EXHIBIT 1.1 THE TIMES MIRROR COMPANY (a Delaware corporation) DEBENTURES DUE NOVEMBER 15, 2096 PURCHASE AGREEMENT Dated: November 7, 1996 ============================================================================== 2 THE TIMES MIRROR COMPANY (A...Purchase Agreement • November 13th, 1996 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • March 14th, 2000 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • Delaware
AMONGMerger Agreement • August 11th, 1997 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • Delaware
1 EXHIBIT 10.1 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 7th, 1999 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • Delaware
EXHIBIT 1.1 =================================================================== ============= THE TIMES MIRROR COMPANY (a Delaware corporation) LIQUID YIELD OPTION/TM/ NOTES DUE APRIL 15, 2017 (ZERO COUPON--SUBORDINATED) PURCHASE AGREEMENT Dated:...Purchase Agreement • April 17th, 1997 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • New York
2 3 The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered.Underwriting Agreement • October 19th, 1999 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • New York
EXHIBIT 10.2 CONTRIBUTION AGREEMENTContribution Agreement • September 7th, 1999 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • California
RECITALSRegistration Rights Agreement • August 11th, 1997 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • California
BY AND AMONGExchange Agreement • October 30th, 1996 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • New York
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT Dated as of April 15, 1997 by and between THE TIMES MIRROR COMPANYRegistration Rights Agreement • April 17th, 1997 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • New York
TOIndenture • October 23rd, 1997 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • New York
INDENTUREIndenture • April 17th, 1997 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing
1 EXHIBIT 2.1 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 8, 1998Agreement and Plan of Merger • October 23rd, 1998 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • New York
1 EXHIBIT 2.2 VOTING AGREEMENT This Voting Agreement (the "Agreement"), dated as of March 13, 2000, is entered into by and among Tribune Company, a Delaware corporation ("Tribune"), and the entities set forth on Schedule I hereto (the "Stockholders")....Voting Agreement • March 14th, 2000 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • Delaware
TMCT, LLC AS LANDLORD ANDLease Agreement • August 11th, 1997 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing
1 EXHIBIT 1.1 THE TIMES MIRROR COMPANY UNDERWRITING AGREEMENT [DEBT/EQUITY] SECURITIES To the Representatives named in Schedule I hereto and the Underwriters named in Schedule II hereto Dear Sirs: The Times Mirror Company, a Delaware corporation (the...Underwriting Agreement • February 27th, 1996 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • New York
TIMES MIRROR SQUARE 90053 LOS ANGELES, CALIFORNIA (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) ---------------- LIQUID YIELD OPTION(TM) NOTES (LYONS(TM)) (TITLE OF THE INDENTURE SECURITIES) -------------------------------...Trust Indenture • July 3rd, 1997 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing
PRICING AGREEMENTPricing Agreement • April 17th, 1997 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing
THE INDENTUREIndenture • October 19th, 1999 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • New York
EXHIBIT 10.6 [Times Mirror Letterhead] April 7, 2000 Roger H. Molvar c/o Times Mirror Company 220 W. 1st Street Los Angeles, CA 90012 Dear Roger: EMPLOYMENT AND SEVERANCE AGREEMENT The Times Mirror Company ("Times Mirror") has entered into an...Employment Agreement • May 10th, 2000 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • California
1 EXHIBIT 10.19 [TIMES MIRROR LETTERHEAD] April 5, 1999 PERSONAL AND CONFIDENTIAL Ms. Mary E. Junck 1001 St. Georges Road Baltimore, Maryland 21210 Dear Mary: This letter will confirm our previous discussions and shall constitute the agreement...Resignation Agreement • March 17th, 2000 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • Maryland
Complete or modify the provisions of this Warrant Agreement as appropriate to reflect the terms of the Warrants, Warrant Securities and offered Securities. 2 ARTICLE 1.Warrant Agreement • February 27th, 1996 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • New York
BY AND AMONGMerger Agreement • August 12th, 1999 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • California
1 EXHIBIT (A) STOCK PURCHASE AGREEMENT DATED AS OF AUGUST 20, 1999 BY AND BETWEEN ALTERNATE MARKETING NETWORKS, INC.Stock Purchase Agreement • September 1st, 1999 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • New York
1 EXHIBIT 10.20 [TIMES MIRROR LETTERHEAD] December 22, 1999 PERSONAL AND CONFIDENTIAL Thomas Unterman 1451 Amalfi Drive Pacific Palisades, CA 90272 Dear Tom: This letter will confirm our previous discussions and shall constitute the agreement...Severance Agreement • March 17th, 2000 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • California
1 EXHIBIT 10.11 [TIMES MIRROR LETTERHEAD] April 7, 2000 William A. Niese Dear Bill: EMPLOYMENT AND SEVERANCE AGREEMENT The Times Mirror Company ("Times Mirror") has entered into an agreement dated as of March 13, 2000 with Tribune Company ("Tribune")...Employment Agreement • May 10th, 2000 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • California
2 3 rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Warrants may be listed, or to conform to usage. The Warrant Certificates shall be signed on behalf of the Company by its Chairman of the...Debt Warrant Agreement • February 27th, 1996 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing
WITNESSETH:Partnership Interest Purchase Agreement • August 17th, 1998 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • Delaware
1 EXHIBIT DRegistration Rights Agreement • August 12th, 1999 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • New York
1 EXHIBIT 10.10 [TIMES MIRROR LETTERHEAD] April 7, 2000 Debra A. Gastler Dear Debbie: EMPLOYMENT AND SEVERANCE AGREEMENT The Times Mirror Company ("Times Mirror") has entered into an agreement dated as of March 13, 2000 with Tribune Company...Employment and Severance Agreement • May 10th, 2000 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • California
1 EXHIBIT B May 14, 1999 To: Mitchell Rubenstein Big Entertainment, Inc. 2255 Glades Road Boca Raton, Florida 33431 Re: Waiver and Consent; and Other Modifications Dear Mitch: We have discussed making certain changes and/or clarifications to the...Merger Agreement • August 12th, 1999 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing
1 EXHIBIT (B) STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") dated August 20, 1999 is between The Times Mirror Company, a Delaware corporation ("Purchaser"), and Edelson Technology Partners II, L.P., a Delaware limited...Stock Purchase Agreement • September 1st, 1999 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • New York
1 EXHIBIT 10.5 [TIMES MIRROR LETTERHEAD] April 7, 2000 Efrem Zimbalist III Dear Skip: EMPLOYMENT AND SEVERANCE AGREEMENT The Times Mirror Company ("Times Mirror") has entered into an agreement dated as of March 13, 2000 with Tribune Company...Employment and Severance Agreement • May 10th, 2000 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • California
TOIndenture • March 19th, 1996 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • New York
1 EXHIBIT 10.3 [TIMES MIRROR LETTERHEAD] April 7, 2000 Raymond A. Jansen Dear Ray: EMPLOYMENT AND SEVERANCE AGREEMENT The Times Mirror Company ("Times Mirror") has entered into an agreement dated as of March 13, 2000 with Tribune Company ("Tribune")...Employment and Severance Agreement • May 10th, 2000 • Times Mirror Co /New/ • Newspapers: publishing or publishing & printing • California
