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Exhibit 10b
STANDSTILL AND OPTION AGREEMENT
This Agreement is made as of the 21st day of September, 1998, by and
between the XXXX XXXXX XXXXXXX CHARITABLE TRUST, an Indiana trust (the "Trust"),
and CENTRAL NEWSPAPERS, INC., an Indiana corporation ("the Company").
RECITALS
A. The Trust holds shares of the Class A common stock of the Company
(the "Shares").
B. The Company has agreed to purchase from the Trust and the Trust has
agreed to sell to the Company Two Million Five Hundred Thousand (2,500,000) of
the Shares (the "Redeemed Shares").
C. The Trust intends to sell One Million Three Hundred Thirty-Six
Thousand Eight Hundred Fifty (1,336,850) of the Shares in a registered public
offering pursuant to a prospectus.
AGREEMENT
NOW, THEREFORE, in consideration of the Company agreeing to purchase
the Redeemed Shares and in consideration of the mutual promises and covenants
contained herein and subject to and upon the terms and conditions hereinafter
set forth, it is hereby agreed as follows:
STANDSTILL
Except as set forth in Recitals B. and C. above, the Trust hereby
agrees that, without the prior written consent of the Company, it will not,
during the period commencing on the date hereof through the one year anniversary
date of the date hereof, (1) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, any shares of Class A Common Stock of the Company held
by the Trust or any securities convertible into or exercisable or exchangeable
for Class A Common Stock, or (2) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of the Class A Common Stock of the Company held by the Trust whether
any such transaction described in clause (1) or (2) above is to be settled by
delivery of Class A Common Stock of the Company or such other securities, in
cash or otherwise.
OPTION
The Trust hereby grants the Company the option to purchase up to 1.5
million shares of the Company's Class A Common Stock or equivalents held by the
Trust for a purchase price of $67 per share (the "Option"). The Option can only
be exercised in 500,000 share increments. In the event the average trading price
per share for the Company's Class A Common Stock is at least $67 per share for
five consecutive trading days during the term of the Option, the Company shall
have five business days to give the Trust written notice that it is exercising
the Option. If the Company exercises the Option, then it shall pay the Trust,
within thirty days of the exercise notice, the Option price for the shares being
purchased plus interest at the rate of 5% from the date of exercise through the
payment date. Upon receipt of such amounts, the Trust shall deliver to the
Company appropriate stock certificates for the shares being purchased,
appropriate endorsements and stock powers to complete the transfer free and
clear of any lines of restrictions and any other documentation that the Company
may reasonably require to complete the transfer. The Option shall remain in
force from the date hereof through the anniversary date of the date hereof
unless the Option becomes exercisable and is not timely exercised by the
Company, in which case the Option shall immediately expire.
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GENERAL
This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes and merges all prior
understandings and agreements concerning the subject mater hereof. This
Agreement may only be modified or amended in writing.
This Agreement should be governed and construed in all respects under
the laws of the State of Indiana.
This Agreement may be executed in counter-parts, each of which will constitute
one in the same Agreement and each one of which will be deemed an original.
