EXHIBIT 4.14
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FIRST SUPPLEMENTAL INDENTURE
Dated as of June 12, 2000
SUPPLEMENTING AND AMENDING
THE
INDENTURE
Dated as of April 15, 1997
Between
THE TIMES MIRROR COMPANY
AND
CITIBANK, N.A.,
as Trustee
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FIRST SUPPLEMENTAL INDENTURE (this "FIRST SUPPLEMENTAL INDENTURE"), dated
as of June 12, 2000, between Tribune Company, a Delaware corporation ("TRIBUNE"
or "SUCCESSOR"), The Times Mirror Company, a Delaware corporation (the
"COMPANY"), and Citibank, N.A., a national banking association duly incorporated
and existing under the laws of the United States of America, as trustee (the
"TRUSTEE").
R E C I T A L S
The Company has heretofore executed and delivered to the Trustee a certain
Indenture dated as of April 15, 1997, (herein called the "INDENTURE") providing
for the issuance of its Liquid Yield Option Notes (TM) due 2017 (collectively,
herein called the "SECURITIES"). All capitalized terms used in this First
Supplemental Indenture and not defined herein shall have the meanings assigned
to them in the Indenture.
Pursuant to an Agreement and Plan of Merger, dated as of March 13, 2000
between the Company and Tribune, the Company has been merged with and into
Tribune effective as of the date hereof (the "MERGER") under the General
Corporation law of the State of Delaware with Tribune being the surviving
corporation.
Section 5.01 of the Indenture provides that in the event the Company shall
consolidate with or merge into a successor company, the successor company shall
expressly assume, by an indenture supplemental to the Indenture, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and any premium and interest on all the
Securities and the performance or observance of every covenant of the Indenture
to be performed or observed by the Company and shall provide for conversion
rights in accordance therewith.
Section 11.14 of the Indenture requires that this First Supplemental
Indenture provide that each Holder of the Securities may convert the Securities
into the kind and amount of securities, cash or other assets which such Holder
would have received immediately after the consolidation, merger, binding share
exchange or transfer if such Holder had converted the Security immediately
before the effective date of the transaction, assuming (to the extent
applicable) that such Holder (i) was not a constituent person or an Affiliate
of a constituent person to such transaction; (ii) made no election with respect
thereto; and (iii) was treated alike with the plurality of non-electing Holders.
Section 11.14 of the Indenture further requires that this First Supplemental
Indenture provide for adjustments which shall be as nearly equivalent as may be
practical to the adjustments provided for in Article XI of the Indenture.
Section 9.01(2) of the Indenture provides that a supplemental indenture may
be entered into by the Company and the Trustee without the consent of any
Holders to comply with provisions in the Indenture related to the succession of
another Person to the Company, and the assumption by any such successor of the
covenants of the Company in the Indenture and in the Securities.
The Company has furnished the Trustee with (i) an Officers' Certificate and
(ii) an Opinion of Counsel, each stating that all conditions precedent provided
for in the Indenture with respect to this First Supplemental Indenture have been
complied with, and (iii) a copy of the
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Board Resolution authorizing the execution of supplemental indentures including
this First Supplemental Indenture.
All things necessary to authorize the assumption by the Successor of the
Company's obligations under the Indenture and to make this First Supplemental
Indenture when executed by the parties hereto a valid and binding amendment of
and supplement to the Indenture have been done and performed.
NOW, THEREFORE, for and in consideration of the premises contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto do hereby mutually covenant
and agree as follows:
SECTION 1. Defined Terms; Amended Provisions.
1.1 Section 1.01 of the Indenture is hereby amended by adding the
following definitions:
"Tribune" means Tribune Company, a Delaware corporation.
"Tribune Common Stock" means common stock, par value $.01 per share,
of Tribune.
1.2 All references in the Indenture (including any and all exhibits
thereto) to the defined term Series A Common Stock shall be deemed to be
references to the defined term Tribune Common Stock.
1.3 The second to last paragraph of Section 3.09(a) of the Indenture
is hereby amended by deleting the following words: "or the Xxxxxxxx Trusts or
any trustees thereof".
1.4 The third paragraph of Section 9 of the Form of Reverse Side of
LYON on Exhibit A-1 of the Indenture and the Form of Reverse Side of Regulation
S Temporary Global Security on Exhibit A-2 of the Indenture is hereby amended by
replacing the number "5.828" with the number "14.57".
1.5 The address which appears under the phrase "if to the Company:" in
Section 13.02 is hereby amended to read as follows:
Tribune Company
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Secretary
SECTION 2. Each Holder of the Securities may convert the Securities
into the kind and amount of securities, cash or other assets which such Holder
would have received immediately after the Merger if such Holder had converted
the Security immediately before the effective date of the Merger, assuming (to
the extent applicable) that such Holder (i) was not a constituent
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person or an Affiliate of a constituent person to such transaction; (ii) made no
election with respect thereto; and (iii) was treated alike with the plurality of
non-electing Holders.
SECTION 3. This First Supplemental Indenture shall become effective on the
date the Merger becomes effective and duly executed counterparts hereof shall
have been signed by the Trustee, the Company and Tribune.
SECTION 4. Subject to the terms of this First Supplemental Indenture, the
Successor hereby expressly assumes, from and after the consummation of the
Merger, the due and punctual payment of the principal of and any premium and
interest on all the Securities and the performance and observance of every
obligation of the Company to be performed or observed by the Company under the
Indenture.
SECTION 5. The Successor shall, from and after the consummation of the
Merger, by virtue of the aforesaid assumption and the delivery of, and subject
to the terms of, this First Supplemental Indenture, succeed to, and be
substituted for, and may exercise every right and power of, the Company under
the Indenture with the same effect as if the Successor had been named as the
Company in the Indenture.
SECTION 6. Subject to the terms of this First Supplemental Indenture, the
Successor makes and reaffirms as of the date of execution of this First
Supplemental Indenture all of the Company's representations, warranties,
covenants and agreements set forth in the Indenture.
SECTION 7. All covenants and agreements in this First Supplemental
Indenture made by the Successor shall bind its successors and assigns, whether
so expressed or not.
SECTION 8. In case any provision in this First Supplemental Indenture 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.
SECTION 9. Nothing in this First Supplemental Indenture, express or
implied, shall give to any Person, other than the parties hereto and their
successors under the Indenture and the Holders of the Securities, any benefit or
any legal or equitable right, remedy or claim under the Indenture.
SECTION 10. The First Supplemental Indenture supplements the Indenture and
shall be a part and subject to all the terms thereof. Except as supplemented
hereby, the Indenture shall continue in full force and effect.
SECTION 11. This First Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
* * * *
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This First Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunder affixed and attested, all as of the day and year first above written.
TRIBUNE COMPANY, a Delaware corporation
By: /s/ Crane X. Xxxxxx
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Name: Crane X. Xxxxxx
Title: Senior Vice President,
General Counsel and Secretary
[SEAL]
Attest:
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Assistant Secretary
THE TIMES MIRROR COMPANY, a Delaware
corporation
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
and General Counsel
[SEAL]
Attest:
By: /s/
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Name:
Title:
[Signature Page to the First Supplemental Indenture]
CITIBANK, N.A., as Trustee
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Senior Trust Officer
[SEAL]
Attest:
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Assistant Vice President
[Signature Page to the First Supplemental Indenture]
