Exhibit 10.13
[EXECUTION COPY]
VOTING AGREEMENT
THIS VOTING AGREEMENT (this “
Agreement ”) is made and entered into this 1st day of
April, 2007 by and between Tribune Company, a Delaware corporation
(the “ Company ”), and each of Chandler Trust
No. 1 and Chandler Trust No. 2 (Chandler Trust No. 1 and Chandler
Trust No. 2 collectively being the “ Shareholders
”).
WHEREAS, concurrently herewith,
GreatBanc Trust Company, not in its individual or corporate
capacity, but solely as trustee 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 wholly owned by 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 ”) (unless otherwise
defined herein, capitalized terms used herein shall have the
meanings ascribed thereto in 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 ”);
WHEREAS, the Company, EGI-TRB,
L.L.C. (“ EGI-TRB ”) and Samuel Zell have
concurrently herewith entered into that certain Securities Purchase
Agreement, dated April 1, 2007 (the “ EGI-TRB Purchase
Agreement ”), pursuant to which EGI-TRB will purchase
from the Company, (i) as soon as practicable following the
execution and delivery of the EGI-TRB Purchase Agreement, (a)
newly-issued shares of the Company’s common stock, par value
$0.01 per share (the “ Company Common Stock ”),
and (b) an unsecured subordinated exchangeable promissory
note, and (ii) immediately following the consummation of the
Merger, (x) an unsecured subordinated promissory note and
(y) warrants to purchase shares of Company Common
Stock;
WHEREAS, concurrently herewith, the
ESOP and the Company have entered into an ESOP Purchase Agreement
(as amended from time to time, the “ ESOP Purchase
Agreement ”) pursuant to which the ESOP has, on the terms
and subject to the conditions set forth in the ESOP Purchase
Agreement, agreed to purchase shares of Company Common
Stock;
WHEREAS, as of the date hereof, each
Shareholder is the record and beneficial owner of, and has the sole
right to vote and dispose of, that number of shares of Company
Common Stock (such shares, together with any other capital stock of
the Company acquired by such Shareholder after the date hereof
whether acquired directly or indirectly, upon the exercise of
options, conversion of convertible securities or otherwise, being
collectively referred to herein as the “ Shares
”) set forth on Attachment A hereto;
WHEREAS, concurrently herewith and
as a condition to the Shareholders’ execution of this
Agreement, the Company and the Shareholders have entered into a
Registration Rights Agreement (as amended from time to time, the
“ Registration Rights Agreement ”) pursuant to
which the Company has granted the Shareholders certain registration
rights with respect to the Shares; and
WHEREAS, obtaining appropriate
shareholder approval is a condition to the consummation of the
Merger and certain of the other transactions contemplated by the
Merger Agreement.
NOW, THEREFORE, in consideration of
the foregoing, the mutual covenants and agreements set forth
herein, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
VOTING
Section
1.1
Agreement to Vote . Each Shareholder irrevocably and
unconditionally hereby agrees that from and after the date hereof
until the earlier of (a) the Effective Time and (b) any
date of termination of the Merger Agreement in accordance with its
terms (the “ Expiration Time ”), at any meeting
(whether annual or special and each adjourned or postponed meeting)
of the Company’s shareholders, however called, or in
connection with any written consent of the Company’s
shareholders, each Shareholder will (i) appear at such meeting
or otherwise cause its Owned Shares (as defined below) to be
counted as present thereat for purposes of calculating a quorum and
(ii) vote or cause to be voted (including by written consent,
if applicable) all of such Shareholder’s Shares beneficially
owned by such Shareholder as of the relevant time (the “
Owned Shares ”), (A) for approval and adoption of
the Merger Agreement and the transactions contemplated by the
Merger Agreement, (B) against any Alternative Proposal,
without regard to the terms of such Alternative Proposal, or any
other proposal made in opposition to adoption of the Merger
Agreement or in competition or inconsistent with the Merger and the
other transactions contemplated by the Merger Agreement,
(C) against any agreement, amendment of any agreement
(including the Company’s certificate of incorporation or
by-laws), or any other action that is intended or would reasonably
be expected to prevent, impede, or, in any material respect,
interfere with, delay, postpone or discourage the transactions
contemplated by the Merger Agreement, other than those specifically
contemplated by this Agreement, the Merger Agreement or the other
agreements contemplated thereby and (D) against any action,
agreement, transaction or proposal that would result in a breach of
any representation, warranty, covenant, agreement or other
obligation of the Company in the Merger Agreement, the EGI-TRB
Purchase Agreement or the ESOP Purchase Agreement.
Section
1.2
Restrictions on Transfers . The Shareholders hereby
agree that, from the date hereof until the Expiration Time, they
shall not, directly or indirectly, sell, assign, give, mortgage,
pledge, hypothecate, issue, bequeath or in any manner encumber or
dispose of, or permit to be sold, assigned, encumbered, attached or
otherwise disposed of in any manner, whether voluntarily,
involuntarily or by operation of law, with or without consideration
(collectively, “ Transfer ”), Owned Shares in an
aggregate of five percent (5%) of the Company’s outstanding
Common Stock in a single Transfer or series of related Transfers to
a third party other than Goldman Sachs & Co. (“
Goldman Sachs ”) or another financial intermediary as
nominee, underwriter or otherwise for further distribution thereof,
unless as a condition to any such Transfer or Transfers, the
transferee or transferees shall execute an agreement that contains
the same substantive covenants regarding voting and the granting of
a proxy as are contained in this Agreement (except to reflect the
change of the Shareholder).
Section
1.3
Irrevocable Proxy . Each Shareholder hereby revokes
any and all previous proxies granted with respect to his, her or
its Owned Shares. Subject to the last two sentences of this
Section 1.3, upon the request of the Company and subject to
applicable law, each Shareholder shall, or shall use its reasonable
efforts to cause Goldman Sachs as the nominee of the Shareholders
to, irrevocably appoint the Company or its designee as such
Shareholder’s
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proxy, to vote
(or cause to be voted) his, her or its Owned Shares in favor of
approval of the Merger Agreement, the Merger and the other
transactions contemplated by the Merger Agreement, as applicable,
and subject to and otherwise in accordance with Section 1.1
hereof. Such proxy shall be irrevocable and coupled with an
interest and shall be granted in consideration of the Company
entering into the Registration Rights Agreement. In the event
that Goldman Sachs for any reason fails to irrevocably appoint the
Company or its designee as such Shareholder’s proxy in
accordance with this Section 1.3, such Shareholder shall cause
Goldman Sachs to vote his, her or its Owned Shares in accordance
with Section 1.1 hereof. In the event that any
Shareholder or Goldman Sachs fails for any reason to vote his, her
or its Owned Shares in accordance with the requirements of
Section 1.1 hereof, then the Company or its designee shall
have the right to vote such Shareholder’s Owned Shares in
accordance with Section 1.1. Subject to applicable law,
the vote of the Company or its designee shall control in any
conflict between the vote by the Company or its designee of such
Shareholder’s Owned Shares and a vote by such Shareholder (or
Goldman Sachs on behalf of such Shareholder) of his, her or its
Owned Shares. Notwithstanding the foregoing, the proxy
granted by each Shareholder and/or Goldman Sachs shall be
automatically revoked upon termination of this Agreement in
accordance with its terms.
Section
1.4
Inconsistent Agreements . Each Shareholder hereby
agrees that he, she or it shall not enter into any agreement,
contract or understanding with any person prior to the termination
of the Merger Agreement directly or indirectly to vote, grant a
proxy or power of attorney or give instructions with respect to the
voting of such Shareholder’s Owned Shares in any manner which
is inconsistent with this Agreement.
Section
1.5
Waiver of Voting Restriction in Distribution Agreements
. The Company and the Shareholders hereby agree to waive
Section 4.6(b) of the Distribution Agreements (as hereinafter
defined) with respect to, and only with respect to, voting all of
the Owned Shares as contemplated by this Agreement. The
“ Distribution Agreements ” shall mean (i) the
Distribution Agreement, dated September 21, 2006, by and among
TMCT, LLC, the Company, Candle Holdings Corporation, Fortify
Holdings Corporation and the Shareholders and (ii) the Distribution
Agreement, dated September 21, 2006, by and among TMCT II, LLC, the
Company, Fortification Holdings Corporation, Wick Holdings
Corporation, Eagle New Media Investments, LLC, Eagle Publishing,
LLC and the Shareholders. For purposes of clarification, the
provisions of Section 4.6(b) of the Distribution Agreements do not
apply to the transfer of any Owned Shares by a Trust Member (as
defined in the Distribution Agreements) to any person other than a
beneficiary of a Trust Member following the transfer of all of such
Trust Member’s right, title and interest in and to the Owned
Shares.
ARTICLE II
NO SOLICITATION
Section
2.1
General . Each Shareholder in his, her or its capacity
as a shareholder of the Company shall not, and shall direct his,
her or its Representatives not to, directly or indirectly,
(a) solicit, initiate or knowingly facilitate or encourage any
inquiry with respect to, or the making, submission or announcement
of, any Alternative Proposal, (b) participate in any
negotiations regarding, or furnish to any person any nonpublic
information regarding, an Alternative Proposal, (c) engage in
discussions with any person regarding an Alternative Proposal,
(d) approve, endorse or recommend any Alternative Proposal,
(e) enter into any letter
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of intent or
agreement in principle or any agreement providing for any
Alternative Proposal, or (f) otherwise cooperate with, or
assist or participate in, or knowingly facilitate or encourage any
effort or attempt by any person (other than EGI-TRB, the ESOP,
Merger Sub or their respective Representatives) with respect to, or
which would reasonably be expected to result in, an Alternative
Proposal (the activities specified in clauses (a) through (f) being
hereinafter referred to as the “ Restricted Activities
”); provided , that if the Company is engaging in
Restricted Activities in compliance with Section 5.3 of the Merger
Agreement, the Shareholders may participate with the Company in
such Restricted Activities. Each Shareholder shall promptly
inform his, her or its Representatives of the obligations under
this Section 2.1. Without limiting the foregoing, it is
understood that any action of any Representative of any Shareholder
that would be a violation if taken by such Shareholder shall be
deemed to be a breach of this Section 2.1 by such
Shareholder.
Section
2.2
Notification . Each Shareholder promptly shall advise
the Company, EGI-TRB and the ESOP orally and in writing of
(a) any Alternative Proposal after the date hereof or
indication or inquiry after the date hereof with respect to or that
would reasonably be expected to lead to any Alternative Proposal,
(b) any request after the date hereof for nonpublic
information relating to the Company or its Subsidiaries, other than
requests for information not reasonably expected to be related to
an Alternative Proposal, or (c) any inquiry or request after
the date hereof for discussion or negotiation regarding an
Alternative Proposal, including in each case the identity of the
person making any such Alternative Proposal or indication or
inquiry and the material terms of any such Alternative Proposal or
indication or inquiry (including copies of any document or
correspondence evidencing such Alternative Proposal or
inquiry). Each Shareholder shall keep the Company, EGI-TRB
and the ESOP reasonably informed on a current basis (and in any
event promptly after the occurrence of any changes or developments)
of the status (including the material terms and conditions thereof
and any material change thereto) of any such Alternative Proposal
or indication or inquiry, including furnishing copies of any
written revised proposals. No Shareholder shall enter into
any confidentiality agreement with any person subsequent to the
date of this Agreement which prohibits such Shareholder from
providing such information to the Company, EGI-TRB or the ESOP as
required by this Section 2.2.
Section
2.3
Ongoing Discussions . On the date hereof, each
Shareholder shall, and shall direct his, her or its Representatives
to, immediately cease any discussions or negotiations with any
parties that may be ongoing with respect to any Alternative
Proposal.
Section
2.4
Capacity . Each Shareholder is signing this Agreement
solely in such Shareholder’s capacity as a shareholder of the
Company and nothing contained herein shall limit
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