities (other than pursuant to an Excluded
Registration) under the Securities Act for sale to the public (whether for the
account of the Company or the account of any securityholder of the Company) and
the form of registration statement to be used permits the registration of
Registrable Shares, the Company shall give prompt written notice to each Holder
of Registrable Shares (which notice shall be given not less than thirty (30)
days prior to the effective date of the Company's registration statement), which
notice shall offer each such Holder the opportunity to include any or all of its
or his Registrable Shares in such registration statement, subject to the
limitations contained in Section 2.2.2 hereof. Each Holder who desires to have
its or his Registrable Shares included in such registration statement shall so
advise the Company in writing (stating the number of shares desired to be
registered) within twenty (20) days after the date of such notice from the
Company. Any Holder shall have the right to withdraw such Holder's request for
inclusion of such Holder's Registrable Shares in any registration statement
pursuant to this Section 2.2.1 by giving written notice to the Company of such
withdrawal. Subject to Section 2.2.2 below, the Company shall include in such
registration statement all such Registrable Shares so requested to be included
therein; provided, however, that the Company may at any time withdraw or cease
proceeding with any such registration if it shall at the same time withdraw or
cease proceeding with the registration of all other equity securities originally
proposed to be registered. Notwithstanding anything to the contrary contained in
this Section 2.2.1, no Holder shall
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be entitled to register any of its Registrable Shares pursuant to this Section
2.2.1 until 180 days after the Effective Date, nor shall any Holder be entitled
to notice of any proposed registration by the Company of any of its equity
securities that is intended to become effective within 180 days of the Effective
Date.
2.2.2 Priority on Registrations. If the managing underwriter
advises the Company that the inclusion of Registrable Shares requested to be
included in the Registration Statement would cause a Material Adverse Effect,
the Company will be obligated to include in such registration statement, as to
each Requesting Holder, only a portion of the shares such Holder has requested
be registered equal to the ratio which such Holder's requested shares bears to
the total number of shares requested to be included in such registration
statement by all Persons (including Requesting Holders) who have requested
(pursuant to contractual registration rights) that their shares be included in
such registration statement. If as a result of the provisions of this Section
2.2.2 any Holder shall not be entitled to include all Registrable Shares in a
registration that such Holder has requested to be so included, such Holder may
withdraw such Holder's request to include Registrable Shares in such
registration statement. No Person may participate in any registration statement
hereunder unless such Person (x) agrees to sell such person's Registrable Shares
on the basis provided in any underwriting arrangements approved by the Company
and (y) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements, and other documents, each in customary
form, reasonably required under the terms of such underwriting arrangements;
provided, however, that no such Person shall be required to make any
representations or warranties in connection with any such registration other
than representations and warranties as to (i) such Person's ownership of his or
its Registrable Shares to be sold or transferred free and clear of all liens,
claims, and encumbrances, (ii) such Person's power and authority to effect such
transfer, and (iii) such matters pertaining to compliance with securities laws
as may be reasonably requested; provided further, however, that the obligation
of such Person to indemnify pursuant to any such underwriting arrangements shall
be several, not joint and several, among such Persons selling Registrable
Shares, and the liability of each such Person will be in proportion to, and
provided further that such liability will be limited to, the net amount received
by such Person from the sale of his or its Registrable Shares pursuant to such
registration.
2.3 Holdback Agreement. Unless the managing underwriter otherwise
agrees, each of the Company and the Holders agrees (and the Company agrees, in
connection with any underwritten registration, to use its reasonable efforts to
cause its Affiliates to agree) not to effect any public sale or private offer or
distribution of any Common Stock or Common Stock Equivalents during the ten
Business Days prior to the effectiveness under the Securities Act of any
underwritten registration and during such time period after the effectiveness
under the Securities Act of any underwritten registration (not to exceed one
hundred eighty (180) days) (except, if applicable, as part of such underwritten
registration) as the Company and the managing underwriter may agree.
2.4 Registration Procedures. Whenever any Holder has requested that any
Registrable Shares be registered pursuant to this Agreement, the Company will
use its
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commercially reasonable efforts to effect the registration and the sale of such
Registrable Shares in accordance with the intended method of disposition
thereof, and pursuant thereto the Company will as expeditiously as possible:
(i) prepare and file with the SEC a registration
statement on any appropriate form under the Securities Act
with respect to such Registrable Shares and use its
commercially reasonable efforts to cause such registration
statement to become effective;
(ii) prepare and file with the SEC such amendments,
post-effective amendments, and supplements to such
registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration
statement effective for a period of not less than one hundred
eighty (180) days (or such lesser period as is necessary for
the underwriters in an underwritten offering to sell unsold
allotments) and comply with the provisions of the Securities
Act with respect to the disposition of all securities covered
by such registration statement during such period in
accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement;
(iii) furnish to each seller of Registrable Shares
and the underwriters of the securities being registered such
number of copies of such registration statement, each
amendment and supplement thereto, the prospectus included in
such registration statement (including each preliminary
prospectus), any documents incorporated by reference therein
and such other documents as such seller or underwriters may
reasonably request in order to facilitate the disposition of
the Registrable Shares owned by such seller or the sale of
such securities by such underwriters (it being understood
that, subject to Section 2.5 and the requirements of the
Securities Act and applicable state securities laws, the
Company consents to the use of the prospectus and any
amendment or supplement thereto by each seller and the
underwriters in connection with the offering and sale of the
Registrable Shares covered by the registration statement of
which such prospectus, amendment or supplement is a part);
(iv) use its commercially reasonable efforts to
register or qualify such Registrable Shares under such other
securities or blue sky laws of such jurisdictions as the
managing underwriter reasonably requests (or, in the event the
registration statement does not relate to an underwritten
offering, as the holders of a majority of such Registrable
Shares may reasonably request); use its commercially
reasonable efforts to keep each such registration or
qualification (or exemption therefrom) effective during the
period in which such registration statement is required to be
kept effective; and do any and all other acts and things which
may be reasonably necessary or advisable to enable each seller
to consummate the disposition of the Registrable Shares owned
by such seller in such jurisdictions (provided, however, that
the Company will not be required to
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(A) qualify generally to do business in any jurisdiction where
it would not otherwise be required to qualify but for this
subparagraph or (B) consent to general service of process in
any such jurisdiction);
(v) promptly notify each seller and each underwriter
and (if requested by any such Person) confirm such notice in
writing (A) when a prospectus or any prospectus supplement or
post-effective amendment has been filed and, with respect to a
registration statement or any post-effective amendment, when
the same has become effective, (B) of the issuance by any
state securities or other regulatory authority of any order
suspending the qualification or exemption from qualification
of any of the Registrable Shares under state securities or
"blue sky" laws or the initiation of any proceedings for that
purpose, and (C) of the happening of any event which makes any
statement made in a registration statement or related
prospectus untrue or which requires the making of any changes
in such registration statement, prospectus or documents so
that they will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading, and, as promptly as practicable thereafter,
prepare and file with the SEC and furnish a supplement or
amendment to such prospectus so that, as thereafter
deliverable to the purchasers of such Registrable Shares, such
prospectus will not contain any untrue statement of a material
fact or omit a material fact necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading;
(vi) make generally available to the Company's
securityholders an earnings statement satisfying the
provisions of Section 11(a) of the Securities Act no later
than thirty (30) days after the end of the twelve (12) month
period beginning with the first day of the Company's first
fiscal quarter commencing after the effective date of a
registration statement, which earnings statement shall cover
said twelve (12) month period, and which requirement will be
deemed to be satisfied if the Company timely files complete
and accurate information on Forms 10-Q, 10-K and 8-K under the
Exchange Act and otherwise complies with Rule 158 under the
Securities Act;
(vii) if requested by the managing underwriter or any
seller promptly incorporate in a prospectus supplement or
post-effective amendment such information as the managing
underwriter or any seller reasonably requests to be included
therein, including, without limitation, with respect to the
Registrable Shares being sold by such seller, the purchase
price being paid therefor by the underwriters and with respect
to any other terms of the underwritten offering of the
Registrable Shares to be sold in such offering, and promptly
make all required filings of such prospectus supplement or
post-effective amendment;
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(viii) as promptly as practicable after filing with
the SEC of any document which is incorporated by reference
into a registration statement (in the form in which it was
incorporated), deliver a copy of each such document to each
seller;
(ix) cooperate with the sellers and the managing
underwriter to facilitate the timely preparation and delivery
of certificates (which shall not bear any restrictive legends
unless required under applicable law) representing securities
sold under any registration statement, and enable such
securities to be in such denominations and registered in such
names as the managing underwriter or such sellers may request
and keep available and make available to the Company's
transfer agent prior to the effectiveness of such registration
statement a supply of such certificates;
(x) promptly make available for inspection by any
seller, any underwriter participating in any disposition
pursuant to any registration statement, and any attorney,
accountant or other agent or representative retained by any
such seller or underwriter (collectively, the "Inspectors"),
all financial and other records, pertinent corporate documents
and properties of the Company (collectively, the "Records"),
as shall be reasonably necessary to enable them to exercise
their due diligence responsibility, and cause the Company's
officers, directors and employees to supply all information
requested by any such Inspector in connection with such
registration statement; provided, that, unless the disclosure
of such Records is necessary to avoid or correct a
misstatement or omission in the registration statement or the
release of such Records is ordered pursuant to a subpoena or
other order from a court of competent jurisdiction, the
Company shall not be required to provide any information under
this subparagraph (x) if (A) the Company believes, after
consultation with counsel for the Company, that to do so would
cause the Company to forfeit an attorney-client privilege that
was applicable to such information or (B) if either (1) the
Company has requested and been granted from the SEC
confidential treatment of such information contained in any
filing with the SEC or documents provided supplementally or
otherwise or (2) the Company reasonably determines in good
faith that such Records are confidential and so notifies the
Inspectors in writing unless prior to furnishing any such
information with respect to (A) or (B) such Holder of
Registrable Shares requesting such information agrees to enter
into a confidentiality agreement in customary form and subject
to customary exceptions; and provided, further that each
Holder of Registrable Shares agrees that it will, upon
learning that disclosure of such Records is sought in a court
of competent jurisdiction, give notice to the Company and
allow the Company, at its expense, to undertake appropriate
action and to prevent disclosure of the Records deemed
confidential;
(xi) furnish to each seller and underwriter a signed
counterpart of (A) an opinion or opinions of counsel to the
Company, and (B) a comfort
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letter or comfort letters from the Company's independent
public accountants, each in customary form and covering such
matters of the type customarily covered by opinions or comfort
letters, as the case may be, as the sellers or managing
underwriter reasonably requests;
(xii) cause the Registrable Shares included in any
registration statement to be (A) listed on each securities
exchange, if any, on which similar securities issued by the
Company are then listed, or (B) authorized to be quoted and/or
listed (to the extent applicable) on the National Association
of Securities Dealers, Inc. Automated Quotation System or the
Nasdaq National Market if the Registrable Shares so qualify;
(xiii) provide a CUSIP number for the Registrable
Shares included in any registration statement not later than
the effective date of such registration statement;
(xiv) cooperate with each seller and each underwriter
participating in the disposition of such Registrable Shares
and their respective counsel in connection with any filings
required to be made with the National Association of
Securities Dealers, Inc.;
(xv) during the period when the prospectus is
required to be delivered under the Securities Act, promptly
file all documents required to be filed with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;
(xvi) notify each seller of Registrable Shares
promptly of any request by the SEC for the amending or
supplementing of such registration statement or prospectus or
for additional information;
(xvii) prepare and file with the SEC promptly any
amendments or supplements to such registration statement or
prospectus which, in the opinion of counsel for the Company or
the managing underwriter, is required in connection with the
distribution of the Registrable Shares;
(xviii) enter into such agreements (including
underwriting agreements in the managing underwriter's
customary form) as are customary in connection with an
underwritten registration; and
(xix) advise each seller of such Registrable Shares,
promptly after it shall receive notice or obtain knowledge
thereof, of the issuance of any stop order by the SEC
suspending the effectiveness of such registration statement or
the initiation or threatening of any proceeding for such
purpose and promptly use its best efforts to prevent the
issuance of any stop order or to obtain its withdrawal at the
earliest possible moment if such stop order should be issued.
12
2.5 Suspension of Dispositions. Each Holder agrees by acquisition of
any Registrable Shares that, upon receipt of any notice (a "Suspension Notice")
from the Company of the happening of any event of the kind described in Section
2.4(v)(C) such Holder will forthwith discontinue disposition of Registrable
Shares until such Holder's receipt of the copies of the supplemented or amended
prospectus, or until it is advised in writing (the "Advice") by the Company that
the use of the prospectus may be resumed, and has received copies of any
additional or supplemental filings which are incorporated by reference in the
prospectus, and, if so directed by the Company, such Holder will deliver to the
Company all copies, other than permanent file copies then in such Holder's
possession, of the prospectus covering such Registrable Shares current at the
time of receipt of such notice. In the event the Company shall give any such
notice, the time period regarding the effectiveness of registration statements
set forth in Section 2.4(ii) hereof shall be extended by the number of days
during the period from and including the date of the giving of the Suspension
Notice to and including the date when each seller of Registrable Shares covered
by such registration statement shall have received the copies of the
supplemented or amended prospectus or the Advice. The Company shall use its
commercially reasonable efforts and take such actions as are reasonably
necessary to render the Advice as promptly as practicable.
2.6 Registration Expenses. All expenses incident to the Company's
performance of or compliance with this Article 2 including, without limitation,
all registration and filing fees, all fees and expenses associated with filings
required to be made with the National Association of Securities Dealers, Inc.
("NASD") (including, if applicable, the fees and expenses of any "qualified
independent underwriter" as such term is defined in Schedule E of the By-Laws of
the NASD, and of its counsel), as may be required by the rules and regulations
of the NASD, fees and expenses of compliance with securities or "blue sky" laws
(including reasonable fees and disbursements of counsel in connection with "blue
sky" qualifications of the Registrable Shares), rating agency fees, printing
expenses (including expenses of printing certificates for the Registrable Shares
in a form eligible for deposit with Depository Trust Company and of printing
prospectuses if the printing of prospectuses is requested by a holder of
Registrable Shares), messenger and delivery expenses, the Company's internal
expenses (including without limitation all salaries and expenses of its officers
and employees performing legal or accounting duties), the fees and expenses
incurred in connection with any listing of the Registrable Shares, fees and
expenses of counsel for the Company and its independent certified public
accountants (including the expenses of any special audit or "cold comfort"
letters required by or incident to such performance), securities acts liability
insurance (if the Company elects to obtain such insurance), the fees and
expenses of any special experts retained by the Company in connection with such
registration, and the fees and expenses of other persons retained by the Company
and reasonable fees and expenses of one firm of counsel for the sellers (which
shall be selected by the holders of a majority of the Registrable Shares being
included in any particular registration statement) (all such expenses being
herein called "Registration Expenses") will be borne by the Company whether or
not any registration statement becomes effective; provided that in no event
shall Registration Expenses include any underwriting discounts, commissions, or
fees attributable to the sale of the Registrable Shares or any counsel (except
as provided above), accountants, or other persons retained or employed by the
Holders.
13
2.7 Indemnification.
2.7.1 The Company agrees to indemnify and reimburse, to the
fullest extent permitted by law, each seller of Registrable Shares, and each of
its employees, advisors, agents, representatives, partners, officers, and
directors and each Person who controls such seller (within the meaning of the
Securities Act or the Exchange Act) and any agent or investment advisor thereof
(collectively, the "Seller Affiliates") (A) against any and all losses, claims,
damages, liabilities, and expenses, joint or several (including, without
limitation, attorneys' fees and disbursements except as limited by Section
2.7.3) based upon, arising out of, related to or resulting from any untrue or
alleged untrue statement of a material fact contained in any registration
statement, prospectus, or preliminary prospectus or any amendment thereof or
supplement thereto, or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, (B) against any and all loss, liability, claim, damage, and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation or investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim whatsoever based upon,
arising out of, related to or resulting from any such untrue statement or
omission or alleged untrue statement or omission, and (C) against any and all
costs and expenses (including reasonable fees and disbursements of counsel) as
may be reasonably incurred in investigating, preparing, or defending against any
litigation, or investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon, arising out of,
related to or resulting from any such untrue statement or omission or alleged
untrue statement or omission, to the extent that any such expense or cost is not
paid under subparagraph (A) or (B) above; except insofar as the same are made in
reliance upon and in strict conformity with information furnished in writing to
the Company by such seller or any Seller Affiliate for use therein or arise from
such seller's or any Seller Affiliate's failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements thereto
after the Company has furnished such seller or Seller Affiliate with a
sufficient number of copies of the same. The reimbursements required by this
Section 2.7.1 will be made by periodic payments during the course of the
investigation or defense, as and when bills are received or expenses incurred.
2.7.2 In connection with any registration statement in which a
seller of Registrable Shares is participating, each such seller will furnish to
the Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the fullest extent permitted by law, each such seller will
indemnify the Company and its directors and officers and each Person who
controls the Company (within the meaning of the Securities Act or the Exchange
Act) against any and all losses, claims, damages, liabilities, and expenses
(including, without limitation, reasonable attorneys' fees and disbursements
except as limited by Section 2.7.3) resulting from any untrue statement or
alleged untrue statement of a material fact contained in the registration
statement, prospectus, or any preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or
14
alleged untrue statement or omission or alleged omission is contained in any
information or affidavit so furnished in writing by such seller or any of its
Seller Affiliates specifically for inclusion in the registration statement;
provided that the obligation to indemnify will be several, not joint and
several, among such sellers of Registrable Shares, and the liability of each
such seller of Registrable Shares will be in proportion to, and provided further
that such liability will be limited to, the net amount received by such seller
from the sale of Registrable Shares pursuant to such registration statement;
provided, however, that such seller of Registrable Shares shall not be liable in
any such case to the extent that prior to the filing of any such registration
statement or prospectus or amendment thereof or supplement thereto, such seller
has furnished in writing to the Company information expressly for use in such
registration statement or prospectus or any amendment thereof or supplement
thereto which corrected or made not misleading information previously furnished
to the Company.
2.7.3 Any Person entitled to indemnification hereunder will
(A) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give
such notice shall not limit the rights of such Person) and (B) unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party; provided, however, that any
person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel shall be at the expense of such person unless (X)
the indemnifying party has agreed to pay such fees or expenses, or (Y) the
indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such person. If such defense is not
assumed by the indemnifying party as permitted hereunder, the indemnifying party
will not be subject to any liability for any settlement made by the indemnified
party without its consent (but such consent will not be unreasonably withheld).
If such defense is assumed by the indemnifying party pursuant to the provisions
hereof, such indemnifying party shall not settle or otherwise compromise the
applicable claim unless (1) such settlement or compromise contains a full and
unconditional release of the indemnified party or (2) the indemnified party
otherwise consents in writing. An indemnifying party who is not entitled to, or
elects not to, assume the defense of a claim will not be obligated to pay the
fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment
of any indemnified party, a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to such
claim, in which event the indemnifying party shall be obligated to pay the
reasonable fees and disbursements of such additional counsel or counsels.
2.7.4 Each party hereto agrees that, if for any reason the
indemnification provisions contemplated by Section 2.7.1 or Section 2.7.2 are
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages, liabilities, or expenses (or actions in respect
thereof) referred to therein, then each indemnifying party shall contribute to
the amount paid or payable by such
15
indemnified party as a result of such losses, claims, liabilities, or expenses
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party in
connection with the actions which resulted in the losses, claims, damages,
liabilities or expenses as well as any other relevant equitable considerations.
The relative fault of such indemnifying party and indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by such indemnifying party or
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 2.7.4 were determined by pro rata allocation (even if
the Holders or any underwriters or all of them were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to in this Section 2.7.4. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities, or expenses (or actions in respect thereof) referred to
above shall be deemed to include any legal or other fees or expenses reasonably
incurred by such indemnified party in connection with investigating or, except
as provided in Section 2.7.3, defending any such action or claim.
Notwithstanding the provisions of this Section 2.7.4, no Holder shall be
required to contribute an amount greater than the dollar amount by which the net
proceeds received by such Holder with respect to the sale of any Registrable
Shares exceeds the amount of damages which such Holder has otherwise been
required to pay by reason of any and all untrue or alleged untrue statements of
material fact or omissions or alleged omissions of material fact made in any
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto related to such sale of Registrable Shares. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations in this Section 2.7.4 to contribute shall be several in proportion
to the amount of Registrable Shares registered by them and not joint.
If indemnification is available under this Section 2.7, the
indemnifying parties shall indemnify each indemnified party to the full extent
provided in Section 2.7.1 and Section 2.7.2 without regard to the relative fault
of said indemnifying party or indemnified party or any other equitable
consideration provided for in this Section 2.7.4 subject, in the case of the
Holders, to the limited dollar amounts set forth in Section 2.7.2.
2.7.5 The indemnification and contribution provided for under
this Agreement will remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer,
director, or controlling Person of such indemnified party and will survive the
transfer of securities.
16
ARTICLE 3
TERMINATION
3.1 Termination. The provisions of this Agreement shall terminate on
March 3, 2008.
ARTICLE 4
MISCELLANEOUS
4.1 Notices. Any notices or other communications required or permitted
hereunder shall be in writing, and shall be sufficiently given if made by hand
delivery, by telex, by telecopier or registered or certified mail, postage
prepaid, return receipt requested, addressed as follows (or at such other
address as may be substituted by notice given as herein provided):
If to the Company:
LIN TV Corp.
Four Richmond Square, Suite 200
Providence, Rhode Island 02906
Attention: General Counsel
With copies to (which shall not constitute notice):
Hicks, Muse, Xxxx & Xxxxx Incorporated
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxx
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxx, Esq.
If to any Holder, at its address listed on the signature pages hereof.
Any notice or communication hereunder shall be deemed to have
been given or made as of the date so delivered if personally delivered; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and five
(5) calendar days after mailing if sent by registered or certified mail (except
that a notice of change of address shall not be deemed to have been given until
actually received by the addressee).
Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.
17
4.2 Legal Holidays. A "Legal Holiday" used with respect to a particular
place of payment is a Saturday, a Sunday or a day on which banking institutions
at such place are not required to be open. If a payment date is a Legal Holiday
at such place, payment may be made at such place on the next succeeding day that
is not a Legal Holiday, and no interest on the amount of such payment shall
accrue for the intervening period.
4.3 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.
4.4 Successors and Assigns. Whether or not an express assignment has
been made pursuant to the provisions of this Agreement, the rights granted to a
Holder under this Agreement are also for the benefit of, and enforceable by, all
subsequent holders of Registrable Shares, except as otherwise expressly provided
herein. This Agreement shall be binding upon the Company, each Holder, and their
respective successors and assigns.
4.5 Duplicate Originals. All parties may sign any number of copies of
this Agreement. Each signed copy shall be an original, but all of them together
shall represent the same agreement.
4.6 Severability. In case any provision in this Agreement shall be held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and the
remaining provisions shall not in any way be affected or impaired thereby
4.7 No Waivers; Amendments.
4.7.1 No failure or delay on the part of the Company or any
Holder in exercising any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy. The remedies provided for herein are
cumulative and are not exclusive of any remedies that may be available to the
Company or any Holder at law or in equity or otherwise.
4.7.2 Any provision of this Agreement may be amended or waived
if, but only if, such amendment or waiver is in writing and is signed by the
Company and the Required Holders; provided that no such amendment or waiver
shall adversely affect the rights granted to the Holders who are not members of
the HMC Group where such amendment or waiver does not apply to the same extent
to the rights granted thereunder to the Holders who are members of the HMC
Group.
4.8 Subsequent Holders. Each party to this Agreement hereby
acknowledges and agrees that any stockholder of Sunrise that receives shares of
Common Stock in the Merger, or any person receiving shares of Common Stock
following the Merger upon a distribution made by any person who was a
stockholder of Sunrise immediately prior to the effective time of the Merger (a
"Later Holder"), may become a Holder under this Agreement by executing a joinder
agreement pursuant to which such Later Holder agrees
18
to become a Holder hereunder and be entitled to the rights, and subject to the
obligations, hereunder.
4.9 Termination of Stockholders Agreement. The Company and the LIN
Holders hereby agree that, effective as of the Effective Date, the Stockholders
Agreement shall terminate and be of no further force and effect.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
19
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first written above.
LIN TV CORP.
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
RANGER EQUITY PARTNERS, L.P.
By: TOH/Ranger, LLC, its general partner
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
Address:
c/o Hicks, Muse, Xxxx & Xxxxx Incorporated
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxx
Copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxx, Esq.
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
--------------------------------------------
Xxxxx X. Xxxxxxx
Address:
00 Xxxxxxx Xxxxx
Xxxxxx XX0 TD
England
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
CHASE EQUITY ASSOCIATES, L.P.
By: Chase Capital Partners, its general
partner
By:
----------------------------------
Name:
Title:
Address:
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxxx
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
PALMETTO PARTNERS, LTD.
By: Palmetto Capital Corp., its
general partner
By:
-------------------------------------
M. Xxxxxx Xxxxxxx
President & Chief Operating
Officer
Address:
Palmetto Partners, Ltd.
000 Xxxxxxxxx Xxxxxx
00xx Xxxxx
Xxxxxxx, Xxxxx 00000
Attention: M. Xxxxxx Xxxxxxx
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
GENERAL ELECTRIC CAPITAL CORPORATION
By:
---------------------------------
Xxxxxxx X. Xxxxxx
Vice President
Address:
c/o GE Capital - Equity Capital Group
000 Xxxx Xxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
STATE TREASURER OF THE STATE OF
MICHIGAN, CUSTODIAN OF THE MICHIGAN
PUBLIC SCHOOL EMPLOYEES' RETIREMENT
SYSTEM, STATE EMPLOYEES' RETIREMENT
SYSTEM, MICHIGAN STATE POLICE
RETIREMENT SYSTEM, AND MICHIGAN
JUDGES RETIREMENT SYSTEM
By:
---------------------------------
Xxxxx Xxxx, Acting Administrator
Address:
000 X. Xxxxxxx
Xxxxxxx, Xxxxxxxx 00000
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
CO-INVESTMENT PARTNERS, L.P.
By: CIP Partners, LLC, its general
partner
By:
---------------------------------
Xxxxxxxxx X. Xxxxxxx, Member
Address:
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxxx X. Xxxxxxx
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
JVG PARTNERS
By:
---------------------------------
Xxxxxx Xxxxxx
Managing Partner
Address:
0000 X. Xxxxxxx
Xxxxxxx, Xxxxxx 00000
Attention: Xxxxxx Xxxxxx
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
UBS CAPITAL LLC
By:
-------------------------------------
Xxxxxxx Xxxxxx
Managing Director
By:
-------------------------------------
Xxxxxxx Xxxxx
Vice President
Address:
UBS Capital LLC
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxx Xxxxx
NATIONSBANC INVESTMENT CORPORATION
By:
------------------------------------
Xxxxxx X. Xxxxxxxx, III
Senior Vice President
Address:
c/o NationsBank Capital Investors
NationsBank Corporate Center
NC1-007-10-04
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, III
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
XXXXXX/LIN SBS, L.P.
By: Xxxxxx Resources, L.P.,
its general partner
By: Xxxxxx Resources, Inc.,
its general partner
By:
------------------------------
Royal X. Xxxxxx, III
President
Address:
000 Xxxxx Xx. Xxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Royal X. Xxxxxx, III
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
XXXXXXXX CAPITAL, LTD.
By:
-----------------------------------------
Xxxxxxx X. Xxxxxxxx
General Partner
Address:
0000 X. Xxxxxxxxxxx
Xxxxx 0000 Xxxx
Xxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxxxxxxx
SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
SOCATEAN PARTNERS
By:
-----------------------------------
Xxxxxx Xxxxxxxxx
Managing Partner
Address:
Xxxxxxxxx & Co. LLC
00 Xxxx 00x Xxxxxx
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxx
