Exhibit 4.2
[EXECUTION COPY]
REGISTRATION RIGHTS
AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT
(this “ Agreement ”) is made and entered into as
of April 1, 2007 between Chandler Trust No. 1 (“ Trust
1 ”), Chandler Trust No. 2 (“Trust 2” and
collectively with Trust 1, the “ Chandler Trusts
” and together with any Permitted Transferee, the “
Stockholders ”), and Tribune Company, a Delaware
corporation (the “ Company ”).
WHEREAS, concurrently herewith,
GreatBanc Trust Company, not in its individual or corporate
capacity, but solely as trustee (the “ ESOP Fiduciary
”) of the Tribune Employee Stock Ownership Trust, which forms
a part of the Tribune Employee Stock Ownership Plan (the “
ESOP ”), TESOP Corporation, a Delaware corporation and
wholly owned subsidiary of the ESOP (“ Merger Sub
”), and the Company have entered into an Agreement and Plan
of Merger (as amended from time to time, the “ Merger
Agreement ”) pursuant to which the ESOP will acquire the
Company by merging Merger Sub with and into the Company (the
“ Merger ”), with the Company surviving the
Merger as the surviving corporation (the “ Surviving
Corporation ”); and
WHEREAS, concurrently herewith, the
Company has entered into a Voting Agreement (the “ Voting
Agreement ”) with the Chandler Trusts, pursuant to which
the Chandler Trusts have agreed, subject to the terms and
conditions thereof, to vote in favor of the Merger Agreement and
the Merger.
NOW, THEREFORE, the Company agrees
with the Stockholders, for their benefit as holders of the
Company’s Common Stock (as defined herein), and the
Stockholders agree with the Company, as follows:
SECTION 1.
Definitions
. In
addition to the terms that are defined elsewhere in this Agreement,
the following terms shall have the following meanings:
“ Agreement ” has
the meaning specified in the first paragraph of this
Agreement.
“ Business Day ”
means each Monday, Tuesday, Wednesday, Thursday and Friday that is
not a day on which banking institutions in The City of Chicago are
authorized or obligated by law or executive order to
close.
“ Chandler Trusts
” has the meaning specified in the first paragraph of this
Agreement.
“ Common Stock ”
means any of the common stock, par value $0.01 per share, of the
Company.
“ Company ” has
the meaning specified in the first paragraph of this
Agreement.
“ Deferral Notice
” has the meaning specified in Section 3(g).
“ Deferral Period
” has the meaning specified in Section 3(g).
“ Exchange Act ”
means the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the SEC promulgated thereunder.
“ Form S-3 ”
means such form under the Securities Act as is in effect on the
date hereof or any successor registration form under the Securities
Act subsequently adopted by the SEC which permits inclusion or
incorporation of substantial information by reference to other
documents filed by the Company with the SEC.
“ Issuer Free Writing
Prospectus ” has the meaning specified in Section
2(d).
“ Material Event
” has the meaning specified in Section 3(g).
“ Permitted Transferee
” means (i) any person to whom Registrable Securities are
transferred in connection with a derivative or hedging transaction
and (ii) any trust to which Registrable Securities are transferred
and which has the same trustees as the Chandler Trusts.
“ Person ” shall
mean any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust,
unincorporated organization or government or other agency or
political subdivision thereof.
“ Prospectus ”
means the prospectus included in any Registration Statement, as
amended or supplemented by all amendments and prospectus
supplements, including post-effective amendments, and all materials
incorporated by reference or explicitly deemed to be incorporated
by reference in such Prospectus.
“ Registrable
Securities ” means (1) any shares of Common Stock held by
the Stockholders as of the date hereof, (2) any shares of Common
Stock of the Company issued as (or issuable upon the conversion or
exercise of any warrant, right or other security which is issued
as) a dividend or other distribution with respect to, or in
exchange for or in replacement of, any shares of Common Stock owned
by the Stockholders, and (3) any shares of Common Stock owned,
held, borrowed or sold by underwriters or counterparties in
connection with derivative or hedging transactions with respect to
any shares of Common Stock held by the Stockholders. As to
any particular Registrable Securities, such securities shall cease
to be Registrable Securities on the earliest of the date on which
such securities: (i) have been effectively registered under the
Securities Act and disposed of in accordance with a Registration
Statement; (ii) have been sold to the public pursuant to Rule 144
or may be sold or transferred pursuant to Rule l44(k) (or any
similar provision then in force, but not Rule 144A) under the
Securities Act; or (iii) cease to be outstanding (whether as a
result of redemption, repurchase and cancellation, conversion or
otherwise).
“ Registration
Statement ” means any registration statement of the
Company that covers any of the Registrable Securities pursuant to
the provisions of this Agreement, including the Prospectus,
amendments and supplements to such registration statement,
including post-effective amendments, all exhibits, and all
materials incorporated by reference or explicitly deemed to be
incorporated by reference in such registration
statement.
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“ Rule 144 ”
means Rule 144 under the Securities Act, as such Rule may be
amended from time to time, or any similar or successor rule or
regulation hereafter adopted by the SEC having substantially the
same effect as such Rule.
“ SEC ” means the
United States Securities and Exchange Commission and any successor
agency.
“ Securities Act
” means the Securities Act of 1933, as amended, and the rules
and regulations promulgated by the SEC thereunder.
“ Stockholders ”
has the meaning specified in the first paragraph of this
Agreement.
“ Stockholder Indemnified
Person ” has the meaning specified in Section
6(a).
“ Trust 1 ” has
the meaning specified in the first paragraph of this
Agreement.
“ Trust 2 ” has
the meaning specified in the first paragraph of this
Agreement.
SECTION
2.
Form S-3
Registration .
(a)
Shelf Registration
. The Company shall,
immediately following the commencement of the Offer (as defined in
the Merger Agreement), (i) effect an automatic shelf Registration
Statement on Form S-3 pursuant to Section 415 of the Securities Act
and any related qualification or compliance with respect to all of
the Registrable Securities owned by the Stockholders, or (ii) file
a post-effective amendment to the Company’s outstanding
effective Form S-3 Registration Statement covering all or a portion
of the Registrable Securities; provided that the
Stockholders agree not to sell, offer for sale or otherwise
directly or indirectly act as a distribution participant (as
defined in Regulation M under the Exchange Act (“
Regulation M ”)) with respect to any Registrable
Securities pursuant to such Registration Statement prior to the
consummation or termination of the Offer unless outside counsel to
the Company and outside counsel to the Chandler Trusts reasonably
mutually agree that such actions by the Stockholders would not
cause the Offer or purchases of shares of Common Stock by the
Company pursuant to the Offer to violate Regulation M. The
Company shall cause such Registration Statement, or an amendment or
replacement thereto, to remain effective until the earliest of (1)
each Closing, as defined in (A) that certain Put/Call Letter
Agreement with respect to TMCT, LLC, dated as of September 21,
2006, by and among the Company, the Stockholders and the other
parties named therein and (B) that certain Put/Call Letter
Agreement with respect to TMCT II, LLC, dated as of September 21,
2006, by and among the Company, the Stockholders and the other
parties named therein, shall have occurred, (2) November 22, 2007
or (3) the Effective Time (as defined in the Merger
Agreement).
(b)
Plan and Method of
Distribution . The
Stockholders shall have the right to determine the plan and method
of distribution for the Registrable Securities to be reflected in
the shelf Registration Statement, which plan and method shall
comply with all applicable laws, and the Stockholders shall provide
the Company with all necessary information with respect thereto for
inclusion in such Registration Statement. If the plan or
method of distribution for any
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Registrable Securities is to be an
underwritten offering, the selection of the underwriters shall be
subject to the Company’s reasonable approval.
(c)
Suspension
. The Company may suspend for
a period of no more than 90 days in any 12-month period,
effectiveness or use of such Registration Statement (and the
Stockholders agree not to offer or sell any Registrable Securities
pursuant to such Registration Statement during such deferral or
suspension), pursuant to this Section 2(c) or clause (C) of Section
3(g), if the Company determines in good faith that the sale of
Registrable Securities pursuant to such Registration Statement
might (A) interfere with or adversely affect the negotiation
or completion of any material transaction or other Material Event
that is being contemplated by the Company or (B) involve
initial or continuing disclosure obligations relating to a Material
Event, the disclosure of which would, in the reasonable judgment of
the Company, be materially adverse to its interests.
(d) Issuer Free-Writing
Prospectuses . The Company represents and agrees that,
unless it obtains the prior consent of the Stockholders or the
approval of the counsel for the Stockholders, and the Stockholders
represent and agree that, unless they obtain the prior consent of
the Company, it will not make any offer relating to the Registrable
Securities that would constitute an “issuer free writing
prospectus,” as defined in Rule 433 under the Securities Act
(an “ Issuer Free Writing Prospectus ”), or that
would otherwise constitute a “free writing prospectus,”
as defined in Rule 405 under the Securities Act, required to be
filed with the SEC. The Company represents that any Issuer
Free Writing Prospectus will not include any information that
conflicts with the information contained in a Registration
Statement or Prospectus and that any Issuer Free Writing
Prospectus, when taken together with the information in the
Registration Statement and the Prospectus, will not include any
untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not
misleading.
SECTION
3.
Registration
Procedures . The Company
shall:
(a)
Before filing any
Prospectus or any amendments or supplements to the Registration
Statement with the SEC, furnish to the Stockholders copies of all
such documents proposed to be filed and use reasonable efforts to
reflect in each such document when so filed with the SEC such
comments as the Stockholders reasonably shall propose within three
(3) Business Days of the delivery of such copies to the
Stockholders.
(b)
As promptly as
reasonably practicable (i) give notice to the Stockholders of
the effectiveness of the Registration Statement filed hereunder
and, prepare and file with the SEC such amendments and supplements
to such Registration Statement and the Prospectus used in
connection therewith as may be necessary to keep such Registration
Statement effective for the period described in Section 2(a) above
(or until the distribution described in the Registration Statement
has been completed or such lesser period of time as the Company or
the Stockholders may be required under the Securities Act to
deliver a Prospectus in connection with any sale of Registrable
Securities and to comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such
Registration Statement during such period in accordance with the
intended methods of disposition by the Stockholders set forth in
such Registration Statement) and use its reasonable best efforts to
comply with the provisions of the
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Securities Act
with respect to the disposition of securities covered by such
Registration Statement during such period in accordance with the
intended methods of disposition by the Stockholders set forth in
such Registration Statement, provided that the Company shall
not be required to amend the Registration Statement to reflect an
addition or change in the identities of selling stockholders more
than once in any 60-day period, (ii) give notice to the
Stockholders of any request, following the effectiveness of a
Registration Statement under the Securities Act, by the SEC or any
other federal or state governmental authority for amendments or
supplements to any Registration Statement or related Prospectus or
for additional information, (iii) give notice to the
Stockholders of the issuance by the SEC or any other federal or
state governmental authority of any stop order or injunction
suspending or enjoining the use of any Prospectus or the
effectiveness of any Registration Statement or the initiation of
any proceedings for that purpose, (iv) give notice to the
Stockholders of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for offering or
sale under the securities or “blue sky” laws in any
jurisdiction or the initiation of any proceeding for such purpose
and (v) give notice to the Stockholders of the occurrence of
(but not the nature of or details concerning) a Material Event
(provided, however, that no notice by the Company shall be required
pursuant to this clause (v) in the event that the Company
promptly files a Prospectus supplement to update the Prospectus or
the Company files a Current Report on Form 8-K or other appropriate
Exchange Act report that is incorporated by reference into the
applicable Registration Statement, which, in either case, contains
the requisite information with respect to such Material Event that
results in such Registration Statement no longer containing any
untrue statement of material fact or omitting to state a material
fact necessary to make the statements contained therein not
misleading, which notice may, at the discretion of the Company (or
as required pursuant to Section 3(g)), state that it constitutes a
Deferral Notice, in which event the provisions of Section 3(g)
shall apply.
(c)
In the event of
the issuance of any stop order suspending the effectiveness of a
Registration Statement, or of any order suspending or preventing
the use of any related Prospectus or suspending the qualification
of any Common Stock included in such Registration Statement for
sale in any jurisdiction, the Company shall use its reasonable best
efforts promptly to obtain the withdrawal of such
order.
(d)
Furnish to the
Stockholders such number of copies of such Registration Statement,
each amendment and supplement thereto, the Prospectus included in
such Registration Statement (including each preliminary prospectus)
and such other documents as the Stockholders may reasonably request
in order to facilitate the disposition of the Registrable
Securities owned by the Stockholders.
(e)
Enter into such
customary agreements (including underwriting agreements in
customary form) and take all such other actions as the
underwriters, if any, reasonably request in order to expedite or
facilitate the disposition of such Registrable Securities, except
to the extent any such agreement or other action would materially
interfere with the conduct of the Company’s
business.
(f)
Subject to
Section 3(g), use reasonable best efforts to register or
qualify or cooperate with the Stockholders in connection with the
registration or qualification (or exemption from such registration
or qualification) of such Registrable Securities for offer
and
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sale under the
securities or “blue sky” laws of such jurisdictions
within the United States as the Stockholders reasonably request in
writing, it being agreed that no such registration or qualification
will be made unless so requested; provided , that the
Company will not be required to (i) register or qualify as a
foreign corporation or as a dealer in securities in any
jurisdiction where it is not otherwise qualified or where it would
be subject to income tax as a foreign corporation, or to take any
action that would subject it to the service of process in any
jurisdiction where it is not now so subject or (ii) take any
action that would subject it to general or unlimited service of
process in suits or to taxation in any such jurisdiction where it
is not then so subject.
(g)
Upon (A) the
issuance by the SEC of a stop order suspending the effectiveness of
a Registration Statement or the initiation of proceedings with
respect to a Registration Statement under Section 8(d) or 8(e)
of the Securities Act, (B) the occurrence or existence of any
development, event, fact, situation or circumstance (a “
Material Event ”) as a result of which any
Registration Statement shall contain any untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading, or any Prospectus shall contain any untrue statement of
a material fact or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under
which they were made, not misleading (including, in any such case,
as a result of the non-availability of financial statements), or
(C) the occurrence or existence of any Material Event relating
to the Company that, in the sole discretion of the Company acting
in good faith, makes it appropriate to suspend the availability of
such Registration Statement and the related Prospectus, (i) in
the case of clause (B) above, subject to the next sentence, as
promptly as practicable prepare and file a post-effective amendment
to such Registration Statement or a supplement to the related
Prospectus or any document incorporated therein by reference or
file any other required document that would be incorporated by
reference into such Registration Statement and Prospectus so that
such Registration Statement does not contain any untrue statement
of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading, and such Prospectus does not contain any untrue
statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, as
thereafter delivered to the purchasers of the Registrable
Securities being sold thereunder, and, in the case of a
post-effective amendment to a Registration Statement, subject to
the next sentence, use reasonable efforts to cause it to be
declared effective as pro
