EXHIBIT 4.12
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SECOND SUPPLEMENTAL INDENTURE
Dated as of June 12, 2000
SUPPLEMENTING AND AMENDING
THE
INDENTURE
Dated as of March 19, 1996
Between
THE TIMES MIRROR COMPANY
AND
CITIBANK, N.A.,
as Trustee
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SECOND SUPPLEMENTAL INDENTURE (this "SECOND SUPPLEMENTAL INDENTURE"), dated
as of June 12, 2000, between Tribune Company, a Delaware corporation ("TRIBUNE"
OR "SUCCESSOR"), The Times Mirror Company, a Delaware corporation (the
"Company"), and Citibank, N.A., a national banking association duly incorporated
and existing under the laws of the United States of America, as trustee (the
"TRUSTEE").
R E C I T A L S
The Company has heretofore executed and delivered to the Trustee a certain
Indenture dated as of March 19, 1996, (herein called the "INDENTURE") providing
for the issuance of (i) its 4.25% Premium Equity Participating Securities due
Xxxxx 00, 0000, (xx) its 6.65% Xxxxxxxxxx xxx Xxxxxxx 00, 0000, (xxx) its 7.45%
Xxxxxxxxxx xxx Xxxxxxx 00, 0000, (xx) its 7.25% Debentures due November 15, 2096
and (v) its 6.61% Debentures due September 15, 2027 (collectively, herein called
the "SECURITIES"). All capitalized terms used in this Second Supplemental
Indenture and not defined herein shall have the meanings assigned to them in the
Indenture.
Pursuant to an Agreement and Plan of Merger, dated as of March 13, 2000
between the Company and Tribune, the Company has been merged with and into
Tribune effective as of the date hereof (the "MERGER") under the General
Corporation law of the State of Delaware with Tribune being the surviving
corporation.
Section 801 of the Indenture provides that in the event the Company shall
consolidate with or merge into a successor company, the successor company shall
expressly assume, by an indenture supplemental to the Indenture, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and any premium and interest on all the
Securities and the performance or observance of every covenant of the Indenture
to be performed or observed by the Company and shall provide for conversion
rights in accordance therewith.
Section 901(1) of the Indenture provides that a supplemental indenture may
be entered into by the Company and the Trustee without the consent of any
Holders to evidence the succession of another Person to the Company, and the
assumption by any such successor of the covenants of the Company in the
Indenture and in the Securities.
The Company has furnished the Trustee with (i) an Officers' Certificate and
(ii) an Opinion of Counsel, each stating that all conditions precedent provided
for in the Indenture with respect to this Second Supplemental Indenture have
been complied with, and (iii) a copy of the Board Resolution authorizing the
execution of supplemental indentures including this Second Supplemental
Indenture.
All things necessary to authorize the assumption by the Successor of the
Company's obligations under the Indenture and to make this Second Supplemental
Indenture when executed by the parties hereto a valid and binding amendment of
and supplement to the Indenture have been done and performed.
1
NOW, THEREFORE, for and in consideration of the premises contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto do hereby mutually covenant
and agree as follows:
SECTION 1. Defined Terms; Amended Provisions.
1.1 Section 101 of the Indenture is hereby amended by adding the
following definitions:
"Tribune" means Tribune Company, a Delaware corporation.
"Tribune Common Stock" means common stock, par value $.01 per share,
of Tribune.
1.2 All references in the Indenture (including any and all exhibits
thereto) to the defined term Series A Common Stock shall be deemed to be
references to the defined term Tribune Common Stock.
1.3 Clause (2) of Section 105 of the Indenture is hereby amended and
restated in its entirety as follows:
(2) Tribune by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, first-class
postage prepaid, to Tribune addressed to it to the attention
of its Treasurer at the following address: Tribune Company,
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000.
SECTION 2. If pursuant to Section 301 of the Indenture any series of
Securities is convertible into the Company's Series A Common Stock, each holder
of the Securities shall have the right, during the period such Security shall be
convertible as specified in Section 1301 of the Indenture, to convert such
Security only into the kind and amount of securities, cash and other property
receivable upon consummation of the Merger by a holder of the number of shares
of Series A Common Stock of the Company into which such Security might have been
converted immediately prior to the Merger, assuming such holder of Series A
Common Stock of the Company failed to exercise his or her rights of election, if
any, as to the kind or amount of securities, cash and other property receivable
upon consummation of the Merger (provided that if the kind or amount of
securities, cash and other property receivable upon consummation of the Merger
is not the same for each share of Series A Common Stock of the Company in
respect of which such rights of election shall not have been exercised
("non-electing share"), then for the purpose of such Section the kind and amount
of securities, cash and other property receivable upon consummation of the
Merger by each non-electing share shall be deemed to be the kind and amount so
receivable per share by a plurality of the non-electing shares).
SECTION 3. This Second Supplemental Indenture shall become effective on the
date the Merger becomes effective and duly executed counterparts hereof shall
have been signed by the Trustee, the Company and Tribune.
2
SECTION 4. Subject to the terms of this Second Supplemental Indenture, the
Successor hereby expressly assumes, from and after the consummation of the
Merger, the due and punctual payment of the principal of and any premium and
interest on all the Securities and the performance or observance of every
obligation of the Company to be observed or performed by the Company under the
Indenture.
SECTION 5. The Successor shall, from and after the consummation of the
Merger, by virtue of the aforesaid assumption and the delivery of, and subject
to the terms of, this Second Supplemental Indenture, succeed to, and be
substituted for, and may exercise every right and power of, the Company under
the Indenture with the same effect as if the Successor had been named as the
Company in the Indenture.
SECTION 6. Subject to the terms of this Second Supplemental Indenture, the
Successor makes and reaffirms as of the date of execution of this Second
Supplemental Indenture all of the Company's representations, warranties,
covenants and agreements set forth in the Indenture.
SECTION 7. All covenants and agreements in this Second Supplemental
Indenture made by the Successor shall bind its successors and assigns, whether
so expressed or not.
SECTION 8. In case any provision in this Second Supplemental Indenture
shall be invalid, illegal or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 9. Nothing in this Second Supplemental Indenture, express or
implied, shall give to any Person, other than the parties hereto and their
successors under the Indenture and the Holders of the Securities, any benefit or
any legal or equitable right, remedy or claim under the Indenture.
SECTION 10. The Second Supplemental Indenture supplements the Indenture and
shall be a part and subject to all the terms thereof. Except as supplemented
hereby, the Indenture shall continue in full force and effect.
SECTION 11. This Second Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
* * * *
3
This Second Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunder affixed and attested, all as of the day and year first above written.
TRIBUNE COMPANY, a Delaware corporation
By: /s/ Crane X. Xxxxxx
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Name: Crane X. Xxxxxx
Title: Senior Vice President,
General Counsel and Secretary
[SEAL]
Attest:
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Assistant Secretary
THE TIMES MIRROR COMPANY, a Delaware
corporation
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
and General Counsel
[SEAL]
Attest:
By: /s/
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Name:
Title:
[Signature Page to the Second Supplemental Indenture]
CITIBANK, N.A., as Trustee
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Senior Trust Officer
[SEAL]
Attest:
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Assistant Vice President
[Signature Page to the Second Supplemental Indenture]
