Exhibit 99.4
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT, dated as of August 12, 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 Xxxx Inlet
Communications Corp. ("CI"), a Delaware corporation. 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).
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, CI is the record and Beneficial Owner of 1,608,975 Shares;
and
WHEREAS, as an inducement and a condition to entering into the
Merger Agreement, Parent has required that CI agree, and CI has 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) CI hereby 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,
CI shall in its capacity as a holder of Company Common Stock and subject to
Section 5, vote all of the issued and outstanding Shares held of record or
Beneficially Owned by CI, whether heretofore owned or hereafter acquired,
other than in connection with the termination of the Merger Agreement (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, it being understood that the
agreement to vote in favor of the Merger is dependent on no reduction having
been made to the Merger Consideration and the affirmative recommendation of
the Company's Board of Directors; (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, the transactions contemplated by the Merger Agreement or as otherwise
permitted or 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; (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 impede, interfere with, delay, postpone, or materially adversely
affect the Merger and the transactions contemplated by this Agreement and the
Merger Agreement, and during such period, CI shall not 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. Covenants, Representations and Warranties of CI.
(a) CI hereby represents and warrants to Parent as follows:
(i) Ownership of Shares. CI is the record and
Beneficial Owner of 1,608,975 Shares. On the date hereof, such
1,608,975 Shares constitute all of the Shares owned of record or
Beneficially Owned by CI and its affiliates (other than any options
to purchase shares held by Xxx X. Xxxxxxxx). CI has voting power and
power to issue instructions with respect to the matters set forth in
Section 2 hereof, power of disposition, power of conversion, power to
demand appraisal rights and power to agree to all of the matters
set forth in this Agreement, in each case with respect to 1,608,975
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. CI is a
corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation. CI has
adequate corporate power and authority to own its properties and
carry on its business as presently conducted. CI has the corporate
power and authority to enter into and perform all of CI'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 CI is trustee
whose consent is required for the execution and delivery of this
Agreement or the consummation by CI of the transactions contemplated
hereby.
(iii) Execution, Delivery and Performance. This
Agreement has been duly and validly executed and delivered by CI and
constitutes the valid and binding obligation of CI, 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) Reliance by Parent. CI understands and
acknowledges that Parent is entering into, and causing Sub to enter
into, the Merger Agreement in reliance, among other things, upon CI's
execution and delivery of this Agreement.
(b) Parent hereby represents and warrants to CI 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 shall (1) conflict with or
result in any breach of any applicable organizational documents
applicable to Parent, (2) result in a violation or breach of,
conflict with, or constitute (with or without notice or lapse of time
or both) a default (or give 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) violate, 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.
4. 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.
5. Directors Actions. Notwithstanding anything in this
Agreement to the contrary, the covenants and agreements set forth herein
shall not (i) prevent any designees of CI 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, or (ii) in any way prevent or restrain CI at any time from
offering for sale, selling, transferring, tendering, pledging, encumbering,
assigning or otherwise disposing of any or all of the Shares currently or
hereafter held by CI, and none of the covenants and agreements set forth
herein shall apply to any transferee of the Shares.
6. Miscellaneous.
(a) 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.
(b) 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 CI: Xxxx Inlet Communications Corp.
0000 X Xxxxxx
Xxxxxxxxx, Xxxxxx 00000
Attn: Xxxx Xxxxxxx, Esq.
Telecopy: (000) 000-0000
copy to: Xxxxxx, Xxxxxx & Xxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxx X. Xxxxx, Esq.
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.
(c) 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.
(d) 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.
(e) 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.
(f) 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.
(g) 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.
(h) 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.
(i) 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.
(j) 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 CI have caused this
Agreement to be duly executed as of the day and year first above written.
RANGER HOLDINGS CORP.
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President
RANGER ACQUISITION CORP.
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Vice President
XXXX INLET COMMUNICATIONS CORP.
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: V.P. and Secretary
[Signatures continue on next page]
AGREED TO AND ACKNOWLEDGED
(with respect to Sections 2(b) hereof and for
purposes of acknowledging its consent hereto):
LIN TELEVISION CORPORATION
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Vice President
