1
March 26, 1997
Argyle Television, Inc.
000 Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
Re: Waiver of Rollover Election
Ladies and Gentlemen:
Reference is made to that certain Agreement and Plan of Merger dated as
of March 26, 1997, by and among The Hearst Corporation, HAT Merger Sub, Inc.,
HAT Contribution Sub, Inc. and Argyle Television, Inc. (the "Merger
Agreement"). Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Merger Agreement.
As a result of the Merger, each of the undersigned may have the right
to choose to receive, subject to the terms of the Merger Agreement, an Option
Rollover, Option Cash, Option Stock or the Option Mixed Consideration in
exchange for cancellation of Company Options held by each of them.
In consideration of the covenants and agreements contained in this
letter agreement and the Merger Agreement and in order to induce Parent, Merger
Sub and Cash Sub to enter into the Merger Agreement, each of the undersigned
hereby (i) waives any such right to receive an Option Rollover in the Merger,
and (ii) represents, warrants and covenants to the Company that he or she shall
not make a Rollover Election with respect to any Company Options held by him or
her, and agrees to make only an Option Cash Election, Option Stock Election or
Option Mixed Election in respect thereof.
Very truly yours,
ACCEPTED AND AGREED
/s/ XXX XXXXXX
ARGYLE TELEVISION, INC. -----------------------------------
Xxx Xxxxxx
/s/ XXXX X. XXXXXX /s/ XXXXX XXXXX
----------------------------- -----------------------------------
Name: Xxxx X. Xxxxxx Xxxxx Xxxxx
Title: Vice President
/s/ XXXX XXXXXXX
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Xxxx Xxxxxxx
/s/ XXXXX XXXXX
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Xxxxx Xxxxx
