Exhibit 10.5
FORM OF VOTING AGREEMENT
This Voting Agreement ("Agreement") is entered into as of this
_______ day of _______, 1997 by and among Warburg, Xxxxxx Capital Company,
L.P. ("Capital Company"), Warburg, Xxxxxx Capital Partners, L.P. ("Capital
Partners"), Warburg, Xxxxxx Investors, L.P. ("Investors" and together with
Capital Company and Capital Partners, "Warburg, Xxxxxx") and Journal Register
Company, a Delaware corporation (the "Company").
W I T N E S S E T H
WHEREAS, Warburg, Xxxxxx owns in the aggregate 37,864,177 shares of
common stock, par value $.01 per share, of the Company, such stock
representing in excess of 50% of the voting power of the Company's voting
stock;
WHEREAS, the parties hereto have been advised by the Company's
independent public accountants that pooling of interests accounting treatment
is generally unavailable for a transaction involving a company that within
two years prior to the transaction had a stockholder that controlled more
than 50% of the voting power of such company; and
WHEREAS, the parties have been further advised by the Company's
independent public accountants that upon execution of this Agreement,
Warburg, Xxxxxx will be deemed to have divested itself of voting power in
excess of the 50% limitation for the purposes of the pooling of interest
accounting rules referred to above;
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each party, the parties hereto, intending to be legally
bound, agree as follows:
1. VOTING
At any time when a matter is brought to the vote of the Company's
stockholders and Warburg, Xxxxxx beneficially owns shares of the Company
voting stock representing more than
50% of the voting power of the Company's shares entitled to vote on
such matter (the "Limit"), then:
(a) Warburg, Xxxxxx may vote shares up to the Limit in its
discretion; and
(b) Warburg, Xxxxxx shall vote shares beneficially owned by it in
excess of the Limit in the same proportion as the shares voted by holders
other than Warburg, Xxxxxx are voted on such matter.
2. AMENDMENT OR TERMINATION
Except as set forth in paragraph 3 below, this Agreement may not be
amended or terminated without the concurrence of a majority of the votes of
the shares of the Company's voting stock voting on the matter at a meeting
duly called other than shares of Company's voting stock beneficially owned by
Capital Company, Capital Partners or Investors.
3. ADDITIONAL RIGHT TO TERMINATION
This Agreement shall also be terminated by Warburg, Xxxxxx on the
one hand, or the Company, on the other hand, if either shall have received an
opinion from a certified public accounting firm contrary to the advice
referred to in the third "Whereas" clause hereto and such opinion is
delivered to all the parties hereto.
4. COUNTERPARTS
This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
5. NOTICES
All notices, requests, demands and other communications under this
Agreement shall be in writing, shall be given by one of the methods specified
below, and shall be deemed to have been duly given (i) on the date of service
if served per-
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sonally on the party to whom notice is to be given, (ii) on the second
business day after delivery to an overnight courier service, provided receipt
of delivery has been confirmed, or (iii) upon receipt by the transmitting
party of confirmation or answer-back if delivery is by telex or telefax.
If to Capital Company, Capital Partners or Investors:
c/o Warburg, Xxxxxx & Co.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Company:
Journal Register Company
State Street Square
00 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxx Xxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
6. GOVERNING LAW
This Agreement shall be construed in accordance with, and governed
by, the laws of the State of Delaware, without regard to the principles of
conflicts of laws thereof.
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IN WITNESS WHEREOF, the parties to this Agreement have duly executed
it as of the date set forth above.
WARBURG, XXXXXX CAPITAL
COMPANY, L.P.
By:
-----------------------------
Name:
Title:
WARBURG, XXXXXX CAPITAL
PARTNERS, L.P.
By:
-----------------------------
Name:
Title:
WARBURG, XXXXXX INVESTORS, L.P.
By:-----------------------------
Name:
Title:
JOURNAL REGISTER COMPANY
By:
-----------------------------
Name:
Title:
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