EXHIBIT B
VOTING AGREEMENT
This Voting Agreement (the "Agreement"), dated as of March 13, 2000,
is entered into by and among Tribune Company, a Delaware corporation
("Tribune"), and the entities set forth on Schedule I hereto (the
"Stockholders").
Tribune and The Times Mirror Company, a Delaware corporation (the
"Company"), are, concurrently with execution of this Agreement, entering into an
Agreement and Plan of Merger, dated as of March 13, 2000 (the "Merger
Agreement"), providing for, among other things, a merger of the Company with and
into Tribune (the "Merger"). Terms that are defined in the Merger Agreement and
not defined in this Agreement will have the meanings ascribed thereto in the
Merger Agreement.
As a condition to its willingness to enter into the Merger Agreement,
Tribune has required that the Stockholders agree, and each Stockholder is
willing to agree, to the matters set forth herein. In consideration of the
foregoing, including the execution and delivery by Tribune of the Merger
Agreement, and the agreements set forth below, the parties hereto agree as
follows:
1. Each Stockholder represents, warrants and agrees that (a) Schedule
I hereto sets forth the number, class and series of shares of capital stock of
the Company of which the undersigned is the record or beneficial owner (the
"Shares"), (b) as of the date hereof, it owns the Shares, free and clear of all
liens, charges, encumbrances, voting agreements and commitments of every kind,
except as disclosed in Schedule 1, and (c) it has sole voting and dispositive
power over all of the Shares.
2. Each Stockholder agrees that it will not contract to sell, sell or
otherwise transfer or dispose of any of the Shares, or any interest therein, or
securities convertible into, or any voting rights with respect to, any of the
Shares, other than (a) pursuant to the Merger or (b) a transfer to a party who
executes a counterpart of this letter agreement, in form and substance
reasonably satisfactory to Tribune, agreeing to be bound by the terms and
provisions hereof. Without limiting the foregoing, each Stockholder agrees that
it will not grant any proxies or powers of attorney or enter into a voting
agreement or other arrangement with respect to any Shares or deposit any Shares
into a voting trust. Each of Xxxxxxxx Trust I and Xxxxxxxx Trust II hereby
agrees that it shall not convert any Company Series C Common Shares into Company
Series A Common Shares.
3. Each Stockholder agrees that it will vote, or cause to be voted,
all of the shares of capital stock of the Company beneficially owned by it, or
with respect to which it has the right to vote, including the Shares, at any
meeting of stockholders of the Company (including any adjournment or
postponement thereof), or pursuant to any action by written consent:
(a) in favor of the Merger Agreement, the Merger, the other
transactions contemplated by the Merger Agreement, and any actions
required in furtherance thereof;
(b) against any action or agreement that (i) could reasonably be
expected to result in a breach in any material respect of any covenant,
representation or warranty, or any other obligation of the Company, under
the Merger Agreement or any related agreement or (ii) is intended, or
could reasonably be expected, to materially impede, interfere with, delay,
postpone or adversely affect the Merger or the other transactions
contemplated by the Merger Agreement; and
(c) against any Takeover Proposal (other than the Merger);
provided, that if the Board of Directors of the Company modifies or withdraws
its approval or recommendation of the Offer and the Merger in connection with a
Superior Proposal pursuant to Section 6.3 of the Merger Agreement on or prior to
April 2, 2000, the shares of capital stock of the Company beneficially owned by
Xxxxxxxx Trust I and Xxxxxxxx Trust II, or with respect to which Xxxxxxxx Trust
I or Xxxxxxxx Trust II has the right to vote, which, in the aggregate, carry 40%
of the total voting power of the outstanding shares of the capital stock of the
Company shall be voted, or shall be caused to be voted, as set forth in clauses
(a), (b) or (c) of this Paragraph 3, and the remaining portion of the voting
power of the capital stock of the Company beneficially owned by Xxxxxxxx Trust I
and Xxxxxxxx Trust II, or with respect to which Xxxxxxxx Trust I or Xxxxxxxx
Trust II has the right to vote, shall be voted, or shall be caused to be voted,
with respect to the matters set forth in clauses (a), (b) and (c) of this
Paragraph 3 in the same proportion, based on the actual votes cast, as all
shares of voting capital stock of the Company (other than shares owned by
Xxxxxxxx Trust I or Xxxxxxxx Trust II, or with respect to which Xxxxxxxx Trust I
or Xxxxxxxx Trust II has the right to vote, but including shares owned by
Tribune and any of its Affiliates, or with respect to which Tribune or any of
its Affiliates has the right to vote) are voted on such matters.
4. Each Stockholder agrees to cooperate fully with Tribune in
connection with the Merger Agreement and the transactions contemplated thereby,
including, without limitation, by executing an affiliate letter provided for in
Section 7.8 of the Merger Agreement within the applicable time periods specified
in Section 7.8 of the Merger Agreement. Each of Xxxxxxxx Trust I and Xxxxxxxx
Trust II agrees that it will not, and it shall not permit or authorize any of
its directors, managers, members, trustees, stockholders, officers, employees,
Affiliates, agents or advisors to, initiate, solicit or encourage any
discussions, inquiries or proposals with any third party that constitute or may
reasonably be expected to lead to a Takeover Proposal, or provide any such
Person with information or assistance or discuss or negotiate with any such
Person with respect to a possible Takeover Proposal. Each of Xxxxxxxx Trust I
and Xxxxxxxx Trust II agrees to notify Tribune as promptly as practicable of any
inquiry, discussion or proposal that constitutes or may reasonably be expected
to lead to a Takeover Proposal promptly after it becomes aware of such inquiry,
discussion or proposal.
5. Each Stockholder who owns shares of preferred stock of the Company
as shown on Schedule I hereto hereby confirms that it is the beneficial and
record holder of the outstanding shares of preferred stock of the Company as
shown on Schedule I hereto, which, in the aggregate, constitute all the
outstanding shares of such preferred stock, and that the Merger Agreement, the
Merger and the other transactions contemplated by the Merger Agreement do not
require approval or adoption thereof by the holders of any outstanding shares of
preferred stock of the Company. To the extent that, notwithstanding the
foregoing, such approval is required, each such Stockholder hereby consents, in
accordance with Section 228 of the DGCL, to the
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Merger Agreement, the Merger and the other transactions contemplated by the
Merger Agreement.
6. Without limiting the provisions of the Merger Agreement, in the
event (a) of any stock dividend, stock split, recapitalization,
reclassification, combination or exchange of shares of capital stock of the
Company affecting any of the Shares, or (b) any Stockholder shall become the
beneficial owner of any additional shares of capital stock of the Company or
other securities entitling the holder thereof to vote or give consent with
respect to the matters set forth in paragraph 3 or paragraph 5 hereof, then the
terms of this Agreement shall apply to the shares of capital stock or other
securities of the Company held by such Stockholder immediately following the
effectiveness of the events described in clause (a) or such Stockholder becoming
the beneficial owner thereof as described in clause (b), as though they were
Shares of such Stockholder hereunder. Each Stockholder hereby agrees, while this
Agreement is in effect, to notify Tribune of the number of any new Shares
acquired by such Stockholder, if any, after the date hereof
7. Each Stockholder hereby waives any and all appraisal, dissenters or
similar rights that it may have with respect to the Merger and the other
transactions contemplated by the Merger Agreement pursuant to the DGCL or other
applicable Law.
8. Each of TMCT, LLC, TMC II, LLC, Eagle New Media Investments, LLC
and Chandis Acquisition Corporation hereby agrees that it shall make the Stock
Election with respect to any Company Common Shares owned beneficially or of
record by it.
9. In the event that the Merger Agreement is terminated, Xxxxxxxx
Trust I and Xxxxxxxx Trust II hereby agree to vigorously oppose and seek to
prevent any effort by the Company and/or the Board of Directors of the Company,
prior to the first anniversary of the termination of the Merger Agreement, to
convert any Company Series C Common Shares into Company Series A Common Shares
in connection with a Takeover Proposal (other than a conversion that would take
effect immediately prior to or contemporaneously with the consummation of the
transactions contemplated by such Takeover Proposal). The obligations of
Xxxxxxxx Trust I and Xxxxxxxx Trust II to vigorously oppose and seek to prevent
set forth in the immediately preceding sentence shall include, without
limitation, the obligation of Xxxxxxxx Trust I and Xxxxxxxx Trust II to commence
and maintain litigation contesting such conversion and pursue such litigation
diligently and in good faith.
10. Each of Tribune and each Stockholder represents and warrants that
it has all necessary power and authority to enter into this Agreement, that this
Agreement is the legal, valid and binding agreement of Tribune or such
Stockholder, as the case may be, and that this Agreement is enforceable against
Tribune or such Stockholder, as the case may be, in accordance with its terms.
11. This Agreement may be terminated at the option of Tribune, on the
one hand, or any of the Stockholders, on the other hand, at any time after the
earlier of (a) the day following the Effective Time and (b) termination of the
Merger Agreement in accordance with its terms; provided, that the obligations of
Xxxxxxxx Trust I and Xxxxxxxx Trust II under paragraph 9 shall survive until the
earlier of (i) the day following the Effective Time and (ii) the later of (A)
the first anniversary of the termination of the Merger Agreement in accordance
with its terms and (B) the resolution of any litigation brought pursuant to
paragraph 9. This
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Agreement may also be terminated, as to any Stockholder, by the mutual agreement
of Tribune and such Stockholder; provided, that such termination as to such
Stockholder will not affect the obligations of any other Stockholder hereunder.
No termination of this Agreement will relieve any party from liability for any
material breach of its obligations hereunder committed prior to such termination
(or committed during the time period set forth in the proviso to the first
sentence of this paragraph 11).
12. The parties hereto agree that irreparable damage would occur in
the event that any of the provisions of this Agreement were not performed in
accordance with the terms hereof or were otherwise breached and that each party
shall be entitled to specific performance of the terms hereof in addition to any
other remedy which may be available at law or in equity.
13. All notices and other communications hereunder shall be in writing
and shall be deemed given upon (a) confirmation of a receipt of a facsimile
transmission, (b) confirmed delivery by an overnight courier or when delivered
by hand, or (c) confirmation of receipt when sent by certified or registered
mail, postage prepaid, addressed, in the case of Tribune, to the address set
forth for Tribune in the Merger Agreement (with copies as set forth in the
Merger Agreement) and in the case of a Stockholder, to the address set forth
under such Stockholder's name on Schedule I hereto (or at such other address for
any party as shall be specified by like notice).
14. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto; provided, that, with respect to the rights and
obligations of any Stockholder under this Agreement, this Agreement may be
amended with the approval of such Stockholder and Tribune, notwithstanding the
failure to obtain the approval of any other Stockholder.
15. This Agreement shall not be assigned by operation of law or
otherwise without the prior written consent of the other parties hereto. This
Agreement will be binding upon, inure to the benefit of and be enforceable by
each party and such party's respective heirs, beneficiaries, executors,
representatives and permitted assigns.
16. This Agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
17. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of such invalidity or unenforceability, without rendering invalid
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. If any provision of this Agreement is
so broad as to be unenforceable, the provision shall be interpreted to be only
so broad as is enforceable.
18. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without giving effect to the provisions
thereof relating to conflicts of law).
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19. The representations, warranties, covenants and agreements of the
Stockholders in this Agreement are made severally, and not jointly, by each
Stockholder.
20. The Company is hereby expressly made a third party beneficiary to
the proviso set forth in paragraph 3.
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IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by the duly authorized officers, trustees or other representatives of
Tribune Company and of each Stockholder on the day and year first written above.
Tribune Company
By: /s/
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Name:
Xxxxxxxx Trust I
By: /s/
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Trustee
/s/
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Trustee
/s/
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Trustee
/s/
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Trustee
/s/
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Trustee
/s/
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Trustee
/s/
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Trustee
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Xxxxxxxx Trust II
By: /s/
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Trustee
/s/
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Trustee
/s/
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Trustee
/s/
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Trustee
/s/
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Trustee
/s/
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Trustee
/s/
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Trustee
TMCT, LLC
By: The Times Mirror Company,
as Managing Member
By: /s/
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Name:
Title:
TMCT II, LLC
By: The Times Mirror Company,
as Managing Member
By: /s/
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Name:
Title:
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Eagle New Media Investments, LLC
By: The Times Mirror Company,
as Sole Member
By: /s/
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Name:
Title:
Chandis Acquisition Corporation
By: /s/
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Name:
Title:
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