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Exhibit 5
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TRIBUNE COMPANY,
Issuer
and
BANK OF MONTREAL TRUST COMPANY,
Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of ______ __, 1998
Supplemental to Indenture dated as of January 1, 1997
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FIRST SUPPLEMENTAL INDENTURE dated as of ______ __, 1998 (this
"Supplemental Indenture"), made and entered into by and between Tribune Company,
a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal office at 000 Xxxxx
Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, and Bank of Montreal Trust Company, a
trust company duly organized and existing under the laws of the State of New
York, as Trustee (herein called the "Trustee") under the Indenture of the
Company dated as of January 1, 1997 (the "Indenture").
WHEREAS, the parties hereto previously entered into the Indenture to
provide for the issuance and sale by the Company from time to time of its
unsecured debentures, notes or other evidences of indebtedness (herein called
the "Securities"); and
WHEREAS, Sections 9.01(5) and (6) of the Indenture provide that the
Company, when authorized by a Board Resolution, and the Trustee, at any time and
from time to time, may enter into an indenture supplemental to the Indenture, in
form satisfactory to the Trustee, without the consent of any Holder (a) to add
to, change or eliminate any of the provisions of the Indenture, in respect of
one or more series of Securities, provided that any such addition, change or
elimination shall become effective only when there is no such Security
Outstanding and (b) to establish the form or terms of Securities of any series
as permitted by Section 2.01 and 3.01 of the Indenture; and
WHEREAS, the Company has duly authorized the creation of a series of
its Securities denominated its "___% Exchangeable Notes Due August 15, 2001"
representing up to 5,210,796 of its "Debt Exchangeable for Common Stock(SM)"
(such Securities being referred to herein as the "DECS(SM)"), the principal
amount of which is mandatorily exchangeable at Maturity into shares of Common
Stock, par value $.01 per share (the "Learning Common Stock") of The Learning
Company, Inc. ("The Learning Company"), or, at the option of the Company (under
the circumstances described herein), cash, in either case at the Exchange Rate
(as defined herein) and/or such other consideration as permitted or required by
the terms of the DECS; and
WHEREAS, the entry into this Supplemental Indenture by the parties
hereto is in all respects authorized by the provisions of the Indenture; and
WHEREAS, the Company has duly authorized the execution and delivery of
this Supplemental Indenture, and all things necessary have been done to make the
DECS, when executed by the Company and authenticated and delivered hereunder and
duly issued by the Company, the valid obligations of the Company, and to make
this Supplemental Indenture a valid agreement of the Company, in accordance with
their and its terms:
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NOW THEREFORE:
For and in consideration of the premises and purchase of the Securities
of any series issued on or after the date hereof but the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the securities of any such series, as follows:
ARTICLE I
SECTION 1.01. Definitions.
For all purposes of the Indenture and this Supplemental Indenture,
except as otherwise expressly provided or unless the context otherwise requires:
(1) the terms defined in this Article have the meanings assigned to
them in this Article;
(2) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to the Indenture and this Supplemental Indenture as a whole
and not to any particular Article, Section or other subdivision; and
(3) capitalized terms used but not defined herein are used as they are
defined in the Indenture.
"Adjustment Event" has the meaning set forth in Section 2.04(b).
"Business Day" mean any day that is not a Saturday, a Sunday or a day
on which the NYSE or banking institutions or trust companies in The City of New
York are authorized or obligated by law or executive order to close.
"Closing Price" of any security on any date of determination mean (i)
the closing sale price (or, if no closing price is reported, the last reported
sale price) of such security (regular way) on the NYSE on such date, (ii) if
such security is not listed for trading on the NYSE on any such date, as
reported in the composite transactions for the principal United States
securities exchange on which such security is so listed, (iii) if such security
is not so listed on a United States national or regional securities exchange, as
reported by the Nasdaq Stock Market, (iv) if such security is not so reported,
the last quoted bid price for such security in the over-the-counter market as
reported by the National Quotation Bureau or similar organization, or (v) if
such security is not so quoted, the average of the mid-point of the last bid and
ask prices for such security from each of at least three nationally recognized
independent investment banking firms selected by the Company for such purpose.
"DECS" has the meaning set forth in the recitals to this Supplemental
Indenture.
"Dilution Event" has the meaning set forth in Section 2.05(a)(ii).
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"Exchange Rate" means a rate equal to (a) if the Maturity Price is
greater than or equal to $__________ (the "Threshold Appreciation Price"),
______ shares of Learning Common Stock per DECS, (b) if the Maturity Price is
less than the Threshold Appreciation Price but is greater than the Initial
Price, (i) a fraction equal to the Initial Price divided by the Maturity Price
of (ii) one share of Learning Common Stock per DECS and (c) if the Maturity
Price is less than or equal to the Initial Price, one share of Learning Common
Stock per DECS; provided, however, that the Exchange Rate is subject to
adjustment from time to time pursuant to Section 2.04(a).
"Initial Price" means $_____ per share of Learning Common Stock.
"Learning Common Stock" has the meaning set forth in the recitals to
this Supplemental Indenture.
"Maturity" mean the date on which the principal of a DECS becomes due
and payable as provided herein, whether at Stated Maturity or be declaration of
acceleration or otherwise.
"Maturity Price" means the average Closing Price per share of Learning
Common Stock on the 20 Trading Days immediately prior to (but not including) the
date of Maturity; provided, however, that if there are not 20 Trading Days for
the Learning Common Stock occurring later than the 60th calendar day immediately
prior to, but not including, the date of Maturity, Maturity Price means the
market value per share of Learning Common Stock as of Maturity as determined by
a nationally recognized investment banking firm retained for such purpose by the
Company.
"NYSE" means the New York Stock Exchange, Inc.
"Ordinary Cash Dividend" has the meaning set forth in subparagraph
(b)(5) of Section 2.04.
"Reported Securities" has the meaning set forth in subparagraph (b)(3)
of Section 2.04.
"Share Components" means the ratios of shares of Learning Common Stock
specified in clauses (a), (b)(ii) and (c) of the definition of "Exchange Rate"
set forth in this Article.
"Threshold Appreciation Price" has the meaning specified in the
definition of "Exchange Rate" set forth in this Article.
"Trading Day" means a Business Day on which the security the Closing
Price of which is being determined (a) is not suspended from trading on any
national or regional securities exchange or association or over-the-counter
market at the close of business and (b) has traded at least once on the national
or regional securities exchange or association or over-the-counter market that
is the primary market for the trading of such security.
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"Transaction Value" means (a) for any cash received in any Adjustment
Event, the amount of cash received per share of Learning Common Stock, (b) for
any Reported Securities received in any Adjustment Event, an amount equal to (x)
the average Closing Price per security of such Reported Securities for the 20
Trading Days immediately prior to Maturity multiplied by (y) the number of such
Reported Securities (as adjusted pursuant to subparagraph (b)(4) of Section
2.04) received per share of Learning Common Stock and (c) for any property
received in any Adjustment Event other than cash or such Reported Securities, an
amount equal to the fair market value of the property received per share of
Learning Common Stock on the date such property is received, as determined by a
nationally recognized investment banking firm retained for this purpose by the
Company; provided, however, that in the case of clause (b), (x) with respect to
securities that are Reported Securities by virtue of only clause (iv) of the
definition of Reported Security, Transaction Value with to any such Reported
Security means the average of the mid-point of the last bid and ask prices for
such Reported Security as of Maturity from each of at least three nationally
recognized investment banking firms retained for such purpose by the Company
multiplied by the number of such Reported Securities (as adjusted pursuant to
subparagraph (b)(4) of Section 2.04) received per share of Learning Common Stock
and (y) with respect to all other Reported Securities, if there are not 20
Trading Days for any particular Reported Security occurring later than the 60th
calendar day immediately prior to, but not including, the date of Maturity,
Transaction Value with respect to such Reported Security means the market value
per security of such Reported Security as of Maturity as determined by a
nationally recognized investment banking firm retained for such purpose by the
Company multiplied by the number of such Reported Securities (as adjusted
pursuant to subparagraph (b)(4) of Section 2.04) received per share of Learning
Common Stock. For purposes of calculating the Transaction Value, any cash,
Reported Securities or other property receivable in any Adjustment Event shall
be deemed to have been received immediately prior to the close of business on
the record date for such Adjustment Event or, if there is no record date for
such Adjustment Event, immediately prior to the close of business on the
effective date of such Adjustment Event.
Section 1.02. Effect of Headings.
The Article and Section headings herein are for convenience only and
shall not affect the construction hereof.
Section 1.03. Successors and Assigns.
All covenants and agreements in this Supplemental Indenture by the
Company shall bind its successors and assigns, whether so expressed or not.
Section 1.04. Separability.
In case any provision in this Supplemental Indenture or the DECS 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.
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Section 1.05. Conflict with Trust Indenture Act.
If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Supplemental Indenture
by any of the provisions of the Trust Indenture Act of 1939, as amended, such
required provisions shall control.
Section 1.06. Benefits of Supplemental Indenture.
Nothing in this Supplemental Indenture, expressed or implied, shall
give to any person, other than the parties hereto and their successors
hereunder, and the Holders of the DECS any benefit or any legal or equitable
right, remedy or claim under this Supplemental Indenture.
SECTION 1.07. Application of Supplemental Indenture.
This Supplemental Indenture shall take effect on the date hereof, and
shall apply only to the DECS. This Supplemental Indenture shall have no effect
on any other Securities, whether originally issued prior to the date hereof or
thereafter.
SECTION 1.08. Governing Law.
THIS SUPPLEMENTAL INDENTURE AND THE DECS SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND THIS SUPPLEMENTAL
INDENTURE AND EACH SUCH DECS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
ARTICLE II
The DECS
Section 2.01. Title and Terms.
There is hereby created under the Indenture a series of Securities
known and designated as the "___% Exchangeable Notes Due August 15, 2001" of the
Company. The aggregate principal amount of DECS that may be authenticated and
delivered under this Indenture is limited to $______, except for DECS
authenticated and delivered upon reregistration of, transfer of, or in exchange
for, or in lieu of, other DECS pursuant to Section 3.04, 3.05, 3.06 and 11.06 of
the Indenture.
The Stated Maturity for payment of principal of the DECS shall be
August 15, 2001 and the DECS shall bear interest at the rate of __% per annum,
from the date of original issuance or the most recent Interest Payment Date to
which interest has been paid or duly provided for, payable quarterly in arrears
on February 15, May 15, August 15 and November 15 of each year, commencing
November 15, 1998, to the persons in whose names the DECS (or any predecessor
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securities) are registered at the close of business on February 1, May 1, August
1 and November 1 immediately preceding such Interest Payment Date, until
principal thereof is paid or made available for payment.
The DECS shall be initially issued in the form of a Global Security and
the depositary for the DECS shall be the Depositary Trust Company, New York, New
York.
The DECS shall not be redeemable prior to their Stated Maturity and
shall not be subject to any sinking fund.
The DECS shall be mandatorily exchangeable as provided in Section 2.02.
The DECS shall be issuable in denominations of $____ and any integral
multiple thereof.
The DECS shall not be issued as Original Issue Discount Securities.
The form of DECS attached hereto as Exhibit A is hereby adopted,
pursuant to Section 9.01(6) of the Indenture, as a form of Securities of a
series that consists of DECS.
The Company shall not be obligated to pay any additional amount on the
DECS in respect of taxes, except as otherwise provided in Sections 2.06 and
3.02.
Section 2.02. Exchange at Maturity.
Subject to Section 2.04(b), at maturity the principal amount of each
DECS shall be mandatorily exchanged by the Company into a number of shares of
Learning Common Stock at the Exchange Rate; provided, however, that, pursuant to
Section 2.03, no fraction of a share of Learning Common Stock shall be issued.
The Holders of the DECS shall be responsible for the payment of any and all
brokerage costs upon the subsequent sale of such shares. The Company may, at its
option, in lieu of delivering Learning Common Stock, deliver cash in an amount
(calculated to the nearest 1/100th of a dollar per DECS or, if there is not a
nearest 1/100th of a dollar, then to the next higher 1/100th of a dollar) equal
to the product of the number of shares of Learning common Stock otherwise
deliverable in respect of such DECS on the date of Maturity, multiplied by the
Maturity Price; provided, however, that if such option is exercised, the Company
shall deliver cash with respect to all, but not less than all, of the Learning
Common Stock that would otherwise be deliverable. In determining the amount of
cash deliverable in exchange for the DECS in lieu of Learning Common Stock
pursuant to the prior sentence hereof, if more than one DECS shall be
surrendered for exchange at one time by the same Holder, the amount of cash
which shall be delivered upon exchange shall be computed on the bases of the
aggregate numbers of DECS so surrendered at Maturity.
Section 2.03. No Fractional Shares.
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If more than one DECS shall be surrendered for exchange pursuant to
Section 2.02 at one time by the same Holder, the number of full shares of
Learning Common Stock which shall be delivered upon such exchange, in whole or
in part, as the case may be, shall be computed on the basis of the aggregate
number of DECS surrendered. No fractional shares or script representing
fractional shares of Learning Common Stock shall be issued or delivered upon any
exchange pursuant to Section 2.02 of any DECS. In lieu of any fraction share of
Learning Common Stock which, but for the immediately preceding sentence, would
otherwise be deliverable upon such exchange, the Company, through any applicable
Paying Agent, shall make a cash payment in respect of such fractional interest
in an amount equal to the value of such fractional shares at the Maturity Price.
The Company shall, upon such exchange of any DECS, provide cash to any
applicable Paying Agent in an amount equal to the cash payable with respect to
any fractional shares of Learning Common Stock deliverable upon such exchange,
and the Company shall retain such fractional shares of Learning Common Stock.
SECTION 2.04. Adjustment of Exchange Rate.
(a) Adjustment for Distributions, Reclassifications, etc. The Exchange
Rate shall be subject to adjustment from time to time as follows:
(i) If The Learning Company shall:
(A) pay a stock dividend or make a distribution, in
each case, with respect to the Learning Common Stock in shares
of such stock;
(B) subdivide or split the outstanding shares of
Learning Common Stock;
(C) combine its outstanding shares of Learning Common
Stock into a smaller number of shares; or
(D) issue by reclassification (other than a
reclassification pursuant to clause (ii), (iii), (iv) or (v)
of the definition of Adjustment Event in paragraph (b) of this
Section) of its shares of Learning Common Stock any shares of
common stock of The Learning Company; or
then, in any such event, the Exchange Rate shall be adjusted by
adjusting each of the Share Components of the Exchange Rate in effect
immediately prior to such event so that a holder of any DECS shall be
entitled to receive, upon exchange pursuant to Section 2.02 of the
principal amount of such DECS at Maturity, the number of shares of
Learning Common Stock (or, in the case of a reclassification referred
to in clause (D) of this sentence, the number of shares of other common
stock of The Learning Company issued pursuant thereto) which such
holder of such DECS would have owned or been entitled to receive
immediately following such event had such DECS been exchanged
immediately
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prior to such event or any record date with respect thereto. Each such
adjustment shall become effective at the opening of business on the
Business Day next following the record date for determination of
holders of Learning Common Stock entitled to receive such dividend or
distribution in the case of a dividend or distribution and shall become
effective immediately after the effective date in the case of a
subdivision, split, combinations or reclassification. Each such
adjustment shall be made successively.
(ii) If The Learning Company shall, after the date hereof,
issue rights or warrants to all holders of Learning Common Stock
entitling them to subscribe for or purchase shares of Learning Common
stock (other than rights to purchase Learning Common Stock pursuant to
a plan for the reinvestment of dividends) at a price per share less
than the Market Price of the Learning Common Stock on the Business Day
next following the record date for the determination of holders of
shares of Learning Common Stock entitled to receive such rights or
warrants, then in each case, the Exchange Rate shall be adjusted by
multiplying each of the Share Components of the Exchange Rate in effect
on the record date for the determination of holders of Learning Common
Stock entitled to receive such right rights or warrants, by a fraction,
of which the numerator shall be (A) the number of shares of Learning
Common Stock outstanding on such record date plus (B) the number of
additional shares of Learning Common Stock offered for subscription or
purchase pursuant to such rights or warrants, and of which the
denominator shall be (x) the number of shares of Learning Common Stock
outstanding on such record date plus (y) the number of additional
shares of Learning Common Stock which the aggregate offering price of
the total number of shares of Learning Common Stock so offered for
subscription or purchase pursuant to such rights or warrants would
purchase at the Market Price of the Learning Common Stock on the
Business Day next following such record date, which number of
additional shares shall be determined by multiplying such total number
of shares by the exercise price of such rights or warrants and dividing
the product so obtained by such Market Price of Learning Common Stock.
Such adjustment shall become effective at the opening of business on
the Business Day next following the record date for the determination
of holders of Learning Common Stock entitled to receive such rights or
warrants. To the extent that such rights or warrants expire prior to
the Maturity of the DECS and shares of Learning Common Stock are not
delivered pursuant to such rights or warrants prior to such expiration,
the Exchange Rate shall be readjusted to the Exchange Rate which would
then be in effect had such adjustments for the issuance of such rights
or warrants been made upon the basis of delivery of only the number of
shares of Learning Common Stock actually delivered pursuant to such
rights or warrants. Each such adjustment shall be made successively.
(iii) Any shares of Learning Common Stock issuable in payment
of a dividend shall be deemed to have been issued immediately prior to
the close of business on the record date for such dividend for purposes
of calculating the number of outstanding shares of Learning Common
Stock under paragraph (a)(ii) of this Section.
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(iv) All adjustments to the Exchange Rate will be calculated
to the nearest 1/10,000th of a share of Learning Common Stock (or if
there is not a nearest 1/10,000th of a share of Learning Common Stock
to the next lower 1/10,000th of a share of Learning Common Stock). No
adjustment in the Exchange Rate shall be required unless such
adjustment would require an increase or decrease of at least one
percent therein; provided, however, that any adjustments which by
reason of the foregoing are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. If an
adjustment is made to the Exchange Rate pursuant to paragraphs (a)(i)
or (a)(ii) of this Section, an adjustment shall also be made to the
Maturity Price as such term is used throughout the definition of
Exchange Rate set forth in Section 1.01. The required adjustment to the
Maturity Price shall be made at Maturity by multiplying the original
Maturity Price by the cumulative number or fraction determined under
paragraphs (a)(i) and/or (a)(ii) of this Section by which the original
Exchange Rate was multiplied to adjust such rate. In the case of a
reclassification of any shares of Learning Common Stock into any common
stock of The Learning Company other than Learning Common Stock, such
common stock shall be deemed to be shares of Learning Common Stock
solely to determine the Maturity Price and to apply the Exchange Rate
at Maturity. Each such adjustment to the Exchange Rate and the Maturity
Price shall be made successively.
(b) Other Adjustment Events. In the event of (i) any dividend or
distribution by The Learning Company to all holders of Learning Common Stock of
evidences of its indebtedness or other assets (excluding any dividends or
distributions referred to in clause (A) of paragraph (a)(i) of this Section, any
common shares issued pursuant to a reclassification referred to in clause (D) of
paragraph (a)(i) of this Section and any Ordinary Cash Dividends) or any
issuance by The Learning Company to all holders of Learning Common Stock of
rights or warrants (other than rights or warrants referred to in paragraph
(a)(ii) of the Section), (ii) any consolidation or merger of The Learning
Company with or into another entity (other than a merger or consolidation in
which The Learning Company is the continuing corporation and in which the
Learning Common Stock outstanding immediately prior to the merger or
consolidation are not exchanged for cash, securities or other property of The
Learning Company or another corporation), (iii) any sale, transfer, lease or
conveyance to another corporation of the property of The Learning Company as an
entirety or substantially as an entirety, (iv) any statutory exchange of
securities of The Learning Company with another corporation (other than in
connection with a merger or acquisition) or (v) any liquidation, dissolution or
winding up of The Learning Company (any such event, an "Adjustment Event"), the
property receivable by Holders of DECS at Maturity shall be subject to
adjustment from time to time as follows:
(1) Each holder of a DECS will receive at Maturity, in lieu of
or (in the case of an Adjustment Event described in clause (i) of this
paragraph (b)) in addition to, the shares of Learning Common Stock that
it would otherwise receive as required by Section 2.02, cash in an
amount equal to (A) if the Maturity Price is greater than or equal to
the Threshold Appreciation Price, ______ multiplied by the Transaction
Value, (B) if the Maturity Price is less than the Threshold
Appreciation Price but is greater than the Initial
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Price, the product of (x) the Initial Price divided by the Maturity
Price multiplied by (y) the Transaction Value and (C) if the Maturity
Price is less than or equal to the Initial Price, the Transaction
Value.
(2) Following an Adjustment Event, the Maturity Price, as such
term is used in subparagraph (b)(1) above and throughout the definition
of Exchange Rate, shall be deemed to equal (A) if shares of Learning
Common Stock are outstanding at Maturity, the Maturity Price of the
shares of Learning Common Stock, as adjusted pursuant to the provisions
of paragraph (a)(iv) of this Section, plus the Transaction Value or (B)
if shares of Learning Common Stock are not outstanding at maturity (or
if the Learning Common Stock, as a result of an Adjustment Event, is
not (i) listed on a United States national securities exchange, (ii)
reported on a United States national securities system subject o last
sale reporting or (iii) traded in the over-the-counter market and
reported on the National Quotation Bureau or similar organization, and
for which bid and ask prices are not available from at least three
nationally recognized investment banking firms), the Transaction Value.
(3) Notwithstanding the foregoing, with respect to any
securities received in an Adjustment Event that (A) are (i) listed on a
United States national securities exchange, (ii) reported on a United
States national securities system subject to last sale reporting, (iii)
traded in the over-the-counter market and reported on the National
Quotation Bureau or similar organization or (iv) for which bid and ask
prices are available from at least three nationally recognized
investment banking firms and (B) are either (x) perpetual equity
securities or (y) non-perpetual equity or debt securities with a stated
maturity after the Stated Maturity ("Reported Securities"), the Company
may, at its option, in lieu of delivering the amount of cash
deliverable in respect of Reported Securities received in an Adjustment
Event, as determined in accordance with subparagraph (b)(1), deliver a
number of such Reported Securities with a value equal to such cash
amount, as determined in accordance with clause (b) of the definition
of Transaction Value set forth in Section 1.01; provided, however, that
(i) if such option is exercised, the Company shall deliver Reported
Securities in respect of all, but not less than all, cash amounts that
would otherwise be deliverable in respect of Reported Securities
received in an Adjustment Event, (ii) the Company may not exercise such
option if the Company has elected to deliver cash in lieu of Learning
Common Stock, if any, deliverable upon Maturity or if such Reported
Securities have not yet been delivered to the holders entitled thereto
following such Adjustment Event or any record date with respect
thereto, and (iii) subject to clause (ii) of this proviso, the Company
must exercise such option if the Company does not elect to deliver cash
in lieu of Learning Common Stock, if any, deliverable upon Maturity. If
the Company elects to deliver Reported Securities, each holder of a
DECS will be responsible for the payment of any and all brokerage and
other transaction costs upon the sale of such Reported Securities. If,
following any Adjustment Event, any Reported Security ceases to qualify
as a Reported Security, then (x) the Company may no longer elect to
deliver such Reported Security in lieu of an equivalent
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amount of cash and (y) notwithstanding clause (b) of the definition of
Transaction Value, the Transaction Value of such Reported Security
shall mean the fair market value of such Reported Security on the date
such security ceases to qualify as a Reported Security, as determined
by a nationally recognized investment banking firm retained for this
purpose by the Company.
(4) The amount of cash and/or the kind and number of
securities into which the DECS shall be exchangeable after an
Adjustment Event shall be subject to adjustment following the date of
such Adjustment Event in the same manner and upon the occurrence of the
same type of events as described in paragraphs (a) and (b) of this
Section with respect to Learning Common Stock and The Learning Company.
(5) For purposes of the foregoing, the term "Ordinary Cash
Dividend" means, with respect to any consecutive 365-day period, any
dividend with respect to Learning Common Stock paid in cash to the
extent that the amount of such dividend, together with the aggregate
amount of all other dividends on Learning Common Stock paid in cash
during such 365-day period, does not exceed on a per-share basis 10% of
the average of the Closing Prices of Learning Common Stock over such
365-day period. For purposes of this subparagraph (b)(5), any cash
dividend shall be deemed to be paid as of the record date for such cash
dividend.
Section 2.05. Notice of Adjustment and Certain Other Events.
(a) Whenever the Exchange Rate is adjusted as herein provided or an
Adjustment Event occurs, the Company shall:
(i) forthwith compute the adjusted Exchange Rate (or
Transaction Value) in accordance with Section 2.04 and prepare a
certificate signed by an officer of the Company setting forth the
adjusted Exchange Rate (or Transaction Value), the method of
calculation thereof in reasonable detail and the facts requiring such
adjustment and upon which such adjustment is based, which certificate
shall be conclusive, final and binding evidence of the correctness of
the adjustment, and file such certificate forthwith with the Trustee;
and
(ii) within ten Business Days following the occurrence of an
event that permits or requires an adjustment to the Exchange Rate
pursuant to Section 2.04(a) (each, a "Dilution Event") or an Adjustment
Event that permits or requires a change in the consideration to be
received by Holders pursuant to Section 2.04(b) (or, in any case, if
the Company is not aware of such occurrence, as soon as practicable
after becoming so aware), provide written notice to the Trustee and to
the Holders of the outstanding DECS of the occurrence of such Dilution
Event or Adjustment Event including a statement in reasonable detail
setting forth the method by which any adjustment to the Exchange Rate
or change in the consideration to be received was determined and
setting forth the revised
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Exchange Rate or consideration, as the case may be, per DECS; provided,
however, that in respect of any adjustment of the Maturity Price, such
notice need only disclose the factor by which the Maturity Price is to
be multiplied pursuant to Section 2.04(a)(iv) in order to determine
which clause of the definition of the Exchange Rate will apply at
Maturity, it being understood that, until Maturity, the Exchange Rate
itself cannot be determined.
(b) In case at any time while any of the DECS are outstanding the
Company receives notice that:
(i) The Learning Company shall declare a dividend (or any
other distribution) on or in respect of the Learning Common Stock to
which Section 2.04(a)(i) or (ii) shall apply (other than any cash
dividends and distributions, if any, paid from time to time by The
Learning Company that constitute Ordinary Cash Dividends);
(ii) The Learning Company shall authorize the issuance to all
holders of Learning Common Stock of rights or warrants to subscribe for
or purchase shares of Learning Common Stock or of any other
subscription rights or warrants;
(iii) there shall occur any conversion or reclassification of
Learning Common Stock (other than a subdivision or combination of
outstanding shares of such Learning Common Stock) or any consolidation,
merger or reorganization to which The Learning Company is a party and
for which approval of any stockholders of The Learning Company is
required, or the sale or transfer of all or substantially all of the
assets of The Learning Company; or
(iv) there shall occur the voluntary or involuntary
dissolution, liquidation or winding up of The Learning Company;
then the Company shall promptly cause to be delivered to the Trustee and any
applicable Paying Agent and filed at the office or agency maintained for the
purpose of exchange of DECS at Maturity in the Borough of Manhattan, in The City
of New York by the Trustee (or any applicable Paying Agent), and shall promptly
cause to be mailed to the Holders of DECS at their last addresses as they shall
appear upon the registration books of the Security Registrar, at least ten days
before the date hereinafter specified (or the earlier of the dates hereinafter
specified, in the event that more than one is specified), a notice stating (x)
the date on which a record is to be taken for the purpose of such dividend,
distribution or grant of rights or warrants or, if a record is not to be taken,
the date as of which holders of Learning Common Stock of record to be entitled
to such dividend, distribution or grant of rights are to be determined, or (y)
the date, in known by the Company, on which such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up is
expected to become effective. Following any Adjustment Event, the provisions of
this paragraph (b) shall apply with respect to any Reported Securities in the
same manner as with respect to The Learning Company and the Learning Common
Stock.
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(c) On or prior to [four] Business Days preceding the Stated Maturity
of the DECS the Company shall provide notice to the Holders of record of the
DECS and to the Trustee and will publish a notice in a daily newspaper of
national circulation stating whether the Company will deliver, in accordance
with Section 2.02, shares of Learning Common Stock or cash (and/or, in
accordance with Section 2.04(b), cash or Reported Securities) upon the mandatory
exchange of the principal amount of the DECS. After the close of business on the
Business Day immediately preceding the Stated Maturity of the DECS, the Company
shall notify the Trustee in writing of the number of shares of Learning Common
Stock and/or Reported Securities, or the amount of cash to be paid per DECS.
SECTION 2.06. Taxes.
(a) The Company will pay any and all documentary, stamp,
transfer or similar taxes that may be payable in respect of the transfer and
delivery of Learning Common Stock (or Reported Securities) pursuant hereto;
provided, however, that the Company shall not be required to pay any such tax
which may be payable in respect of any transfer involved in the delivery of
Learning Common Stock (or Reported Securities) in a name other than that in
which the DECS so exchanged were registered, and no such transfer or delivery
shall be made unless and until the person requesting such transfer has paid to
the Company the amount of any such tax, or has established, to the satisfaction
of the Company, that such tax has been paid.
(b) The parties hereto hereby agree, and each Holder of a DECS
by its purchase of a DECS hereby agrees:
(i) to treat, for U.S. federal income tax purposes,
each DECS as a forward purchase contract to purchase Learning Common
Stock at Maturity (including as a result of acceleration or otherwise)
( the "forward purchase contract characterization"), under the terms of
which contract (a) at the time of issuance of the DECS the Holder
deposits irrevocably with the Company a fixed amount of cash equal to
the purchase price of the DECS to assure the fulfillment of the
Holder's purchase obligation described in clause (c) below, which
deposit will unconditionally and irrevocably be applied at Maturity to
satisfy such obligation, (b) until Maturity the Company will be
obligated to pay interest on such deposit at a rate equal to the stated
rate of interest on the DECS as compensation to the Holder for the
Company's use of such cash deposit during the term of the DECS, and (c)
at Maturity such cash deposit unconditionally and irrevocably will be
applied by the Company in full satisfaction of the Holder's obligation
under the forward purchase contract, and the Company will deliver to
the Holder the number of shares of Learning Common Stock that the
Holder is entitled to receive at the time pursuant to the terms of the
DECS (subject to the Company's right to deliver cash in lieu of the
shares of Learning Common Stock);
(ii) to treat, consistent with the above
characterization, (x) amounts paid to the Company in respect of the
original issue of a DECS as allocable in their
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entirety to the amount of the cash deposit attributable to such DECS,
and (y) amounts denominated as interest that are payable with respect
to the DECS as interest payable on the amount of such deposit,
includible annually in the income of the Holder as interest income in
accordance with its method of accounting; and
(iii) to file all U.S. federal, state and local
income and franchise tax returns consistent with the forward purchase
contract characterization (unless required otherwise by an applicable
taxing authority).
SECTION 2.07. Delivery of Securities upon Maturity.
All Learning Common Stock and Reported Securities deliverable
to Holders upon the Maturity of the DECS shall be delivered to such Holders,
whenever practicable, in such manner (such as book-entry transfer) so as to
assure same-day transfer of such securities to Holders and otherwise in the
manner customary at such time for delivery of such securities and securities of
the same type.
ARTICLE III
Covenants
SECTION 3.01. Shares Free and Clear.
With respect to the DECS only and for the benefit of only the
holders thereof, the Company covenants and warrants that upon exchange of a DECS
at Maturity pursuant to the Indenture and this Supplemental Indenture, the
Holder of a DECS shall receive valid title to the Learning Common Stock (and, in
the event an Adjustment Event has occurred, the Reported Securities) for which
such DECS is at such time exchangeable pursuant to this Indenture, free and
clear of any and all liens, claims, charges and encumbrances whatsoever. Except
as provided in Section 2.06(a), the Company shall pay all taxes and charges with
respect to the delivery of Learning Common Stock (and Reported Securities)
delivered in exchange for DECS hereunder. In addition, the Company further
warrants that any Learning Common Stock (and Reported Securities) delivered in
exchange for DECS hereunder shall be free of any transfer restrictions (other
than such as are solely attributable to any Holder's status as an affiliate of
The Learning Company or the issuer of such Reported Securities).
Section 3.02 Discharge of Indenture.
With respect to the DECS only and for the benefit of only the
holders thereof, the Company surrenders all rights and powers conferred on it by
subclause (b)(ii) or (iii) of clause (1) of Section 4.01 of the Indenture. With
respect to the DECS only and for the benefit of only the holders thereof, the
Company shall have the right to discharge the Indenture pursuant to and in
accordance with the remaining provisions of Section 4.01 of the Indenture if,
instead of depositing with the Trustee funds, the Company deposits Learning
Common Stock, Reported Securities
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and/or cash sufficient to pay and discharge the entire indebtedness on the DECS
for principal and interest to the date of Stated Maturity.
ARTICLE IV
Miscellaneous
SECTION 4.01. Confirmation of Indenture.
The Indenture, as supplemented and amended by this
Supplemental Indenture and all other indentures supplemental thereto, is in all
respects ratified and confirmed, and the Indenture, this Supplemental Indenture
and all indentures supplemental thereto shall be read, taken and construed as
one and the same instrument.
SECTION 4.02. Concerning the Trustee.
The Trustee assumes no duties, responsibilities or liabilities
by reason of this Supplemental Indenture other than as set forth in the
Indenture.
---------------
This Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
TRIBUNE COMPANY
By:
-------------------
Name:
Title:
Attest:
---------------------------
Name:
Title:
BANK OF MONTREAL TRUST
COMPANY, as Trustee
By:
-------------------
Name:
Title:
Attest:
---------------------------
Name:
Title:
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STATE OF ILLINOIS )
) SS.:
COUNTY OF XXXX )
On the ____ day of ___________, 1998, before me personally
came ___________________, to me known, who, being by me duly sworn, did depose
and say that she/he is the ____________ of TRIBUNE COMPANY, one of the
corporations described in and which executed the foregoing instrument; that
she/he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that she/he signed her/his name
thereto by like authority.
---------------------------
Notary Public
SEAL
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the ___ day of __________, 1998, before me personally came
____________, to me known, who, being by me duly sworn, did depose and say that
she/he is the _________ of BANK OF MONTREAL TRUST COMPANY, one of the
corporations described in and which executed the foregoing instrument; that
she/he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that she/he signed her/his name
thereto by like authority.
--------------------------
Notary Public
SEAL
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Exhibit A
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR THE INDIVIDUAL DEBT SECURITIES REPRESENTED HEREBY, THIS
GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 XXXXX XXXXXX, XXX XXXX, XXX
XXXX) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
NO. CUSIP NO.
---------------- ----------------
[Form of Face of DECS]
TRIBUNE COMPANY
DECS (sm)
---------
(Debt Exchangeable for Common Stock (sm)
__% Exchangeable Note Due August 15, 2001
(Subject to Exchange at Maturity into Shares of Common
Stock, Par Value $.01 Per Share, of The Learning Company, Inc.)
Tribune Company, a Delaware corporation (hereinafter called
the "Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO. or registered assigns, the principal sum of
______________________________________________Dollars ($ ) (or $____ for
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each Debt Exchangeable for Common Stock (each, a "DECS") represented by this
note) on August 15, 2001 (subject to the mandatory exchange provisions at
Maturity described below), and to pay interest (computed on the basis of a
360-day year of twelve 30-day months) on such principal amount from the date of
original issuance or from the most recent Interest Payment Date (as defined
below) to which interest has been paid or duly provided for, quarterly on
February 15, May 15, August 15 and November 15 of each year (each, and "Interest
Payment Date" and, collectively, the "Interest Payment Dates"), commencing
November 15, 1998, at the rate per annum specified in the title of this note,
until the principal hereof is paid or made available for payment. The interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in said Indenture, be paid to the person in whose name
this DECS (or the DECS in exchange or substitution for which this DECS was
issued) is registered at the close of business on the Regular Record Date (as
defined below) for interest payable on such Interest Payment Date. The Regular
Record Date for any interest payment is the close of business on the February 1,
May 1, August 1 and November 1 immediately preceding the relevant Interest
Payment Date, whether or not a Business Day (as defined below), provided that
interest payable at Maturity shall be payable to the person to whom the
principal hereof is payable. In any case where such Interest Payment Date shall
not be a Business Day, then (notwithstanding any other provision of said
Indenture or this DECS) payment of such interest need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on such Interest Payment Date, and, if such payment is so
made, no interest shall accrue for the period from and after such Interest
Payment Date. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the registered Holder on such Regular
Record Date, and may be paid to the person in whose name this DECS (or the DECS
in exchange or substitution for which this DECS was issued) is registered at the
close of business on a record date for the payment of such interest to be fixed
by the Trustee for the DECS, notice whereof shall be given to Holders of the
DECS not less than ten days prior to such record date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the DECS may be listed and not deemed impracticable
by the Trustee, and upon such notice as may be required by such exchange.
At Maturity, the principal amount of this DECS will be
mandatorily exchanged into a number of shares of Common Stock, par value $.01
per share (the "Learning Common Stock"), of The Learning Company, Inc. ("The
Learning Company") at the Exchange Rate (as defined below). The "Exchange Rate"
is equal to (a) if the Maturity Price (as defined below) is greater than or
equal to $__ (the "Threshold Appreciation Price"), ____ shares of Learning
Common Stock per DECS, (b) if the Maturity Price is less than the Threshold
Appreciation Price but is greater than $___ (the "Initial Price"), (i) a
fraction equal to the Initial Price divided by the Maturity Price of (ii) one
share of Learning common Stock per DECS (such fractional share being calculated
to the nearest 1/10,000th of a share or, if there is not a nearest 1/10,000th of
a share, to the next higher 1/10,000th of a share) and (c) if the Maturity Price
is less than or equal to the Initial Price, one share of Learning Common Stock
per DECS. ACCORDINGLY, THE VALUE OF THE LEARNING COMMON STOCK TO BE RECEIVED BY
HOLDERS OF THE DECS (OR, AS DISCUSSED BELOW, THE CASH EQUIVALENT THAT MAY BE
RECEIVED IN
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LIEU OF SUCH SHARES) AT MATURITY WILL NOT NECESSARILY EQUAL THE PRINCIPAL AMOUNT
OF SUCH DECS. Any shares of Learning Common Stock delivered by the Company to
the Holders of the DECS that are not affiliated with The Learning Company shall
be free of any transfer restrictions, and the holders of DECS will be
responsible for the payment of any and all brokerage costs upon the subsequent
sale of such shares. No fractional shares of Learning Common Stock will be
issued at Maturity as provided in the Indenture.
The Company may at its option, in lieu of delivering shares of
Learning Common Stock, deliver cash in an amount equal to the value of such
number of shares of Learning Common Stock at the Maturity Price as provided in
the Indenture; provided, however, that if such option is exercised, the Company
shall deliver cash with respect to all, but not less than all, of the shares of
Learning Common Stock that would otherwise be deliverable.
Notwithstanding the foregoing, (i) in the case of certain
dilution events, the Exchange Rate will be subject to adjustment and (ii) in the
case of certain adjustment events, the consideration received by Holders of DECS
at Maturity will be shares of Learning Common Stock, other securities and/or
cash, each as provided in the Indenture.
The "Maturity Price" is defined as the average Closing Price
per share of Learning Common Stock on the 20 Trading Days immediately prior to
(but not including) the date of Maturity or, under certain circumstances, the
market value per share of Learning Common Stock as of the date of Maturity as
determined by a nationally recognized investment banking firm retained for this
purpose by the Company, as provided in the Indenture. The "Closing Price" of any
security on any date of determination means (i) the closing sale price (or, if
no closing sale price is reported, the last reported sale price) of such
security (regular way) on the New York Stock Exchange (the "NYSE") on such date,
(ii) if such security is not listed for trading on the NYSE on any such date, as
reported in the composite transactions for the principal United States
securities exchange on which such security is so listed, (iii) if such security
is not so listed on a United States national or regional securities exchange, as
reported by the Nasdaq Stock Market, (iv) if such security is not so reported,
the last quoted bid price for such security in the over-the counter market as
reported by the National Quotation Bureau or similar organization or (v) if such
security is not so quoted, the average of the mid-point of the last bid and ask
prices for such security from each of at least three nationally recognized
investment banking firms selected for this purpose by the Company. A "Trading
Day" is defined as a Business Day on which the security the Closing Price of
which is being determined (i) is not suspended from trading on any national or
regional securities exchange or association or over-the-counter market at the
close of business and (ii) has traded at least once on the national or regional
securities exchange or association or over-the-counter market that is the
primary market for the trading of such security. "Business Day" means any day
that is not a Saturday, a Sunday or a day on which the NYSE, banking
institutions or trust companies in The City of New York, New York are authorized
or obligated by law or executive order to close.
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Interest on this DECS will be payable, and delivery of
Learning Common Stock (or, at the Company's option, cash in an amount equal to
the value of such Learning Common Stock and/or such other consideration as
permitted or required herein) in exchange for the principal amount of this DECS
at Maturity will be made upon surrender of this DECS, at the office or agency of
the Company maintained for that purpose in The Borough of Manhattan, in The City
of New York and payment of interest on (and, if the Company elects not to
deliver Learning Common Stock and/or other securities upon exchange at Maturity,
the cash equivalent thereof payable upon exchange for the principal amount of)
this DECS will be made in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company payment of interest
may be made by check mailed to the address of the person entitled thereto as
such address shall appear on the register for the DECS.
ADDITIONAL PROVISIONS OF THIS DECS ARE CONTAINED ON THE
REVERSE HEREOF AND SUCH PROVISIONS SHALL HAVE THE SAME EFFECT AS
THOUGH FULLY SET FORTH IN THIS PLACE.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee for this DECS by manual signature, this
DECS shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose. "DECS" and "Debt Exchangeable for Common Stock" are
service marks of Salomon Brothers Inc.
IN WITNESS WHEREOF, Tribune Company has caused this instrument
to be duly executed under its corporate seal.
Dated: TRIBUNE COMPANY
By:
---------------------
Name:
Title:
Attest:
Name:
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities issued under the within-mentioned Indenture.
BANK OF MONTREAL TRUST
COMPANY, as Trustee
By:
---------------------------
Authorized Officer
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[Form of Reverse of DECS]
TRIBUNE COMPANY
__% Exchangeable Note Due August 15, 2001
(Subject to Exchange at Maturity into Shares of Common Stock,
Par Value $.01 Per Share, of The Learning Company, Inc.)
This DECS is one of a duly authorized issue of debentures,
notes or other evidences of indebtedness (hereinafter called the "Debt
Securities") of the Company of the series hereinafter specified, which series is
limited in aggregate principal amount to $____________, all such Debt Securities
issued and to be issued under an indenture dated as of January 1, 1997, as
supplemented by the [First Supplemental Indenture dated _______, 199_] (as so
supplemented and as may be further supplemented from time to time, the
"Indenture") between the Company and Bank of Montreal Trust Company, as trustee
(herein called the "Trustee", which term includes any successor Trustee under
the Indenture), pursuant to which the Company has designated Bank of Montreal
Trust Company as Trustee for the DECS, to which Indenture and all other
indentures supplemental thereto reference is hereby made for a statement of the
rights and limitation of rights thereunder of the Holders of the Debt Securities
and of the rights, obligations, duties and immunities of the Trustee for each
series of Debt Securities and of the Company, and the terms upon which the Debt
Securities are and are to be authenticated and delivered. As provided in the
Indenture, the Debt Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may be
denominated in currencies other than U.S. Dollars (including composite
currencies), may mature at different times, may bear interest, if any, at
different rates, may be subject to different redemption provisions, if any, may
be subject to different sinking fund or other purchase provisions, if any, may
be subject to different covenants and Events of Default and may otherwise vary
as in the Indenture provided or permitted. This DECS is one of a series of the
Debt Securities designated as __% Exchangeable Notes Due August 15, 2001.
The DECS may not be redeemed prior to Stated Maturity and are
not entitled to the benefit of any sinking fund.
The provisions contained in the Indenture for defeasance of
the Company's obligations upon compliance by the Company with certain conditions
set forth therein will not be applicable to the DECS. Certain other provisions
contained in the Indenture pertaining to satisfaction and discharge of the
Indenture upon deposit of funds with the Trustee shall apply to the DECS in the
manner set forth in the [First] Supplemental Indenture referred to above.
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If an Event of Default with respect to the DECS, as defined in
the Indenture, shall occur and be continuing, the principal of all DECS may be
declared due and payable and therefore will result in the mandatory exchange of
the principal amount thereof for Learning Common Stock (or, at the Company's
option, cash and/or such other consideration as permitted or required herein),
all in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Debt Securities
of each series under the Indenture at any time by the Company with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Debt Securities at the time outstanding of each series to be affected thereby.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Debt Securities of any series
at the time outstanding, on behalf of the Holders of all the Debt Securities of
such series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences
with respect to such series. Any such consent or waiver by the Holder of this
DECS shall be conclusive and binding upon such Holder and upon all future
Holders of this DECS and of any DECS issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this DECS.
No reference herein to the Indenture and no provision of this
DECS or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and interest on
this DECS at the times, place and rate, and in the manner, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, this DECS is transferable on the register for the
DECS, upon surrender of this DECS for registration of transfer at the office or
agency of the Company to be maintained for that purpose in The City of New York,
New York, or at any other office or agency of the Company maintained for that
purpose, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Registrar for the DECS duly executed
by, the Holder hereof or his attorney duly authorized in writing, and thereupon
one or more new DECS, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees. No
service charge shall be made for any such transfer or exchange, but the Company
may require payment of a sum sufficient to cover any tax or other governmental.
charge payable in connection with the registration of such transfer or exchange,
other than certain exchanges not involving any transfer.
Certain capitalized terms used in this DECS but not defined
herein have the meanings set forth in the Indenture.
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THIS DECS SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
The Company, the Trustee for the DECS and any agent of the
Company or such Trustee may treat the person in whose name this DECS is
registered as the owner hereof for the purpose of receiving payment as herein
provided and for all other purposes, whether or not this DECS be overdue, and
neither the Company, such Trustee nor any such agent shall be affected by notice
to the contrary.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN ENT - as tenants by the entireties ---------- -----------
JT TEN - as joint tenants with right of (Cust) (Minor)
survivorship and not as Under Uniform Gifts to Minors Act
tenants in common
------------------------------
(State)
Additional abbreviations may also be used though not in the above list.
---------------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
Please insert Social Security or Taxpayer I.D. or other
Identifying Number of Assignee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please Print or Type Name and Address Including Postal Zip Code of Assignee
--------------------------------------------------------------------------------
the within DECS and all rights thereunder, hereby irrevocably constituting and
appointing attorney to transfer said
-------------------------------------------
DECS on the books of Tribune Company with full power of substitution in the
premises.
Dated:
---------------------------------
-----------------------------------
Signature
-----------------------------------
NOTICE: The signature to this
assignment must correspond with the
name as it appears upon the face of
the within DECS in every
particular, without alteration or
enlargement or any change
whatsoever.
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