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IRREVOCABLE PROXY
TO VOTE
COMMON STOCK OF UNITED TELEVISION, INC.
The undersigned stockholder of United Television, Inc., a
Delaware corporation (the "Company"), hereby irrevocably (to the fullest extent
permitted by Section 212 of the Delaware General Corporation Law) appoints David
F. DeVoe and Arthur M. Siskind, and each of them, as the sole and exclusive
attorneys and proxies of the undersigned, with full power of substitution and
resubstitution, to vote and exercise all voting and related rights (to the full
extent that the undersigned is entitled to do so) with respect to all of the
shares of common stock, par value $.10 per share, of the Company (the "Common
Stock") beneficially owned by the undersigned (together with any Common Stock
directly or indirectly acquired by the undersigned (whether by acquisition or by
other means, such as a stock split, stock dividend, reorganization,
recapitalization or other reclassification, merger, exchange or distribution) or
any shares to which the undersigned has or hereafter acquires voting power prior
to the termination of the Voting Agreement (as defined below), being referred to
herein as the "Shares") in accordance with the terms of this Irrevocable Proxy.
The Shares beneficially owned by the undersigned stockholder of the Company as
of the date of this Irrevocable Proxy are listed on the final page of this
Irrevocable Proxy. Upon the undersigned's execution of this Irrevocable Proxy,
any and all prior proxies given by the undersigned with respect to any Shares
that are inconsistent with this Irrevocable Proxy are hereby revoked and the
undersigned agrees not to grant any subsequent proxies with respect to the
Shares that are inconsistent with this Irrevocable Proxy until after the
Expiration Date (as defined below).
This Proxy is irrevocable (to the extent provided in Section
212 of the Delaware General Corporation Law), is granted pursuant to the Voting
Agreement dated as of August 13, 2000, among The News Corporation Limited, a
South Australian corporation ("Buyer"), News Publishing Australia Limited, a
Delaware corporation and a subsidiary of Buyer ("Acquisition Sub"), and the
undersigned (the "Voting Agreement"), and is granted in consideration of Buyer
entering into the Agreement and Plan of Merger, dated as of August 13, 2000,
among Buyer, Acquisition Sub and the Company (the "UTV Merger Agreement"). The
UTV Merger Agreement provides for the merger of the Company and Acquisition Sub
(or another direct or indirect wholly owned subsidiary of Buyer) in accordance
with its terms (the "UTV Merger"). As used herein, the term "Expiration Date"
shall mean the earlier to occur of (i) the termination of the UTV Merger
Agreement in accordance with its terms and (ii) the Effective Time (as defined
in the UTV Merger Agreement). This Irrevocable Proxy is intended to bind the
undersigned stockholder as a stockholder of the Company only with respect to the
specific matters set forth herein and shall not prohibit the undersigned
stockholder from acting in accordance with his or her fiduciary duties, if
applicable, as an officer or director of the Company.
The attorneys and proxies named above, and each of them, are
hereby authorized and empowered by the undersigned, at any time prior to the
Expiration Date, to act as the undersigned's attorney and proxy to vote the
Shares, and to exercise all voting and other rights of the undersigned with
respect to the Shares (including, without limitation, the power to execute
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and deliver written consents pursuant to Section 228 of the Delaware General
Corporation Law), at every annual, special or adjourned meeting of the
stockholders of the Company and in every written consent in lieu of such meeting
(i) in favor of the adoption of the UTV Merger Agreement and the approval of the
UTV Merger, (ii) against any action, proposal or agreement that could be
reasonably expected to (a) result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of the undersigned
under this Agreement or the UTV Merger Agreement, (b) materially impede,
interfere with, delay, postpone or adversely affect the UTV Merger or (c) result
in a material failure to fulfill any one of the conditions to the UTV Merger
Agreement) and (iii) against any Competing Transaction or Superior Proposal
(both, as defined in the UTV Merger Agreement). The attorneys and proxies named
above may not exercise this Irrevocable Proxy on any other matter except as
provided above. The undersigned stockholder may vote the Shares on all other
matters.
Any obligation of the undersigned hereunder shall be binding
upon the successors and assigns of the undersigned.
This proxy is irrevocable (to the extent provided in Section
212 of the Delaware General Corporation Law).
Dated: August 13, 2000 BHC COMMUNICATIONS, INC.
By: /s/ William D. Siegel
--------------------------------
Name: William D. Siegel
Title: President and Chief
Executive Officer
Shares beneficially owned:
5,509,027 shares of Common Stock
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