EXHIBIT 1.1
TRIBUNE COMPANY
Underwriting Agreement
Chicago, Illinois
__________, 199__
[Identity and Address
of Representatives]
Dear Sirs:
Tribune Company, a Delaware corporation (the "Company"), proposes to sell
to the underwriters named in Schedule II hereto (the "Underwriters"), for whom
you are acting as representatives (the "Representatives"), the principal amount
of its securities identified in Schedule I hereto [1: (the "Securities")] [2:
(the "Purchased Debt Securities")]/1/, to be issued under an indenture dated as
of __________, 1997, between the Company and Bank of Montreal Trust Company, as
trustee (the "Trustee"), as supplemented to the date hereof (the "Indenture")
[2: and the Company's warrants identified in Schedule I hereto (the "Warrants")
to be issued under a warrant agreement to be dated as of ____________, 19___,
between the Company and ______________________________, as warrant agent (the
"Warrant Agreement"), which Warrants shall be exercisable to purchase the
additional securities identified in Schedule I hereto, which securities shall
have the same terms and interest rate as the Purchased Debt Securities (the
"Warrant Debt Securities") to be issued under the Indenture. Each _____________
principal amount of the Purchased Debt Securities and _______________ Warrant[s]
are hereinafter called a "Unit", and the Units and the Warrant Debt Securities
are hereinafter called the "Securities"]. If the firm or firms listed in
Schedule II hereto include only the firm or firms listed as the Representatives
in Schedule I hereto, then the terms "Underwriters" and "Representatives", as
used herein, shall each be deemed to refer to such firm or firms.
1. Representations and Warranties. The Company represents and warrants
to, and agrees with, each Underwriter that:
(a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the "Act"), and has filed with the
Securities and Exchange Commission (the "Commission") a registration
statement on such Form (the file number of which is set forth in Schedule I
hereto), which has become effective, for the registration under the Act of
the Securities. Such registration statement, as amended at the date of this
Agreement, meets the requirements set forth in Rule 415(a)(1)(x) under the
Act and complies in all other material respects with said Rule. The Company
proposes to file with the Commission pursuant to Rule 424 under the Act a
supplement to the form of prospectus included in such registration
statement relating to the Securities and the plan of distribution thereof
and has previously advised you of all further information (financial and
other) with respect to the Company to be set forth therein. Such
registration statement, including the exhibits thereto, as amended at the
date of this Agreement is hereinafter called the "Registration Statement";
such prospectus in the form in which it appears in the Registration
Statement is hereinafter called the "Basic Prospectus"; and such
supplemented form of prospectus, in the
------------------------------
/1/ Bracketed language should be inserted as follows:
1: If only debt securities are to be sold; and
2: If debt securities and warrants are to be sold together in Units.
form in which it shall be filed with the Commission pursuant to Rule 424
(including the Basic Prospectus as so supplemented) is hereinafter called
the "Final Prospectus". Any preliminary form of the Final Prospectus, which
has heretofore been filed pursuant to Rule 424 is hereinafter called the
"Preliminary Final Prospectus." Any reference herein to the Registration
Statement, the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 which
were filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on or before the date of this Agreement, or the issue date
of the Basic Prospectus, any Preliminary Final Prospectus or the Final
Prospectus, as the case may be; and any reference herein to the terms
"amend", "amendment" or "supplement" with respect to the Registration
Statement, the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus shall be deemed to refer to and include the filing of any
document under the Exchange Act after the date of this Agreement, or the
issue date of the Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, as the case may be, deemed to be incorporated therein by
reference.
(b)(i) As of the date hereof, (ii) when the Final Prospectus is first
filed or transmitted for filing pursuant to Rule 424 under the Act, (iii)
when, prior to the Closing Date (as hereinafter defined in Section 3), any
amendment to the Registration Statement becomes effective (including the
filing of any document incorporated by reference in the Registration
Statement), (iv) when any supplement to the Final Prospectus is filed with
the Commission and (v) at the Closing Date: (x) the Registration Statement,
as amended as of any such time, and the Final Prospectus, as amended or
supplemented as of any such time, and the Indenture will comply in all
material respects with the applicable requirements of the Act, the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the
Exchange Act and the respective rules thereunder, (y) the Registration
Statement, as amended as of any such time, will not contain any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary in order to make the statements therein not
misleading and (z) the Final Prospectus, as amended or supplemented as of
any such time, will not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading; provided, however, that the Company makes no representations or
warranties as to (x) that part of the Registration Statement which shall
constitute the Statement of Eligibility (Form T-1) under the Trust
Indenture Act of the Trustee or (y) any information contained in or omitted
from the Registration Statement or the Final Prospectus or any amendment
thereof or supplement thereto in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of any
Underwriter through the Representatives specifically for use in connection
with the preparation of the Registration Statement and the Final
Prospectus.
(c) As of the date hereof and at the Closing Date:
(i) each of the Company and Chicago Tribune Company, Sentinel
Communications Company, Sun-Sentinel Company and Tribune Broadcasting
Company (individually, a "Designated Subsidiary" and collectively, the
"Designated Subsidiaries") has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
jurisdiction in which it is chartered or organized, with full
corporate power and authority to own its properties and conduct its
business as described in the Basic Prospectus (as of the date hereof)
or the Final Prospectus (as of the Closing Date), and is duly
qualified or licensed to do business as a foreign corporation and is
in good standing under the laws of each jurisdiction where the
character of the properties owned or leased or the nature of the
activities conducted by such corporations, respectively, makes such
qualifications or licensing necessary, and where the failure to be so
qualified or licensed might materially adversely affect the financial
condition, assets, operations or prospects of the Company and its
subsidiaries considered as one enterprise;
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(ii) all the outstanding shares of capital stock of each
Designated Subsidiary have been duly and validly authorized and issued
and are fully paid and nonassessable, and, except as otherwise set
forth in the Basic Prospectus (as of the date hereof) or the Final
Prospectus (as of the Closing Date), all outstanding shares of capital
stock of the Designated Subsidiaries are owned by the Company either
directly or through wholly owned subsidiaries free and clear of any
perfected security interest and any other security interests, claims,
liens or encumbrances;
(iii) the Indenture has been duly authorized, executed and
delivered and constitutes a legal, valid and binding instrument
enforceable against the Company in accordance with its terms (subject,
as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting
creditors' rights generally from time to time in effect and to general
principles of equity (regardless of whether enforceability is
considered in a proceeding in equity or at law)); the Indenture has
been duly qualified under the Trust Indenture Act; and the [1:
Securities] [2: Units] have been duly authorized and, when executed
and authenticated in accordance with the provisions of the Indenture
and delivered to and paid for by the purchasers thereof, will
constitute legal, valid and binding obligations of the Company, except
as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws of general applicability
relating to or affecting the enforcement of creditor's rights or by
the effect of general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law) and
will be entitled to the benefits of the Indenture;
(iv) the financial statements of the Company and its
consolidated subsidiaries included or incorporated by reference in the
Basic Prospectus (as of the date hereof) or the Final Prospectus (as
of the Closing Date) present fairly the financial position of the
Company and such consolidated subsidiaries as at the dates indicated
and the results of their operations for the periods specified; except
as stated therein, said financial statements have been prepared in
conformity with generally accepted accounting principles applied on a
consistent basis;
(v) to the best knowledge of the Company, there is no pending or
threatened action, suit or proceeding before any court or governmental
agency, authority or body or any arbitrator involving the Company or
any of the Designated Subsidiaries of a character required to be
disclosed in the Registration Statement which is not adequately
disclosed in the Basic Prospectus (as of the date hereof) or the Final
Prospectus (as of the Closing Date), and there is no franchise,
contract or other document of a character required to be described in
the Registration Statement or Basic Prospectus (as of the date hereof)
or the Final Prospectus (as of the Closing Date), or to be filed as an
exhibit, which is not described or filed as required;
(vi) this Agreement has been duly authorized, executed and
delivered by the Company;
(vii) no consent, approval, authorization or order of any court
or governmental agency or body, domestic or foreign, is required for
the consummation of the transactions contemplated herein except such
as have been obtained under the Act and such as may be obtained under
the blue sky laws of any jurisdiction in connection with the sale of
the [1: Securities] [2: Notes] as contemplated by this Agreement and
such other approvals as have been obtained; and
(viii) none of the execution of the Indenture, the issuance and
sale of the [1: Securities] [2: Notes], the consummation of any other
of the transactions herein contemplated or the fulfillment of the
terms hereof will conflict with, result in a breach of, or constitute
a default under the charter or by-laws of the Company or the terms of
any indenture or other agreement or instrument to which the Company or
any of the Designated Subsidiaries is a party or bound, or any order,
decree, rule or regulation known to the Company to be applicable to
the Company or any of its subsidiaries of
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any court, regulatory body, administrative agency, governmental body
or arbitrator, domestic or foreign, having jurisdiction over the
Company or any of its subsidiaries.
(d) The Company confirms as of the date hereof, and at the Closing
Date, that the Company is in compliance with all provisions of Section 1 of
Laws of Florida, Chapter 92-198, An Act Relating to Disclosure of Doing
Business with Cuba, and the Company further agrees that if it commences
engaging in business with the government of Cuba or with any person or
affiliate located in Cuba after the date the Registration Statement becomes
or has become effective with the Commission or with the Florida Department
of Banking and Finance (the "Department"), whichever date is later, or if
the information reported in the Basic, Preliminary Final or the Final
Prospectus, if any, concerning the Company's business with Cuba or with any
person or affiliate located in Cuba changes in any material way, the
Company will provide the Department notice of such business or change, as
appropriate, in a form acceptable to the Department.
2. Purchase and Sale. Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the Company agrees to
sell to each Underwriter, and each Underwriter agrees, severally and not
jointly, to purchase from the Company, at the purchase price set forth in
Schedule I hereto, the [1: principal amount of the Securities] [2: number of
Units] set forth opposite such Underwriter's name in Schedule II hereto except
that, if Schedule I hereto provides for the sale of [1: Securities] [2: Units]
pursuant to delayed delivery arrangements, the respective [1: principal amounts
of Securities] [2: numbers of Units] to be purchased by the Underwriters shall
be as set forth in Schedule II hereto less the respective amounts of Contract
Securities determined as provided below. [1: Securities] [2: Units] to be
purchased by the Underwriters are herein sometimes called the "Underwriters'
Securities" and [1: Securities] [2: Units] to be purchased pursuant to Delayed
Delivery Contracts as hereinafter provided are herein called "Contract
Securities".
If so provided in Schedule I hereto, the Underwriters are authorized to
solicit offers to purchase [1: Securities] [2: Units] from the Company pursuant
to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in
the form of Schedule III hereto but with such changes therein as the Company may
authorize or approve. The Underwriters will endeavor to make such arrangements
and, as compensation therefor, the Company will pay to the Representatives, for
the account of the Underwriters, on the Closing Date, the percentage set forth
in Schedule I hereto of the [1: principal amount of the Securities] [2: number
of units] for which Delayed Delivery Contracts are made. Delayed Delivery
Contracts are to be with institutional investors, including commercial and
savings banks, insurance companies, pension funds, investment companies and
educational and charitable institutions. The Company will enter into Delayed
Delivery Contracts in all cases where sales of Contract Securities arranged by
the Underwriters have been approved by the Company but, except as the Company
may otherwise agree, each such Delayed Delivery Contract must be for not less
than the minimum [1: principal amount] [2: number] set forth in Schedule I
hereto and the [1: aggregate principal amount] [2: number] of Contract
Securities may not exceed the maximum aggregate [1: principal amount] [2:
number] set forth in Schedule I hereto. The Underwriters will not have any
responsibility in respect of the validity or performance of Delayed Delivery
Contracts. The [1: principal amount of Securities] [2: number of Units] to be
purchased by each Underwriter as set forth in Schedule II hereto shall be
reduced by an amount which shall bear the same proportion to the total
[1: principal amount] [2: number] of Contract Securities as the [1: principal
amount of Securities] [2: number of Units] set forth opposite the name of such
Underwriter bears to the aggregate [1: principal amount] [2: number] set forth
in Schedule II hereto, except to the extent that you as Representatives
determine that such reduction shall be otherwise than in such proportion and so
advise the Company in writing; provided, however, that the total [1: principal
amount of Securities] [2: number of Units] to be purchased by all Underwriters
shall be the aggregate [1: principal amount] [2: number] set forth in Schedule
II hereto less the aggregate principal amount of Contract Securities.
3. Delivery and Payment. Delivery of and payment for the Underwriters'
Securities shall be made at the location, in the currency, on the date and at
the time specified in Schedule I hereto (or such later date not later than five
business days after such specified date as the Representatives shall designate),
which date and time may be postponed by agreement between the Representatives
and the Company as provided in Section 8 hereof (such date and
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time of delivery and payment for the Underwriters' Securities being herein
called the "Closing Date"). Delivery of the Underwriters' Securities shall be
made to the Representatives for the respective accounts of the several
Underwriters against payment by the several Underwriters through the
Representatives of the purchase price thereof to or upon the order of the
Company by certified or official bank check or checks payable (or wire transfer)
in immediately available (same day) funds. Certificates for the Underwriters'
Securities shall be registered in such names and in such denominations as the
Representatives may request not less than three full business days in advance of
the Closing Date.
The Company agrees to have the Underwriters' Securities available for
inspection, checking and packaging by the Representatives in New York, New York,
not later than 1:00 p.m. on the business day prior to the Closing Date, except
as otherwise provided in Schedule I hereto.
4. Agreements. The Company agrees with the several Underwriters that:
(a) Prior to the termination of the offering of the [1: Securities]
[2: Units], the Company will not file any amendment of the Registration
Statement or supplement (including the Final Prospectus) to the Basic
Prospectus [2: , and prior to the exercise or expiration of all the
Warrants, the Company will not file any such amendment or supplement
relating to the Warrant Debt Securities,] unless the Company has furnished
to the Representatives for their review a copy thereof prior to filing.
Subject to the foregoing sentence, the Company will cause the Final
Prospectus to be filed (or transmitted for filing) with the Commission
pursuant to Rule 424. The Company will promptly advise the Representatives
(i) when the Final Prospectus shall have been filed (or transmitted for
filing) with the Commission pursuant to Rule 424, (ii) when any amendment
to the Registration Statement relating to the Securities shall have become
effective, (iii) of any request by the Commission for any amendment of the
Registration Statement or amendment of or supplement to the Final
Prospectus or for any additional information, (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any proceeding
for that purpose and (v) of the receipt by the Company of any notification
with respect to the suspension of the qualification of [2: any of] the
Securities for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose. The Company will use its best efforts to
prevent the issuance of any such stop order and, if issued, to obtain as
soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of
which the Final Prospectus as then amended or supplemented would include
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, or if it shall be necessary to
amend or supplement the Final Prospectus to comply with the Act, the
Exchange Act or the Trust Indenture Act or the respective rules thereunder,
the Company promptly will prepare and file with the Commission, subject to
the first sentence of subparagraph (a) of this Section 4, an amendment or
supplement which will correct such statement or omission or an amendment
which will effect such compliance.
(c) As soon as practicable, the Company will make generally available
to its security holders and to the Representatives an earnings statement or
statements (which need not be audited) of the Company and its subsidiaries
which will satisfy the provisions of Section 11(a) of the Act and Rule 158
under the Act.
(d) The Company will furnish to each of the Representatives and to
counsel for the Underwriters, without charge, one signed copy of the
Registration Statement (including exhibits thereto) and to each other
Underwriter a conformed copy of the Registration Statement (without
exhibits thereto) and each amendment thereto which shall become effective
on or prior to the Closing Date and, so long as delivery of a prospectus by
an Underwriter or dealer may be required by the Act, as many copies of each
Preliminary Final Prospectus and the Final Prospectus and any amendments
thereof and supplements thereto as the
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Representatives may reasonably request. The Company will pay the expenses
of printing all documents relating to the offering.
(e) The Company will arrange for the qualification of the Securities
for sale under the laws of such jurisdictions as the representatives may
designate, will maintain such qualifications in effect so long as required
for the distribution of the Securities, will arrange for the determination
of the legality of the Securities for purchase by institutional investors
and will pay the fee of the National Association of Securities Dealers,
Inc., if any, in connection with its review of the offering; provided,
however, that the Company shall not be required to effect or maintain any
such qualification in any jurisdiction that would result in it having to
execute or file a general consent to service of process under the laws of
such jurisdiction or to qualify to do business as a foreign corporation in
such jurisdiction.
(f) Until the business day following the Closing Date, the Company
will not, without the consent of the Representatives, offer, sell or
contract to sell, or announce the offering of, any debt securities or
warrants to purchase debt securities covered by the Registration Statement
or any other registration statement filed under the Act.
5. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligations of
the Underwriters to purchase the Underwriters' Securities shall be subject to
the accuracy of the representations and warranties on the part of the Company
contained herein as of the date hereof, as of the date of the effectiveness of
any amendment to the Registration Statement filed prior to the Closing Date
(including the filing of any document incorporated by reference therein) and as
of the Closing Date, to the accuracy of the statements of the Company made in
any certificates pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have been issued and no
proceedings for that purpose shall have been instituted or threatened; and
the Final Prospectus shall have been filed or transmitted for filing with
the Commission pursuant to Rule 424 not later than 5:00 p.m., New York City
time, on the business day following the date hereof.
(b) The Company shall have furnished to the Representatives the
opinion of Sidley & Austin, special counsel for the Company, dated the
Closing Date, to the effect that:
(i) each of the Company and the Designated Subsidiaries has been
duly incorporated and is validly existing as a corporation in good
standing under the laws of the jurisdiction in which it is chartered
or organized, with full corporation power and authority to own its
properties and conduct its business as described in the Final
Prospectus;
(ii) all the outstanding shares of capital stock of each
Designated Subsidiary have been duly and validly authorized and issued
and are fully paid and nonassessable, and, to the knowledge of such
counsel, except as otherwise set forth in the Final Prospectus, all
outstanding shares of capital stock of the Designated Subsidiaries are
owned by the Company either directly or through wholly owned
subsidiaries free and clear of any security interests, claims, liens
or encumbrances;
(iii) the Securities and the Indenture conform in all material
respects to the description thereof contained in the Final Prospectus;
the holders of outstanding shares of capital stock of the Company are
not entitled to rights to subscribe for the Securities;
(iv) the Indenture [2: and the Warrant Agreement] has [2: have]
been duly authorized, executed and delivered by the Company, and
constitute[s a] legal, valid and
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binding instrument[s] enforceable against the Company in accordance
with [1: its] [2: their] terms except as enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or other
laws of general applicability relating to or affecting the enforcement
of creditors' rights or by the effect of general principles of equity
(regardless of whether enforceability is considered in a proceeding in
equity or at law); the Indenture has been duly qualified under the
Trust Indenture Act; and the Securities have been duly authorized and,
when executed and authenticated [2: or countersigned] in accordance
with the provisions of the Indenture [2: or the Warrant Agreement, as
the case may be,] and the procedures adopted by the Special Committee
thereof and delivered to and paid for by the Underwriters pursuant to
this Agreement, in the case of the Underwriters' Securities, or by the
purchasers thereof pursuant to Delayed Delivery Contracts, in the case
of any Contract Securities, [2: or by the purchasers thereof pursuant
to the Warrant Agreement, in the case of the Warrant Debt Securities]
will constitute legal, valid and binding obligations of the Company
except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws of general
applicability relating to or affecting the enforcement of creditors'
rights or by the effect of general principles of equity (regardless of
whether enforceability is considered in a proceeding in equity or at
law) and will be entitled to the benefits of the Indenture [2: or the
Warrant Agreement, as the case may be];
(v) to the knowledge of such counsel, there is no pending or
threatened action, suit or proceeding before any court or governmental
agency, authority or body or any arbitrator involving the Company or
any of its Designated Subsidiaries of a character required to be
disclosed in the Registration Statement which is not adequately
disclosed in the Final Prospectus, and there is no franchise, contract
or other document of a character required to be described in the
Registration Statement or Final Prospectus, or to be filed as an
exhibit to the Registration Statement, which is not described or filed
as required; and the statements included or incorporated in the Final
Prospectus with respect to any such action, suit, proceeding,
franchise, contract or other document fairly summarize the matters
required to be disclosed or described;
(vi) the Registration Statement and any amendments thereto have
become effective under the Act; to the best knowledge of such counsel,
no stop order suspending the effectiveness of the Registration
Statement, as amended, has been issued, no proceedings for that
purpose have been instituted or threatened; the Registration
Statement, the Final Prospectus and each amendment thereof or
supplement thereto as of their respective effective or issue dates
(other than the financial statements, financial data, statistical data
and supporting schedules included or incorporated by reference
therein, as to which such counsel need express no opinion) complied as
to form in all material respects with the applicable requirements of
the Act and the Exchange Act and the respective rules thereunder; and
although such counsel has not independently verified, is not passing
upon and assumes no responsibility for the accuracy, completeness or
fairness of statements contained in the Registration Statement or any
amendment thereof or the Final Prospectus or any amendment or
supplement thereof, except as noted above, nor has such counsel
verified the computation or compilation of financial statements and
other financial data, nothing has come to such counsel's attention
which causes such counsel to believe that the Registration Statement
or any amendment thereof (other than the financial statements,
financial data, statistical data and supporting schedules, as to which
such counsel need express no belief), at the time it became effective
and at the date of this Agreement, contained any untrue statement of a
material fact or omitted to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading or
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that the Final Prospectus, as amended or supplemented (other than the
financial statements, financial data, statistical data and supporting
schedules, as to which such counsel need express no belief), at the
Closing Date, includes any untrue statement of a material fact or
omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading;
(vii) this Agreement and any Delayed Delivery Contracts have been
duly authorized, executed and delivered by the Company;
(viii) no consent, approval, authorization or order of any court
or governmental agency or body, domestic or foreign, is required for
the consummation of the transactions contemplated herein or in any
Delayed Delivery Contracts except such as have been obtained under the
Act and such as may be required under the blue sky laws of any
jurisdiction in connection with the purchase and distribution of the
Securities by the Underwriters and such other approvals (specified in
such opinion) as have been obtained;
(ix) neither the execution of the Indenture, the issuance and
sale of the Securities, nor the consummation of any other of the
transactions herein contemplated or the fulfillment of the terms
hereof or of any Delayed Delivery Contracts will result in a breach
of, or constitute a default under, the charter or by-laws of the
Company or the terms of any indenture or other material agreement or
instrument known to such counsel and to which the Company or any of
its Designated Subsidiaries is a party or bound, or any order, decree,
rule or regulation known to such counsel to be applicable to the
Company or any of its Designated Subsidiaries of any court, regulatory
body, administrative agency, governmental body or arbitrator, domestic
or foreign, having jurisdiction over the Company or any of its
Designated Subsidiaries;
(x) no holders of outstanding securities of the Company have
rights to the registration of such securities under the Registration
Statement; and
(xi) if the Securities are to be listed on any stock exchange,
authorization therefor has been given, subject to official notice of
issuance and evidence of satisfactory distribution, or the Company has
filed a preliminary listing application and all required supporting
documents with respect to the Securities with such stock exchange and
such counsel has no reason to believe that the Securities will not be
authorized for listing, subject to official notice of issuance and
evidence of satisfactory distribution.
Such counsel may limit its opinion to matters involving the
application of the laws of the State of Illinois or the United States or
the General Corporation Law of the State of Delaware and, in rendering such
opinion, may rely as to matters of fact, to the extent they deem proper, on
certificates of responsible officers of the Company and public officials.
(c) The Representatives shall have received from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇,
counsel for the Underwriters, such opinions, dated the Closing Date, with
respect to the issuance and sale of the Securities, the Indenture, any
Delayed Delivery Contracts, the Registration Statement, the Final
Prospectus [2: , the Warrant Agreement] and other related matters as the
Representatives may reasonably require, and the Company shall have
furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters.
(d) The Company shall have furnished to the Representatives a
certificate of the Company, signed by the Chairman of the Board, the
President or any Vice President and by the principal financial or
8
accounting officer of the Company, dated the Closing Date, to the effect
that the signers of such certificate have carefully examined the
Registration Statement, the Final Prospectus, the Indenture [2: , the
Warrant Agreement] and this Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of
the Closing Date with the same effect as if made on the Closing Date
and the Company has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied at or prior to
the Closing Date;
(ii) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose have been instituted or, to the Company's knowledge,
threatened; and
(iii) since the date of the most recent financial statements
included in the Final Prospectus, there has been no material adverse
change in the condition (financial or other), earnings, business or
properties of the Company and its subsidiaries, whether or not arising
from transactions in the ordinary course of business, except as set
forth in or contemplated in the Final Prospectus.
(e) At the Closing Date, Price Waterhouse shall have furnished to the
Representatives a letter or letters, dated as of the Closing Date, in form
and substance satisfactory to the Representatives and Price Waterhouse,
confirming that they are independent accountants with respect to Tribune
Company within the meaning of the Act and the applicable published rules
and regulations thereunder, and stating in effect that:
(i) in their opinion, the consolidated financial statements
(including financial schedules) of the Company and its subsidiaries
examined by and reported on by them and included or incorporated by
reference in the Registration Statement and the Final Prospectus
comply as to form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the
related published rules and regulations thereunder with respect to
registration statements on Form S-3;
(ii) on the basis of procedures of review in accordance with
standards established by the American Institute of Certified Public
Accountants (but not an audit in accordance with generally accepted
auditing standards) consisting of:
(a) reading the minutes of meetings of stockholders and the
Board of Directors of the Company as set forth in the minute
books through a specified date not more than five business days
prior to the date of delivery of such letter;
(b) reading the latest available unaudited interim
consolidated financial data of the Company and its consolidated
subsidiaries included or incorporated by reference in the
Registration Statement or the Final Prospectus and the latest
unaudited interim financial data made available by the Company
and its subsidiaries; and
(c) making inquiries of certain officials of the Company who
have responsibilities for financial and accounting matters
regarding the specific items for which representations are
requested below;
9
nothing has come to their attention as a result of the foregoing
procedures that caused them to believe that:
(1) the unaudited interim consolidated financial data of
the Company and its consolidated subsidiaries included or
incorporated by reference in the Registration Statement and the
Final Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the Act
and the Exchange Act and the related published rules and
regulations thereunder;
(2) any material modifications should be made to said
unaudited consolidated financial data of the Company and its
consolidated subsidiaries for it to be in conformity with
generally accepted accounting principles;
(3)(a) with respect to the period subsequent to the date of
the most recent financial statements (other than any capsule
information), audited or unaudited, included or incorporated by
reference in the Registration Statement and the Final Prospectus,
at the date of the latest available interim financial data and at
a specified date not more than five business days prior to the
date of delivery of such letter, except as otherwise disclosed in
the Final Prospectus or incorporated by reference and except when
such data is not prepared by or available from the Company, there
was any change in the common stock or long-term debt of the
Company and its consolidated subsidiaries or any decreases in
consolidated total assets, net current assets (working capital)
or stockholders' investment as compared with amounts shown in the
latest consolidated balance sheet included or incorporated by
reference in the Registration Statement or the Final Prospectus
or (b) for the period from the date of the most recent financial
statements included or incorporated by reference in the
Registration Statement or the Final Prospectus to a specified
date not more than five business days prior to delivery of such
letter, there were any decreases, as compared with the
corresponding period in the preceding year, in consolidated
operating revenues, operating profit, income before income taxes
or in the total or per-share amounts of net income, except in all
instances for changes or decreases which the Registration
Statement and the Final Prospectus disclose have occurred or may
occur, or as set forth in such letter accompanied by an
explanation thereof;
(4) with regard to the Company and its consolidated
subsidiaries, the amounts included in any unaudited "capsule"
information included or incorporated by reference in the
Registration Statement or the Final Prospectus do not agree with
the corresponding amounts in the audited or unaudited
consolidated financial statements from which such amounts were
derived or were not determined on a basis substantially
consistent with that of the corresponding amounts in the audited
financial statements included or incorporated by reference in the
Registration Statement and the Final Prospectus;
10
(iii) they have performed certain other specified procedures as
a result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting records of the Company and its subsidiaries and
subject to the Company's system of internal accounting controls
relating to the preparation of the financial statements) set forth or
incorporated by reference in the Registration Statement and the Final
Prospectus, as amended or supplemented, including Exhibit 12 to the
Registration Statement and the information included or incorporated in
Items 1, 6 and 7 of the Company's Annual Report on Form 10-K and in
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" included or incorporated by reference in any of
the Company's Quarterly Reports on Form 10-Q, agrees with the
accounting records of the Company and its subsidiaries, excluding any
questions of legal interpretation; and
(iv) if unaudited pro forma financial statements are included or
incorporated by reference in the Registration Statement and the Final
Prospectus, on the basis of a reading of the unaudited pro forma
financial statements, carrying out certain specified procedures,
inquiries of certain officials of the Company and the acquired company
who have responsibility for financial and accounting matters, and
proving the arithmetic accuracy of the pro forma financial statements,
nothing came to their attention which caused them to believe that the
pro forma financial statements were not properly compiled on the pro
forma bases set forth in the notes thereto.
References to the Registration Statement and the Final Prospectus in
the paragraph (e) are to such documents as amended and supplemented at the date
of the letter.
(f) Subsequent to the date as of which information is given in the
Registration Statement and the Final Prospectus, there shall not have been
(i) any change or decrease specified in the letter referred to in paragraph
(e) of this Section 5 or (ii) any change, or any development involving a
prospective change, in or affecting the business or properties of the
Company and its subsidiaries the effect of which, in any case referred to
in clause (i) or (ii) above, is, in the judgment of the Representatives, so
material and adverse as to make it impractical or inadvisable to proceed
with the offering or the delivery of the Securities as contemplated by the
Registration Statement and the Final Prospectus.
(g) Subsequent to the execution and delivery of this Agreement and
prior to the Closing Date, there shall not have occurred any downgrading,
nor shall any notice have been given of any intended or potential
downgrading, in the rating accorded any of the Company's securities by any
"nationally recognized statistical rating organization," as such term is
defined for purposes of Rule 436(g)(2) under the Act.
(h) Prior to the Closing Date, the Company shall have furnished to
the Representatives such further information, certificates and documents as
the Representatives may reasonably request.
(i) The Company shall have accepted Delayed Delivery Contracts in any
case where sales of Contract Securities arranged by the Underwriters have
been approved by the Company.
If any of the conditions specified in this Section 5 shall not have
been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects
reasonably satisfactory in form and substance to the Representatives and
their counsel, this Agreement and all obligations of the Underwriters
hereunder may be canceled at, or any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given to the Company
in writing or by telephone or telegraph confirmed in writing.
11
6. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the [1:
Securities] [2: Units] provided for herein is not consummated because any
condition to the obligations of the Underwriters set forth in Section 5 hereof
is not satisfied or because of any refusal, inability or failure on the part of
the Company to perform any agreement herein or comply with any provision hereof
other than by reason of a default by any of the Underwriters, including a
default under Section 8, the Company will reimburse the Underwriters severally
upon demand for all out-of-pocket expenses (including the reasonable fees and
disbursements of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇) that shall have been reasonably incurred
by them in connection with the proposed purchase and sale of the [1:
Securities] [2: Units].
7. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to
indemnify and hold harmless each Underwriter and each person who controls any
Underwriter within the meaning of the Act or the Exchange Act against any and
all losses, claims, damages or liabilities, joint or several, to which they or
any of them may become subject under the Act, the Exchange Act or other Federal
or state statutory law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of a material fact contained in the registration statement for the registration
of the Securities as originally filed or in any amendment thereof, or in the
Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or
in any amendment thereof or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and agrees to reimburse each such indemnified party for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that (i) the Company will not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any Underwriter through the
Representatives specifically for use in connection with the preparation thereof,
or arises out of or is based upon the Statement of Eligibility (Form T-1) under
the Trust Indenture Act of the Trustee, and (ii) such indemnity with respect to
the Basic Prospectus or any Preliminary Final Prospectus shall not inure to the
benefit of any Underwriter (or any person controlling such Underwriter) from
whom the person asserting any such loss, claim, damage or liability purchased
the Securities which are the subject thereof if such person did not receive a
copy of the Final Prospectus (or the Final Prospectus as amended or
supplemented) excluding documents incorporated therein by reference at or prior
to the confirmation of the sale of such Securities to such person in any case
where such delivery is required by the Act and the untrue statement or omission
of a material fact contained in the Basic Prospectus or any Preliminary Final
Prospectus was corrected in the Final Prospectus (or the Final Prospectus as
amended or supplemented). This indemnity agreement will be in addition to any
liability which the Company may otherwise have.
(b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of the Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Company to each Underwriter, but only with reference to
written information relating to such Underwriter furnished to the Company by on
or behalf of such Underwriter through the Representatives specifically for use
in the preparation of the documents referred to in the foregoing indemnity.
This indemnity agreement will be in addition to any liability which any
Underwriter may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section
7 of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 7, notify the indemnifying party in writing of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability which it may have to any indemnified party otherwise than under
this Section 7. In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and to the extent
that it may elect by written notice delivered to the indemnified party promptly
after receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel satisfactory to such indemnified party; provided,
however, that if the defendants in any such action include both the
12
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall have
the right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying party
to such indemnified party of its election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 7 for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the expenses of
more than one separate counsel (other than local counsel used principally to
facilitate local litigation), approved by the Representatives in the case of
paragraph (a) of this Section 7, representing the indemnified parties under such
paragraph (a) who are parties to such action), (ii) the indemnifying party shall
not have employed counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement of the
action or (iii) the indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying party; and except
that, if clause (i) or (iii) is applicable, such liability shall be only in
respect of the counsel referred to in such clause (i) or (iii). The indemnifying
party shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there be a final
judgment (after all rights to appeal have been exhausted) for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for reasonable fees and
expenses of counsel required to be paid by this Section 8(c), the indemnifying
party agrees that it shall be liable for any settlement of any proceeding
effected without its written consent if (i) such settlement is entered into more
than 90 days after receipt by such indemnifying party of the aforesaid request
and (ii) such indemnifying party shall not have reimbursed the indemnified party
in accordance with such aforesaid request prior to the date of such settlement.
No indemnifying party shall, without the prior written consent of the
indemnified party (which consent shall not be unreasonably withheld), effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is a party unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the
subject matter of such proceeding.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of this
Section 7 is due in accordance with its terms but is for any reason held by a
court to be unavailable from the Company on grounds of policy or otherwise, the
Company and the Underwriters shall contribute to the aggregate losses, claims,
damages and liabilities (including legal or other expenses reasonably incurred
in connection with investigating or defending same) to which the Company and one
or more of the Underwriters may be subject in such proportion so that the
Underwriters are responsible for that portion represented by the percentage that
the underwriting discount bears to the sum of such discount and the purchase
price of the [1: Securities] [2: Units] specified in Schedule I hereto and the
Company is responsible for the balance; provided, however, that (y) in no case
shall any Underwriter (except as may be provided in the agreement among
underwriters relating to the offering of the [1: Securities] [2: Units]) be
responsible for any amount in excess of the underwriting discount applicable to
the [1: Securities] [2: Units]) purchased by such Underwriter hereunder and (z)
no person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 7,
each person who controls an Underwriter within the meaning of the Act shall have
the same rights to contribution as such Underwriter, and each person who
controls the Company within the meaning of the Act or the Exchange Act, each
officer of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contributions as the
Company, subject in each case to clause (y) of this paragraph (d). Any party
entitled to contribution will, promptly after receipt of notice of commencement
of any action, suit or proceeding against such party in respect of which a claim
for contribution may be made against another party or parties under this
paragraph (d), notify such party or parties from whom contribution may be
sought, but the omission to so notify
13
such party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph (d).
8. DEFAULT BY AN UNDERWRITER. If any one or more Underwriters shall fail
to purchase and pay for any of the [1: Securities] [2: Units] agreed to be
purchased by such Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated
severally to take up and pay for (in the respective proportions which the [1:
principal amount of Securities] [2: number of Units] set forth opposite their
names in Schedule II hereto bears to the aggregate [1: principal amount of
Securities] [2: number of Units] set forth opposite the names of all the
remaining Underwriters) the [1: Securities] [2: Units] which the defaulting
Underwriter or Underwriters agreed but failed to purchase; provided, however,
that in the event that the aggregate [1: principal amount of Securities] [2:
number of Units] which the defaulting Underwriter or Underwriters agreed but
failed to purchase shall exceed 10% of the aggregate [1: principal amount of
Securities] [2: number of Units] set forth in Schedule II hereto, the remaining
Underwriters shall have the right to purchase all, but shall not be under any
obligation to purchase any, of the [1: Securities] [2: Units], and if such
nondefaulting Underwriters do not purchase all the [1: Securities] [2: Units]
this Agreement will terminate without liability to any nondefaulting Underwriter
or the Company. In the event of a default by any Underwriter as set forth in
this Section 8, the Closing Date shall be postponed for such period, not
exceeding seven days, as the Representatives shall determine in order that the
required changes in the Registration Statement and the Final Prospectus or in
any other documents or arrangements may be effected. Nothing contained in this
Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Company and any nondefaulting Underwriter for damages occasioned by its
default hereunder.
9. TERMINATION. This Agreement shall be subject to termination in the
absolute discretion of the Representatives, by notice given to the Company prior
to delivery of and payment for the [1: Securities] [2: Units], if prior to
such time (i) trading in the Company's Common Stock shall have been suspended by
the Commission or the New York Stock Exchange or trading in securities generally
on the New York Stock Exchange shall have been suspended or limited or minimum
prices shall have been established on such Exchange, (ii) a banking moratorium
shall have been declared either by Federal or New York State authorities or
(iii) there shall have occurred any outbreak or material escalation of
hostilities or other calamity or crisis the effect of which on the financial
markets of the United States is such as to make it, in the judgment of the
Representatives, impracticable to market the [1: Securities] [2: Units].
10. REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective agreements,
representations, warranties, indemnities and other statements of the Company or
its officers and of the Underwriters set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of any Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 7 hereof, and will
survive delivery of and payment for the Securities. The provisions of Section 6
and 7 hereof shall survive delivery of and payment for the Securities. The
provisions of Sections 6 and 7 hereof shall survive the termination or
cancellation of this Agreement.
11. NOTICES. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Representatives, will be mailed, delivered
or telegraphed and confirmed to them, at the address specified in Schedule I
hereto; or, if sent to the Company, will be mailed, delivered or telegraphed and
confirmed to it at Tribune Company, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, attention of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President and Treasurer (with a copy
to the General Counsel of Tribune Company).
12. SUCCESSORS. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7 hereof, and no other
person will have any right or obligation hereunder.
14
13. APPLICABLE LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
14. COUNTERPARTS. This Agreement and any amendments hereto may be executed
in any number of counterparts, each of which shall be deemed to be an original
but all of which together shall constitute but one agreement.
15
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the Company
and the several Underwriters.
Very truly yours,
TRIBUNE COMPANY
By:
------------------------
Its:
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
[Signature of Representatives]
-------------------------------------------------
For themselves and the other several Underwriters
named in Schedule II to the foregoing Agreement.
16
Schedule I
Underwriting Agreement dated
Registration Statement No.
Representatives:
Title, Purchase Price and Description of [1:Securities]
[2: Purchased Debt Securities]
Title:
Principal amount and currency:
Purchase price and currency (include accrued interest
or amortization, if any):
Sinking fund provisions:
Redemption provisions:
Other provisions:
[2: Title, Purchase
Price and Description of Warrants:
Title:
Number:
Warrant exerciseprice and currency:
Purchase price and currency:
Principal amount and currency of Warrant Debt Securities issuable
upon exercise of one Warrant:
Date after which Warrants are exercisable:
Expiration Date:
Detachable Date:
Other Provisions:]
[2: Title and Description of Warrant Debt Securities:
Title:
Principal amount and currency;
Sinking Fund Provisions:
Redemption Provisions:
Other Provisions]:
Closing Date, Time and Location:
Delayed Delivery Arrangements [if any]:
Fee:
Minimum principal amount of each contract: $
Maximum aggregate principal amount of all contracts: $
Modification of items to be covered by the letter[s]
delivered pursuant to Section 5(e) at the time this Agreement is
executed
I-1
SCHEDULE II
[1: Principal [2: Number
Amount of of
Securities to be Units to be
Underwriters Purchased] Purchased]
------------ ---------- ----------
------------- --------------
Total........................... $
============= ==============
II-1
SCHEDULE III
Delayed Delivery Contract
[Identity and Address of Representatives]
Dear Sirs:
The undersigned hereby agrees to purchase from Tribune Company (the
"Company"), and the Company agrees to sell to the undersigned, on
__________________, 19__ (the "Delivery Date"), [1: aggregate principal amount
of the Company's ____________ (the "Securities") [2: (the "Purchased Debt
Securities")] to be issued under an indenture dated as of __________, 1997,
between the Company and Bank of Montreal Trust Company, as supplemented to the
date hereof (the "Indenture") [2: and _______________ of the Company's
_______________ (the "Warrants") to be issued under a warrant agreement [to be]
dated as of ____________________, 19___, between the Company and
_______________________________________, as warrant agent (the "Warrant
Agreement"), which Warrants shall be exercisable to purchase _____________
aggregate principal amount of additional securities, which securities shall have
the terms and interest rate as of the Purchased Debt Securities, to be issued
under the Indenture (the "Warrant Debt Securities"). Each principal amount of
the Purchased Debt Securities and ___________ Warrant[s] are hereinafter called
a "Unit".] [1: The Securities] [2: The Units and Warrant Debt Securities are]
offered by the Company's Prospectus dated _____________, 19___, and related
Prospectus Supplement dated _____________, 19___, receipt of a copy of which is
hereby acknowledged. The [1: Securities] [2: Units] are offered, at a purchase
price of [1: __% of the principal amount thereof, plus [accrued interest]
[amortization of original issue discount], if any, thereon from ______________,
19___ to the date of payment and delivery,] [2: ____ per Unit] and on the
further terms and conditions set forth in this contract.
Payment for the [1: Securities] [2: Units] to be purchased by the
undersigned shall be made on or before 11:00 a.m., New York City time, on the
Delivery Date to or upon the order of the Company in Chicago Clearing House
(next day) funds, at your office or at such other place as shall be agreed
between the Company and the undersigned, upon delivery to the undersigned of the
[1: Securities] [2: Units] in definitive fully registered form and in such
authorized denominations and registered in such names as the undersigned may
request by written or telegraphic communication addressed to the Company not
less than five full business days prior to the Delivery Date. If no request is
received, the [1: Securities] [2: Units] will be registered in the name of the
undersigned and issued in [a] denomination[s] equal to the aggregate [1:
principal amount of Securities] [2: number of Units] to be purchased by the
undersigned to the Delivery Date.
The obligation of the undersigned to take delivery of and make payment for
[1: Securities] [2: Units] on the Delivery Date, and the obligation of the
Company to sell and deliver [1: Securities] [2: Units] on the Delivery Date,
shall be subject to the conditions (and neither party shall incur any liability
by reason of the failure thereof) that (a) the purchase of Securities to be made
by the undersigned, which purchase the undersigned represents is not prohibited
on the date hereof, shall not on the Delivery Date be prohibited under the laws
of the jurisdiction to which the undersigned is subject, and (b) the Company, on
or before the Delivery Date, shall have sold to certain underwriters (the
"Underwriters") such [1: principal amount of the Securities] [2: Units] as is to
be sold to them pursuant to the Underwriting Agreement referred to in the
Prospectus and Prospectus Supplement mentioned above. Promptly after completion
of such sale to the Underwriters, the Company will mail or deliver to the
undersigned at its address set forth below notice to such effect, accompanied by
a copy of the opinion of counsel for the Company delivered to the Underwriters
in connection therewith. The obligation of the undersigned to take delivery of
and make payment for the [1: Securities] [2: Units], and the obligation of the
Company to cause the [1: Securities] [2: Units] to be sold and delivered, shall
not be affected by the failure of any purchaser to take delivery of and make
payment for the [1: Securities] [2: Units] pursuant to other contracts similar
to this contract.
This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.
III-1
It is understood that the acceptance of this contract and other similar
contracts is in the Company's sole discretion and, without limiting the
foregoing, need not be on a first come, first served basis. If this contract is
acceptable to the Company, it is required that the Company sign the form of
acceptance below and mail or deliver one of the counterparts hereof to the
undersigned at its address set forth below. This will become a binding contract
between the Company and the undersigned, as of the date first above written,
when such counterpart is so mailed or delivered.
This agreement shall be governed by and construed in accordance with the
laws of the State of New York.
Very truly yours,
-----------------------------------
(Name of Purchaser)
By:
--------------------------------
(Signature and Title of Officer)
-----------------------------------
(Address)
Accepted:
Tribune Company
By:
----------------------------
(Authorized Signature)
III-2