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
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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
