AMENDMENT TO SCRIPPS FAMILY AGREEMENT
Exhibit 2
AMENDMENT TO SCRIPPS FAMILY AGREEMENT
The X. X. Xxxxxxx Company, an Ohio corporation (the “Company”), and the undersigned (the “Family Shareholders”) are parties to the Scripps Family Agreement, dated October 15, 1992, as amended (the “Family Agreement’).
WHEREAS, the Company believes it would be in the best interests of its shareholders to acquire the television and radio broadcast properties (the “Journal Broadcast Properties”) of Journal Communications, Inc., a Wisconsin corporation (“Journal”);
WHEREAS, among the Journal Broadcast Properties, Journal owns a television station and an AM/FM radio station in Milwaukee, Wisconsin (the “Milwaukee Broadcast Properties”);
WHEREAS, in addition to the Milwaukee Broadcast Properties, Journal owns, pursuant to an exemption from the television/radio and newspaper cross-ownership prohibition under the rules of the Federal Communications Commission (the “FCC”), a daily newspaper in Milwaukee, Wisconsin, published under the masthead Milwaukee Journal Sentinel, as well as several community newspapers in Wisconsin (collectively, with the Milwaukee Journal Sentinel, the “Journal Newspapers”);
WHEREAS, Journal’s television/radio and newspaper cross-ownership exemption is not transferable to a new owner of the Journal Broadcast Properties and the Journal Newspapers, and thus the Company cannot own both the Milwaukee Journal Sentinel and the Journal Broadcast Properties;
WHEREAS, to facilitate the Company’s acquisition of the Journal Broadcast Properties, the Company and certain of its subsidiaries, and Journal and certain of its subsidiaries, have entered into a Master Transaction Agreement, dated July 31, 2014 (the “Transaction Agreement”) that is designed to address the aforesaid cross-ownership issue in a way that will enable the Company to own the Journal Broadcast Properties, including the Milwaukee Broadcast Properties, but not the Journal Newspapers;
WHEREAS, the Transaction Agreement contemplates the following transactions (the “Transactions”): (i) the spin-off by Journal to its shareholders (the “Journal Shareholders”) of the stock of a company owning, directly or indirectly, the Journal Newspapers (“Journal Spinco”); (ii) the spin-off by the Company to its shareholders (the “Scripps Shareholders”) of the stock of a company (“Scripps Spinco”) owning, directly or indirectly, all of the newspaper properties in which the Company or its subsidiaries own interests; (iii) the mergers of Journal Spinco and Scripps Spinco with separate subsidiaries of Boat NP Newco, Inc., Wisconsin corporation, currently owned by the Company and Journal, to form a new publicly traded newspaper company (“Journal Newspaper Newco”); and (iv) following consummation of Transactions (i), (ii) and (iii), the merger of Journal into a wholly owned subsidiary of the Company pursuant to which the Company will acquire the Journal Broadcast Properties;
WHEREAS, in consummation of Transactions (i), (ii), and (iii), Journal Newspaper Newco will issue the same class of common shares to the Journal Shareholders as it does to the Scripps Shareholders (including the Family Shareholders, who will thus not control Journal Newspaper Newco), to facilitate compliance with the rules of the FCC, including the television/radio and newspaper cross-ownership rules;
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WHEREAS, in consummation of Transaction (iv), the Company will issue Class A Common Shares to the Journal Shareholders pursuant to the merger of Journal into a wholly owned subsidiary of the Company, and following such merger, the Family Shareholders will continue to control the Company as the owners of the currently outstanding Common Voting Shares of the Company;
WHEREAS, to assist in demonstrating to the FCC that the Family Shareholders do not control Journal Newspaper Newco and to thereby facilitate the consummation of the Transactions, the Company and the Family Shareholders believe it to be in their mutual best interests to amend the Family Agreement to provide that any and all shares of Journal Newspaper Newco to be owned by the Family Shareholders will not be subject to the Family Agreement;
NOW, THEREFORE, in consideration of the mutual agreements set forth hereinabove, and intending to be legally bound hereby, each Family Shareholder hereby agrees as follows:
1. Section 17(a)(ii) of the Family Agreement is hereby amended by adding at the end thereof the following sentence: “Notwithstanding anything to the contrary set forth in this Section 17(a)(ii), the Family Agreement shall not apply to any shares of capital stock of any entity (or successor entity) owning the newspapers published by the Company or its subsidiaries and the newspapers published by Journal Communications, Inc. or its subsidiaries, including the Milwaukee Journal Sentinel, that become owned by any Family Shareholder at any time hereafter, and such entity (or successor entity) shall not be considered a successor or spun-off subsidiary as such terms are used in this Section 17(a)(ii).”
2. Except as amended hereby, the Family Agreement remains in full force and effect.
3. If the Transactions are not consummated on or before December 31, 2015, this 2014 Amendment shall be null and void.
Executed on July 31, 2014.
| THE X. X. XXXXXXX COMPANY | ||
| By: |
/s/ Xxxxxxx Xxxxxxxx | |
| Xxxxxxx Xxxxxxxx | ||
| Senior Vice President and General Counsel | ||
| FAMILY SHAREHOLDERS: | ||
| Xxxx X. Scripps Xxxxxx X. Scripps, Jr. Xxxxx X. Scripps Xxxxxxxx X. Scripps (Klenzing) Xxxxxxx X. Scripps (Xxxx) Xxxxxxx X. Scripps Xxxxxxx Scripps Xxxxxxxx | ||
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| FAMILY SHAREHOLDERS (cont’d) |
| Xxxxxx X. Xxxxxxx |
| Xxxx Xxx X. Xxxxxxx |
| Scripps Family 1992 Revocable Trust, Dated 06-09-92 - Xxxxxxx X. Scripps |
| Xxxxxxxx X. Xxxxxxx |
| Xxxxxxx X. Scripps, Jr. |
| Xxxxx X. Scripps |
| Xxxxxxx Xxxxxxxx Scripps Xxxxx |
| Xxxx K. Scripps |
| Xxxxx X. Xx Xxx |
| Xxxx X. Scripps Trust under agreement dated 2/10/77 FBO Xxxxxxx |
| Scripps Xxxxx |
| Xxxx P. Scripps Trust FBO Xxxx X. Scripps under agreement dated 2/10/77 |
| Xxxx X. Scripps Trust under agreement dated 2/10/77 FBO Xxxxx X. Scripps |
| Xxxx X. Scripps Trust Exempt Trust under agreement dated 2/10/77 |
| Xxxxxxx X. Xxxxx 1983 Trust |
| Xxxx Xxxxx Scripps 1983 Trust |
| Xxxxx XxXxx Scripps 1983 Trust |
| Xxxx X. Scripps Trust FBO Xxxxxxx X. Xxxxx under agreement dated 12/28/84 |
| Xxxx X. Scripps Trust FBO Xxxxx XxXxx Scripps under agreement dated 12/28/84 |
| Xxxx X. Scripps Trust FBO Xxxx Xxxxx Scripps under agreement dated 12/28/84 |
| The Marital Trust of the La Dow Family Trust (subtrust of La Dow Family Trust) |
| Xxxxxxxx X. Xxxxx Trust under agreement dated 5/19/2004 |
| Xxxx X. Xx Xxx Trust under Agreement dated 10/27/2011 |
| Xxxxxxx X. Xxxxx |
| Xxxxxx X. Xxxxx |
| Xxxxx Scripps Xxxxx |
| Xxxxxxx Xxxx XxXxxx |
| X. Xxxxxxxxx Scripps |
| Xxxxx X. Scripps |
| Xxxxxxx X. Scripps |
| Xxxx Xxxxxx |
| Xxxxx M. Scripps |
| Xxxx Xx Xxx |
| Xxxxx X. XxXxxx |
| Xxxxxxxxx X. Xxxxx |
| Xxxxxx X. Xxxxxxxxxx |
| Xxx X. Scripps |
| Xxxxxx X. Scripps |
| Xxxxxxxx X. Scripps |
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| FAMILY SHAREHOLDERS (cont’d) | ||
| Xxxx X. Scripps | ||
| Megan Scripps Xxxxxxxxxxx | ||
| Estate of Xxxxx X. Xxxxxxx | ||
| Amendment to Scripps Family Agreement, dated July 31, 2014 | ||
| Estate of Xxxxxx X. Scripps, Jr. | ||
| Xxxxx XxXxx Scripps Kaheny | ||
| Xxxxxx X. Xxxxx Irrevocable Trust under agreement dated 11/13/12 | ||
| La Dow Family Trust under agreement dated 6/29/2004 | ||
| The Xxxxx X. Scripps Trust under agreement dated 11/13/2002 | ||
| The Xxxx X. Scripps Family Revocable Trust | ||
| Xxxxxx Xxxxxx | ||
| Xxxx Xxxxx | ||
| Xxxxx Scripps | ||
| Xxxxxx X.X. Scripps | ||
| Welland Scripps | ||
| Xxxxxx Scripps | ||
| Xxxxxxx X. Scripps Jr | ||
| Xxxx Xxxxx Scripps 2013 Revocable Trust | ||
| R. Xxxxxxx Xxxxxxxxxx | ||
| Xxxxxxx X. Xxxxxxxx | ||
| Xxxxxxx X. Xxxxxxx | ||
| Xxxxx Xxxxxxx | ||
| Xxxxxxxxx Scripps Xxxxxxx | ||
| Xxxxxx X. Xxxxxxx | ||
| Xxxxxxxx X. Xxxxxxx Xx. | ||
| By: | /s/ Xxxxx M. Scripps | |
| Xxxxx M. Scripps, Attorney-in-Fact for the Family Shareholders listed above on pages 2, 3, and 4 hereof | ||
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