Exhibit 10.5
VOTING AGREEMENT
This Voting Agreement ("Agreement") is entered into as of this 6th
day of May, 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 interests 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 (i) contrary to the advice
referred to in the third "Whereas" clause hereto and such opinion is delivered
to all the parties hereto or (ii) if APB 16 has been amended, revised, revoked
or superseded such that pooling of interest accounting treatment is no longer
available under United States generally accepted accounting principles.
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 personally 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.
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: /S/ XXXX X. XXXXXXX
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Name:
Title:
WARBURG, XXXXXX CAPITAL
PARTNERS, L.P.
By: /S/XXXX X. XXXXXXX
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Name:
Title:
WARBURG, XXXXXX INVESTORS,
L.P.
By: /S/ XXXX X. XXXXXXX
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Name:
Title:
JOURNAL REGISTER COMPANY
By: /S/ XXXX X. XXXXXXX
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Name:
Title:
