-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, nyQp/6QuUGUfzgAI+RghzpCBWW+jDlk0O3/vTmc7Nzs3ggxv63kawM/CrrqoWvZY eB0AH8eQwiw2nRfk1FmCRw== 0000950109-94-002420.txt : 19950103 0000950109-94-002420.hdr.sgml : 19950103 ACCESSION NUMBER: 0000950109-94-002420 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941230 SROS: BSE SROS: MSE SROS: NYSE SROS: PHLX SROS: PSE GROUP MEMBERS: AT&T CORP GROUP MEMBERS: LIN BROADCASTINGS CORPORATION GROUP MEMBERS: MCCAW CELLULAR COMMUNICATIONS, INC. GROUP MEMBERS: MMM HOLDINGS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIN TELEVISION CORP CENTRAL INDEX KEY: 0000931058 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 133581627 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43421 FILM NUMBER: 94567252 BUSINESS ADDRESS: STREET 1: 4 RICHMOND SQUARE FLOOR 2 CITY: PROVIDENCE STATE: RI ZIP: 02906 BUSINESS PHONE: 4014542880 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 32 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2123875400 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A AMENDMENT NO. 1 UNDER THE SECURITIES EXCHANGE ACT OF 1934 LIN TELEVISION CORPORATION ------------------------------------------------------------ (Name of Issuer) COMMON STOCK, $.01 PAR VALUE PER SHARE ------------------------------------------------------------ (Title of Class of Securities) 532776 10 1 ------------------------------------------------------------ (CUSIP Number) Marilyn J. Wasser Donald Guthrie AT&T Corp. LIN Broadcasting Corporation 131 Morristown Road 5295 Carillon Point Basking Ridge, New Jersey 07920 Kirkland, Washington 98033 (908) 953-4408 (206) 828-1902 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 28, 1994 ------------------------------------------------------------ (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [_] Check the following box if a fee is being paid with this statement. [_] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class.) (See Rule 13d-7.) The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) CUSIP No. 532776 10 1 13D/A Page 2 of 5 Pages Amendment No. 1 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON [OPTIONAL DISCUSS] AT&T CORP. IRS I.D. 13-4924710 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(a) OR 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Organized under the laws of the State of New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 13,494,750 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 13,494,750 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,494,750 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.2% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 532776 10 1 13D/A Page 3 of 5 Pages Amendment No. 1 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON [OPTIONAL DISCUSS] McCaw Cellular Communications, Inc. IRS I.D. 91-1379052 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(a) OR 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Organized under the laws of the State of Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 13,494,750 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 13,494,750 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,494,750 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.2% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 532776 10 1 13D/A Page 4 of 5 Pages Amendment No. 1 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON [OPTIONAL DISCUSS] MMM Holdings, Inc. IRS I.D. 91-1446947 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(a) OR 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Organized under the laws of the State of Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 13,494,750 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 13,494,750 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,494,750 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.2% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 532776 10 1 13D/A Page 5 of 5 Pages Amendment No. 1 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON [OPTIONAL DISCUSS] LIN Broadcasting Corporation IRS I.D. 62-0673800 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(a) OR 2(e) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Organized under the laws of the State of Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) N/A 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! AMENDMENT NO. 1 TO SCHEDULE 13D This Schedule 13D is amended in its entirety to read as follows: ITEM 1. SECURITY AND ISSUER. This Amendment No. 1 to Schedule 13D relates to the common stock, par value $.01 per share (the "Common Stock"), of LIN Television Corporation, a Delaware corporation (the "Issuer"). The principal executive offices are located at 4 Richmond Square, Floor 2, Providence, Rhode Island 02906. ITEM 2. IDENTITY AND BACKGROUND. (a), (b) and (c) This Amendment No. 1 to Schedule 13D is being filed by AT&T Corp., a New York corporation ("AT&T"), McCaw Cellular Communications, Inc., a Delaware corporation ("McCaw"), MMM Holdings, Inc., a Delaware corporation ("MMM"), and LIN Broadcasting Corporation, a Delaware corporation ("LIN") (all being collectively referred to herein as the "Reporting Persons"). The Common Stock is held of record in the name of MMM, which is a wholly owned subsidiary of McCaw, which is a wholly owned subsidiary of AT&T. In addition, AT&T is the controlling person of McCaw, MMM and LIN, and McCaw is the controlling person of MMM and LIN. AT&T does not have a controlling person. AT&T is principally engaged in global information movement and management, financial services and leasing. The address of its principal business and principal office is 32 Avenue of the Americas, New York, New York 10013-2412. McCaw is principally engaged in the business of providing cellular communication services. The address of its principal business and principal office is 5400 Carillon Point, Kirkland, Washington 98033. MMM conducts no business. It is a corporation formed to hold securities of LIN. The address of its principal business and principal office is 5400 Carillon Point, Kirkland, Washington 98033. LIN is principally engaged in the cellular telephone business. The address of its principal business and principal office is 5295 Carillon Point, Kirkland, Washington 98033. In connection with the Distribution (as defined in Item 3) which was consummated on December 28, 1994, LTC Holdings, Inc., a Delaware corporation ("LTC"), which was a reporting person in the original Schedule 13D filed on December 23, 1994, was dissolved. Schedules I, II, III and IV attached hereto and incorporated herein by this reference list each executive officer and director of AT&T, McCaw, MMM and LIN, respectively, and the business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. (d) During the last five years, neither any of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons named in Schedule I, II, III or IV -6- has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither any of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons named in Schedule I, II, III or IV was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) AT&T is incorporated in New York and McCaw, MMM and LIN are each incorporated in Delaware. Schedules I, II, III and IV provide information regarding the citizenship for the executive officers and directors of AT&T, McCaw, MMM and LIN. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. No funds or other consideration of any kind was given by any of the Reporting Persons or any of the persons named in Schedule I, II, III or IV in connection with the event that required the filing of this Amendment No. 1 to Schedule 13D, which was the payment of a special dividend pursuant to a spin-off distribution of all the Common Stock (the "Distribution") by LIN to its stockholders of record on December 9, 1994. The Distribution, which was consummated on December 28, 1994, had the following effects: (a) LIN ceased to beneficially own any Common Stock, (b) MMM became the direct beneficial owner of 13,494,750 shares of Common Stock, which represented 52% of the Common Stock outstanding upon consummation of the Distribution (the same percentage MMM indirectly beneficially owned prior to the Distribution), (c) the remaining Reporting Persons became the indirect beneficial owners of 13,494,750 shares of Common Stock, which represented the same percentage of the Common Stock they indirectly beneficially owned prior to the Distribution, and (d) the persons named in Schedules II, III and IV, to the Reporting Persons' best knowledge, became the beneficial owners of the number of shares of Common Stock listed opposite their names on such Schedules. Also, in connection with the Distribution, LTC, which was a reporting person in the original Schedule 13D filed on December 23, 1994, was dissolved. In addition, as described more fully in Item 4, immediately after the Distribution, the Issuer issued additional shares of Common Stock in connection with the Acquisition (as defined in Item 4), which reduced the direct beneficial ownership of MMM and the indirect beneficial ownership of the other Reporting Persons (excluding LIN) to 46.2% of the Common Stock outstanding after the closing of the Acquisition. ITEM 4. PURPOSE OF TRANSACTION. The event that required the filing of this Amendment No. 1 to Schedule 13D was the consummation of the Distribution. -7- As discussed in Item 3, by virtue of the Distribution, LIN ceased to beneficially own any Common Stock and the remaining Reporting Persons' beneficial ownership of Common Stock is now 13,494,750 shares, which constituted a 52% ownership interest in the Issuer upon consummation of the Distribution (representing the same percentage of the Common Stock beneficially owned by the Reporting Persons prior to the Distribution). Such percentage ownership was reduced to 46.2% after the closing of the Acquisition. Also, in connection with the Distribution, LTC, which was a reporting person in the original Schedule 13D filed on December 23, 1994, was dissolved. In addition, by virtue of the Distribution, certain of the persons named in Schedules II, III and IV, to the Reporting Persons' best knowledge, acquired beneficial ownership of the Common Stock in respect of shares of LIN Common Stock beneficially owned by them prior to the Distribution. LIN and the Issuer have entered into an Asset Purchase Agreement, as amended, with Cook Inlet Communications, Inc. ("CICI") and its subsidiary, Cook Inlet Communications Corp. ("CICC" and together with CICI, "Cook"), pursuant to which the Issuer agreed to purchase and assume, and Cook agreed to sell and transfer, substantially all the assets and certain liabilities of Cook, consisting primarily of a television station, in exchange for approximately $120 million in cash and 3,357,950 shares of the Common Stock (the "Acquisition"). The Acquisition closed on December 28, 1994. As described more fully in Item 6, on December 28, 1994, the Issuer and McCaw entered into a Television Private Market Value Guarantee (the "Television Guarantee"), which places certain obligations on McCaw for the benefit of the stockholders of the Issuer, other than McCaw and its affiliates. Pursuant to the Television Guarantee, McCaw may, under certain circumstances, offer to acquire the remaining publicly owned shares of the Common Stock in 1998 for their "private market value," as then determined pursuant to an appraisal process. If McCaw does not agree to acquire such remaining shares, the Issuer will be offered for sale in its entirety in a manner intended to maximize stockholder value. There is no assurance that McCaw will agree to acquire shares of the Common Stock for their private market value. If McCaw does not offer to acquire such shares, there is no assurance that the Issuer will be sold in its entirety or, if sold, that the consideration obtained will be considered favorable by holders of shares of Common Stock. The Television Guarantee also provides for the election of three independent directors (the "Independent Directors") who will serve on the Issuer's board of directors (the "Issuer Board"). In addition, on December 28, 1994, the Issuer entered into a stockholders agreement (the "Stockholders Agreement") with McCaw and CICC pursuant to which CICC and McCaw will vote their shares of the Common Stock to cause the Issuer Board to have 10 members, three of whom will be Independent Directors, six of whom will be designated by McCaw and one of whom will be designated by CICC. Also pursuant to the Stockholders Agreement, McCaw will use its best efforts to cause the Compensation Committee (the "Compensation Committee") of the Issuer Board to be comprised of, for the first two years after the date of the Distribution, one of the Independent Directors, the director designated by CICC and one of the directors designated by McCaw; thereafter, the members of the Compensation Committee will be selected solely by the Issuer Board. Pursuant to the Stockholders Agreement, Mr. Roy M. Huhndorf, who is the President of CICI, was elected to the Issuer Board upon the closing of the Acquisition. Except as described above, and as more fully described in Item 6, the Reporting Persons have no present plan or proposal which relates to or would result in: -8- (a) the acquisition by any person of additional securities, or the disposition of securities; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets or of any of its subsidiaries; (d) any change in the present board of directors or management, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy; (f) any other material change in the business or corporate structure; (g) changes in the charter or bylaws or other actions which may impede the acquisition of control by any person; (h) any act or course of conduct causing the Common Stock to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association; (i) any act or course of conduct causing the Common Stock to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. The Reporting Persons reserve the right to formulate such plans or proposals, and to take such action, with respect to any or all of the foregoing matters and any other matters as they may determine. ITEM 5. INTEREST IN SECURITIES OF ISSUER. (a) The aggregate number of shares of Common Stock beneficially owned by the Reporting Persons (other than LIN) is 13,494,750 shares, representing 46.2% of the Common Stock outstanding upon consummation of the Distribution and the Acquisition. Also, upon consummation of the Distribution, LIN ceased to beneficially own any Common Stock. In addition, in connection with the Distribution, LTC, which was a reporting person in the original Schedule 13D filed on December 23, 1994, was dissolved. Further, the persons named in Schedules II, III and IV as beneficial owners of the Common Stock, to the Reporting Persons' best knowledge, beneficially own the number of shares of Common Stock listed opposite their names on such Schedules. (b) MMM has sole power to vote or direct the vote, and sole power to dispose or to direct the disposition of, the shares of Common Stock owned by it of record and beneficially. The remaining Reporting Persons (other than LIN) have indirect sole voting and dispositive power with respect to the Common Stock. Except as otherwise indicated, the persons named in Schedules II, III and IV as beneficial owners of the Common Stock, to the Reporting Persons' best knowledge, have sole voting and dispositive power with respect to such shares. -9- (c) Other than by virtue of the Distribution, none of the Reporting Persons and, to the Reporting Persons' best knowledge, none of the persons named on Schedule I, II, III or IV have purchased or effected any transactions in shares of Common Stock during the past 60 days. (d) The Reporting Persons do not know of any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. (e) On December 28, 1994, upon consummation of the Distribution, LIN ceased to beneficially own any Common Stock. Accordingly, in subsequent amendments to this Schedule 13D LIN will not be a reporting person. Also, in connection with the Distribution, LTC, which was a reporting person in the original Schedule 13D filed on December 23, 1994, was dissolved. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES. The following descriptions are qualified in their entirety by reference to the agreements attached as exhibits hereto and incorporated herein by reference. TELEVISION GUARANTEE Pursuant to the Television Guarantee, the independent directors of LIN's board of directors have designated three members of the Issuer Board to serve as Independent Directors, each of whom are Independent Directors as determined under the New York Stock Exchange Rules. Under the Television Guarantee, future Independent Directors to be elected at each annual meeting of the Issuer's stockholders will be nominated by the then-current Independent Directors and elected by the affirmative vote of the holders of at least a majority of the Common Stock not owned by McCaw or its affiliates (the "Public Shares") present and entitled to vote at any meeting at which the holders of a majority of the Public Shares are present. Independent Directors are subject to removal only for cause, if a majority of the Independent Directors approve such removal or if such removal is approved by the affirmative vote of the holders of a majority of the Public Shares without any solicitation of votes by McCaw. On or about January 1, 1998 (the "Initiation Date"), the Independent Directors will designate an investment banking firm of recognized national standing and McCaw will designate an investment banking firm of recognized national standing, in each case to determine the private market value per share of the Common Stock. Private market value per share is the private market price per share of the Common Stock ("Private Market Price") (including control premium) that an unrelated third party would pay if it were to acquire all the outstanding Common Stock (including Common Stock held by McCaw and its affiliates) in an arm's-length transaction, assuming that the Issuer was being sold in a manner designed to attract all possible participants and to maximize stockholder value, including, if necessary, through the sale or other disposition (including tax-free spin-offs, if possible) of businesses prohibited by legal restrictions to be owned by a particular buyer or class of buyers. Once the Private Market Price is determined pursuant to the procedures provided for in the Television Guarantee, McCaw will have 45 days to decide whether it desires to proceed with an acquisition of all the Public Shares (a "Transaction") at that price. If McCaw decides to proceed with a Transaction, it may pay the Private Market Price in cash or any combination of cash, common equity securities and/or nonconvertible senior or subordinated "current cash pay" -10- debt securities that the Independent Directors, after consultation with their investment banking firm, believe in good faith will have an aggregate market value of not less than the Private Market Price. If McCaw determines to proceed with a Transaction as set forth above, it will enter into an agreement with the Issuer (containing customary terms and conditions) and will cause a meeting of the stockholders to be held as soon as practicable to consider and vote thereon. A Transaction may only be completed if it is approved by the holders of a majority of the Public Shares. If McCaw determines not to proceed with a Transaction, or if despite its good-faith efforts a Transaction has not been completed within 12 months following the Initiation Date (or, if a Transaction has been approved by holders of a majority of the Public Shares and is being pursued in good faith by McCaw but has not been completed due to regulatory delays or litigation, 20 months following the Initiation Date), McCaw will put the Issuer in its entirety up for sale under the direction of the Independent Directors in a manner intended by the Independent Directors to maximize value for all the Common Stock. The sale procedures will be set by the Independent Directors and may include, if necessary to maximize stockholder value, provision for the sale or other disposition 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 them (including tax-free spin-offs, if possible) as being most likely to maximize value for all the Common Stock and will cause a meeting of the stockholders to be held as soon as practicable to consider and vote thereon. McCaw will not be permitted to bid unless requested to do so by the Independent Directors. McCaw is required to fully cooperate in the Television Guarantee process and, if one or more of the transactions so selected by the Independent Directors are approved by holders of a majority of the Public Shares, will cause all of the Common Stock owned by it or its affiliates to be voted in favor thereof. Any sale is subject to receipt of FCC and other necessary regulatory approvals. If a Transaction is presented for approval at a meeting of the Company's stockholders as contemplated above and fails to receive the requisite approval by holders of a majority of the Public Shares, McCaw will have no further rights or obligations to purchase the remaining interest in the Issuer, but the remainder of the Television Guarantee will continue to apply to the extent described therein. Except as described above, neither McCaw nor any of its non-Issuer affiliates may engage in any material transaction (including, without limitation, agreements that are standard in the industry) with the Issuer or any of its subsidiaries (other than proportionately as a stockholder) unless such transaction has been approved by a majority of the Independent Directors. Except as permitted by the Television Guarantee, neither McCaw nor any of its non-Issuer affiliates may purchase additional shares of Common Stock if, after such purchase, McCaw and such affiliates would beneficially own in the aggregate more than 75% of the outstanding Common Stock. In addition, except as described by the Television Guarantee, neither McCaw nor any of its non-Issuer affiliates may engage in a merger or consolidation with the Issuer, or purchase all or substantially all of the assets, unless the transaction is approved not only by a majority of the Independent Directors but also by the holders of a majority of the Public Shares. The Independent Directors expect to retain independent financial advisors and counsel to advise them with respect to any such transaction. -11- No transaction will be undertaken, and the Issuer will not take any action, whether or not approved by a majority of the Issuer Board, if the Independent Directors determine in their good-faith judgment by unanimous vote that such transaction or action would likely depress the value of the Issuer on the Initiation Date. In addition, the Issuer will not acquire or dispose of any business, whether or not approved by a majority of the Issuer Board, if the Independent Directors determine in their good-faith judgment by unanimous vote that such acquisition or disposition is not in the best interests of the Issuer. Except pursuant to a sale as described above, neither McCaw nor any of its non-Issuer affiliates may sell more than 25% of the outstanding Common Stock to a third party or group unless that third party or group agrees in writing to be bound by the provisions set forth in the Television Guarantee to the same extent as McCaw is bound. There is no assurance that McCaw will agree to purchase the Public Shares at private market value. The Television Guarantee remains in effect as long as McCaw and its non-Issuer affiliates beneficially own in the aggregate at least 25% of the outstanding shares of Common Stock or McCaw's designees constitute a majority of the Issuer Board. THE STOCKHOLDERS AGREEMENT The Issuer, McCaw and CICC have entered into the Stockholders Agreement pursuant to which the parties have agreed to take all necessary action to cause the Issuer Board to consist of 10 members, six of whom will be designated by McCaw, one of whom will be designated by CICC and three of whom will be the Independent Directors nominated in accordance with the Television Guarantee as described above. Also pursuant to the Stockholders Agreement, McCaw will use its best efforts to cause the Compensation Committee to be comprised of, for the first two years after the date of the Distribution, one of the Independent Directors, the director designated by CICC and one of the directors designated by McCaw. Thereafter, the members of the Compensation Committee will be selected solely by the Issuer Board. The Stockholders Agreement provides that, if a director designated by McCaw or CICC ceases to serve on the Issuer Board at a time when the entire Issuer Board is not being elected, the party that designated such director shall designate a replacement director as soon as practicable, and, in the event of the resignation, withdrawal or removal of any Independent Director, McCaw will as soon as practicable nominate another individual, selected by a majority of the remaining Independent Directors and otherwise in accordance with the terms of the Television Guarantee, to serve as an Independent Director. The Stockholders Agreement also provides that a party that designated or nominated a director, subject, in the case of an Independent Director, to the terms of the Television Guarantee, may have such director removed from the Issuer Board by notifying the other parties, who shall cast all the votes they are entitled to vote and otherwise cooperate to remove such director from the Issuer Board as soon as practicable. McCaw's right to designate six directors will cease at any time that its beneficial ownership of the outstanding Common Stock is less than 25%. Likewise, CICC's right to designate one director will cease upon its becoming the beneficial holder of less than 3.5% of the outstanding Common Stock. The Stockholders Agreement is terminable upon the earliest to occur of: (a) the tenth anniversary of its execution, provided that at any time within two years before such date (as the -12- same may be extended from time to time), the parties may by written agreement extend its duration for an additional period not to exceed 10 years; (b) with respect to CICC only, written notice to the other parties, provided that CICC and its affiliates and group members beneficially own in the aggregate less than 1% of the outstanding shares of Common Stock; and (c) with respect to McCaw only, written notice to the other parties, provided that McCaw and its affiliates and group members beneficially own in the aggregate less than 5% of the outstanding shares of the Common Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. *99.(1) Stockholders Agreement dated as of December 28, 1994 among LIN Television Corporation, McCaw Cellular Communications, Inc. and Cook Inlet Communications Corp. *99.(2) Television Private Market Value Guarantee dated as of December 28, 1994 between McCaw Cellular Communications, Inc. and LIN Television Corporation. 99.(3) Asset Purchase Agreement dated June 7, 1994 among LIN Broadcasting Corporation, LIN Television Corporation, Cook Inlet Communications Corp. and Cook Inlet Communications, Inc. (incorporated by reference to Exhibit 2.2 to the LIN Television Registration Statement on Form S-1, File No. 33-84718). 99.(4) First Amendment to Asset Purchase Agreement dated September 26, 1994 among LIN Broadcasting Corporation, LIN Television Corporation, Cook Inlet Communications Corp. and Cook Inlet Communications, Inc. (incorporated by reference to Exhibit 2.3 to the LIN Television Registration Statement on Form S-1, File No. 33-84718). 99.(5) Second Amendment to Asset Purchase Agreement dated December 6, 1994 among LIN Broadcasting Corporation, LIN Television Corporation, Barclays Bank, PLC, Nationsbank of Texas, N.A., The Bank of Nova Scotia, Cook Inlet Communications Corp. and Cook Inlet Communications, Inc. (incorporated by reference to Exhibit 2.5 to the LIN Television Registration Statement on Form S-1 (Amendment No. 2), File No. 33-84718). *99.(6) Statement of Reporting Persons pursuant to Rule 13d-1(f)(1) (see signature page). - ---------- *Filed with this Amendment No. 1 to Schedule 13D. -13- SIGNATURE The undersigned hereby agree that this Amendment No. 1 to Schedule 13D is filed on behalf of each of them and, after reasonable inquiry and to best of their knowledge and belief, hereby certify that the information set forth in this statement is true, complete and correct. Dated: December 30, 1994 AT&T CORP. By /s/ Marilyn J. Wasser ---------------------------------------- Name: Marilyn J. Wasser Title: Vice President-Law and Secretary McCAW CELLULAR COMMUNICATIONS, INC. By /s/ Steven W. Hooper ---------------------------------------- Name: Steven W. Hooper Title: Executive Vice President and Chief Financial Officer MMM HOLDINGS, INC. By /s/ Steven W. Hooper ---------------------------------------- Name: Steven W. Hooper Title: Executive Vice President and Chief Financial Officer LIN BROADCASTING CORPORATION By /s/ Donald Guthrie ---------------------------------------- Name: Donald Guthrie Title: Senior Vice President-Finance -14- SCHEDULE I EXECUTIVE OFFICERS AND DIRECTORS OF AT&T Unless otherwise stated, each of the persons named below is a citizen of the United States of America. For each person whose principal employment is with AT&T, the principal business of his or her employer is described under Item 2 above.
Principal Occupation or Principal Occupation or Employment; Business Employment; Business Address; and Principal Name Position Address if Employer is AT&T Business of Employer - -------------------------------------------------------------------------------------------------------------------- Robert E. Allen Chairman, Chief Executive AT&T Corp. Officer, and Director 32 Avenue of the Americas New York, NY 10013-2412 R.S. Bodman Senior Vice President-- AT&T Corp. Corporate Strategy and 295 North Maple Avenue Development Basking Ridge, NJ 07920 Harold W. Burlingame Senior Vice President-- AT&T Corp. Human Resources 295 North Maple Avenue Basking Ridge, NJ 07920 M. Kathryn Eickoff Director President Eickoff Economics Inc. (Economic Consultants) 510 LaGuardia Place, Suite 400 New York, NY 10012 Walter Y. Elisha Director Chairman and Chief Executive Officer Springs Industries, Inc. (Textiles Manufacturing) 205 North White Street P.O. Box 70 Fort Mill, SC 29715 Philip M. Hawley Director Retired Chairman and Chief Executive Officer Carter Hawley Hale Stores, Inc. (Department Stores) 444 South Flower Street Suite 2280 Los Angeles, CA 90071-2900
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Principal Occupation or Principal Occupation or Employment; Business Employment; Business Address; and Principal Name Position Address if Employer is AT&T Business of Employer - --------------------------------------------------------------------------------------------------------------------- Carla A. Hills Director Chairman and Chief Executive Officer Hills & Company (International Consultants) 1200 19th Street, N.W. 5th Floor Washington, DC 20036 Belton K. Johnson Director Former Owner Chaparrosa Ranch 100 West Houston Street Suite 1100 San Antonio, TX 78205 Marilyn Laurie Senior Vice President-- AT&T Corp. Public Relations and 295 North Maple Avenue Employee Information Basking Ridge, NJ 07920 Drew Lewis Director Chairman and Chief Executive Officer Union Pacific Corp. (Transportation Natural Resources, and Environ- mental Services) Martin Tower Eighth and Eaton Avenues Bethlehem, PA 18018 A.J. Mandl Executive Vice President, AT&T Corp. Chief Executive Officer of 295 North Maple Avenue Communications Services Basking Ridge, NJ 07920 Group W.B. Marx, Jr. Executive Vice President, AT&T Corp. Chief Executive Officer of 295 North Maple Avenue Multimedia Products Group Basking Ridge, NJ 07920 J.S. Mayo President, Bell AT&T Corp. Laboratories Division 600 Mountain Avenue Murray Hill, NJ 07974 R.A. McGinn Executive Vice President, AT&T Corp. Chief Executive Officer 475 South Street Network Systems Group Morristown, NJ 07962
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Principal Occupation or Principal Occupation or Employment; Business Employment; Business Address; and Principal Name Position Address if Employer is AT&T Business of Employer - -------------------------------------------------------------------------------------------------------------------- Donald F. McHenry Director President IRC Group, Inc. (Consultants) Georgetown University School of Foreign Service ICC 301 Washington, DC 20057 R.W. Miller Executive Vice President, AT&T Corp. Chief Financial Officer 295 North Maple Avenue Basking Ridge, NJ 07920 V.A. Pelson Executive Vice President AT&T Corp. and Chairman Global Opera- 295 North Maple Avenue tions Team and Director Basking Ridge, NJ 07920 S.L. Pendergast Vice President and AT&T Corp. Treasurer 1 Oak Way Berkeley Heights, NJ 07922 Donald S. Perkins Director Retired Chairman of the Board Jewel Companies, Inc. (Diversified Retailer) 100 North Riverside Plaza Suite 1700 Chicago, IL 60606 Henry S. Schacht Director Chairman and Former Chief Executive Officer Cummins Engine Company, Inc. Box Number 3005 Columbus, IN 47202 Michael I. Sovern Director President Emeritus and Chancellor--Kent Professor of Law Columbia University 435 W. 116th Street, Box B20 New York, NY 10027 J.L. Stead Executive Vice President, AT&T Corp. Chairman and Chief 1700 S. Patterson Boulevard Executive Officer-Global Dayton, OH 45479 Information Solutions Maureen B. Tart Vice President and AT&T Corp. Controller 340 Mt. Kemble Avenue Morristown, NJ 07962
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Principal Occupation or Principal Occupation or Employment; Business Employment; Business Address; and Principal Name Position Address if Employer is AT&T Business of Employer - ------------------------------------------------------------------------------------------------------------------ Franklin A. Thomas Director President The Ford Foundation 320 East 43rd Street New York, NY 10017 Marilyn J. Wasser Vice President--Law AT&T Corp. and Secretary 131 Morristown Rd. Basking Ridge, NJ 07920 Joseph D. Williams Director Chairman of the Executive Committee Warner-Lambert Co. (Pharmaceuticals, Health Care and Consumer Products) 182 Tabor Road Morris Plains, NJ 07950 Thomas H. Wyman Director Chairman S.G. Warburg & Co. Inc. The Equitable Center 787 7th Avenue New York, NY 10019 John D. Zeglis Senior Vice President-- AT&T Corp. General Counsel and 295 North Maple Avenue Government Affairs Basking Ridge, NJ 07920
-18- SCHEDULE II EXECUTIVE OFFICERS AND DIRECTORS OF MCCAW Unless otherwise specified, each of the persons named below is a citizen of the United States of America. For each person whose principal employment is with McCaw, the principal business of his employer is described under Item 2 above. The persons named below as beneficial owners of the Common Stock, to the best of McCaw's knowledge, beneficially own the shares of Common Stock listed opposite their names and, except as otherwise indicated, have sole voting and dispositive power with respect to such shares.
Principal Occupation or Shares of Principal Occupation or Employment; Business Common Stock Employment; Business Address; and Principal Beneficially Name Position Address if Employer is McCaw Business of Employer Owned - ----------------------------------------------------------------------------------------------------------------------------------- Harold W. Burlingame Chairman of the Board Senior Vice President-- Human Resources AT&T Corp. 295 North Maple Avenue Basking Ridge, NJ 07920 Wayne M. Perry Vice Chairman of the McCaw Cellular 22,500(1) Board and Secretary Communications, Inc. 5400 Carillon Point Kirkland, WA 98033 Alex J. Mandl Director Executive Vice President, Chief Executive Officer of Communications Services Group AT&T Corp. 295 North Maple Avenue Basking Ridge, NJ 07920 Richard W. Miller Director Executive Vice President and Chief Financial Officer AT&T Corp. 295 North Maple Avenue Basking Ridge, NJ 07920 James L. Barksdale President, Chief Operating McCaw Cellular Officer and Director Communications, Inc. 5400 Carillon Point Kirkland, WA 98033 Tom A. Alberg Executive Vice President-- McCaw Cellular 15,685(2) Legal and Corporate Communications, Inc. Affairs 5400 Carillon Point Kirkland, WA 98033 Peter L.S. Currie Executive Vice McCaw Cellular President--Development Communications, Inc. McCaw 5400 Carillon Point Kirkland, WA 98033
(1) Includes options currently exercisable to purchase 15,000 shares of the Common Stock and options to purchase an additional 7,500 shares of the Common Stock that are exercisable within 60 days. (2) Includes options currently exercisable to purchase 1,250 shares of the Common Stock and options to purchase an additional 5,000, 6,250 and 2,500 shares of the Common Stock that are exercisable within 60 days. -19-
Principal Occupation or Shares of Principal Occupation or Employment; Business Common Stock Employment; Business Address; and Principal Beneficially Name Position Address if Employer is McCaw Business of Employer Owned - ----------------------------------------------------------------------------------------------------------------------------------- Steven W. Hooper Executive Vice President McCaw Cellular and Chief Financial Communications, Inc. Officer 5400 Carillon Point Kirkland, WA 98033 Nicolas Kauser Executive Vice President-- McCaw Cellular Chief Technology Officer Communications, Inc. 5400 Carillon Point Kirkland, WA 98033
-20- SCHEDULE III EXECUTIVE OFFICERS AND DIRECTORS OF MMM Unless otherwise specified, each of the persons named below is a citizen of the United States of America. For each person whose principal employment is with MMM, the principal business of his employer is described under Item 2 above. The persons named below as beneficial owners of the Common Stock, to the best of MMM's knowledge, beneficially own the shares of Common Stock listed opposite their names and, except as otherwise indicated, have sole voting and dispositive power with respect to such shares.
Principal Occupation or Shares of Principal Occupation or Employment; Business Common Stock Employment; Business Address; and Principal Beneficially Name Position Address if Employer is MMM Business of Employer Owned - ----------------------------------------------------------------------------------------------------------------------------------- James L. Barksdale Chairman of the President, Chief Operating Board and Chief Officer and Director Executive Officer McCaw Cellular Communications, Inc. 5400 Carillon Point Kirkland, WA 98033 Tom A. Alberg Executive Vice President, Chief Operating 15,685(1) President--Legal and Officer and Director Corporate Affairs and LIN Broadcasting Corporation Secretary 5295 Carillon Point Kirkland, WA 98033 Steven W. Hooper Executive Vice Executive Vice President and President and Chief Chief Financial Officer Financial Officer McCaw Cellular Communications, Inc. 5400 Carillon Point Kirkland, WA 98033 Wayne M. Perry President and Director Vice Chairman of the Board 22,500(2) McCaw Cellular Communications, Inc. 5400 Carillon Point Kirkland, WA 98033
(1) Includes options currently exercisable to purchase 1,250 shares of the Common Stock and options to purchase an additional 5,000, 6,250 and 2,500 shares of the Common Stock that are exercisable within 60 days. (2) Includes options currently exercisable to purchase 15,000 shares of the Common Stock and options to purchase an additional 7,500 shares of the Common Stock that are exercisable within 60 days. -21- SCHEDULE IV EXECUTIVE OFFICERS AND DIRECTORS OF LIN Unless otherwise specified, each of the persons named below is a citizen of the United States of America. For each person whose principal employment is with LIN, the principal business of his or her employer is described under Item 2 above. The persons named below as beneficial owners of the Common Stock, to the best of LIN's knowledge, beneficially own the shares of Common Stock listed opposite their names and, except as otherwise indicated, have sole voting and dispositive power with respect to such shares.
Principal Occupation or Shares of Principal Occupation or Employment; Business Common Stock Employment; Business Address; and Principal Beneficially Name Position Address if Employer is LIN Business of Employer Owned - ----------------------------------------------------------------------------------------------------------------------------------- James L. Barksdale Chairman of the President, Chief Executive Board and Chief Officer and Director Executive Officer McCaw Cellular Communications, Inc. 5400 Carillon Point Kirkland, WA 98033 Wayne M. Perry Vice Chairman of Vice Chairman of the Board 22,500(1) the Board and Secretary McCaw Cellular Communications, Inc. 5400 Carillon Point Kirkland, WA 98033 Tom A. Alberg President, Chief LIN Broadcasting Corporation 15,685(2) Operating Officer and 5295 Carillon Point Director Kirkland, WA 98033 Dennis J. Carey Director Vice President AT&T Corp. 295 North Maple Avenue Basking Ridge, NJ 07920 Lewis M. Chakrin Director Vice President AT&T Corp. 295 North Maple Avenue Basking Ridge, NJ 07920 Harold S. Eastman Director President Peregrin Capital Co. (Private Investment Company) 101 S. Capitol Blvd., #1502 Boise, ID 83702 W. Preston Granbery Director General Attorney AT&T Corp. Corporate Law Division 131 Morristown Road Basking Ridge, NJ 07920
(1) Includes options currently exercisable to purchase 15,000 shares of the Common Stock and options to purchase an additional 7,500 shares of the Common Stock that are exercisable within 60 days. (2) Includes options currently exercisable to purchase 1,250 shares of the Common Stock and options to purchase an additional 5,000, 6,250 and 2,500 shares of the Common Stock that are exercisable within 60 days. -22-
Principal Occupation or Shares of Principal Occupation or Employment; Business Common Stock Employment; Business Address; and Principal Beneficially Name Position Address if Employer is LIN Business of Employer Owned - ----------------------------------------------------------------------------------------------------------------------------------- William G. Herbster Director Financial Consultant 11,740(1) 2788 Calvert Street Washington, DC 20008 Rolla Huff Director Financial Vice President AT&T Corp. 295 North Maple Avenue Basking Ridge, NJ 07920 Wilma H. Jordan Director Co-Chairman 10,289(2) The Jordan-Edmiston Group, Inc. (Investment Banking and Management Consulting Firm for Publishing Companies) 885 Third Avenue, 25th Floor New York, NY 10122 Richard W. Kislik Director Publishing Consultant 14,205(3) M. Evans & Co. Book Publisher 216 East 49th Street, 2nd Fl. New York, NY 18817 Donald Guthrie Senior Vice LIN Broadcasting Corporation 13,257(4) President-Finance 5295 Carillon Point Kirkland, WA 98033
(1) Includes options to purchase 10,000 shares of Common Stock that are exercisable on December 30, 1994 or that will be exercisable within 60 days thereof. Also includes 1,750 shares of the Common Stock beneficially owned by Mr. Herbster's wife. Mr. Herbster disclaims beneficial ownership of the shares held by his wife. (2) Includes options to purchase 10,000 shares of the Common Stock that are exercisable on December 30, 1994 or that will be exercisable within 60 days thereof. (3) Includes options to purchase 10,000 shares of the Common Stock that are exercisable on December 30, 1994 or that will be exercisable within 60 days thereof. (4) Includes options to purchase 1,875 and 3,750 shares of the Common Stock that vested on December 31, 1993 and options to purchase 1,875, 3,750 and 1,750 that will vest within 60 days. -23- EXHIBIT INDEX
*99.(1) Stockholders Agreement dated as of December 28, 1994 among LIN Television Corporation, McCaw Cellular Communications, Inc. and Cook Inlet Communications Corp. *99.(2) Television Private Market Value Guarantee dated as of December 28, 1994 between McCaw Cellular Communications, Inc. and LIN Television Corporation. 99.(3) Asset Purchase Agreement dated June 7, 1994 among LIN Broadcasting Corporation, LIN Television Corporation, Cook Inlet Communications Corp. and Cook Inlet Communications, Inc. (incorporated by reference to Exhibit 2.2 to the LIN Television Registration Statement on Form S-1, File Number 33-84718). 99.(4) First Amendment to Asset Purchase Agreement dated September 26, 1994 among LIN Broadcasting Corporation, LIN Television Corporation, Cook Inlet Communications Corp. and Cook Inlet Communications, Inc. (incorporated by reference to Exhibit 2.3 to the LIN Television Registration Statement on Form S-1, File No. 33-84718). 99.(5) Second Amendment to Asset Purchase Agreement dated December 6, 1994 among LIN Broadcasting Corporation, LIN Television Corporation, Barclays Bank, PLC, Nationsbank of Texas, N.A., The Bank of Nova Scotia, Cook Inlet Communications Corp. and Cook Inlet Communications, Inc. (incorporated by reference to Exhibit 2.5 to the LIN Television Registration Statement on Form S-1 (Amendment No. 2), File No. 33-84718). *99.(6) Statement of Reporting Persons pursuant to Rule 13d-1(f)(1) (see signature page).
- ---------- * Filed with this Amendment No. 1 to Schedule 13D -24- EX-99.1 2 LIN STOCKHOLDERS AGREEMENT DTD 12/28/94 EXHIBIT 99.(1) LIN TELEVISION CORPORATION STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (this "Agreement") is made as of the 28th day of December, 1994, by and among LIN TELEVISION CORPORATION, a Delaware corporation (the "Company"), McCAW CELLULAR COMMUNICATIONS, INC., a Delaware corporation ("McCaw"), and COOK INLET COMMUNICATIONS CORP., a Delaware corporation ("Cook Inlet") (McCaw and Cook Inlet being referred to collectively as, the "Stockholders"). RECITALS A. McCaw, through its wholly owned subsidiary, owns 13,494,750 shares of common stock, par value $.01 per share (the "Common Stock"), of the Company. B. Cook Inlet is acquiring 3,357,950 shares of the Common Stock as partial consideration for the sale of substantially all of its assets to the Company pursuant to an Asset Purchase Agreement dated June 7, 1994, as amended (the "Asset Purchase Agreement"). C. It is a condition to the Asset Purchase Agreement that the parties enter into this Agreement. AGREEMENT NOW THEREFORE, in consideration of the foregoing and the agreements set forth below, the parties hereby agree as follows: 1. GENERAL 1.1 VOTING OF SHARES The Stockholders shall vote or cause to be voted all shares of Common Stock or other voting securities of the Company beneficially owned by them or as to which they have voting power (the "Stock"), and shall timely take any other necessary actions to accomplish and effectuate the provisions of this Agreement. 1.2 LEGEND ON CERTIFICATES Each certificate evidencing any of the Stock shall bear a legend substantially as follows: "The securities represented by this certificate are subject to the terms and conditions of a certain Stockholders Agreement dated as of December 28, 1994, as at any time amended, and may not be transferred except in accordance with the terms and provisions of said Agreement, a copy of which is on file at the principal executive office of the Company and will be furnished to the holder of this certificate upon request and without charge." 2. ELECTION OF DIRECTORS 2.1 COMPOSITION OF THE BOARD OF DIRECTORS The Stockholders shall take all necessary action to cause the Company's Board of Directors to consist of ten (10) members. In connection with each election of directors of the Company, the Stockholders will take all necessary action to cause members of the Company's Board of Directors (except in the case of replacement directors, which is governed by Section 2.2) to be nominated, in accordance with the Company's procedure for nomination of directors as provided in its By-Laws and to the extent permissible in accordance with applicable legal requirements, as follows: (a) McCaw Nominees. McCaw shall have the right to designate six (6) -------------- qualified nominees, each of whom shall be a United States citizen; provided, however, that if at any time McCaw is the beneficial owner of less than twenty- five percent (25%) of the outstanding Common Stock, McCaw's right under this Agreement to nominate six nominees shall thereupon cease. (b) Cook Inlet Nominees. Cook Inlet shall have the right to designate ------------------- one (1) qualified nominee, who shall be a United States citizen; provided, --------- however, that if at any time Cook Inlet is the beneficial holder of less than - -------- three and one-half percent (3 1/2%) of the outstanding Common Stock, Cook Inlet's right under this Agreement to nominate one director shall thereupon cease. (c) Independent Directors. If required by the Television Private --------------------- Market Value Guarantee dated December 28, 1994 between the Company and McCaw (the "TV PMVG"), McCaw shall designate, in addition to the nominees designated pursuant to paragraph (a) above, the three (3) nominees selected to serve as the independent directors under Section 1 of the TV PMVG (the "Independent Directors"). The Stockholders shall cause the persons so designated above to be nominated for election to the Company's Board of Directors at the time and in the manner proper for such nomination, whereupon the Stockholders shall cast all the votes they are entitled to cast in such election (whether at an annual or special meeting of stockholders or by written consent in lieu of a meeting or otherwise and whether they are entitled to cast such votes as a result of ownership or other control of Stock or by proxy or otherwise) for the election of such nominees to the Company's Board of Directors. -2- 2.2 REPLACEMENT OF DIRECTORS In the event one or more directors shall cease to serve on the Company's Board of Directors at a time when the entire Board of Directors is not being elected, the party that so designated such person, subject to the next succeeding sentence, shall be entitled to and shall designate a replacement director as soon as practicable. In the event of the resignation, withdrawal or removal of any Independent Director, McCaw will as soon as practicable designate in accordance with the terms of the TV PMVG another nominee to serve as Independent Director. The Stockholders shall thereafter cooperate to effectuate the election to the Board of Directors each replacement director designated as provided in this Section 2.2 as soon as practicable and shall cast all the votes they are entitled to vote (whether at an annual or special meeting of stockholders or by written consent in lieu of a meeting or otherwise and whether they are entitled to cast such votes as a result of ownership or other control of Stock or by proxy or otherwise) for election of such replacement director to the Company's Board of Directors. 2.3 REMOVAL OF DIRECTORS In the event that any Stockholder that has nominated a director proposes that such director be removed from the Company's Board of Directors subject, in the case of the Independent Directors, to the terms of the TV PMVG, upon the giving of notice thereof to the other Stockholders, the Stockholders will cast all the votes they are entitled to vote (whether at an annual or special meeting of stockholders or by written consent in lieu of a meeting or otherwise and whether they are entitled to cast such votes as a result of ownership or other control of Stock or by proxy or otherwise) and will otherwise cooperate to remove from the Company's Board of Directors such director as soon as practicable. 2.4 COMPOSITION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS McCaw shall use its best efforts to cause the Compensation Committee of the Company's Board of Directors to be comprised of, for the period ending 24 months from the date of execution of this Agreement, one Independent Director, the Cook Inlet director designated pursuant to Section 2.1(b) and one director designated by McCaw. Thereafter, the Compensation Committee of the Company's Board of Directors shall consist of such directors as are selected by the Company's Board of Directors. -3- 3. REMEDIES 3.1 SPECIFIC PERFORMANCE The parties acknowledge that money damages are not an adequate remedy for violations of this Agreement and that any party may, in its sole discretion, apply to a court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Agreement or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. 3.2 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 or beginning of 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. 4. SUCCESSORS AND ASSIGNS The provisions of this Agreement shall inure to the benefit of, and shall be binding upon, any successors to the parties hereto but shall not otherwise be transferable. No Stockholder may assign or transfer any Common Stock, or any right to vote or direct the vote of any Common Stock, to any assignee or transferee that is an affiliate of such Stockholder or a "group" of which such Stockholder or any affiliate is a part (as such term is used in Rule 13d-5 under the Securities Exchange Act of 1934, as amended) unless such assignee or transferee shall agree in writing, as a condition to such transfer or assignment, to be bound as a Stockholder under this Agreement. 5. THIRD-PARTY BENEFICIARIES This Agreement is not intended to be for the benefit of and shall not be enforceable by any person or entity that is not a party hereto, including, without limitation, any stockholders of the Company not parties hereto. 6. TERMINATION OF AGREEMENT This Agreement shall terminate and be of no further force or effect upon the earliest to occur of: (a) The tenth (10th) anniversary of the date hereof (the "Termination Date"); provided, however, that at any time within two (2) years prior to the Termination Date (as the same may be extended from time to time pursuant to this paragraph), any or all of the parties hereto may by written agreement extend -4- the duration of this Agreement for an additional period not to exceed ten (10) years; (b) With respect to Cook Inlet only, written notice by Cook Inlet to the other parties hereto, provided that Cook Inlet and its affiliates and group (as described above) members beneficially own in the aggregate less than one percent (1%) of the outstanding shares of Common Stock; and (c) With respect to McCaw only, written notice by McCaw to the other parties hereto, provided that McCaw and its affiliates and group (as described above) members beneficially own in the aggregate less than five percent (5%) of the outstanding shares of Common Stock. 7. MISCELLANEOUS 7.1 NO CONFLICTS The parties hereto represent that they are not parties to and do not know of any other agreements that conflict with any of the provisions of this Agreement. 7.2 FURTHER ASSURANCES Each party shall execute and deliver such additional instruments and other documents and shall take such further actions as may be necessary or appropriate to effect, carry out and comply with all their obligations under this Agreement. 7.3 COUNTERPARTS This Agreement may be executed in more than one counterpart, each of which shall constitute an original of this Agreement, but all of which, when taken together, shall constitute one and the same instrument. 7.4 AMENDMENT Except as otherwise provided herein, no amendment, waiver, interpretation, alteration or modification of any provision of this Agreement shall be binding unless in writing and signed by authorized representatives of all the parties hereto. 7.5 APPLICABLE LAW This Agreement shall for all purposes be governed by and construed in accordance with the laws of Washington, without regard to the choice of law provisions thereof. 7.6 NOTICES Notices given hereunder shall be in writing and shall be deemed to have been duly given (a) on the date of personal -5- delivery, (b) on the date of facsimile transmission if such transmission is sent before or during the addressee's business hours on a day that is not a Saturday, Sunday or statutory holiday in the location of the addressee (a "Business Day"), (c) on the Business Day following facsimile transmission if such transmission is sent after the addressee's business hours or on a day that is not a Business Day, or (d) five (5) days after being mailed by registered or certified mail, return receipt requested, in each case to the party being notified at the address specified below or at such other address of which the addressee may subsequently notify the other parties in writing. Until otherwise notified, notices shall be directed as follows: If to the Company: LIN Television Corporation 5295 Carillon Point Kirkland, WA 98033 Attn: General Counsel If to McCaw: McCaw Cellular Communications, Inc. 5400 Carillon Point Kirkland, WA 98033 Attn: General Counsel If to Cook Inlet: With a copy to: Cook Inlet Communications Corp. Munger, Tolles & Olson 1800 Avenue of the Stars 355 South Grand Avenue Suite 450 35th Floor Los Angeles, CA 90067 Los Angeles, CA 90071 Attn: General Counsel Attn: John B. Frank 7.7 WAIVERS Any failure of any party to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be interpreted or construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision, right or remedy in that or any other instance. 7.8 HEADINGS The headings of the sections of this Agreement are for convenience only and shall not by themselves determine the interpretation of this Agreement. 7.9 SEVERABILITY If any of the provisions or any portion of the provisions of this Agreement shall be invalid or unenforceable, such invalidity -6- or unenforceability shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provisions or portion thereof and the rights and obligations of the parties hereto shall be construed and enforced accordingly. 7.10 ENTIRE AGREEMENT This Agreement contains the entire agreement and understanding among the parties with respect to the subject matter hereof and supersedes all prior understandings and representations. IN WITNESS WHEREOF, this Agreement has been executed as of the date and year first above written. LIN TELEVISION CORPORATION By: /s/ Peter E. Maloney -------------------------- Title: Vice President ----------------------- MCCAW CELLULAR COMMUNICATIONS, INC. By: /s/ Peter L.S. Currie -------------------------- Title: Executive Vice President -------------------------- COOK INLET COMMUNICATIONS CORP. By: /s/ Mark D. Adolph -------------------------- Title: Vice President ---------------------- -7- EX-99.2 3 TV PRIVATE MARKET VALUE GUARANTEE DTD 12/28/94 EXHIBIT 99.(2) TELEVISION PRIVATE MARKET VALUE GUARANTEE TELEVISION PRIVATE MARKET VALUE GUARANTEE, dated December 28, 1994 (this "Guarantee"), between McCaw Cellular Communications, Inc., a Delaware corporation ("McCaw"), and LIN Television Corporation, a Delaware corporation (the "Company"). WHEREAS, McCaw and LIN Broadcasting Corporation, a Delaware corporation ("LIN Broadcasting"), entered into a Private Market Value Guarantee, dated December 11, 1989 (the "LIN Broadcasting PMVG"), for the benefit of LIN Broadcasting's stockholders (other than McCaw and its affiliates); WHEREAS, LIN Broadcasting owns 100% of the common stock, par value $.01 per share, of the Company (the "Shares"); WHEREAS, concurrently with the execution of this Guarantee, LIN Broadcasting is distributing to its stockholders one Share for each two shares of LIN Broadcasting Common Stock, par value $.01 per share (the "Distribution"); and WHEREAS, in connection with the Distribution, McCaw has agreed to enter into this Guarantee for the benefit of the Company's stockholders (other than McCaw and its affiliates). NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereto agree as follows: 1. INDEPENDENT DIRECTORS Three members of the Company's board of directors (the "Independent Directors") will be designated by the independent directors of LIN Broadcasting under Section 1 of the LIN Broadcasting PMVG; provided, however, that such independent directors shall designate as the Independent Directors persons who would be independent directors as determined under the New York Stock Exchange Rules (i.e., independent of management of McCaw and its affiliates and free of ---- any relationship that, in the opinion of the Company's board of directors, would interfere with the exercise of independent judgment). Independent Directors will be subject to removal only (A) for cause, (B) if a majority of the Independent Directors approve such removal or (C) if such removal is approved by a Majority Vote of the Public Stockholders without any solicitation of votes by McCaw, its affiliates or Group Members (as defined below). Vacancies among the Independent Directors occurring prior to the expiration of their respective terms of office will be filled in accordance with the vote of a majority of the remaining Independent Directors (or, if there are none, a majority of the directors then in office) or a Majority Vote of the Public Stockholders. Independent Directors to be elected at each annual meeting will be nominated by the then-current Independent Directors and elected in accordance with a Majority Vote of the Public Stockholders. McCaw will not, directly or indirectly, solicit votes or otherwise take any action to oppose the election of any nominee for Independent Director or support any attempt to remove any Independent Director and in each election of directors will vote its Shares and the Shares of its subsidiaries for the Independent Director nominees receiving the Majority Vote of the Public Stockholders. As used herein, "Majority Vote of the Public Stockholders" means (i) the affirmative vote of the holders of at least a majority of the Public Shares present and entitled to vote at any meeting at which the holders of a majority of such Shares are present or (ii) the action by written consent (in accordance with applicable provisions of Delaware law and the Company's certificate of incorporation and by-laws) of the holders of a majority of the Public Shares. "Public Shares," as used herein, means Shares not owned by McCaw or any of its affiliates or any member of a "group," as such term is used for purposes of Schedule l3D under the Securities Exchange Act of 1934, as amended, of which McCaw or its affiliates are members with respect to securities of the Company (collectively, "Group Members"). The Company will treat the Independent Directors in a manner comparable to the treatment of outside directors of comparable public companies, including by providing indemnification, compensation and expense reimbursement arrangements at least as favorable as the indemnification, compensation and expense reimbursement arrangements provided to outside directors of LIN Broadcasting on December 28, 1994, and provide notice of board meetings and agendas therefor and generally maintain the frequency thereof consistent with past practice of LIN Broadcasting. 2. SALE OF THE COMPANY (A) Appraisers. On or about January 1, 1998 (the "Initiation Date"), the ---------- Independent Directors will designate an investment banking firm of recognized national standing -2- (the "Independent Directors' Appraiser") and McCaw will designate an investment banking firm of recognized national standing ("McCaw's Appraiser"), in each case to determine the private market value per Share. (B) Definition of Private Market Value. McCaw acknowledges that the ---------------------------------- consideration that would constitute private market value per Share is the private market price per Share (including control premium) that an unrelated third party would pay if it were to acquire all outstanding Shares (including the Shares held by McCaw and its affiliates) in an arm's-length transaction, assuming that the Company was being sold in a manner designed to attract all possible participants and to maximize stockholder value, including, if necessary, through 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. Each of the investment banking firms referred to in this Section 2 will be instructed to determine private market value per Share in this manner. (C) Determination of Private Market Price. Within 30 days after the ------------------------------------- Initiation Date, the Independent Directors' Appraiser and McCaw's Appraiser will each determine its initial view as to the private market value per Share and consult with one another with respect thereto. By the 45th day after the Initiation Date, the Independent Directors' Appraiser and McCaw's Appraiser will each have determined its final view as to the private market value per Share. At that point, if the Higher Appraised Amount (as defined below) is not more than 110% of the Lower Appraised Amount (as defined below), the private market price per Share (the "Private Market Price") will be the average of those two views. Otherwise, the Independent Directors' Appraiser and McCaw's Appraiser will agree upon and jointly designate a third investment banking firm of recognized national standing (the "Mutually Designated Appraiser") to determine such private market value. The Mutually Designated Appraiser will, no later than the 65th day after the Initiation Date, determine such private market value (the "Mutually Appraised Amount"), and the Private Market Price will be (x) the Mutually Appraised Amount, if such amount falls within the range of values that is greater than one-third and less than two-thirds of the way between the Lower Appraised Amount and the Higher Appraised Amount, and (y) the average of the Mutually Appraised Amount and the other Appraised Amount (Lower or Higher) that is closest to the Mutually Appraised Amount, if the Mutually Appraised Amount does not fall within that range; provided, however, that the Private Market -------- ------- Price may not be less than the Lower Appraised Amount nor more than the Higher Appraised Amount. -3- As used herein, "Lower Appraised Amount" means the lower of the respective final views of the Independent Directors' Appraiser and McCaw's Appraiser as to private market value per Share and "Higher Appraised Amount" means the higher of such respective final views. (D) Acquisition Proposal. Once the Private Market Price is determined as -------------------- provided above, McCaw will have 45 days to decide whether it desires to proceed with an acquisition of all of the Public Shares (an "Acquisition") at that price. If McCaw decides to proceed with an Acquisition, it may pay the Private Market Price in cash or any combination of cash, common equity securities and/or non convertible senior or subordinated "current cash pay" debt securities that the Independent Directors, after consultation with their investment banking firm, believe in good faith will have an aggregate market value, on a fully distributed basis, of not less than the Private Market Price. (E) Meeting of Stockholders. If McCaw determines to proceed with an ----------------------- Acquisition as set forth above, it will enter into an agreement with the Company therefor (containing customary terms and conditions applicable in a situation in which the acquiror has an ownership position comparable to McCaw's ownership interest in the Company) and will cause a meeting of stockholders of the Company to be held as soon as practicable to consider and vote thereon. The Acquisition may only be completed if it is approved by a Majority Vote of the Public Stockholders. (F) Sale of the Company. Subject to subparagraph (G) below, if McCaw ------------------- determines not to proceed with an Acquisition, or if despite McCaw's good faith efforts an Acquisition has not been completed within 12 months following the Initiation Date (or, if an Acquisition has been approved by a Majority Vote of the Public Stockholders and is being pursued in good faith by McCaw but has not been completed due to regulatory delays or litigation, 20 months following the Initiation Date), McCaw 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 McCaw 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 -4- buyers. The Independent Directors will select from among the proposed transactions the one or more transactions determined by 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. McCaw 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 FCC and other necessary regulatory approvals. McCaw 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. (G) Survival of Guarantee. If a transaction is presented for approval at --------------------- a meeting of stockholders as contemplated by either subsection (E) or (F) 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. CONTINUING STOCKHOLDER PROTECTIONS (A) Approvals Required for Transactions With Affiliates. Except as --------------------------------------------------- permitted by Section 2 above, neither McCaw nor any of its non-Company affiliates may engage in any material transaction (including, without limitation, agreements which are standard in the industry) with the Company or any of its subsidiaries (other than pro rata as a stockholder of the Company) unless such transaction has been approved by a majority of the Independent Directors. (B) Approvals Required for Mergers. Except as permitted by Section 2 ------------------------------ above, neither McCaw nor any of its non-Company affiliates may engage in a merger or consolidation with the Company, or purchase all or substantially all of the Company's assets, unless the transaction is approved not only by a majority of the Independent Directors but also by a Majority Vote of the Public Stockholders. In deciding whether to approve such a transaction, the Independent Directors will be instructed to consider as a fair price per Share the private market price per Share (including control premium) that an unrelated third party would pay if it were to acquire all outstanding Shares (including the Shares held by McCaw and its affiliates) in an arm's-length transaction, assuming that the Company was being sold in a manner designed to attract all possible participants and to maximize stockholder value, -5- including if necessary through 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 retain independent financial advisors and counsel to advise them with respect to any such transaction, whose reasonable costs, expenses and indemnities will be paid for and provided by the Company. (C) Independent Director Veto. No transaction will be undertaken, and the ------------------------- Company will not take any action, whether or not approved by a majority of the board of directors of the Company, if the Independent Directors determine in their good faith judgment by unanimous vote that such transaction or action would likely depress the value of the Company on the Initiation Date. In addition, the Company will not acquire or dispose of any business, whether or not approved by a majority of the board of directors of the Company, if the Independent Directors determine in their good faith judgment by unanimous vote that such acquisition or disposition is not in the best interests of the Company. 4. ADDITIONAL SHARE PURCHASES Except as permitted by Sections 2 and 3 above, neither McCaw nor any of its non-Company affiliates may purchase additional Shares if, after giving effect thereto, they would beneficially own in the aggregate more than 75% of the outstanding Shares on a fully diluted basis. 5. CERTAIN TRANSFEREES BOUND Except pursuant to Section 2(F) above, neither McCaw nor any of its non- Company affiliates may sell more than 25% of the outstanding Shares on a fully diluted basis to a third party or group unless that third party or group agrees in writing to be bound by the provisions set forth in this Guarantee as they would apply if the term "McCaw" as used herein were defined to mean such third party or group. 6. AMENDMENTS The provisions of this Guarantee may be amended in any respect not materially adverse to the holders of Public Shares, but only if the amendment is approved by a majority of the Independent Directors. Any such amendment will promptly be disclosed in a filing with the Securities and Exchange Commission. The determination of the Independent Directors as to whether an amendment is materially adverse to the holders of Public Shares shall be final and shall bind all holders of Public Shares. -6- The provisions of this Guarantee may also be amended in any other respect if the amendment is approved by a Majority Vote of the Public Stockholders. 7. EFFECTIVENESS AND TERMINATION The obligations of McCaw under this Guarantee shall become effective upon the Distribution. This Guarantee shall cease to be in effect if at any time (i) McCaw, its affiliates and Group Members beneficially own in the aggregate less than 25% of the outstanding Shares on a fully diluted basis and McCaw's designees no longer constitute a majority of the Board of Directors of the Company (provided that in such event this Guarantee shall come back into effect if, at any time within two years thereafter, (A) McCaw, its affiliates and Group Members shall beneficially own in the aggregate 25% or more (but less than 100%) of the outstanding Shares on a fully diluted basis or (B) McCaw's designees shall again constitute a majority of the Board of Directors of the Company) or (ii) McCaw, its affiliates and Group Members beneficially own in the aggregate 100% of the outstanding Shares. 8. FURTHER ASSURANCES Each party shall execute and deliver such additional instruments and other documents and shall take such further actions as may be necessary or appropriate to effectuate, carry out and comply with all of the terms of this Guarantee and the transactions contemplated hereby. 9. REMEDIES The parties acknowledge that money damages may not be an adequate remedy for violations of this Guarantee and that any party may, in its sole discretion, apply to any court of competent jurisdiction for specific performance or injunctive or such other relief as such court may deem just and proper in order to enforce this Guarantee or prevent any violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. 10. NOTICES, ETC. All notices, requests, demands or other communications required by or otherwise with respect to this Guarantee shall be in writing and shall be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), when delivered by fax and confirmed, or to any party five days after being mailed by certified mail, return receipt requested, in each case to the applicable addresses set forth below: -7- If to Offeror: McCaw Cellular Communications, Inc. 5400 Carillon Point Kirkland, Washington 98033 Attn: Wayne Perry, Vice Chairman Fax no.: 206-828-8450 with a copy to: McCaw Cellular Communications, Inc. 1150 Connecticut Avenue, NW, 4th Floor Washington, D.C. 20036 Attn: Andrew A. Quartner, Esq. Fax no.: 202-416-6511 If to the Company: LIN Television Corporation Floor 2 4 Richmond Square Providence, RI 02906 Attn: President Fax no.: 401-454-2817 Perkins Coie 1201 Third Avenue, 40th Floor Seattle, Washington 98101 Attn: Charles J. Katz, Jr. Fax No. 206-583-8500 with a copy to: The designated representative of the Independent Directors and their counsel, if any or to such other address as such party shall have designated by notice so given to each other party. -8- 11. ENTIRE AGREEMENT This Guarantee embodies the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. 12. SUCCESSORS AND ASSIGNS This Guarantee shall be binding upon and shall inure to the benefit of and be enforceable by McCaw and the Independent Directors of the Company and their respective successors and assigns, provided that neither the rights nor the obligations of any party may be assigned or delegated without the prior written consent of the other parties. 13. GOVERNING LAW This Guarantee 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. 14. NAME, CAPTIONS The section captions used herein are for convenience of reference only and shall not affect the interpretation or construction hereof. 15. COUNTERPARTS This Guarantee may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. -9- Each counterpart may consist of a number of copies each signed by less than all, but together signed by all the parties hereto. IN WITNESS WHEREOF, the parties have duly executed this Guarantee as of the date first above written. McCAW CELLULAR COMMUNICATIONS, INC. By /s/ Peter L.S. Currie ----------------------------- Title: Executive Vice President LIN TELEVISION CORPORATION By /s/ Peter E. Maloney ----------------------------- Title: Vice President -10- -----END PRIVACY-ENHANCED MESSAGE-----