Exhibit 99.6
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Tribune Company
March 8, 1990
Tribune Company
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Dear Sirs:
This letter will confirm the agreement between Tribune Company
(the "Company") and Xxxxxxx Xxxxx Money Markets Inc. ("GSMMI") with respect to
the offer and sale by GSMMI of short-term promissory notes ("Notes") proposed to
be issued from time to time by the Company in transactions not involving a
public offering within the meaning of Section 4(2) of the Securities Act of 1933
(the "1933 Act") and Rule 506 thereunder. The Company understands that this
letter does not constitute a commitment or obligation, expressed or implied, on
the part of GSMMI to purchase any Notes from the Company, or to offer or sell
any Notes.
1. The Notes will be issuable in denominations of not less
than $250,000, will not be exchangeable for smaller denominations, will be
payable to Bearer and will have maturities not exceeding 270 days from the date
of issue. The Notes will be issued through Xxxxxx Guaranty Trust Company in
accordance with an issuing agency agreement between the Company and such bank
dated November 22, 1985, a copy of which has been furnished to GSMMI. The
Company will not amend such agreement without first informing GSMMI, and will
promptly furnish to GSMMI a copy of any amendment to such agreement.
2. The Company hereby confirms to GSMMI that within the
preceding six months neither the Company nor any person acting on behalf of the
Company other than GSMMI or Xxxxxxx Xxxxx Money Markets Inc. ("Xxxxxxx") has
offered or sold any Notes, or any substantially similar security of the Company,
to, or solicited offers to buy any thereof from, any person other than GSMMI or
Xxxxxxx. The Company also agrees that, as long as the Notes are being offered
for sale by GSMMI as contemplated hereby and until at least six months after the
offer of Notes hereunder has been terminated, neither the Company nor any person
other than GSMMI or Xxxxxxx will offer the Notes or any substantially similar
security of the Company for sale to, or solicit offers to, or solicit offers to
buy any thereof from
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Tribune Company
being understood that this agreement is made with a view to bringing the offer
and sale of the Notes within the exemption provided by Section 4(2) of the
Securities Act of 1933 and Rule 506 thereunder. Further, both the Company and
GSMMI agree that neither the Company nor any person acting on its behalf, nor
GSMMI, will offer or sell, or solicit offers to buy, the Notes by any form of
general solicitation or general advertising, within the meaning of Rule 502(c)
under the 1933 Act or otherwise. The Company also confirms that it has entered
into an agreement with Xxxxxxx which contains provisions relating to the manner
of offering the Notes which are substantially similar to the provisions
contained in this agreement.
3. (a) GSMMI proposes to maintain a list of prospective
purchasers of the Notes to whom GSMMI may make offers and sales of Notes (the
"Investor List"). It is contemplated that GSMMI will include on such Investor
List (i) investors who may purchase Notes for their own accounts, (ii) investors
who may purchase Notes as fiduciary or agent for the accounts of others and
(iii) investors for whose accounts Notes may be purchased by others as fiduciary
or agent.
(b) An investor will be included on the Investor List only if
believed by GSMMI to be a sophisticated institutional investor which (A) is an
"accredited investor" as that term is defined in Rule 501(a) under the 1933 Act
("Accredited Investor") or, if the potential investor is a fiduciary or agent
(other than a U.S. bank or savings and loan association) who will be purchasing
Notes for one or more accounts, each such account will be an Accredited
Investor, and (B) either (i) has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of
investing in Notes or (ii) is represented by a fiduciary or agent with sole
investment discretion having such knowledge and experience. Not more than 300
investors may at any time be on the Investor List, but for this purpose any one
investor and its fiduciary or agent, if any, may be counted as a single
investor. Subject to the limitations set forth above, an investor may be added
to the Investor List at any time. An investor may be deleted, however, only if
no offer or sale of Notes to it has been made during the preceding six months.
(c) GSMMI will offer and sell Notes only to investors which at
the time are on the Investor List and are believed by GSMMI to meet the
requirements set forth above for inclusion thereon.
4. (a) GSMMI will furnish to each purchaser of Notes (or to
the fiduciary or agent acting for such purchaser), at or before the time of the
sale of Notes to such purchaser, an Offering Memorandum in form and substance
satisfactory to the Company and GSMMI. The Offering Memorandum at any time may
consist of an annual Offering Memorandum and one or more supplemental Memoranda
and will, among other things:
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Tribune Company
(i) Include summary financial and other
information derived from the Company's
latest Annual Report on Form 10-K and
from any subsequent reports by it on
Forms 10-Q or 8-K or materials mailed by
it to its public stockholders; and
incorporate by reference such Form 10-K
report and any such subsequent 10-Q or
8-K reports;
(ii) Include a statement to the effect that
copies of reports filed by the Company
with the Securities and Exchange
Commission or mailed by it to its public
stockholders, as well as such additional
information, if any, as an investor in
Notes may reasonably request, may be
obtained through GSMMI;
(iii) Set forth on the first page of the annual
Offering Memorandum, with a reference
thereto on the first page of each
supplemental Memorandum, statements
substantially as follows:
PRIVATE PLACEMENT
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND SALES THEREOF MAY BE MADE
ONLY TO INSTITUTIONAL INVESTORS APPROVED AS
ACCREDITED INVESTORS BY XXXXXXX XXXXX MONEY MARKETS
INC. OR XXXXXXX XXXXX MONEY MARKETS INC. (EACH AN
"AUTHORIZED ENTITY"). BY ITS ACCEPTANCE OF THIS NOTE
THE PURCHASER REPRESENTS THAT THIS NOTE IS BEING
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR
FOR SALE IN CONNECTION WITH, ANY PUBLIC DISTRIBUTION
THEREOF AND THAT ANY RESALE OF THIS NOTE WILL BE MADE
ONLY TO OR THROUGH AN AUTHORIZED ENTITY TO AN
INSTITUTIONAL INVESTOR APPROVED BY SUCH AUTHORIZED
ENTITY AS AN ACCREDITED INVESTOR.
Each purchaser of a Note will be deemed to have
represented and agreed as follows: (1) the purchaser
understands that the Notes are being issued only in
transactions not involving any
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Tribune Company
public offering within the meaning of the Securities
Act of 1933; (2) the purchaser is a sophisticated
institutional investor who (A) is an "Accredited
Investor" as that term is defined in Rule 501(a)
under the Securities Act of 1933 (or is a fiduciary
or agent (other than a U.S. bank or savings and loan
association) which is purchasing the Note for the
account of an Accredited Investor) and (B) has such
knowledge and experience (or is a fiduciary or agent
with sole investment discretion having such knowledge
and experience) in financial and business matters
that it (or such fiduciary or agent) is capable of
evaluating the merits and risks of investing in such
Note; (3) such Note is being purchased for the
purchaser's own account (or for the account of one or
more other institutional investors for which it is
acting as duly authorized fiduciary or agent), for
investment and not with a view to public
distribution; (4) if in the future the purchaser (or
any such other investor or any other fiduciary or
agent representing such investor) decides to sell
such Note prior to maturity, it will be sold only to
Xxxxxxx Xxxxx Money Markets Inc. ("GSMMI") or Xxxxxxx
Xxxxx Capital Markets Inc. ("Xxxxxxx") or through
GSMMI or Xxxxxxx and only in a transaction exempt
from registration under such Act; (5) the purchaser
understands that, although GSMMI and Xxxxxxx may
repurchase Notes, GSMMI and Xxxxxxx are not obligated
to do so, and accordingly the purchaser (or any such
other investor) should be prepared to hold such Note
until maturity; and (6) the purchaser understands
that such Note will bear a legend substantially as
set forth in capital letters above.
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Tribune Company
(b) The Company agrees to furnish promptly to GSMMI three
copies of all reports filed with the Securities and Exchange Commission, all
documents filed with any stock exchange, all documents mailed to the Company's
public shareholders, all press releases (issued by its corporate headquarters)
and such other publicly distributed documents as GSMMI may reasonably request in
order for GSMMI to prepare from time to time offering memoranda for distribution
to purchasers of Notes and in order for GSMMI to evaluate at any time the
ability of the Company to pay the Notes as they mature. The Company also agrees
to furnish to GSMMI such additional information concerning the Company as GSMMI
may reasonably request.
(c) If at any time any event or other development occurs as a
result of which the Offering Memorandum (including any documents incorporated by
reference therein) includes an untrue statement of material fact or omits to
state a material fact necessary in order to make the statements contained
therein, in light of the circumstances under which they were made, not
misleading, the Company will promptly notify GSMMI thereof, and GSMMI will not
thereafter use such Offering Memorandum or offer or sell Notes until an
appropriately revised Offering Memorandum is available. Each sale of a Note by
the Company to GSMMI shall constitute a representation by the Company that the
Offering Memorandum (including any documents incorporated by reference therein)
at such time does not contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
5. Each Note will bear a legend substantially as set forth in
capital letters under "Private Placement" in paragraph 4(a) (iii) above.
6. The Company and GSMMI agree that not later than 15 days
after the first sale of any Note as contemplated by this agreement, the Company
will timely file with the Securities and Exchange Commission five copies of a
notice on Form D (one of which will be manually signed by a person duly
authorized by the Company), in accordance with the requirements of Rule 503
under the 1933 Act. The Company will also timely file such amendments to its
notice on Form D as may be required by Rule 503. The Company will furnish to
GSMMI evidence of each such filing (including a copy thereof). GSMMI will advise
the Company promptly after the first sale of any Note hereunder has been
confirmed by GSMMI to the purchaser, and GSMMI will also furnish to the Company
any information which GSMMI may have that may be necessary to permit the Company
to prepare such notice on Form D.
7. The Company agrees promptly from time to time to take such
action as GSMMI may reasonably request to qualify the Notes for offering and
sale under the securities laws of such jurisdictions as GSMMI may request and to
comply with such laws so as to permit the continuance of sales and dealings
therein in
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Tribune Company
such jurisdictions for as long as may be necessary to complete the transactions
contemplated hereby, provided that in connection therewith the Company shall not
be required to qualify as a foreign corporation or to file a general consent to
service of process in any jurisdiction other than consent to service of process
under such state securities laws. The Company also agrees to reimburse GSMMI for
any reasonable fees or costs incurred in so qualifying the Notes.
8. This agreement will continue in effect until terminated as
provided in this paragraph. This agreement may be terminated by the Company by
giving written notice of its election to do so to GSMMI; or by GSMMI by giving
written notice of its election to do so to the Company. This agreement shall
terminate at the close of business on the first business day following the
receipt of such notice by the party to whom such notice was given; provided,
however, that the provisions of the first two sentences of paragraph 2,
paragraph 4(c) (except that the provisions of the first sentence thereof shall
survive only until no Notes sold to or through GSMMI remain outstanding), and 6
and 7 shall continue in effect subsequent to any such termination for a period
of six months from the last maturity of a Note sold to or through GSMMI.
9. This agreement and each Note shall be governed by, and
construed in accordance with, the laws of the State of New York.
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If the foregoing is in accordance with your understanding
please confirm the same by signing and returning a copy hereof.
Yours very truly,
XXXXXXX XXXXX MONEY MARKETS INC.
By_/s/ Xxxxxxx X. Xxxxx
Title:
Confirmed as of the
above date:
TRIBUNE COMPANY
By /s/ Xxxxx X. Xxxxxx
Title: Treasurer
