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EXHIBIT 4.11
THE TIMES MIRROR COMPANY
[COMMON STOCK] [PREFERRED STOCK] WARRANT AGREEMENT
THIS WARRANT AGREEMENT, dated as of ________________, is
between The Times Mirror Company, a Delaware corporation (hereinafter called
the "Company"), and ________________, as Warrant Agent (herein called the
"Warrant Agent").
WHEREAS, the Company proposes to sell [if Warrants are sold
with other securities -- [title of such other securities being offered] (the
"Offered Securities") with] warrant certificates evidencing one or more
warrants (the "Warrants" or individually a "Warrant") representing the right to
purchase the [Common Stock] [Preferred Stock] of the Company (the "Warrant
Securities"), such warrant certificates and other warrant certificates issued
pursuant to this Agreement being herein called the "Warrant Certificates"; and
WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company in connection with the issuance, exchange, exercise and
replacement of the Warrant Certificates, and in this Agreement wishes to set
forth, among other things, the form and provisions of the Warrant Certificates
and the terms and conditions on which they may be issued, exchanged, exercised
and replaced;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto agree as follows:
___________________________
* Complete or modify the provisions of this Warrant Agreement as
appropriate to reflect the terms of the Warrants, Warrant Securities
and offered Securities.
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ARTICLE 1.
ISSUANCE OF WARRANTS AND EXECUTION AND
DELIVERY OF WARRANT CERTIFICATES
SECTION 1.01. Issuance of Warrants. [If Warrants alone --
Upon issuance, each Warrant Certificate shall evidence one or more Warrants.]
[If Offered Securities and Warrants -- Warrants shall be [initially] issued in
connection with the issuance of the Offered Securities [but shall be separately
transferable on and after (the "Detachable Date")] [and shall not be separately
transferable], and each Warrant Certificate shall evidence one or more
Warrants.] Each Warrant evidenced thereby shall represent the right, subject
to the provisions contained herein and therein, to purchase one Warrant
Security. If Offered Securities and Warrants -- Warrant Certificates shall be
initially issued in units with the Offered Securities, and each Warrant
Certificate included in such a unit shall evidence ______ Warrants for each
[$__________ in principal amount] [______ shares] of Offered Securities
included in such unit.]
SECTION 1.02. Execution and Delivery of Warrant Certificates.
Each Warrant Certificate, whenever issued, shall be in registered form
substantially in the form set forth in Exhibit A hereto, shall be dated
_______________ and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Warrants may be listed, or to conform to usage. The Warrant Certificates shall
be signed on behalf of the Company by its Chairman of the Board, its Vice
Chairman of the Board, the Chief Executive Officer, its President or one of its
Vice Presidents and by its Secretary or one of its Assistant Secretaries under
its corporate seal reproduced thereon. Such signatures may be manual or
facsimile signatures of such authorized officers and may be imprinted or
otherwise reproduced on the Warrant Certificates. The seal of the company may
be in the form of a facsimile thereof and may be impressed, affixed, imprinted
or otherwise reproduced on the warrant Certificates.
No warrant certificate shall be valid for any purpose, and no
Warrant evidenced thereby shall be exercisable, until such Warrant Certificate
has been countersigned by the manual signature of the Warrant Agent. Such
signature by the Warrant Agent upon any Warrant
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Certificate executed by the Company shall be conclusive evidence that
the Warrant Certificate so countersigned has been duly issued hereunder.
In case any officer of the Company who shall have signed any
of the Warrant Certificates either manually or by facsimile signature shall
cease to be such officer before the Warrant Certificates so signed shall have
been countersigned and delivered by the Warrant Agent, such Warrant
Certificates may be countersigned and delivered notwithstanding that the person
who signed such Warrant Certificates ceased to be such officer of the Company,
and any Warrant Certificate may be signed on behalf of the Company by such
persons as, at the actual date of the execution of such Warrant Certificate,
shall be the proper officers of the Company, although at the date of the
execution of this Agreement any such person was not such officer.
The term "holder" or "holder of a Warrant Certificate" as used
herein shall mean any person in whose name at the time any Warrant Certificate
shall be registered upon the books to be maintained by the Warrant Agent for
that purpose [If Offered Securities and Warrants are not immediately detachable
-- or upon the register of the Offered Securities prior to the Detachable Date.
Prior to the Detachable Date, the Company will, or will cause the registrar of
the Offered Securities to, make available at all times to the Warrant Agent
such information as to holders of the Offered Securities with Warrants as may
be necessary to keep the Warrant Agent's records up to date].
SECTION 1.03. Issuance of Warrant Certificates. Warrant
Certificates evidencing the right to purchase an aggregate not exceeding
_________ Warrant Securities (except as provided in Sections 2.04(c), 3.02 and
4.01) may be executed by the Company and delivered to the Warrant Agent upon
the execution of this Warrant Agreement or from time to time thereafter. The
Warrant Agent shall, upon receipt of Warrant Certificates duly executed on
behalf of the Company, countersign Warrant Certificates evidencing warrants
representing the right to purchase up to ______ Warrant Securities and shall
deliver such Warrant Certificates to or upon the order of the Company.
Subsequent to such original issuance of the Warrant Certificates, the Warrant
Agent shall countersign a Warrant Certificate only if the Warrant certificate
is issued in exchange or substitution for one or more previously countersigned
Warrant Certificates or in connection with their transfer, as hereinafter
provided.
Section 1.04. Temporary Warrant Certificates. Pending the
preparation of definitive Warrant Certificates, the Company may execute, and
upon the order of the Company,
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the Warrant Agent shall authenticate and deliver, temporary Warrant
Certificates which are printed, lithographed, typewritten, mimeographed or
otherwise produced substantially of the tenor of the definitive Warrant
Certificate in lieu of which they are issued and with such insertions,
omissions, substitutions and other variations as the officers executing such
Warrant Certificate may determine as appropriate, as evidenced by their
execution of such Warrant Certificates.
If temporary Warrant Certificates are issued, the Company will
cause definitive Warrant Certificates to be prepared without unreasonable
delay. After the preparation of definitive Warrant Certificates, the temporary
Warrant Certificates shall be exchangeable for definitive Warrant Certificates
upon surrender of the temporary Warrant Certificates at the corporate trust
office of the Warrant Agent [or _______________], without charge to the holder.
Upon surrender for cancellation of any one or more temporary Warrant
Certificates the Company shall execute and the Warrant Agent shall authenticate
and deliver in exchange therefor definitive Warrant Certificates representing
the same aggregate number of Warrants. Until so exchanged, the temporary
Warrant Certificates shall in all respects be entitled to the same benefits
under this Agreement as definitive Warrant Certificates.
ARTICLE II.
WARRANT PRICE, DURATION AND
EXERCISE OF WARRANTS
SECTION 2.01. Warrant Price. During the period from
_______________, through and including _______________, the exercise price of
each Warrant will be ____________, subject to adjustment as provided in Section
2.02. Such purchase price of Warrant Securities is referred to in this
Agreement as the "Warrant Price." Other than as provided in Section 2.02
herein, no adjustment shall be made for any dividends on any Warrant Securities
issuable upon exercise of any Warrant.
SECTION 2.02. Adjustments in Warrant Price.
(1) The Warrant Price, the number of shares purchasable
upon exercise of the Warrants and the number of Warrants outstanding shall be
subject to adjustment as follows:
(A) In case the Company shall at any time (i)
declare a dividend on the [Common Stock] [Preferred Stock] in shares of its
capital stock, (ii) subdivide its outstanding [Common Stock] [Preferred Stock],
(iii) combine the
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outstanding [Common Stock] [Preferred Stock] into a smaller number of shares or
(iv) issue any shares of its capital stock by reclassification of the [Common
Stock] [Preferred Stock] (including any such reclassification in connection
with a consolidation or merger in which the Company is the surviving company),
the number of shares purchasable upon exercise of each Warrant immediately
prior to the date of such event shall be proportionately adjusted so that the
holder of each Warrant shall be entitled to receive upon payment of the Warrant
Price the aggregate number of shares of the Company that, if such Warrant had
been exercised immediately prior to the occurrence of such event, such holder
would have owned or have been entitled to receive immediately after the
occurrence of such event. Such adjustment shall be made successively whenever
any event listed above shall occur.
(B) In case the Company shall issue rights or
warrants to all holders of its [Common Stock] [Preferred Stock] (which rights
or warrants are not available on an equivalent basis to holders of the
Warrants) entitling them to subscribe for or purchase [Common Stock] [Preferred
Stock] at a price per share less than the current market price per share (as
defined in subparagraph (E) of this Section), at the record date for the
determination of stockholders entitled to receive such rights or warrants, the
number of shares purchasable upon exercise of each Warrant shall be adjusted
(subject to the limitations contained in subparagraph (G) of this Section) by
multiplying the number of shares purchasable upon exercise of each Warrant in
effect immediately prior to such record date by a fraction, the numerator of
which shall be the number of shares of [Common Stock] [Preferred Stock]
outstanding on such date of issue plus the number of additional shares of
[Common Stock] [Preferred Stock] to be offered for subscription or purchase and
the denominator of which shall be the number of shares of [Common Stock]
[Preferred Stock] outstanding on the date of issue plus the number of shares of
[Common Stock] [Preferred Stock] that the aggregate offering price of the total
number of shares of [Common Stock] [Preferred Stock] so to be offered would
purchase at such current market price. Such adjustment shall become effective
at the close of business on such record date; provided, however, to the extent
that [Common Stock] [Preferred Stock] is not delivered after the expiration of
such rights or warrants, the number of shares purchasable upon exercise of each
Warrant shall be readjusted (but only with respect to Warrants exercised after
such expiration) to the number of shares purchasable upon exercise of each
Warrant that would then be in effect had the adjustments made upon the issuance
of such rights or warrants been made upon the basis of delivery of only the
number of shares of [Common Stock] [Preferred Stock] actually issued.
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(C) In case the Company shall distribute to all
holders of [Common Stock] [Preferred Stock] (including any such distribution
made in connection with a consolidation or merger in which the Company is the
surviving company) evidences of its indebtedness or assets (including
securities but excluding cash dividends or distributions paid out of retained
earnings and dividends payable in [Common Stock] [Preferred Stock]) or
subscription rights or warrants (excluding those referred to in subparagraph
(B) of this Section), the number of shares purchasable upon exercise of each
Warrant shall be adjusted (subject to the limitations contained in subparagraph
(G) of this Section) by multiplying the number of shares purchasable upon
exercise of each Warrant in effect immediately prior to the record date for
determination of stockholders entitled to receive such distribution by a
fraction, the numerator of which shall be the current market price per share of
[Common Stock] [Preferred Stock] (as defined in subparagraph (E) of this
Section) on such record date and the denominator of which shall be such current
market price per share of [Common Stock] [Preferred Stock], less the fair
market value (as determined by the Board of Directors, whose determination
shall be conclusive) of the portion of the evidences of indebtedness or assets
or subscription rights or warrants so to be distributed that are applicable to
one share of [Common Stock] [Preferred Stock]. Such adjustment shall become
effective at the close of business on such record date.
If after the distribution date (the "Distribution Date") for
purposes of distributing to holders of the [Common Stock] [Preferred Stock] any
stockholder protection, "poison pill" or other similar rights to subscribe for
securities of the Company or any other entity ("Shareholder Rights"),
exercising holders of the Warrant are not entitled to receive the Shareholder
Rights that would otherwise be attributable (but for the date of exercise) to
the shares of [Common Stock] [Preferred Stock] received upon such exercise,
then adjustment of the number of shares purchasable upon exercise of each
Warrant shall be made under this subparagraph (C) as if the Shareholder Rights
were then being distributed to holders of the Company's [Common Stock]
[Preferred Stock]. If such an adjustment is made and the Shareholder Rights
are later [redeemed,] invalidated or terminated, then a corresponding reversing
adjustment shall be made to the number of shares purchasable upon exercise of
each Warrant, on an equitable basis, to take account of such event. However,
the Company may elect to make provision with respect to the Shareholder Rights
so that each share of [Common Stock] [Preferred Stock] issuable upon exercise
of each Warrant, whether or not issued after the Distribution Date for such
Shareholder Rights, will be accompanied by the Shareholder Rights that would
otherwise be attributable (but for the date of exercise) to such shares
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of [Common Stock] [Preferred Stock], in which event the preceding two sentences
will not apply. The foregoing provisions shall be applicable to all such
rights plan(s) of the Company.
(D) After each adjustment of the number of shares
purchasable upon exercise of each Warrant pursuant to this Section, the Warrant
Price shall be adjusted by multiplying such Warrant Price immediately prior to
such adjustment by a fraction of which the numerator shall be the number of
shares purchasable upon exercise of each Warrant immediately prior to such
adjustment, and the denominator of which shall be the number of shares so
purchasable immediately thereafter.
(E) For the purpose of any computation under
subparagraphs (B) and (C) of this Section, the current market price per share
of [Common Stock] [Preferred Stock] on any record date shall be deemed to be
the average of the daily closing prices for the five consecutive business days
selected by the Board of Directors commencing not more than 20 trading days
before, and ending not later than, the earlier of the day in question and the
day before the "ex" date with respect to the issuance or distribution requiring
such computation. For this purpose, the term "'ex' date," when used with
respect to any issuance or distribution, shall mean the first date on which the
[Common Stock] [Preferred Stock] trades regular way on the applicable exchange
or in the applicable market without the right to receive such issuance or
distribution. The closing price for each date shall be the reported last sale
price regular way or, in case no such reported sale takes place on such day,
the average of the reported closing bid and asked prices regular way, in either
case on the New York Stock Exchange or, if the [Common Stock] [Preferred Stock]
is not listed or admitted to trading on such exchange, on the principal
national securities exchange on which the [Common Stock] [Preferred Stock] is
listed or admitted to trading, or, if not listed or admitted to trading on any
national securities exchange, on the National Association of Securities Dealers
Automated Quotations National Market System or, if the [Common Stock]
[Preferred Stock] is not listed or admitted to trading on any national
securities exchange or quoted on such National Market System, the average of
the closing bid and asked prices in the over-the-counter market as furnished by
any New York Stock Exchange member firm selected from time to time by the
Company for that purpose.
(F) In the case of any (i) consolidation or
merger of the Company with or in to any entity (other than a consolidation or
merger that does not result in any reclassification, conversion, exchange or
cancellation of outstanding shares of [Common Stock] [Preferred Stock] of the
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Company), (ii) sale, transfer, lease or conveyance of all or substantially all
of the assets of the Company or (iii) reclassification, capital reorganization
or change of the [Common Stock] [Preferred Stock] (other than solely a change
in par value, or from par value to no par value), each holder of any Warrant
then outstanding shall have the right thereafter upon exercise of such Warrant
to receive only the kind and amount of securities, cash and other property
receivable upon such consolidation, merger, sale, transfer, capital
reorganization or reclassification by a holder of the number of shares of
[Common Stock] [Preferred Stock] of the Company for which such Warrant would
have been exercised immediately prior to such consolidation, merger, sale,
transfer, capital reorganization or reclassification, assuming such holder of
[Common Stock] [Preferred Stock] of the Company is not an entity with which the
Company consolidated or into which the Company merged or which merged into the
Company or to which such sale or transfer was made, as the case may be
("constituent entity"), or an affiliate of a constituent entity, and 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 such consolidation, merger,
sale or transfer (provided that if the kind or amount of securities, cash and
other property receivable upon such consolidation, merger, sale or transfer is
not the same for each share of [Common Stock] [Preferred Stock] of the Company
held immediately prior to such consolidation, merger, sale or transfer by other
than a constituent entity or an affiliate thereof and in respect of which such
rights of election shall not have been exercised ("non-electing share"), then
for the purpose of this subsection (E) the kind and amount of securities, cash
and other property receivable upon such consolidation, merger, sale or transfer
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). If
necessary, appropriate adjustment shall be made in the application of the
provisions set forth herein with respect to the rights and interests thereafter
of the holders of the Warrant, to the end that the provisions set forth herein
shall thereafter correspondingly be made applicable, as nearly as may
reasonably be, in relation to any shares of stock or other securities or
property thereafter deliverable on the exercise of the Warrant. The above
provisions shall similarly apply to successive consolidations, mergers, sales,
transfers, capital reorganizations and reclassifications. The Company shall
not effect any such consolidation, merger, sale or transfer, unless prior to or
simultaneously with the consummation thereof the successor company or entity
(if other than the Company) resulting from such consolidation, merger, sale or
transfer shall assume, by written instrument, the obligation to deliver to the
holder of each Warrant such shares of stock, securities or assets as, in
accordance with the foregoing
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provisions, such holder may be entitled to receive under this Section 2.02.
(G) No adjustment in the number of shares
purchasable upon exercise of each Warrant will be made for the issuance of
shares of capital stock to employees pursuant to the Company's or any of its
subsidiaries' stock option, stock ownership or other benefit plans. No
adjustment will be required to be made in the number of shares purchasable upon
exercise of each Warrant until cumulative adjustments require an adjustment of
at least 1% of such number of shares.
(H) In any case in which this Section 2.02(1)
shall require that an adjustment be made retroactively immediately following a
record date, the Company may elect to defer for a reasonable period not to
exceed _____ days issuing to the holder of any warrant exercised after such
record date the shares of the Company issuable upon such exercise over and
above the shares issuable upon such exercise only on the basis of the warrant
exercise price prior to adjustment.
(I) Except as herein otherwise expressly
provided, no adjustment in the Warrant Price shall be made by reason of the
issuance of shares, or securities convertible into or exchangeable for shares,
or securities carrying the right to purchase any of the foregoing or for any
other reason whatsoever.
(J) Irrespective of any of the adjustments in the
Warrant Price or the number of shares, Warrant Certificates theretofore issued
may continue to express the same prices and number of shares as are stated in a
similar Warrant Certificate issuable initially, or at some subsequent time,
pursuant to this Agreement, and such number of shares specified therein shall
be deemed to have been so adjusted.
[(2) No fractional shares of [Common Stock] [Preferred Stock]
shall be issued upon the exercise of Warrants. If more than one Warrant shall
be exercised at one time by the same holder, the number of full shares that
shall be issuable upon such exercise shall be computed on the basis of the
aggregate number of shares purchased pursuant to the Warrants so exercised.
Instead of any fractional share of [Common Stock] [Preferred Stock] that would
otherwise be issuable upon exercise of any Warrant, the Company shall pay a
cash adjustment in respect of such fraction in an amount equal to the same
fraction of the last sales price (or bid price if there were no sales) per
share of [Common Stock] [Preferred Stock] in either case as reported in the
principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange on the business
day that next precedes the day of
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exercise or, if the [Common Stock] [Preferred Stock] is not then listed or
admitted to trading on the New York Stock Exchange, an amount equal to the same
fraction of the market price per share of [Common Stock] [Preferred Stock] (as
determined in a manner described by the Board of Directors of the Company) at
the close of business on the business day that next precedes the day of
exercise.]
(3) Before taking any action that would cause an
adjustment decreasing the Warrant Price so that the Warrant Price is below the
then par value of the shares of [Common Stock] [Preferred Stock], the Company
will take any corporate action that may, in the opinion of its counsel, be
necessary in order that the Company may validly and legally issue fully paid
and nonassessable shares of [Common Stock] [Preferred Stock] at the Warrant
Price as so adjusted.
(4) Whenever the Warrant Price then in effect is adjusted
as herein provided, the Company shall mail to each holder of the Warrants at
such holder's address as it shall appear on the books of the Company a
statement setting forth the adjusted Warrant Price, then and thereafter
effective under the provisions hereof together with the facts, in reasonable
detail, upon which such adjustment is based.
[(5) In case (i) the Company shall declare a dividend (or any
other distribution) on its [Common Stock] [Preferred Stock] payable otherwise
than in cash out of its current or retained earnings, or (ii) the Company shall
authorize the granting to the holders of its [Common Stock] [Preferred Stock]
of rights to subscribe for or purchase any shares of capital stock of any class
or of any other rights, or (iii) there is to be any reclassification of the
[Common Stock] [Preferred Stock] of the Company (other than a subdivision or
combination of its outstanding shares of [Common Stock] [Preferred Stock]), or
any consolidation or merger to which the Company is a party as described in
Section 3.04 herein and for which approval of any stockholders of the Company
is required, or (iv) any distribution is to be made on or in respect of the
[Common Stock] [Preferred Stock] in connection with the dissolution,
liquidation or winding up of the Company as described in Section 3.04 herein,
then the Company shall mail to each holder of Warrants at such holder's address
as it shall appear on the books of the Company, at least (twenty (20) days (or
ten (10) days in any case specified in clause (i) or (ii) above)) prior to the
applicable record date hereinafter specified, a notice stating (x) the record
date for such dividend, distribution or granting of rights, or, if a record is
not to be taken, the date as of which the holders of [Common Stock] [Preferred
Stock] of record to be entitled to such dividend, distribution or granting of
rights are to be determined, or (y) the date on
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which such reclassification, consolidation, merger, dissolution, liquidation or
winding up is expected to become effective, and the date as of which it is
expected that holders of [Common Stock] [Preferred Stock] of record shall be
entitled to exchange their shares of [Common Stock] [Preferred Stock] for
securities or other property deliverable upon such reclassification,
consolidation, merger, dissolution, liquidation or winding up. No failure to
mail such notice nor any defect therein or in the mailing thereof shall affect
any such transaction or any adjustment in the Warrant Price required by this
Section 2.02.]
SECTION 2.03. Duration of Warrants. Each Warrant may be
exercised in whole at any time, as specified herein, on or after [the date
thereof] [_________________] and at or before 5 P.M., [New York City] [Los
Angeles] time, on _______________ or such later date as the Company may
designate, by notice to the Warrant Agent and the holders of Warrant
Certificates mailed to their addresses as set forth in the record books of the
Warrant Agent (the "Expiration Date"). Each Warrant not exercised at or before
5 P.M., [New York City] [Los Angeles] time, on the Expiration Date shall become
void, and all rights of the holder of the Warrant Certificate evidencing such
Warrant under this Agreement shall cease.
SECTION 2.04. Exercise of Warrants.
(a) During the period specified in Section 2.03, any
whole number of Warrants may be exercised by providing certain information as
set forth on the reverse side of the Warrant Certificate and by paying in full,
in [lawful money of the United States of America] [in cash or by certified
check or official bank check or by bank wire transfer, in each case,] [by bank
wire transfer] in [immediately available] [next-day] funds the Warrant Price
for each Warrant exercised, to the Warrant Agent at its corporate trust office
[or at __________], provided that such exercise is subject to receipt within
five (5) business days of such [payment] [wire transfer] by the Warrant Agent
of the Warrant Certificate with the form of election to purchase warrant
securities set forth on the reverse side of the Warrant Certificate properly
completed and duly executed. The date on which payment in full of the Warrant
Price is received by the Warrant Agent shall, subject to receipt of the Warrant
Certificate as aforesaid, be deemed to be the date on which the Warrant is
exercised. The Warrant Agent shall deposit all funds received by it in payment
of the Warrant Price in an account of the Company maintained with it and shall
advise the Company by telephone at the end of each day on which a [payment]
[wire transfer] for the exercise of Warrants is received of the amount so
deposited to its account. The Warrant Agent shall
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promptly confirm such telephone advice to the Company in writing.
(b) The Warrant Agent shall, from time to time, as
promptly as reasonably practicable, advise the Company of (i) the number of
Warrants exercised, (ii) the instructions of each holder of the Warrant
Certificates evidencing such Warrants with respect to delivery of the Warrant
Securities to which such holder is entitled upon such exercise, (iii) delivery
of Warrant Certificates evidencing the balance, if any, of the Warrants
remaining after such exercise, and (iv) such other information as the Company
shall reasonably require.
(c) As soon as reasonably practicable after the exercise
of any Warrant, the Company shall issue to or upon the order of the holder of
the Warrant Certificate evidencing such Warrant, the Warrant Securities to
which such holder is entitled, in fully registered form, registered in such
name or names as may be directed by such holder. If fewer than all of the
Warrants evidenced by such Warrant Certificate are exercised, the Company shall
execute, and an authorized officer of the Warrant Agent shall manually
countersign and deliver a new Warrant Certificate evidencing the number of such
Warrants remaining unexercised.
(d) The Company shall not be required to pay any stamp or
other tax or other governmental charge required to be paid in connection with
any transfer involved in the issue of the Warrant Securities, and in the event
that any such transfer is involved, the Company shall not be required to issue
or delivery any Warrant Security until such tax or other charge shall have been
paid or it has been established to the Company's satisfaction that no such tax
or other charge is due.
(e) Prior to the issuance of any Warrants there shall
have been reserved, and the Company shall at all times keep reserved, out of
its authorized but unissued Warrant Securities, a number of shares sufficient
to provide for the exercise of the Warrant Certificates.
ARTICLE III.
OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES
SECTION 3.01. No Rights as Warrant Securityholder Conferred
by Warrants or Warrant Certificates. No Warrant Certificates or Warrant
evidenced thereby shall entitle the holder thereof to any of the rights of a
holder of Warrant Securities, including, without limitation, the right to
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receive the payment of dividends or distributions, if any, on the Warrant
Securities or to exercise any voting rights.
SECTION 3.02. Lost, Stolen, Mutilated or Destroyed Warrant
Certificates. Upon receipt by the Warrant Agent of evidence reasonably
satisfactory to it and the Company of the ownership of and the loss, theft,
destruction or mutilation of any Warrant Certificate and of indemnity
reasonably satisfactory to the Warrant Agent and the Company and, in the case
of mutilation, upon surrender thereof to the Warrant Agent for cancellation,
then, in the absence of notice to the Company or the Warrant Agent that such
Warrant Certificate has been acquired by a bona fide purchaser, the Company
shall execute, and an authorized officer of the Warrant Agent shall manually
countersign and deliver, in exchange for or in lieu of the lost, stolen,
destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the
same tenor and evidencing a like number of Warrants. Upon the issuance of any
new Warrant Certificate under this Section, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Warrant Agent) in connection therewith. Every substitute
Warrant Certificate executed and delivered pursuant to this Section in lieu of
any lost, stolen or destroyed Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to the benefits of this Agreement
equally and proportionately with any and all other Warrant Certificates duly
executed and delivered hereunder. The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement of mutilated, lost, stolen or destroyed Warrant
Certificates.
SECTION 3.03. Holder of Warrant Certificate May Enforce
Rights. Notwithstanding any of the provisions of this Agreement, any holder of
a Warrant Certificate, without the consent of the Warrant Agent, the holder of
any Warrant Securities or the holder of any other Warrant Certificate, may, in
such holder's own behalf and for such holder's own benefit, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce, or otherwise in respect of, such holder's right to
exercise the Warrants evidenced by such holder's Warrant Certificate in the
manner provided in such holder's Warrant Certificate and in this Agreement.
SECTION 3.04. Reclassification, Consolidation, Merger, Sale,
Conveyance or Lease. In case any of the following shall occur while any
Warrants are outstanding: (a) any reclassification or change of the outstanding
shares of Warrant Securities (other than solely a change in par value
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or from par value to no par value), or (b) any consolidation or merger to which
the Company is party (other than a consolidation or a merger in which the
Company is the continuing corporation and which does not result in any
reclassification of, or change in, the outstanding shares of warrant securities
issuable upon exercise of the Warrants), or (c) any sale, transfer, conveyance
or lease to another corporation of the property of the Company as an entirety
or substantially as an entirety, the Company, or such successor or purchasing
corporation, as the case may be, shall make appropriate provision by amendment
of this Agreement or otherwise so that the holders of the Warrants then
outstanding shall have the right at any time thereafter, upon exercise of such
Warrants, to purchase the kind and amount of shares of stock and other
securities and property receivable upon such a reclassification, change,
consolidation, merger, sale, transfer, conveyance or lease as would be received
by a holder of the number of shares of Warrant Securities issuable upon
exercise of such Warrant immediately prior to such reclassification, change,
consolidation, merger, sale, transfer, conveyance or lease, and, in the case of
a consolidation, merger, sale, conveyance or lease the Company shall thereupon
be relieved of any further obligation hereunder or under the Warrants, and the
Company as the predecessor corporation may thereupon or any time thereafter be
dissolved, wound up or liquidated. Such successor or assuming corporation
thereupon may cause to be signed, and may issue either in its own name or in
the name of the Company, any or all of the Warrants issuable hereunder that
theretofore shall not have been signed by the Company, and may execute and
deliver Warrant Securities in its own name, in fulfillment of its obligations
to deliver Warrant Securities upon exercise of the Warrants. All the Warrants
so issued shall in all respects have the same legal rank and benefit under this
Agreement as the Warrants theretofore or thereafter issued in accordance with
the terms of this Agreement as though all of such Warrants had been issued at
the date of the execution hereof. In any case of any such reclassification,
change, consolidation, merger, conveyance, transfer or lease, such changes in
phraseology and form (but not in substance) may be made in the Warrants
thereafter to be issued as may be appropriate.
The Warrant Agent may receive a written opinion of legal
counsel as conclusive evidence that any such reclassification, change,
consolidation, merger, conveyance, transfer or lease complies with the
provisions of this Section 3.04.
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ARTICLE IV.
EXCHANGE AND TRANSFERS
OF WARRANT CERTIFICATES
SECTION 4.01. Exchange and Transfer of Warrant Certificates.
[If Offered Securities with Warrants that are immediately detachable -- Upon]
[If Offered Securities with Warrants that are not immediately detachable --
Prior to the Detachable Date a Warrant Certificate may be exchanged or
transferred only together with the Offered Security to which the Warrant
Certificate was initially attached, and only for the purpose of effecting or in
conjunction with an exchange or transfer of such Offered Security. Prior to
any Detachable Date, each transfer of the Offered Security [on the register of
the Offered Securities] shall operate also to transfer the related Warrant
Certificates. After the Detachable Date upon] surrender at the corporate trust
office of the Warrant Agent [or _____________], Warrant Certificates
evidencing Warrants may be exchanged for Warrant Certificates in other
denominations evidencing such Warrants or the transfer thereof may be
registered in whole or in part; provided that such other Warrant Certificates
evidence the same aggregate number of Warrants as the Warrant Certificates so
surrendered. The Warrant Agent shall keep, at its corporate trust office [and
at ________], books in which, subject to such reasonable regulations as it may
prescribe, it shall register Warrant Certificates and exchanges and transfers
of outstanding Warrant Certificates, upon surrender of the Warrant Certificates
to the Warrant Agent at its corporate trust office [or _____________] for
exchange or registration of transfer, properly endorsed or accompanied by
appropriate instruments of registration of transfer and written instructions
for transfer, all in form satisfactory to the Company and the Warrant Agent.
No service charge shall be made for any exchange or registration of transfer of
Warrant Certificates, but the company may require payment of a sum sufficient
to cover any stamp or other tax or other governmental charge that may be
imposed in connection with any such exchange or registration of transfer.
Whenever any Warrant Certificates are so surrendered for exchange or
registration of transfer, an authorized officer of the Warrant Agent shall
manually countersign and deliver to the person or persons entitled thereto a
Warrant Certificate or Warrant Certificates duly authorized and executed by the
Company, as so requested. The Warrant Agent shall not be required to effect
any exchange or registration or transfer that will result in the issuance of a
Warrant Certificate evidencing a fraction of a Warrant or a number of full
Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any
exchange or registration of transfer of Warrant Certificates shall be the valid
obligation of the Company,
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evidencing the same obligations, and entitled to the same benefits under this
Agreement, as the Warrant Certificate surrendered for such exchange or
registration of transfer.
SECTION 4.02. Treatment of Holders of Warrant Certificates.
[If Offered Securities and Warrants are not immediately detachable -- Prior to
the Detachable Date, the Company, the Warrant Agent and all other persons may
treat the owner of the Offered Security as the owner of the Warrant
Certificates initially attached thereto for any purpose and as the person
entitled to exercise the rights represented by the Warrants evidenced by such
Warrant Certificates, any notice to the contrary notwithstanding. After the
Detachable Date and prior to due presentment of a Warrant Certificate for
registration of transfer,] [t][T]he Company and the Warrant Agent may treat the
registered holder of a Warrant Certificate as the absolute owner thereof for
any purpose and as the person entitled to exercise the rights represented by
the Warrants evidenced thereby, any notice to the contrary notwithstanding.
SECTION 4.03. Cancellation of Warrant Certificates. Any
Warrant Certificate surrendered for exchange, registration of transfer or
exercise of the Warrants evidenced thereby shall, if surrendered to the
Company, be delivered to the Warrant Agent and all Warrant Certificates
surrendered or so delivered to the Warrant Agent shall be promptly cancelled by
the Warrant Agent and shall not be reissued and, except as expressly permitted
by this Agreement, no Warrant Certificate shall be issued hereunder in exchange
or in lieu thereof. The Warrant Agent shall delivery to the Company from time
to time or otherwise dispose of cancelled Warrant Certificates in a manner
satisfactory to the Company.
ARTICLE V.
CONCERNING THE WARRANT AGENT
SECTION 5.01. Warrant Agent. The Company hereby appoints
______________________ as the Warrant Agent of the Company in respect of the
Warrants and the Warrant Certificates upon the terms and subject to the
conditions herein set forth, and _________________________ hereby accepts such
appointment. The Warrant Agent shall have the powers and authority granted to
and conferred upon it in the Warrant Certificates and hereby and such further
powers and authority to act on behalf of the Company as the Company may
hereafter grant to or confer upon it. All of the terms and provisions with
respect to such powers and authority contained in the Warrant Certificates are
subject to and governed by the terms and provisions hereof.
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SECTION 5.02. Conditions of Warrant Agent's Obligations. The
Warrant Agent accepts its obligations herein set forth upon the terms and
conditions hereof, including the following to all of which the Company agrees
and to all of which the rights hereunder of the holders from time to time of
the Warrant Certificates shall be subject:
(a) Compensation and Indemnification. The Company agrees
promptly to pay the Warrant Agent the compensation agreed upon with the Company
for all services rendered by the Warrant Agent and to reimburse the Warrant
Agent for reasonable out-of-pocket expenses (including counsel fees)
reasonably incurred without negligence or bad faith by the Warrant Agent in
connection with the services rendered hereunder by the Warrant Agent. The
Company also agrees to indemnify the Warrant Agent for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad
faith on the part of the Warrant Agent, arising out of or in connection with
its acting as Warrant Agent hereunder, as well as the costs and expenses of
defending against any claim of such liability.
(b) Agent for the Company. In acting under this Warrant
Agreement and in connection with the Warrant Certificates, the Warrant Agent is
acting solely as agent of the Company and does not assume any obligations or
relationship of agency or trust for or with any of the holders of Warrant
Certificates or beneficial owners of Warrants.
(c) Counsel. The Warrant Agent may consult with
nationally recognized counsel satisfactory to it, and the written advice of
such counsel shall be full and complete authorization and protection in respect
of any action reasonably taken, suffered or omitted by it hereunder in good
faith and in accordance with the advice of such counsel.
(d) Documents. The Warrant Agent shall be protected and
shall incur no liability for or in respect of any action taken or thing
suffered by it in reliance upon any Warrant Certificate, notice, direction,
consent, certificate, affidavit, statement or other paper or document
reasonably believed by it to be genuine and to have been presented or signed by
the proper parties.
(e) Certain Transactions. The Warrant Agent, and its
officers, directors and employees, may become the owner of, or acquire any
interest in, Warrants, with the same rights that it or they would have if it
were not the Warrant Agent hereunder, and, to the extent permitted by
applicable law, it or they may engage or be interested in any financial or
other transaction with the Company and may act on, or as depositary, trustee or
agent for, any committee or body of holders of
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Warrant Securities or other obligations of the Company as freely as if it were
not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be
deemed to prevent the Warrant Agent from acting as Trustee under any of the
Indentures.
(f) No Liability for Interest. Unless otherwise agreed
with the Company, the Warrant Agent shall have no liability for interest on any
monies at any time received by it pursuant to any of the provisions of this
Agreement or of the Warrant Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall
have no liability with respect to any invalidity of this Agreement or any of
the Warrant Certificates (except as to the Warrant Agent's countersignature
thereon).
(h) No Responsibility for Representations. The Warrant
Agent shall not be responsible for any of the recitals or representations
herein or in the Warrant Certificates (except as to the Warrant Agent's
countersignature thereon), all of which are made solely by the Company.
(i) No Implied Obligations. The Warrant Agent shall be
obligated to perform only such duties as are herein and in the Warrant
Certificates specifically set forth and no implied duties or obligations shall
be read into this Agreement or the Warrant Certificates against the Warrant
Agent. The Warrant Agent shall not be accountable or under any duty or
responsibility for the use by the Company of any of the Warrant Certificates
authenticated by the Warrant Agent and delivered by it to the Company pursuant
to this Agreement or for the application by the Company of the proceeds of the
Warrant Certificates. The Warrant Agent shall have no duty or responsibility
in case of any default by the Company in the performance of its covenants or
agreements contained herein or in the Warrant Certificates or in the case of a
receipt of any written demand from a holder of a Warrant Certificate with
respect to such default, including, without limiting the generality of the
foregoing, any duty or responsibility to initiate or attempt to initiate any
proceedings at law or otherwise or, except as provided in Section 7.02 hereof,
to make any demand upon the Company.
SECTION 5.03. Resignation and Appointment of Successor.
(a) The Company agrees, for the benefit of the holders
from time to time of the Warrant Certificates, that there shall at all times be
a Warrant Agent hereunder until all the Warrants have been exercised or are no
longer exercisable.
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(b) The Warrant Agent may at any time resign as such
agent by giving written notice to the Company of such intention on its part,
specifying the date on which its desired resignation shall become effective;
provided that such date shall be not less than three (3) months after the date
on which such notice is given unless the Company otherwise agrees. The Warrant
Agent hereunder may be removed at any time by the filing with it of an
instrument in writing signed by or on behalf of the Company and specifying such
removal and the intended date when it shall become effective. Such resignation
or removal shall take effect upon the appointment by the Company, as
hereinafter provided, of a successor Warrant Agent (which shall be a bank or
trust company authorized under the laws of the jurisdiction of its organization
to exercise corporate trust powers) and the acceptance of such appointment by
such successor Warrant Agent. The obligation of the Company under Section
5.02(a) shall continue to the extent set forth therein, notwithstanding the
resignation or removal of the Warrant Agent.
(c) In case at any time the Warrant Agent shall resign,
or shall be removed, or shall become incapable of acting, or shall be adjudged
a bankrupt or insolvent, or shall commence a voluntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or under any other applicable
Federal or state bankruptcy, insolvency or similar law or shall consent to the
appointment of or taking possession by a receiver, custodian, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Warrant
Agent or its property or affairs, or shall make an assignment for the benefit
of creditors, or shall admit in writing its inability to pay its debts
generally as they become due, or shall take corporate action in furtherance of
any such action, or a decree or order for relief by a court having jurisdiction
in the premises shall have been entered in respect of the Warrant Agent in an
involuntary case under the Federal bankruptcy laws, as now or hereafter
constituted, or any other applicable Federal or state bankruptcy, insolvency or
similar law; or a decree or order by a court having jurisdiction in the
premises shall have been entered for the appointment of a receiver, custodian,
liquidator, assignee, trustee, sequestrator (or similar official) of the
Warrant Agent or of its property or affairs, or any public officer shall take
charge or control of the Warrant Agent or of its property or affairs for the
purpose of rehabilitation, conservation, winding up or liquidation, a successor
Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an
instrument in writing, filed with the successor Warrant Agent. Upon the
appointment as aforesaid of a successor Warrant Agent and acceptance by the
successor Warrant Agent of
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such appointment, the Warrant Agent shall cease to be Warrant Agent hereunder.
(d) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, duties and obligations of such
predecessor with like effect as if originally named as Warrant Agent hereunder,
and such predecessor, upon payment of its charges and disbursements then
unpaid, shall thereupon become obligated to transfer, deliver and pay over, and
such successor Warrant Agent shall be entitled to receive, all monies,
securities and other property on deposit with or held by such predecessor, as
Warrant Agent hereunder.
(e) Any corporation into which the Warrant Agent
hereunder may be merged or converted or any corporation with which the Warrant
Agent may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Warrant Agent shall be a party, or any
corporation to which the Warrant Agent shall sell or otherwise transfer all or
substantially all the assets and business of the Warrant Agent, provided that
it shall be qualified as aforesaid, shall be the successor Warrant Agent under
this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto.
ARTICLE VI.
[ACCELERATION OF WARRANTS
SECTION 6.01. Acceleration. At any time on or after
__________, the Company shall have the right to accelerate any or all Warrants
at any time by causing them to expire at the Close of Business on the day next
preceding a specified date (the "Acceleration Date"), if the Market Price (as
hereinafter defined) of the [Common Stock] [Preferred Stock] equals or exceeds
____ percent (__%) of the then-effective Warrant Price, adjusted as if no
changes in such Warrant Price had been made pursuant to Section 2.02, on any
twenty (20) Trading Days (as hereinafter defined) within a period of thirty
(30) consecutive Trading Days ending no more than five (5) Trading Days prior
to the date on which the Company gives notice to the Warrant Agent of its
election to accelerate the Warrants.
SECTION 6.02. Determination of Market Price. "Market Price"
for each Trading Day shall be the last reported
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closing price regular way (or, if no such price is reported, the average of the
reported closing bid and asked prices regular way) reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange, or if the [Common Stock]
[Preferred Stock] is not listed or admitted to trading on such Exchange, as
reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the principal national
securities exchange on which the [Common Stock] [Preferred Stock] is listed or
admitted to trading, or if not listed or admitted to trading on any national
securities exchange, the last quoted price or, if not so quoted, the average of
the high bid and low asked prices in the over-the-counter market, as reported
by NASDAQ, or such other system then in use, or if on any such date the Shares
of [Common Stock] [Preferred Stock] are not quoted by any such organization,
the average of the closing bid and asked prices as furnished by any New York
Stock Exchange firm selected from time to time by the Company for the purpose.
"Trading Day" shall be each Monday through Friday, other than any day on which
securities are not traded in the system or on the exchange that is the
principal market for the [Common Stock] [Preferred Stock], as determined by the
Board of Directors of the Company.
SECTION 6.03. Acceleration of Portion of Warrants. In the
event of an acceleration of less than all of the Warrants, the Warrant Agent
shall select the Warrants to be accelerated by lot, pro rata or in such other
manner as it deems, in its discretion, to be fair and appropriate.
SECTION 6.04. Notice. Notice of an acceleration specifying
the Acceleration Date, shall be sent by mailing first class, postage prepaid,
to each registered holder of a Warrant Certificate representing a Warrant
accelerated as such holder's address appearing on the Warrant register not more
than sixty (60) days nor less than thirty (30) days before the Acceleration
Date. Such notice of an acceleration also shall be given no more than twenty
(20) days, and no less than ten (10) days, prior to the mailing of notice to
registered holders of Warrant pursuant to this Section, by publication at least
once in a newspaper of general circulation in the City of Los Angeles,
California, and the City of New York, New York.
SECTION 6.05. Time of Acceleration. Any Warrant accelerated
may be exercised until the 5:00 P.M. Los Angeles, California time on the
business day next preceding the Acceleration Date. The Warrant Price shall be
payable as provided in this Warrant Agreement.]
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ARTICLE VII.
MISCELLANEOUS
SECTION 7.01. Amendment. This Agreement may be amended by
the parties hereto, without the consent of the holder of any Warrant
Certificate, for the purpose of curing any ambiguity, or of curing, correcting
or supplementing any defective provision contained herein, or making any other
provisions with respect to matters or questions arising under this Agreement as
the Company and the Warrant Agent may deem necessary or desirable; provided,
however, that such action shall not affect adversely the interests of the
holders of the Warrant Certificates.
SECTION 7.02. Notices and Demands to the Company and Warrant
Agent. If the Warrant Agent shall receive any notice or demand addressed to
the Company by the holder of a Warrant Certificate pursuant to the provisions
of the Warrant Certificates, the Warrant Agent shall promptly forward such
notice or demand to the Company.
SECTION 7.03. Addresses. Any communication from the Company
to the Warrant Agent with respect to this Agreement shall be addressed to
_____________________________, Attention: ____________________ and any
communication from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to The Times Mirror Company, Times Xxxxxx Xxxxxx,
Xxx Xxxxxxx, Xxxxxxxxxx 00000, Attention: ___________ (or such other address as
shall be specified in writing by the Warrant Agent or by the Company).
SECTION 7.04. Applicable Law. The validity, interpretation
and performance of this Agreement and each Warrant Certificate issued hereunder
and of the respective terms and provisions thereof shall be governed by, and
construed in accordance with, the laws of the State of [California][New York].
SECTION 7.05. Delivery of Prospectus. The Company will
furnish to the Warrant Agent sufficient copies of a prospectus relating to the
Warrant Securities deliverable upon exercise of the Warrants (the
"Prospectus"), and the Warrant Agent agrees that upon the exercise of any
Warrant, the Warrant Agent will deliver a Prospectus to the holder of the
Warrant Certificate evidencing such Warrant prior or concurrently with the
delivery of the Warrant Securities issued upon such exercise. The Warrant
Agent shall not, by reason of any such delivery, assume any responsibility for
the accuracy or adequacy of such Prospectus.
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SECTION 7.06. Obtaining of Governmental Approvals. The
Company will from time to time take all action which may be necessary to obtain
and keep effective any and all permits, consents and approvals of governmental
agencies and authorities and securities acts filings under Federal and state
laws (including without limitation a registration statement in respect of the
Warrants and Warrant Securities under the Securities Act of 1933, as amended),
which may be or become requisite in connection with the issuance, sale,
transfer, and delivery of the Warrant Securities issued upon exercise of the
Warrant Certificates, the exercise of the Warrants, the issuance, sale,
transfer and delivery of the Warrants or upon the expiration of the period
during which the Warrants are exercisable.
SECTION 7.07. Persons Having Rights under Warrant Agreement.
Nothing in this Agreement shall give to any person other than the Company, the
Warrant Agent and the holders of the Warrant Certificates any right, remedy or
claim under or by reason of this Agreement.
SECTION 7.08. Headings. The descriptive headings of the
several Articles and Sections of this Agreement are inserted for convenience
only and shall not control or affect the meaning or construction of any of the
provisions hereof.
SECTION 7.09. Counterparts. This Agreement may be executed
in any number of counterparts, each of which as so executed shall be deemed to
be an original, but such counterparts shall together constitute but one and the
same instrument.
SECTION 7.10. Inspection of Agreement. A copy of this
Agreement shall be available at all reasonable times at the principal corporate
trust office of the Warrant Agent for inspection by the holder of any Warrant
Certificate. The Warrant Agent may require such holder to submit his Warrant
Certificate for inspection by it.
IN WITNESS WHEREOF The Times Mirror Company and
________________________ have caused this Agreement to be signed by their
respective duly authorized officers, and their respective corporate seals to be
affixed hereunto, and the same to be attested by their respective Secretaries
or one of their respective Assistant Secretaries, all as of the day and year
first above written.
THE TIMES MIRROR COMPANY
By: ___________________________
Title:
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Attest:
__________________________
Title:
[Warrant Agent]
By: ___________________________
Title:
Attest:
__________________________
Title:
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EXHIBIT A
FORM OF WARRANT CERTIFICATE
[FACE OF WARRANT CERTIFICATE]
[Form of Legend if Offered Securities with Prior to ______________ this Warrant Certificate
Warrants that are not immediately detachable. cannot be transferred or exchanged unless attached
to a [Title of Offered Securities].]
[Form of Legend if Warrants are not immediately Prior to ______________, Warrants evidenced by
exercisable. this Warrant Certificate cannot be exercised.]
EXERCISABLE ONLY IF COUNTERSIGNED BY THE
WARRANT AGENT AS PROVIDED HEREIN
THE TIMES MIRROR COMPANY
WARRANTS TO PURCHASE
COMMON STOCK
VOID AFTER 5 P.M. [NEW YORK CITY TIME][LOS ANGELES TIME], ON
_____________.
No. ____________ ____________ Warrants
This certifies that __________________________ or registered assigns is
the registered owner of the above indicated number of Warrants, each Warrant
entitling such owner [if Offered Securities with Warrants that are not
immediately detachable --, subject to the registered owner qualifying as a
"holder" of this Warrant Certificate, as hereinafter defined] to purchase, at
any time [after 5 P.M., [New York City] [Los Angeles] time, on _____________,
_________ shares of [Common Stock] [Preferred Stock] (the "Warrant Securities"),
of The Times Mirror Company (the "Company") on the following basis: [during the
period from ______________, through and including ________________, the exercise
price of each Warrant will be ________________, during the period from
___________, through and including _________________,] the exercise price of
each Warrant will be _____________ (the "Warrant Price"), subject to such
adjustments as provided in Section 2.02 of the Warrant Agreement (as defined
below). Other than as provided in Section 2.02 of the Warrant Agreement, no
adjustment shall be made for any dividends on any Warrant Securities issuable
upon exercise of any Warrant. The holder may exercise the Warrants evidenced
hereby by providing certain information set forth on
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the back hereof and by paying in full [in lawful money of the United States of
America] [in cash or by certified check or official bank check or by bank wire
transfer, in each case,] [by bank wire transfer] in [immediately available]
[next-day] funds, the Warrant Price for each Warrant exercised to the Warrant
Agent (as hereinafter defined) and by surrendering this Warrant Certificate,
with the purchase form on the back hereof duly executed, at the corporate trust
office of [name of Warrant Agent], [or __________], which is, on the date
hereof, at the address specified on the reverse hereof, and upon compliance
with and subject to the conditions set forth herein an in the Warrant Agreement
(as hereinafter defined).
The term "holder" as used herein shall mean [if Offered
Securities with Warrants that are not immediately detachable --, prior to
___________ (the "Detachable Date"), the registered owner of the Company's
[title of Offered Securities] to which this Warrant Certificate is initially
attached, and after such Detachable Date,] the person in whose name at the time
of this Warrant Certificate shall be registered upon the books to be maintained
by the Warrant Agent for that purpose pursuant to Section 4.01 of the Warrant
Agreement.
Any whole number of Warrants evidenced by this Warrant
Certificate may be exercised to purchase Warrant Securities in registered form.
Upon any exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the holder hereof a new Warrant
Certificate evidencing the number of Warrants remaining unexercised.
This Warrant Certificate is issued under and in accordance
with the Warrant Agreement dated as of ____________ (the "Warrant Agreement")
by and between the Company and the Warrant Agent and is subject to the terms
and provisions contained in the Warrant Agreement, to all of which terms and
provisions the holder of this Warrant Certificate consents by acceptance
hereof. Copies of the Warrant Agreement are on file at the above-mentioned
office of the Warrant Agent [and at ______________].
[If Offered Securities with registered Warrants that are not
immediately detachable -- Prior to __________________, this Warrant Certificate
may be exchanged or transferred only together with the [Title of Offered
Securities] (the "Offered Securities") to which this Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Security. After such date, this]
[if Offered Securities with registered Warrants that are immediately detachable
-- Transfer of this] Warrant Certificate may be registered when
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this Warrant Certificate is surrendered at the corporate trust office of the
Warrant Agent [or ____________] by the registered owner or such owner's
assigns, in person or by an attorney duly authorized in writing, in the manner
and subject to the limitations provided in the Warrant Agreement.]
[If Offered Securities with Warrants that are not immediately
detachable -- Except as provided in the immediately preceding paragraph, after]
[If Offered Securities with Warrants which are immediately detachable or
Warrant alone -- After] countersignature by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent [or ___________]
for Warrant Certificates representing the same aggregate number of Warrants.
This Warrant Certificate shall not entitle the holder hereof
to any of the rights of a holder of the warrant securities, including, without
limitation, the right to receive payments of dividends or distributions, if
any, on the Warrant Securities or to exercise any voting rights.
This Warrant Certificate shall not be valid or obligatory for
any purpose until countersigned by the Warrant Agent.
Dated as of _______________
THE TIMES MIRROR COMPANY
By: ___________________________
Attest:
__________________________
Countersigned:
__________________________
As Warrant Agent
By:_______________________
Authorized Signature
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[REVERSE OF WARRANT CERTIFICATE]
INSTRUCTIONS FOR EXERCISE OF WARRANT
To exercise the Warrants evidenced hereof, the holder must pay
in United States dollars [in cash or by certified check or official bank check
or by bank wire transfer] [by bank wire transfer] in [immediately available]
[next-day] funds the Warrant Price in full for Warrants exercised to [insert
name of Warrant Agent] [Corporate Trust Department] [insert address of Warrant
Agent], Attn. _______ [or ___________], which [payment] [wire transfer] must
specify the name of the holder and the number of Warrants exercised by such
holder. In addition, the holder must complete the information required below
and present this Warrant Certificate in person or by mail (certified or
registered mail is recommended) to the Warrant Agent at the appropriate address
set forth below. This Warrant Certificate, completed and duly executed, must
be received by the Warrant Agent within five business days of the [payment]
[wire transfer].
TO BE EXECUTED UPON EXERCISE OF WARRANT
The undersigned hereby irrevocably elects to exercise
__________ Warrants, evidenced by this Warrant Certificate, to purchase
___________ shares of the [Common Stock] [Preferred Stock] (the "Warrant
Securities") of The Times Mirror Company and represents that the undersigned
has tendered payment for such Warrant Securities in Dollars [in cash or by
certified check or official bank check or by bank wire transfer, in each case]
[by bank wire transfer] in [immediately available] [next-day] funds to the
order of The Times Mirror Company, c/o [insert name and address of Warrant
Agent], in the amount of ___________ in accordance with the terms hereof. The
undersigned requests that said amount of Warrant Securities be in fully
registered form in the authorized denominations, registered in such names and
delivered all as specified in accordance with the instructions set forth below.
If the number of Warrants exercised is less than all of the
Warrants evidenced hereby, the undersigned requests that a new Warrant
Certificate representing the remaining warrant evidenced hereby be issued and
delivered to the undersigned unless otherwise specified in the instruction
below.
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29
Dated: ____________________ Name ________________________
Address _____________________
___________________________
(Insert Social Security or _________________________
Other Identifying Number of (Signature must conform in all respects
Holder) to name of holder as specified on the
Signature Guaranteed face of this Warrant Certificate and
must bear a signature guarantee by a
____________________ bank, trust company or member broker of
the New York or Pacific Stock Exchange)
The Warrants evidenced hereby may be exercised at the
following addresses:
By hand at _________________________
_________________________
_________________________
_________________________
By mail at _________________________
_________________________
_________________________
_________________________
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30
ASSIGNMENT
[FORM OF ASSIGNMENT TO BE EXECUTED IF HOLDER
DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY]
FOR VALUE RECEIVED _________________________________ hereby sells, assigns and
transfers unto
__________________________ ________________________
(Please print name) (Please insert social security or other
identifying number
___________________________
(Address)
___________________________
(City, including zip code)
the Warrants represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint ______________ as Attorney to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution in the premises.
Dated:
_____________________________________
Signature
(Signature must conform in all respects
to name of holder as specified on the
face of this Warrant Certificate and
must bear a signature guarantee by
a bank, trust company or member
broker of the New York or Pacific
Stock Exchange)
Signature Guaranteed
_______________________
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