EXHIBIT 10.18.1
FIRST AMENDMENT TO TERMINATION
AND RELEASE AGREEMENT
FIRST AMENDMENT TO TERMINATION AND RELEASE AGREEMENT (this
"Amendment") is made and entered into as of April 30, 2002, by and among LIN
Television Corporation, a Delaware corporation (the "Company"), LIN Holdings
Corp., a Delaware corporation ("Holdings"), LIN TV Corp., a Delaware corporation
(f/k/a Ranger Equity Holdings Corporation) ("LIN"), Ranger Equity Holdings A
Corp., a Delaware corporation ("REHA"), Ranger Equity Holdings B Corp., a
Delaware corporation ("REHB" and, together with the Company, Holdings, LIN and
REHA, the "Clients"), and ▇▇▇▇▇, Muse & Co. Partners, L.P., a Texas limited
partnership (together with its successors, "HMCo"), with respect to that certain
Monitoring and Oversight Agreement dated March 3, 1998, as amended, between the
Clients and HMCo, (the "Monitoring Agreement").
W I T N E S S E T H :
- - - - - - - - - --
WHEREAS, the Clients and HMCo entered into a Termination and Release
Agreement dated February 20, 2002 (the "Agreement"), pursuant to which the
Clients and HMCo agreed to terminate the Monitoring and Oversight Agreement
dated March 3, 1998, as amended, between the Clients and HMCo upon the
consummation of the initial public offering of the Class A Common Stock, par
value $0.01 per share, of LIN (the "IPO"); and
WHEREAS, the Clients and HMCo desire to amend the Agreement.
NOW, THEREFORE, in consideration of the foregoing promises and the
following promises, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties agree as follows:
SECTION 1. Amendment to the Agreement.
1.1 Section 4 of the Agreement is amended and restated in its entirety,
as follows:
"4. (a) At the Effective Time and in consideration for the termination
of the Monitoring Agreement, subject to Paragraph 1 hereof, in full satisfaction
of all future compensation obligations under the Monitoring Agreement, LIN shall
(i) pay to HMCo by wire transfer of immediately available funds $6,160,000, (ii)
issue a stock purchase warrant to HMCo, in substantially the form attached
hereto as Exhibit A, which grants HMCo a warrant exercisable for the number of
shares (rounded to the nearest whole share) of its Class B Common Stock, as is
determined by dividing $2,715,000 by the Fair Market Value (as defined below)
of a share of LIN's Class A Common Stock, and (iii) make a promissory note in
favor of HMCo, in substantially the form attached hereto as Exhibit B (the
"Note"), in the initial aggregate principal amount of $7,125,000.
(b) Notwithstanding clause 4(a)(iii) above, in the event of the merger
of Sunrise Television Corp. ("Sunrise") with and into LIN (the "Merger") and the
sale (the "North Dakota Sale") of the North Dakota stations of STC Broadcasting,
Inc. ("STC"), a subsidiary of Sunrise, to ▇▇▇▇▇ Television of North Dakota, Inc.
and/or its affiliates, then:
(i) if the Merger and the North Dakota Sale occur prior to the
consummation of the IPO, ▇▇▇ ▇▇▇ deliver the consideration received by STC in
excess of $28,875,000, regardless of whether such Excess Consideration consists
of a promissory note (the "Dakota Note") or cash (collectively, the "Excess
Consideration"), if any, to HMCo in lieu of its obligations to deliver the Note;
or
(ii) if the Merger occurs prior to the North Dakota Sale and the North
Dakota Sale occurs subsequent to the consummation of the IPO, ▇▇▇ ▇▇▇ transfer
the Excess Consideration, if any, to HMCo in full satisfaction of its
obligations under the Note (and the aggregate principal balance of the Note
shall be deemed to be equal, as of the date the Note was originally issued, to
the amount of such Excess Consideration, and if such Excess Consideration is
equal to $0, then the Note shall be cancelled and returned to LIN).
(c) Notwithstanding clause 4(a)(iii) and clause 4(b) above, in the
event of the termination of either the Merger or the North Dakota Sale, then in
full satisfaction of its obligations under the Note, LIN shall issue a stock
purchase warrant to HMCo, in substantially the form attached hereto as Exhibit
A, which grants HMCo a warrant exercisable for the number of shares (rounded to
the nearest whole share) of its Class B Common Stock, as is determined by
dividing $7,125,000 by the Fair Market Value (as defined below) of a share of
LIN's Class A Common Stock. For purposes hereof, "Fair Market Value" shall mean
the public offering price per share of LIN's Class A Common Stock in the IPO,
less $0.01.
(d) Each of the Clients agrees that if the Merger occurs, none of the
Clients will, nor will they permit any of their subsidiaries to, (i) amend or
modify, or waive the payment of, all or any part of the aggregate purchase price
payable to STC in connection with the Dakota Sale or (ii) extend beyond June 30,
2002 any outside date for the termination of the purchase agreement relating to
the Dakota Sale, in each case, without the prior written consent of HMCo.
(e) Notwithstanding anything to the contrary herein, it is acknowledged
and agreed that although an aggregate amount of consideration is expressed
herein, one-half of the consideration described in this Section 4 to be
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received by HMCo is attributable to, in consideration for, and being given in
respect of the termination of the Monitoring Agreement and one-half is
attributable to, in consideration for, and being given in respect of the
execution of the Amended and Restated FAA."
SECTION 2. Miscellaneous.
2.1 Execution. This Amendment may be executed in counterparts and by
the different parties hereto on separate counterparts, each of which, when so
executed and delivered, shall be an original, but all such counterparts shall
together constitute but on and the same instrument.
2.2 Governing Law. This Amendment shall be governed by, and construed
in accordance with, the laws of the State of Texas, excluding any choice-of-law
provisions thereof.
2.3 Full Force and Effect. As amended hereby, the Agreement remains in
full force and effect in accordance with its terms and all future references to
the Agreement shall mean the Agreement, in each case as amended hereby.
[signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
▇▇▇▇▇, MUSE & CO. PARTNERS, L.P.,
By: HM PARTNERS INC.,
its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President, Treasurer &
Secretary
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LIN TELEVISION CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: Vice President - Controller
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LIN HOLDINGS CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: Vice President - Controller
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LIN TV CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: Vice President - Controller
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RANGER EQUITY HOLDINGS A CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: Vice President - Controller
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RANGER EQUITY HOLDINGS B CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Title: Vice President - Controller
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SIGNATURE PAGE
TO
FIRST AMENDMENT TO
TERMINATION AND RELEASE AGREEMENT