EX 10.7.1
FIRST AMENDMENT TO
AMENDED AND RESTATED
FINANCIAL ADVISORY AGREEMENT
FIRST AMENDMENT TO AMENDED AND RESTATED FINANCIAL ADVISORY
AGREEMENT (this "Amendment") is made and entered into as of April 30, 2002, by
and among LIN Television Corporation, a Delaware corporation (together with its
successors, the "Company"), LIN Holdings Corp., a Delaware corporation (together
with its successors, "Holdings"), LIN TV Corp., a Delaware corporation (f/k/a
Ranger Equity Holdings Corporation) (together with its successors, "LIN TV"),
Ranger Equity Holdings A Corp., a Delaware corporation (together with its
successors, "REHA"), Ranger Equity Holdings B Corp., a Delaware corporation
(together with its successors, "REHB" and, together with the Company, Holdings,
LIN TV, REHA and REHB, the "Clients"), and ▇▇▇▇▇, Muse & Co. Partners, L.P., a
Texas limited partnership (together with its successors, "HMCo").
W I T N E S S E T H :
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WHEREAS, the Clients and HMCo entered into Amended and Restated
Financial Advisory Agreement dated February 20, 2002 (the "Agreement"); 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 1 of the Agreement is amended and restated in its entirety,
as follows:
"1. Termination Payment. (a) At the Effective Time and in consideration
for the execution of this Agreement to amend and restate the rights and
obligations of the parties under the Original Financial Advisory Agreement,
including, but not limited to, the termination of all future compensation
obligations under the Original Financial Advisory Agreement, LIN TV 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 TV'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 1(a)(iii) above, in the event of the merger of
Sunrise Television Corp. ("Sunrise") with and into LIN TV (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, LIN TV may 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, LIN TV may
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 TV).
(c) Notwithstanding clause 1(a)(iii) and clause 1(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 TV 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 TV's Class A Common Stock. For purposes hereof, "Fair Market Value" shall
mean the public offering price per share of LIN TV'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 1 to be received by HMCo
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is attributable to, in consideration for, and being given in respect of, the
termination of the future compensation obligations under the Original Financial
Advisory Agreement and one-half is attributable to, in consideration for, and
being given in respect of the termination of the Monitoring Agreement."
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
AMENDED AND RESTATED FINANCIAL ADVISORY AGREEMENT