Exhibit 99.1
AMENDMENT TO
TELEVISION PRIVATE MARKET VALUE GUARANTEE
AMENDMENT, dated as of August 12, 1997 (this "Amendment"), to
TELEVISION PRIVATE MARKET VALUE GUARANTEE, dated as of December 28, 1994 (the
"Guarantee"), between AT&T Wireless Services, Inc., a Delaware corporation
("AT&T") and the legal successor to "XxXxx Cellular Communications, Inc."
("XxXxx"), and LIN Television Corporation, a Delaware corporation (the
"Company"). Unless the context otherwise requires, capitalized terms used
herein without definition and defined in the Guarantee are used herein as
therein defined.
XxXxx and the Company entered into the Guarantee for the benefit of
the Company's stockholders (other than XxXxx and its affiliates) in
connection with the distribution of shares of the Company's Common Stock to
holders of common stock of LIN Broadcasting Corporation.
Concurrently with the execution of this Amendment, Ranger Holding
Corporation, Ranger Acquisition Company and the Company are entering into an
Agreement and Plan of Merger dated as of the date hereof (the "Merger
Agreement").
In light of the transactions contemplated by the Merger Agreement,
AT&T and the Company have concluded that (a) it would be advisable to amend
the provisions of the Guarantee as provided in this Amendment and (b) this
Amendment is not materially adverse to the holders of Public Shares.
The Independent Directors have unanimously approved this Amendment.
Accordingly, the parties hereto agree as follows:
1. Change of Party and Notices:
(a) All references in the Guarantee to "XxXxx Cellular
Communications, Inc." and "XxXxx" are hereby amended to be references to
"AT&T Wireless Services, Inc." and "AT&T", respectively.
(b) The address of the Offeror in Section 10 of the Guarantee is
hereby deleted and amended to read as follows:
AT&T Corp.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx, Esq.
2. Amendments:
(a) Subsections (A), (B), (C), (D) and (E) of Section 2 of the
Guarantee are hereby deleted in their entirety.
(b) Subsection (F) of Section 2 of the Guarantee is hereby re-
lettered as subsection (A) and amended in its entirety to read as follows:
(A). Sale of the Company. If the Merger Agreement is terminated
prior to the Effective Time (as defined therein) for any reason
whatsoever, then at such time, not earlier than such date of termination
and not later than eighteen months thereafter, as the Independent
Directors shall select (the "Initiation Date"), AT&T will put the entire
Company up for sale under direction of the Independent Directors in a
manner intended by the Independent Directors to maximize value for all
Shares. The sale will be conducted by the Independent Directors, with
the advice of independent financial advisors and counsel selected by the
Independent Directors, whose fees shall be reimbursed by the Company,
and AT&T will not bid unless requested to do so by the Independent
Directors. The sale procedures will be set by the Independent Directors
and may include, if necessary in order to maximize stockholder value,
provision for the sale or other disposition (including tax-free spin-
offs, if possible) of businesses prohibited by legal restrictions to be
owned by any particular buyer or class of buyers. The Independent
Directors will select from among the proposed transactions the one or
more transactions determined by the them as being most likely to
maximize value for all Shares and will cause a meeting of the Company's
stockholders to be held as soon as practicable to consider and vote
thereon. AT&T will fully cooperate in this process and, if the one or
more transactions so selected by the Independent Directors are approved
by a Majority Vote of the Public Stockholders, will cause all Shares
owned by it or its affiliates to be voted in favor thereof. Any sale of
the Company pursuant to this subsection would be subject to receipt of
Federal Communications Commission and other necessary regulatory
approvals. AT&T will not take any action, including any action
involving any judicial, regulatory or legislative body, that is intended
to, or will have the effect of, delaying or preventing consummation of
any transaction so selected and approved.
(c) Subsection (G) of Section 2 of the Guarantee is hereby re-
lettered as subsection (B) and amended in its entirety to read as follows:
(B) Survival of Guarantee. If a transaction is presented for
approval at a meeting of stockholders as contemplated by subsection (A)
above and fails to receive the requisite Majority Vote of the Public
Stockholders, there will be no further rights or obligations under this
Section 2, but the remainder of this Guarantee shall continue to apply
to the extent described herein.
3. Representations:
Each of AT&T and the Company hereby represents and warrants to the
other that this Amendment has been duly authorized, executed and delivered by
it and constitutes its valid and binding obligation enforceable against it in
accordance with its terms, except as may be limited by bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws affecting or relating to creditors' rights generally and by
general equity principles.
4. Scope of Amendment:
This Amendment is limited precisely as written and shall not be
deemed to be an amendment to any other term or condition of the Guarantee.
Wherever the Guarantee is referred to in any agreement, document or
instrument, such reference shall be to the Guarantee as amended hereby.
Except as expressly amended hereby, the terms and conditions of the Guarantee
shall continue in full force and effect.
5. Entire Agreement:
The Guarantee, as amended by this Amendment, embodies the entire
agreement and understanding between the parties hereto relating to the
subject matter hereof and supersedes all prior agreements and understandings
relating to such subject matter.
6. Governing Law:
This Amendment and all disputes hereunder shall be governed by and
construed and enforced in accordance with the laws of the State of New York
applicable to contracts made and performed in that State.
7 Counterparts:
This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one instrument.
IN WITNESS WHEREOF, the parties have duly executed this Amendment
as of the date first above written.
AT&T WIRELESS SERVICES, INC.
By:/s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: President and Chief
Executive Officer
LIN TELEVISION CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President and
General Counsel
