EXHIBIT 4.1
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 (this "Amendment No. 1"), dated as of June 12, 2000,
between Tribune Company, a Delaware company (the "Company"), and First Chicago
Trust Company of New York, as Rights Agent (the "Rights Agent"), amends the
Rights Agreement, dated as of December 12, 1997 (the "Rights Agreement").
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Rights Agreement.
RECITALS
WHEREAS, the Company and the Rights Agent have executed and entered into
the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and
the Rights Agent may from time to time supplement or amend the Rights Agreement
in accordance with the provisions of Section 27 thereof;
WHEREAS, the Company is a party to an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of March 13, 2000, between the Company and The
Times Mirror Company;
WHEREAS, pursuant to the Merger Agreement the Company has agreed to amend
the Rights Agreement to permit Xxxxxxxx Trust No. 1 and Xxxxxxxx Trust No. 2,
and the trustees of each of Xxxxxxxx Trust No. 1 and Xxxxxxxx Trust No. 2, to
beneficially own Common Shares acquired by them pursuant to the Merger
Agreement, or otherwise beneficially owned (as such term is used in the Rights
Agreement) by them on June 12, 2000, without becoming an "Acquiring Person" or
causing any other adverse consequences under the Rights Agreement so long as
they do not impermissibly acquire beneficial ownership of any additional Common
Shares after June 12, 2000;
WHEREAS, the Board of Directors of the Company has determined that it is
in the best interests of the Company and its stockholders to amend the Rights
Agreement as set forth above and as provided below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. The definition of Acquiring Person in Section 1(a) of the Rights Agreement is
hereby modified and amended by adding the following sentence at the end of
the last sentence thereof:
"Notwithstanding anything in this Agreement to the
contrary, neither of the trusts known as the Xxxxxxxx
Trusts, under Trust Agreements dated June 26, 1935
("Xxxxxxxx Trust No. 1" and "Xxxxxxxx Trust No. 2"),
nor any of the trustees of Xxxxxxxx Trust No. 1 or
Xxxxxxxx Trust No. 2 whose beneficial ownership of
Common Shares is aggregated with such trusts shall be
deemed to be an Acquiring Person so long as such trusts
and trustees do not acquire beneficial ownership of any
additional
Common Shares after June 12, 2000, provided that
neither Xxxxxxxx Trust No.1, Xxxxxxxx Trust No. 2, nor
any of the trustees of Xxxxxxxx Trust No. 1 or Xxxxxxxx
Trust No. 2 whose beneficial ownership of Common Shares
is aggregated with such trusts shall be deemed to be an
Acquiring Person as a result of the acquisition of
beneficial ownership of any additional Common Shares
after June 12, 2000 if (i) the Board of Directors of
the Company determines in good faith that such
additional Common Shares were inadvertently acquired,
and such additional Common Shares are divested as
promptly as practicable, (ii) such acquisition of
additional Common Shares is in connection with the
conversion of Company preferred shares as contemplated
by the certificates of designation of the Company
Series C, Series D-1, or Series D-2 preferred shares or
is in connection with a liquidating distribution from
TMCT, LLC or TMCT II, LLC, (iii) such acquisition of
additional Common Shares is in connection with a
corporate transaction approved by the Board of
Directors, such as a distribution or dividend to all
shareholders, (iv) such acquisition of additional
Common Shares is as a result of the grant or exercise
of options granted pursuant to any option plan of the
Company or the award of any Common Shares or units
representing Common Shares as compensation to any
current or future trustee of Xxxxxxxx Trust No. 1 or
Xxxxxxxx Trust No. 2 who is or becomes a member of the
Board of Directors or an employee of the Company, (v)
such acquisition of additional Common Shares results
from Common Shares beneficially owned by a person
selected as trustee of Xxxxxxxx Trust No. 1 or Xxxxxxxx
Trust No. 2 after June 12, 2000 being aggregated with
Common Shares beneficially owned by Xxxxxxxx Trust Xx.
0, Xxxxxxxx Xxxxx Xx. 0 and the other trustees,
provided that such additional Common Shares (exclusive
of any shares covered by clause (iv) of this sentence
or beneficially owned as a result of the grant or
exercise of options granted by the Times Mirror
Company) shall not exceed shares with an aggregate
value of $2,000,000 valued at the time such person
becomes a trustee of Xxxxxxxx Trust No. 1 or Xxxxxxxx
Trust No. 2, or (vi) such acquisition of additional
Common Shares by Xxxxxxxx Trust No. 1 or Xxxxxxxx Trust
No. 2 or the trustees thereof does not exceed shares
with an aggregate value of $2,000,000 valued at the
time any such shares are acquired, and exclusive of any
shares acquired as permitted by clauses (i), (ii),
(iii), (iv) and (v) of this sentence but inclusive of
any shares previously acquired pursuant to this clause
(vi), and provided further that, notwithstanding
anything in this Agreement to the contrary, Common
Shares beneficially owned by any beneficiaries of
Xxxxxxxx Trust No. 1 or Xxxxxxxx Trust No. 2 who are
neither trustees nor affiliates of either of such
trusts, shall not be aggregated (by virtue of their
status as beneficiaries of the trusts or by virtue of
their status as "Associates" of the trusts as such
status is described in clause (2) of the definition of
"Associate" in Rule 12b-2 of the Exchange Act) with
Common Shares beneficially owned by such trusts or the
trustees thereof for purposes of determining whether
any of such beneficiaries, such trusts or such trustees
shall be deemed to be an Acquiring Person."
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2. The second sentence of Section 2 of the Rights Agreement is hereby modified
and amended by adding the following clause at the end of the sentence,
immediately prior to the period: "upon ten (10) days prior written notice to
the Rights Agent".
3. Section 2 of the Rights Agreement is hereby modified and amended by adding
the following new sentence at the end of the paragraph: "The Rights Agent
shall have no duty to supervise, and shall in no event be liable for the acts
or omissions of any such Co-Rights Agent."
4. The second sentence of the first paragraph of Section 18 of the Rights
Agreement is hereby modified and amended by adding the word "gross" prior to
the word "negligence".
5. Section 20(c) of the Rights Agreement is hereby modified and amended by
adding the word "gross" prior to the word "negligence".
6. This amendment may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute one and
the same instrument.
7. This Amendment shall be deemed to be a contract made under the laws of the
State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts to be made and
performed entirely within such State.
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IN WITNESS WHEREOF, this Amendment has been duly executed by the Company
and the Rights Agent as of the day and year first written above.
TRIBUNE COMPANY
By: /s/ Crane X. Xxxxxx
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Name: Crane X. Xxxxxx
Title: Senior Vice President,
General Counsel and
Secretary
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Director, Corporate Actions
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