This Termination
Agreement (“ Termination Agreement ”) is entered
into and made effective as of November 1, 2005, (“
Effective Date ”), by and among LIN Television
Corporation, a Delaware corporation (together with its successors,
the “ Company ”), LIN TV Corp., a Delaware
corporation (f/k/a Ranger Equity Holdings Corporation) (together
with its successors, “ LIN TV ”, and, together
with the Company, “ Clients ”), and Hicks, Muse
& Co. Partners, L.P., a Texas limited partnership (“
HMCo ”).
WHEREAS, the
Company, LIN TV, LIN Holdings Corp., a Delaware corporation
(“ Holdings ”), Ranger Equity Holdings A Corp.,
a Delaware corporation (“ REHA ”), Ranger Equity
Holdings B Corp., a Delaware corporation (“ REHB
”), and HMCo entered into that certain Amended and Restated
Financial Advisory Agreement dated February 19, 2002, as
amended by that certain First Amendment to Amended and Restated
Financial Advisory Agreement dated April 30, 2002
(collectively, and as amended, the “ Financial Advisory
Agreement ”); and
WHEREAS, Holdings
was merged into the Company, and the Company is the successor in
interest to Holdings; and
WHEREAS, REHA and
REHB were each merged into LIN TV and LIN TV is the successor in
interest to each of REHA and REHB; and
WHEREAS, the
Clients and HMCo desire to terminate the Financial Advisory
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:
1.
Termination of Financial Advisory Agreement . The Financial
Advisory Agreement is terminated effective as of the Effective Date
for all purposes and in all respects; provided, however ,
that Clients’ indemnity obligations in Section 5
of the Financial Advisory Agreement shall survive termination
hereunder for any claims, liabilities, losses, damages, or expenses
that accrue or are incurred by an Indemnified Person prior to the
Effective Date.
2. Mutual
Release . After the Effective Date, except as otherwise
provided herein, neither Clients nor HMCo shall have any rights,
obligations or liabilities (with respect to acts or omissions of
the parties hereto) with respect to one another arising
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