$500,000,000
TRIBUNE COMPANY
Medium-Term Notes, Series E
Due Nine Months or More from Date of Issue
Selling Agency Agreement
Chicago, Illinois
January 14, 1997
▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
▇▇▇▇▇▇▇ ▇▇▇▇▇ World Headquarters
World Financial Center - North Tower
New York, New York 10281
Citicorp Securities, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Dear Sirs:
Tribune Company, a Delaware corporation (the "Company"), confirms its
agreement with each of you with respect to the issue and sale by the Company of
up to the aggregate principal amount set forth in Schedule I hereto of its
Medium-Term Notes, Series E Due Nine Months or More from Date of Issue (the
"Notes"). The Notes will be issued under an indenture dated as of January 1,
1997 between the Company and Bank of Montreal Trust Company, as trustee (the
"Trustee"), as supplemented to the date hereof and/or as modified from time to
time by resolutions of the Board of Directors as provided in Section 3.01
thereof (the "Indenture"). The Notes will, unless otherwise specified, be issued
in minimum denominations of $1,000 and in denominations exceeding such amount by
integral multiples of $1,000, will be issued only in fully registered form and
will have the maturities, annual interest rates, redemption provisions and other
terms set forth in a supplement to the Prospectus (as hereinafter defined)
referred to below. The Notes will be issued, and the terms thereof established,
in accordance with the Indenture and, in the case of Notes sold pursuant to
Section 2(a) hereof, the Medium-Term Notes Administrative Procedures attached
hereto as Exhibit A (the "Procedures"). The Procedures may only be amended by
written agreement of the Company and the Agents after notice to, and with the
approval of, the Trustee. For the purposes
of this Agreement, the term "Agent" shall refer to any of you acting solely in
the capacity as agent for the Company pursuant to Section 2(a) and not as
principal (collectively, the "Agents"), the term the "Purchaser" shall refer to
any of you acting solely as principal pursuant to Section 2(b) and not as agent
(collectively, the "Purchasers"), and the term "you" shall refer to you
collectively whether at any time any of you is acting in both such capacities or
in either such capacity. Nothing in this agreement shall preclude an Agent from
purchasing Notes as a principal hereunder while acting as an Agent.
1. Representations and Warranties. The Company represents and warrants
to, and agrees with, the Agents 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 on Schedule I hereto), which
has become effective, for the registration under the Act of the aggregate
principal amount set forth in Schedule I hereto of debt securities including the
Notes (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. In connection
with the sale of Notes the Company has filed or transmitted for filing 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 Notes and the
plan of distribution thereof (the "Prospectus Supplement") and has previously
advised the Agents of all further information (financial and other) with respect
to the Company to be set forth therein. In connection with the sale of Notes,
the Company will file with the Commission pursuant to Rule 424 under the Act
further supplements to that supplement specifying the maturity dates, interest
rates and other similar terms of any Notes sold pursuant thereto. Such
registration statement, including the exhibits thereto, as amended to the date
of this Agreement, is hereinafter called the "Registration Statement"; such
prospectus, in the form included in the Registration Statement, as supplemented
from time to time (including, without limitation, as supplemented by the
Prospectus Supplement) is hereinafter called the "Prospectus". Any reference
herein to the Registration Statement or the 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
date of the Prospectus, as the case may be; and any reference herein to the
terms "amend," "amendment" or "supplement" with respect to the Registration
Statement or the Prospectus shall be deemed to refer to and include any
amendment to the Registration Statement filed with the Commission pursuant to
the Act after the date of this Agreement, any supplement to the Prospectus filed
with this Commission pursuant to Rule 424 under the Act after the date of this
Agreement and the filing of any document under the Exchange Act after the date
of this Agreement or the date of the Prospectus, as the case may be, deemed to
be incorporated therein by reference.
(b) (i) As of the date hereof, (ii) at the date of any
acceptance by the Company of an offer to purchase Notes, (iii) at the time the
Registration Statement became effective and when any amendment to the
Registration Statement becomes effective (including the filing of any document
incorporated by reference in the Registration Statement), (iv) as of the date of
any Terms Agreement (as defined by Section 2(b)), (v) when any supplement to the
Prospectus is filed with the Commission and (vi) at the date of delivery by the
Company of any Notes sold hereunder (a "Closing Date"): (x) the Registration
Statement, as amended as of any such time, and the Prospectus, as 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 and regulations thereunder, (y) the Registration Statement, at the time
the Registration Statement became effective and as amended as of any such time,
did not or 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 Prospectus, as
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
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constitute the Statement of Eligibility (Form T-1) under the Trust Indenture Act
of the Trustee or (y) the information contained in or omitted from the
Registration Statement or Prospectus in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of any of you
specifically for use in the Registration Statement and the Prospectus.
(c) As of the date hereof, at the date of any acceptance by
the Company of an offer to purchase Notes, when any amendment to the
Registration Statement becomes effective (including the filing of any document
incorporated by reference in the Registration Statement), as of the date of any
Terms Agreement, when any supplement to the Prospectus is filed with the
Commission and at a 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 Prospectus, 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;
(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 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
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 Notes 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
enforceable in accordance with 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
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 Prospectus 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
U.S. generally accepted accounting principles applied on a
consistent basis; the accountants who certified the financial
statements included or incorporated by reference in the
Prospectus are independent public accountants within the
meaning of the Act and the rules and regulations of the
Commission thereunder;
(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
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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 Prospectus, and there is no
franchise, contract or other document of a character required
to be described in the Registration Statement or Prospectus,
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) the Notes are rated "A3" by ▇▇▇▇▇'▇ Investors
Services, Inc. and "A" by Standard & Poor's Corporation or
such other ratings as the Company shall have notified the
Agents pursuant to Section 4(m).
(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 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 Notes as
contemplated by this Agreement and such other approvals as
have been obtained;
(ix) none of the execution of the Indenture, the
issuance and sale of the 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 any court, regulatory
body, administrative agency, governmental body or arbitrator,
domestic or foreign, having jurisdiction over the Company or
any of its subsidiaries;
(x) The Company is not required to be registered
under the Investment Company Act of 1940, as amended;
(xi) The Notes, when issued, authenticated and
delivered pursuant to the provisions of this Agreement and the
Indenture, will be excluded or exempted under the provisions
of the Commodity Exchange Act.
(d) The Company confirms as of the date hereof, and each acceptance by
the Company of an offer to purchase Notes will be deemed to be an affirmation,
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
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. Appointment of Agent(s); Solicitation by the Agents of Offers to
Purchase; Sales of Notes to a Purchaser. (a) Subject to the terms and conditions
set forth herein and subject to the reservation by the Company of the right to
sell Notes directly to purchasers on its own behalf or through other agents,
dealers or underwriters on terms substantially identical to the terms contained
herein, including the commission schedule set forth in Schedule I hereto, except
in the case of sales pursuant to a Terms Agreement (as defined herein) the
Company hereby authorizes each of the Agents to act as its agent to solicit
offers for the purchase of all or part of the Notes from the Company.
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On the basis of the representations and warranties, and subject to the
terms and conditions set forth herein, each of the Agents agrees, as agent of
the Company, to use its reasonable best efforts to solicit offers to purchase
the Notes from the Company upon the terms and conditions set forth in the
Prospectus as amended or supplemented and in the Procedures.
The Company reserves the right, in its sole discretion, to instruct the
Agents to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase the Notes. Upon receipt of instructions from
the Company, the Agents will forthwith suspend solicitation of offers to
purchase Notes from the Company until such time as the Company has advised them
that such solicitation may be resumed. If the Company has instructed the Agents
to suspend for any period of time the solicitation of offers to purchase the
Notes and thereafter requests the Agents to resume the solicitation of offers to
purchase the Notes, the Agents shall not be required to resume such solicitation
(i) earlier than the date five business days (or such fewer business days as
shall be acceptable to each such Agent) after such request and(ii) unless each
Agent shall have received prior to such resumption the documents referred to in
Sections 4(i), (j) and (k) which the Agents had been entitled to receive
(assuming that any required notices had been timely made) but which such Agents
shall not have theretofore received.
The Company agrees to pay each Agent a commission on the Closing Date
with respect to each sale of Notes by the Company as a result of a solicitation
made by such Agent, in an amount equal to that percentage specified on Schedule
I hereto of the aggregate principal amount of the Notes so sold by the Company
and such commission shall be payable as specified in the Procedures.
Subject to the provisions of this Section and to the Procedures, offers
for the purchase of Notes may be solicited by an Agent as agent for the Company
at such time and in such amounts as such Agent deems advisable. The Company
may from time to time offer Notes for sale otherwise than through an Agent.
(b) Subject to the terms and conditions stated herein, whenever the
Company and one of you determines that the Company shall sell Notes directly to
you as Purchaser, each such sale of Notes shall be made in accordance with the
terms of this Agreement and a supplemental agreement relating thereto between
the Company and the Purchaser. Each such supplemental agreement (which (i) may
be an oral agreement between the Purchaser and the Company or (ii) may take the
form of an exchange of any standard form of written telecommunication between a
Purchaser and the Company) is herein referred to as a "Terms Agreement." Each
such Terms Agreement, if in writing, shall be substantially in the form of
Exhibit B and, if oral, shall be confirmed in writing as soon as practicable
after the agreement between the Purchaser and the Company, such confirmation to
be substantially in the form of Exhibit B. The Purchaser's commitment to
purchase Notes pursuant to any Terms Agreement shall be deemed to have been made
on the basis of the representations and warranties of the Company herein
contained and shall be subject to the terms and conditions herein set forth.
Each Terms Agreement shall describe the Notes to be purchased by the Purchaser
pursuant thereto, specify the principal amount of such Notes, the price to be
paid to the Company for such Notes, the rate at which interest will be paid on
the Notes, the Closing Date for such Notes, the place of delivery of the Notes
and payment therefor, the method of payment and any modification of the
requirements for the delivery of the opinions of counsel, the certificates from
the Company or its officers, and the letter from the Company's independent
public accountants, pursuant to Section 6(b). Such Terms Agreement shall also
specify the period of time referred to in Section 4(1).
Delivery of the certificates for Notes sold to the Purchaser pursuant
to any Terms Agreement shall be made as agreed to between the Company and the
Purchaser as set forth in the respective Terms Agreement, not later than the
Closing Date set forth in such Terms Agreement, against payment of funds to the
Company in the net amount due the Company for such Notes by the method and in
the form set forth in the respective Terms Agreement.
Unless otherwise agreed to between the Company and the Purchaser in a
Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by such
Purchaser at a price equal to 100% of the principal amount thereof
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less a percentage equal to the commission applicable to an agency sale of a
Note of identical maturity and (ii) may be resold by such Purchaser at varying
prices from time to time or, if set forth in the applicable Terms Agreement and
Pricing Supplement, at a fixed public offering price. In connection with any
resale of Notes purchased, a Purchaser may use a selling or dealer group and may
reallow to any broker or dealer any portion of the discount or commission
payable pursuant hereto.
3. Offering and Sale of Notes. Each Agent and the Company agree to
perform the respective duties and obligations specifically provided to be
performed by them in the Procedures.
4. Agreements. The Company agrees with you that:
(a) Prior to the termination of the offering of the Notes, the Company
will not file any amendment of the Registration Statement or supplement to the
Prospectus (except for a supplement relating to an offering of securities other
than the Notes) unless the Company has previously furnished to each of you a
copy for your review prior to filing. Subject to the foregoing sentence, the
Company will cause each supplement to the Prospectus to be filed with the
Commission as required pursuant to Rule 424. The Company will promptly advise
each of you (i) when each supplement to the Prospectus shall have been filed
with the Commission pursuant to Rule 424, (ii) when any amendment of the
Registration Statement 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 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 the Notes 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 or notification and, if issued, to obtain as soon as possible
the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Notes is required
to be delivered under the Act, any event occurs as a result of which the
Registration Statement, as then amended, or the Prospectus, as then
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 the Registration Statement or to supplement the Prospectus to
comply with the Act or the Exchange Act or the respective rules thereunder, the
Company promptly will (i) notify each of you to suspend solicitation of offers
to purchase Notes (and, if so notified by the Company, each of you shall
forthwith suspend such solicitation and cease using the Prospectus as then
amended or supplemented), (ii) prepare and file with the Commission, subject to
the first sentence of paragraph (a) of this Section 4, an amendment or
supplement which will correct such statement or omission or an amendment or
supplement which will effect such compliance and (iii) supply any such amended
or supplemented Prospectus to each of you in such quantities as you may
reasonably request. If such amendment or supplement, and any documents,
certificates and opinions furnished to each of you pursuant to paragraph (f) of
this Section 4 in connection with the preparation or filing of such amendment or
supplement, are satisfactory in all respects to you, you will, upon the filing
of such amendment or supplement with the Commission and upon the effectiveness
of an amendment to the Registration Statement if such an amendment is required,
resume your obligation to solicit offers to purchase Notes hereunder.
(c) As soon as practicable, the Company will make generally available
to its security holders and to each of you 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 you and your counsel, without
charge, one signed and/or conformed copy of the Registration Statement
(including exhibits thereto) and each amendment thereto which shall become
effective and, so long as delivery of a prospectus may be required by the Act,
the Company will furnish
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to each of you as many copies of any preliminary Prospectus and the Prospectus
and any amendments thereof and supplements thereto as you may reasonably
request.
(e) The Company will (i) arrange for the qualification of the Notes for
sale under the laws of such jurisdictions as you and the Company may mutually
agree, which agreement will not be unreasonably withheld, (ii) maintain
such qualifications in effect so long as required for the distribution of the
Notes, and (iii) arrange for the determination of the legality of the Notes for
purchase by institutional investors; 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) The Company shall furnish to each of you such documents,
certificates of officers of the Company and opinions of counsel for the Company
relating to the business, operations and affairs of the Company, the
Registration Statement, any preliminary Prospectus, the Prospectus, and any
amendments thereof or supplements thereto, the Indenture, the Notes, this
Agreement, any Terms Agreement, and the performance by the Company and each of
you of your respective obligations hereunder and thereunder as the Company and
each of you may from time to time and at any time prior to the termination of
this Agreement reasonably request.
(g) The Company shall, whether or not any sale of the Notes is
consummated (including, without limitation, if such non-sale occurs through any
termination pursuant to Section 9 hereof or any refusal, inability or failure on
the part of the Company to perform any agreement herein or comply with any
provision hereof), (i) pay all expenses incident to the performance of its
obligations under this Agreement, including the fees and disbursements of its
accountants and counsel, the cost of printing and delivery of the Registration
Statement, any preliminary Prospectus, the Prospectus, all amendments thereof
and supplements thereto, the Indenture, this Agreement and all other documents
relating to the offering, the cost of preparing, printing, packaging and
delivering the Notes, the fees and disbursements, including fees of counsel,
incurred in connection with Section 4(e), the fees and disbursements of the
Trustee and the fees of any agency that rates the Notes and (ii) be responsible
for the fees of your counsel incurred in connection with both this Agreement and
the offering and sale of the Notes (up to an aggregate of $50,000).
(h) Each acceptance by the Company of an offer to purchase Notes will
be deemed to be (i) a representation and warranty to you that neither the
Registration Statement nor the Prospectus, as then amended or supplemented,
fails to reflect any facts or events which, individually or in the aggregate,
represent a material change in the information set forth in the Registration
Statement or the Prospectus, as then amended or supplemented and (ii) a
reconfirmation of the representations and warranties of the Company in Sections
1(b) and (c).
(i) Each time that the Registration Statement or the Prospectus is
amended (including by the filing of any document incorporated by reference in
the Registration Statement other than a current report on form 8-K which is
reasonably deemed immaterial by all of the Agents) or supplemented (other than
by an amendment or supplement relating solely to any offering of securities
other than the Notes or providing solely for the specification of or a change in
the maturity dates, the interest rates, the issuance prices or other similar
terms offered on any Notes), the Company will deliver or cause to be delivered
promptly to each of you a certificate of the Company signed by the President or
any Vice President and the principal financial or accounting officer of the
Company, dated the date of the effectiveness of such amendment or the date of
filing of such supplement, in form reasonably satisfactory to you, to the effect
that the statements contained in the certificate that was last furnished to you
pursuant to either Section 5(d) or this Section 4(i) are true and correct at the
time of the effectiveness of such amendment or the filing of such supplement as
though made at and as of such time (except that (i) the last day of the fiscal
quarter for which financial statements of the Company were last filed with the
Commission shall be substituted for the corresponding date in such certificate
and (ii) such statements shall be deemed to relate to the Registration Statement
and the Prospectus as amended and supplemented to the time of the effectiveness
of such amendment or the filing of such supplement) or, in lieu of such
certificate, a certificate of the same tenor as the certificate referred to in
Section 5(d)
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but modified to relate to the last day of the fiscal quarter for which
financial statements of the Company were last filed with the Commission and to
the Registration Statement and the Prospectus as amended and supplemented to the
time of the effectiveness of such amendment or the filing of such supplement.
(j) Each time that the Registration Statement or the Prospectus is
amended (including by the filing of any document incorporated by reference in
the Registration Statement) or supplemented (other than by an amendment or
supplement (i) relating solely to any offering of securities other than the
Notes, (ii) providing solely for the specification of or a change in the
maturity dates, the interest rates, the issuance prices or other similar terms
offered on any Notes or (iii) setting forth or incorporating by reference
financial statements or other information as of and for a fiscal quarter,
unless, in the case of clause (iii) above, in the reasonable judgment of any of
you, confirmed to the Company in writing, such financial statements or other
information are of such a nature that an opinion of counsel should be
furnished), the Company shall furnish or cause to be furnished promptly to each
of you a written opinion of counsel of the Company satisfactory to each of you,
dated the date of the effectiveness of such amendment or the date of filing of
such supplement, in form satisfactory to each of you, of the same tenor as the
opinion referred to in Section 5(b) but modified to relate to the Registration
Statement and the Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such supplement or, in lieu of
such opinion, counsel last furnishing such an opinion to you may furnish each of
you with a letter to the effect that you may rely on such last opinion to the
same extent as though it were dated the date of such letter authorizing reliance
(except that statements in such last opinion will be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to the
time of the effectiveness of such amendment or the filing of such supplement).
(k) Each time that the Registration Statement or the Prospectus is
amended or supplemented to set forth amended or supplemental financial
information or such amended or supplemental information is incorporated by
reference in the Registration Statement or the Prospectus, the Company, upon the
written request of any Agent (except that no such request shall be required with
respect to audited financial statements and related financial information
included or incorporated by reference in the Company's Annual Reports on Form
10-K), shall cause Price Waterhouse LLP ("Price Waterhouse"), its independent
public accountants, promptly to furnish to each of you a letter, dated the date
of the effectiveness of such amendment or the date of filing of such supplement,
in form satisfactory to each of you, of the same tenor as the letter referred to
in Section 5(e) with such changes as may be necessary to reflect the amended and
supplemental financial information included or incorporated by reference in the
Registration Statement and the Prospectus, as amended or supplemented to the
date of such letter, provided that if the Registration Statement or the
Prospectus is amended or supplemented solely to include or incorporate by
reference financial information as of and for a fiscal quarter, Price Waterhouse
may limit the scope of such letter, which shall be satisfactory in form to each
of you, to the unaudited financial statements included in such amendment or
supplement, unless any other information included or incorporated by reference
therein of an accounting, financial or statistical nature is of such a nature
that, in your reasonable judgment, such letter should cover such other
information.
(l) During the period, if any, specified in any Terms Agreement, the
Company shall not, without the prior consent of the Purchaser(s) thereunder,
issue or announce the proposed issuance of any of its debt securities, including
Notes, with terms substantially similar to the Notes being purchased pursuant to
such Terms Agreement.
(m) The Company, during the period when a prospectus relating to the
Notes is required to be delivered under the Act, will file promptly all
documents required to be filed with the Commission pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act and will furnish to each of you copies of
such documents. In addition, if the Company makes any announcement to the
general public concerning earnings or concerning any other event which is
required to be described, or which the Company proposes to describe, in a
document filed pursuant to the Exchange Act, the Company will furnish to each of
you upon request the information contained in such announcement as soon as
practicable after such announcement. The Company also will furnish to each of
you upon request copies of all other press releases or announcements to the
general public. The Company will immediately
8
notify each of you of any downgrading in the rating of the Notes or any
other debt securities of the Company, by any "nationally recognized statistical
rating organization" (as defined for purposes of Rule 426(g) under the Act,) as
soon as the Company learns of any such downgrading.
5. Conditions to the Obligations of the Agent(s). The obligations of
each Agent to solicit offers to purchase the Notes shall be subject to (i) the
accuracy of the representations and warranties on the part of the Company
contained herein as of (v) the date hereof, (w) the date of acceptance by the
Company of an offer to purchase Notes, (x) the date of the effectiveness of any
amendment to the Registration Statement (including the filing of any document
incorporated by reference therein), (y) the date any supplement to the
Prospectus is filed with the Commission and (z) each Closing Date, (ii) the
accuracy of the statements of the Company made in any certificates pursuant to
the provisions hereof, (iii) the performance by the Company of its obligations
hereunder and (iv) the following additional conditions precedent:
(a) If filing of the Prospectus, or any supplement thereto, is
required pursuant to Rule 424(b), the Prospectus, and any such supplement, shall
have been filed in the manner and within the time period required by Rule
424(b); and 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.
(b) The Company shall have furnished to each Agent the opinion
of ▇▇▇▇▇▇ & Austin, counsel for the Company, dated the date hereof, 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
corporate power and authority to own its properties
and conduct its business as described in the 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 Prospectus, all Outstanding shares of capital stock of the
Designated Subsidiaries are owned by the Company either
directly or through wholly owned subsidiaries and are free and
clear of any security interests, claims, liens or
encumbrances;
(iii) the Notes and the Indenture conform in all material
respects to the description thereof contained in the
Prospectus; the holders of outstanding shares of capital stock
of the Company are not entitled to rights to subscribe for the
Notes;
(iv) the Indenture has been duly authorized, executed and
delivered by the Company and constitutes a legal, valid and
binding instrument enforceable against the Company in
accordance with its 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 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); the Indenture has been duly qualified under the Trust
Indenture Act; and the Notes have been duly authorized and
when executed and authenticated in accordance with the
provisions of the Indenture and the procedures adopted by the
Board of Directors of the Company and the Special Committee
thereof and delivered to and paid for by the purchasers
thereof in the manner provided in this Agreement, the
Prospectus and any applicable Terms Agreement, 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;
9
(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 Prospectus,
and there is no franchise, contract or Other document of a
character required to be described in the Registration
Statement or 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
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 has been issued, no proceedings for
that purpose have been instituted or threatened; the
Registration Statement, the 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, the Prospectus or any amendment
thereof or supplement thereto, 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 that the
Prospectus (other than the financial statements, financial
data, statistical data and supporting schedules, as to which
such counsel need express no belief), at the date of such
opinion, 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 has 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 except such as have been obtained under
the Act and the Trust Indenture Act and such as may be
required under the blue sky laws of any jurisdiction in
connection with the sale or offer for sale of the Notes as
contemplated by this Agreement and such other approvals
(specified in such opinion) as have been obtained;
(ix) none of the execution of the Indenture, the issuance
and sale of the Notes, the consummation of any other of the
transactions herein contemplated or the fulfillment of the
terms hereof 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
10
(xi) such counsel confirms the statements contained in the
Prospectus under the caption "United States Federal Income Tax
Consequences" as to the principal anticipated Federal income
tax consequences of the ownership of the Notes for the purposes
and to the extent set forth therein.
Such counsel may limit its opinion to matters involving
the application of the laws of the State of Illinois, the State
of New York and the United States and 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) Each Agent shall have received from ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel
for the Agents, such opinion or opinions, dated the date hereof, with respect to
the issuance and sale of the Notes, the Indenture, the Registration Statement,
the Prospectus and other related matters as the Agents 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 each Agent a certificate of the
Company, signed by the Chairman of the Board, the President or any Vice
President and by the principal financial or accounting officer of the Company,
dated the date hereof, to the effect that the signers of such certificate have
carefully examined the Registration Statement, the Prospectus 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 date hereof with the same effect as if made on the date hereof and
the Company has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied as a condition to
the obligation of the Agents to solicit offers to purchase the Notes;
(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 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 Prospectus.
(e) At the date hereof, Price Waterhouse shall have furnished to the
Agents a letter or letters (which may refer to letters previously furnished to
the Agents), dated as of the date hereof, in form and substance satisfactory to
the Agents and Price Waterhouse, confirming that they are independent
accountants with respect to the 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
audited by them and included or incorporated by reference in the
Registration Statement and the 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:
(1) reading the minutes of meetings of the
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;
11
(2) 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 Prospectus and
the latest unaudited interim financial data made available by
the Company and its subsidiaries; and
(3) 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;
nothing has come to their attention as a result of the
foregoing procedures that caused them to believe that:
(A) the unaudited interim consolidated financial
data of the Company and its consolidated subsidiaries
included or incorporated by reference in the
Registration Statement and the 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;
(B) 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;
(C) (i) 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 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 Prospectus or
incorporated by reference, there was any change in
the common stock (the sum of common stock and paid in
capital net of treasury 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
Prospectus or (ii) for the period from the date of
the most recent financial statements included or
incorporated by reference in the Registration
Statement or the Prospectus to a specified date not
more than five business days prior to delivery of
such letter, except as otherwise disclosed in the
Prospectus or incorporated by reference or disclosed
to you, 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 Prospectus disclose
have occurred or may occur, or as set forth in such
letter accompanied by an explanation thereof;
(D) 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 Prospectus do not agree with the
corresponding amounts in the unaudited or audited
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 Prospectus.
12
(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 financial 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 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
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,
if applicable, 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 Prospectus in this
paragraph (e) are to such documents as amended and supplemented at the date of
the letter.
(f) Subsequent to the respective dates as of which information is given
in the Registration Statement and the Prospectus, there shall not have been (i)
any change or decrease specified in the letter or letters referred to in
paragraph (e) of this Section 5, except as otherwise disclosed in the Prospectus
or incorporated by reference 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 each Agent, so material and adverse as to
make it impractical or inadvisable to proceed with the soliciting of offers to
purchase the Notes as contemplated by the Registration Statement and the
Prospectus.
(g) Prior to the date hereof, the Company shall have furnished to each
Agent such further information, certificates and documents as such Agent may
reasonably request.
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 either Agent and its counsel, this Agreement and all
obligations of such Agent hereunder may be canceled at any time by such Agent.
Notice of such cancellation shall be given to the Company in writing or by
telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 5 shall be
delivered at the office of ▇▇▇▇▇, Brown & ▇▇▇▇▇, counsel for the Agents, at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ on the date hereof.
6. Conditions to the Obligations of the Purchaser(s). The obligations
of the Purchaser(s) to purchase any Notes will be subject to the accuracy of the
representations and warranties on the part of the Company herein as of the date
of any related Terms Agreement and as of the Closing Date for such Notes, to the
performance and observance by the Company of all covenants and agreements herein
contained on its part to be performed and observed and to the following
additional conditions precedent:
13
(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.
(b) If specified by any related Terms Agreement and except to the
extent modified by such Terms Agreement, the Purchaser(s) shall have received,
appropriately updated, (i) a certificate of the Company, dated as of the Closing
Date, to the effect set forth in Section 5(d), (ii) the opinion of ▇▇▇▇▇▇ &
▇▇▇▇▇▇, counsel for the Company, dated as of the Closing Date, to the effect set
forth in Section 5(b), (iii) the opinion of ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, counsel for
the Purchaser(s), dated as of the Closing Date, to the effect set forth in
Section 5(c), and (iv) a letter of Price Waterhouse, independent accountants for
the Company, dated as of the Closing Date, to the effect set forth in Section
5(e).
(c) Prior to the Closing Date, the Company shall have furnished to the
Purchaser(s) such further information, certificates and documents as the
Purchaser(s) may reasonably request.
If any of the conditions specified in this Section 6 shall not have
been fulfilled in all material respects when and as provided in this Agreement
and any Terms Agreement, or if any of the opinions and certificates mentioned
above or elsewhere in this Agreement or such Terms Agreement shall not be in all
material respects reasonably satisfactory in form and substance to the
Purchaser(s) and its counsel, such Terms Agreement and all obligations of the
Purchaser(s) thereunder and with respect to the Notes subject thereto may be
canceled at, or at any time prior to, the respective Closing Date by the
Purchaser(s). Notice of such cancellation shall be given to the Company in
writing or by telephone or telegraph confirmed in writing.
7. Right of Person Who Agreed to Purchase to Refuse to Purchase. The
Company agrees that any person who has agreed to purchase and pay for any Note,
including a Purchaser and any person who purchases pursuant to a solicitation by
any of the Agents, shall have the right to refuse to purchase such Note if, at
the Closing Date therefor, either (a) any condition set forth in Section 5 or 6,
as applicable, shall not be satisfied or (b) subsequent to the agreement to
purchase such Note, any change, or any development involving a prospective
change, in or affecting the business or properties of the Company and its
subsidiaries shall have occurred the effect of which is, in the judgment of such
Purchaser or the Agent which presented the offer to purchase such Note, as
applicable, so material and adverse as to make it impractical or inadvisable to
proceed with the delivery of such Note.
8. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each of you and each person who controls each of you
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of you or 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, in the Registration
Statement or in any amendment thereof, or in the 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 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 such of you specifically for use therein or
arises out of or is based on the Statement of Eligibility (Form T-1) under the
Trust Indenture Act of the Trustee. This indemnity agreement will be in addition
to any liability which the Company may otherwise have.
(b) Each of you 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
14
either the Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Company to you, but only with reference to written
information relating to such of you furnished to the Company by or on behalf of
such of you specifically for use in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability which
you may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section 8
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 8, 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 8. 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 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 8 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 you in the case of paragraph (a) of this Section 8,
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 8 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 each of you 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
such of you may be subject in such proportion so that each of you is responsible
for that portion represented by the
15
percentage that the aggregate commissions received by you individually
pursuant to Section 2 in connection with the Notes from which such losses,
claims, damages and liabilities arise (or, in the case of Notes sold pursuant to
a Terms Agreement, the aggregate commissions that would have been received by
you individually if such commissions had been payable), bears to the aggregate
principal amount of the Notes sold and the Company is responsible for the
balance; provided, however, that (y) in no case shall you individually be
responsible for any amount in excess of the commissions received by you
individually in connection with the Notes from which such losses, claims,
damages and liabilities arise (or, in the case of Notes sold pursuant to a Terms
Agreement, the aggregate commissions that would have been received by you
individually if such commissions had been payable), 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 8, each person who
controls each of you within the meaning of the Act shall have the same rights to
contribution as you and each person who controls the Company within the meaning
of either 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 contribution 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 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).
9. Termination. (a) This Agreement will continue in effect until
terminated as provided in this Section 9. This Agreement may be terminated by
either the Company as to any of you or by any of you insofar as this Agreement
relates to you by giving written notice of such termination to you or the
Company, as the case may be; provided, however, that for so long as is required
by the Act, the Company shall keep available a current Prospectus meeting the
requirements of the Act and shall file all amendments and supplements under the
Act required for that purpose. This Agreement shall so terminate at the close of
business on the first business day following the receipt of such notice by the
party to whom such notice is given. In the event of such termination, no party
shall have any liability to the other party hereto, except as provided in the
fourth paragraph of Section 2(a) with respect to unpaid commissions, Section
4(g), Section 8 and Section 10.
(b) Each Terms Agreement shall be subject to termination in the absolute
discretion of the Purchaser, by notice given to the Company prior to delivery of
any payment for Notes to be purchased thereunder, if prior to such time (i)
there has been, since the date of such Terms Agreement or since the respective
dates as of which information is given in the Registration Statement, any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of the business, (ii) 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, (iii) a banking moratorium shall have been declared either by Federal
or New York State authorities, (iv) there shall have occurred any material
adverse change in the financial markets in the United States or any outbreak or
escalation of hostilities or other national or international calamity or crisis
the effect of which is such as to make it, in the judgment of the Purchaser,
impracticable to market such Notes or enforce contracts for the sale of such
Notes, or (v) there shall have been, subsequent to the agreement to purchase
such Note, any downgrading in the rating accorded the Company's debt securities
by any "nationally recognized statistical rating organization" (as defined for
purposes of Rule 426(g) under the Act).
10. Representation and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company or its officers and of you 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 either of you or the Company or any of the officers,
directors or controlling persons referred to in Section 8 hereof, and
16
will survive delivery of and payment for the Notes. The provisions of
Section 4(g) and 8 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 either of you, will be mailed,
delivered or telegraphed and confirmed to such of you, at the addresses
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 8 hereof, and no
other person will have any right or obligation hereunder, except as otherwise
provided in Section 7 hereof.
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.
17
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 each other countersigning party.
Very truly yours,
TRIBUNE COMPANY
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------
Title: Vice President/Treasurer
The foregoing Agreement is hereby confirmed and accepted as of the date hereof.
▇▇▇▇▇▇▇ LYNCH, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------
Title: Authorized Signatory
CITICORP SECURITIES, INC.
By: ▇.▇. ▇▇▇▇▇▇▇
--------------
Title: Vice President
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
By: ▇▇▇▇▇ ▇▇▇▇▇▇
--------------
Title: Vice President
SALOMON BROTHERS INC
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
Title: Vice President
18
SCHEDULE I
Selling Agency Agreement dated January 14, 1997
Registration Statement No. 333-18921
Amount of the Notes: $500,000,000
Amount of the Securities: $500,000,000
The Company agrees to pay the Agents a commission equal to the following
percentage of the principal amount of each Note sold by the Agents:
Term Commission Rate
---- ---------------
9 months to less than 12 months............ .125%
12 months to less than 18 months........... .150%
18 months to less than 2 years............. .200%
2 years to less than 3 years............... .250%
3 years to less than 4 years............... .350%
4 years to less than 5 years............... .450%
5 years to less than 6 years............... .500%
6 years to less than 7 years............... .550%
7 years to less than 10 years.............. .600%
10 years to less than 15 years............. .625%
15 years to less than 20 years............. .700%
20 years to less than 30 years............. .750%
Over 30 years.............................. To be negotiated
at the time of
such sale.
Addresses for Notice to Agents:
Notices to the Agents shall be directed to them at:
Notices to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated shall be directed to it at North Tower (23rd Floor), World
Financial Center, New York, New York 10281-1323, Attention of MTN Product
Management.
Notices to Citicorp Securities, Inc. shall be directed to it at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of Manager, Capital
Markets.
Notices to ▇.▇. ▇▇▇▇▇▇ Securities Inc. shall be directed to it at ▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention of Medium-Term Note Desk.
Notices to Salomon Brothers Inc shall be directed to it at Seven World
Trade Center, New York, New York 10048, Attention of the Medium-Term Note
Department.
I-1
EXHIBIT A
---------
TRIBUNE COMPANY
ADMINISTRATIVE PROCEDURES
for Fixed Rate and Floating Rate Medium-Term Notes
(Dated as of January 14, 1997)
Medium-Term Notes Due Nine Months or More From Date of Issue (the
"Notes") are to be offered on a continuous basis by TRIBUNE COMPANY, a Delaware
corporation (the "Company"), to or through ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇ Lynch,
▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Citicorp Securities, Inc., ▇.▇. ▇▇▇▇▇▇
Securities Inc. and Salomon Brothers Inc (each, an "Agent" and, collectively,
the "Agents") pursuant to a Selling Agency Agreement, dated January 14, 1997
(the "Selling Agency Agreement"), by and among the Company and the Agents. The
Selling Agency Agreement provides both for the sale of Notes by the Company to
one or more of the Agents as principal for resale to investors and other
purchasers and for the sale of Notes by the Company directly to investors (as
may from time to time be agreed to by the Company and the related Agent or
Agents), in which case each such Agent will act as an agent of the Company in
soliciting purchases of Notes.
Unless otherwise agreed by the related Agent or Agents and the
Company, Notes will be purchased by the related Agent or Agents as principal.
Such purchases will be made in accordance with terms agreed upon by the related
Agent or Agents and the Company (which terms shall be agreed upon orally, with
written confirmation prepared by the related Agent or Agents and mailed to the
Company). If agreed upon by any Agent or Agents and the Company, the Agent or
Agents, acting solely as agent or agents for the Company and not as principal,
will use reasonable best efforts to solicit offers to purchase the Notes. Only
those provisions in these Administrative Procedures that are applicable to the
particular role to be performed by the related Agent or Agents shall apply to
the offer and sale of the relevant Notes.
The Notes will be issued as a series of debt securities under an
Indenture, dated as of January 1, 1997, as amended, supplemented or modified
from time to time (the "Indenture"), between the Company and Bank of Montreal
Trust Company, as trustee (together with any successor in such capacity, the
"Trustee"). The Company has filed a Registration Statement with the Securities
and Exchange Commission (the "Commission") registering debt securities and
warrants to purchase debt securities (which includes the Notes) (the
"Registration Statement", which term shall include any additional registration
statements filed in connection with the Notes). The most recent base prospectus
deemed part of the Registration Statement, as supplemented with respect to the
Notes, is herein referred to as "Prospectus". The most recent supplement to the
Prospectus setting forth the purchase price, interest rate or formula, maturity
date and other terms of the Notes (as applicable) is herein referred to as the
"Pricing Supplement".
The Notes will either be issued (a) in book-entry form and represented
by one or more fully registered Notes without coupons (each, a "Global Note")
delivered to the Trustee, as agent for The Depository Trust Company ("DTC"), and
recorded in the book-entry system maintained by DTC, or (b) in certificated form
(each, a "Certificated Note") delivered to the investor or other purchaser
thereof or a person designated by such investor or other purchaser.
General procedures relating to the issuance of all Notes are set forth
in Part I hereof. Additionally, Notes issued in book-entry form will be issued
in accordance with the procedures set forth in Part II hereof and Certificated
Notes will be issued in accordance with the procedures set forth in Part III
hereof. Capitalized terms used but not otherwise defined herein shall have the
meanings ascribed thereto in the Indenture or the Notes, as the case may be.
B-1
PART I: PROCEDURES OF GENERAL
APPLICABILITY
Date of Issuance/
Authentication: Each Note will be dated as of the
date of its authentication by the
Trustee. Each Note shall also bear
an original issue date (each, an
"Original Issue Date"). The Original
Issue Date shall remain the same for
all Notes subsequently issued upon
transfer, exchange or substitution
of an original Note regardless of
their dates of authentication.
Maturities: Each Note will mature on a date nine
months or more from its Original
Issue Date (the "Stated Maturity
Date") selected by the investor or
other purchaser and agreed to by the
Company.
Registration: Unless otherwise provided in the
applicable Pricing Supplement, Notes
will be issued only in fully
registered form.
Denominations: Unless otherwise provided in the
applicable Pricing Supplement, the
Notes will be issued in
denominations of $1,000 and integral
multiples thereof.
Interest Rate Bases
applicable to
Floating Rate
Notes: Unless otherwise provided in the
applicable Pricing Supplement,
Floating Rate Notes will bear
interest at a rate or rates
determined by reference to the CD
Rate, the CMT Rate, the Commercial
Paper Rate, the Eleventh District
Cost of Funds Rate, the Federal
Funds Rate, LIBOR, the Prime Rate,
the Treasury Rate, or such other
interest rate basis or formula as
may be set forth in applicable
Pricing Supplement, or by reference
to two or more such rates, as
adjusted by the Spread and/or Spread
Multiplier, if any, applicable to
such Floating Rate Notes.
Redemption/Repayment: The Notes will be subject to
redemption by the Company in
accordance with the terms of the
Notes, which will be fixed at the
time of sale and set forth in the
applicable Pricing Supplement. If no
Initial Redemption Date is indicated
with respect to a Note, such Note
will not be redeemable prior to its
Stated Maturity Date.
The Notes will be subject to
repayment at the option of the
Holders thereof in accordance with
the terms of the Notes, which will
be fixed at the time of sale and set
forth in the applicable Pricing
Supplement. If no Optional Repayment
Date is indicated with respect to a
Note, such Note will not be
repayable at the option of the
Holder prior to its Stated Maturity
Date.
Calculation of
Interest: In case of Fixed Rate Notes,
interest (including payments for
partial periods) will be calculated
and paid on the basis of a 360-day
year of twelve 30-day months.
B-2
The interest rate on each Floating
Rate Note will be calculated by
reference to the specified Interest
Rate Basis or Bases plus or minus
the applicable Spread, if any,
and/or multiplied by the applicable
Spread Multiplier, if any.
Unless otherwise provided in the
applicable Pricing Supplement,
interest on each Floating Rate Note
will be calculated by multiplying
its face amount by an accrued
interest factor. Such accrued
interest factor is computed by
adding the interest factor
calculated for each day in the
period for which accrued interest is
being calculated. Unless otherwise
provided in the applicable Pricing
Supplement, the interest factor for
each such day is computed by
dividing the interest rate
applicable to such day by 360 if the
CD Rate, Commercial Paper Rate,
Eleventh District Cost of Funds
Rate, Federal Funds Rate, LIBOR or
Prime Rate is an applicable Interest
Rate Basis, or by the actual number
of days in the year if the CMT Rate
or Treasury Rate is an applicable
Interest Rate Basis. As provided in
the applicable Pricing Supplement,
the interest factor for Notes for
which the interest rate is
calculated with reference to two or
more Interest Rate Bases will be
calculated in each period in the
same manner as if only one of the
applicable Interest Rate Bases
applied as specified in the
applicable Pricing Supplement and
the Notes.
Interest: General. Each Note will bear
interest in accordance with its
terms. Unless otherwise provided in
the applicable Pricing Supplement,
interest on each Note will accrue
from and including the Original
Issue Date of such Note for the
first interest period or from the
most recent Interest Payment Date
(as defined below) to which interest
has been paid or duly provided for
all subsequent interest periods to
but excluding applicable Interest
Payment Date or the Stated Maturity
Date or date of earlier redemption
or repayment, as the case may be
(the Stated Maturity Date or date of
earlier redemption or repayment is
referred to herein as the "Maturity
Date" with respect to the principal
repayable on such date).
If an Interest Payment Date or the
Maturity Date with respect to any
Fixed Rate Note falls on a day that
is not a Business Day (as defined
below), the required payment to be
made on such day need not be made on
such day, but may be made on the
next succeeding Business Day with
the same force and effect as if made
on such day, and no interest shall
accrue on the amount so payable for
the period from and after such
Interest Payment Date or Maturity,
as the case may be. If an Interest
Payment Date other than the Maturity
Date with respect to any Floating
Rate Note would otherwise fall on a
day that is not a Business Day, such
Interest Payment Date will be
postponed to the next succeeding
Business Day, except that in the
case of a Note for which LIBOR is an
applicable Interest Rate Basis, if
such Business Day falls in the next
succeeding calendar month, such
Interest Payment Date will be the
immediately preceding Business Day.
If the Maturity Date with respect to
any Floating Rate Note falls on a
day that is not a Business Day, the
required payment to be made on such
day need not be made on such day,
but may be made on the next
succeeding Business Day with the
same force and effect as if made on
such day, and no interest shall
accrue from and after
B-3
such Maturity. Unless otherwise
provided in the applicable Pricing
Supplement, "Business Day" means any
day that is not a day on which
banking institutions are authorized
or required by law, regulation or
executive order to close in The City
of New York; provided, however,
that, with respect to Notes the
payment of which is to be made in a
currency other than U.S. dollars or
composite currencies (such currency
or composite currency in which a
Note is denominated is the
"Specified Currency"), such day is
also not a day on which banking
institutions are authorized or
required by law, regulation or
executive order to close in the
Principal Financial Center (as
defined below) of the country
issuing such Specified Currency
(or, in the case of European
Currency Units ("ECUs"), is not a
day that is designated as an ECU
non-settlement day by the ECU
Banking Association in Paris or
otherwise generally regarded in the
ECU interbank market as a day on
which payments on ECUs shall not be
made; provided, further, that, with
respect to Notes for which LIBOR is
an applicable Interest Rate Basis,
such day is also a London Business
Day (as defined below). "London
Business Day" means (i) if the
currency (including composite
currencies) specified in the
applicable Pricing Supplement as the
currency (the "Index Currency") for
which LIBOR is calculated is other
than ECU, any day on which dealings
in such Index Currency are
transacted in the London interbank
market or (ii) if the Index Currency
is ECU, any day that is not
designated as an ECU non-settlement
day by the ECU Banking Association
in Paris or otherwise generally
regarded in the ECU interbank market
as a day on which payments on ECUs
shall not be made. It being
understood that if no such currency
or composite currency is specified
in the applicable Pricing
Supplement, the Index Currency shall
be U.S. dollars. "Principal
Financial Center" means the capital
city of the country issuing the
currency or composite currency in
which any payment in respect of the
Notes is to be made or, solely with
respect to the calculation of LIBOR,
the Index Currency, except that with
respect to U.S. dollars, Australian
dollars, Deutsche marks, Dutch
guilders, Italian lire, Swiss francs
and ECUs, the Principal Financial
Center shall be The City of New
York, Sydney, Frankfurt, Amsterdam,
Milan, Zurich and Luxembourg,
respectively.
Regular Record Dates. Unless
otherwise provided in the applicable
Pricing Supplement, the "Regular
Record Date" for a Note shall be the
date 15 calendar days (whether or
not a Business Day) preceding the
applicable Interest Payment Date.
Interest Payment Dates. Interest
payments will be made on each
Interest Payment Date commencing
with the first Interest Payment Date
following the Original Issue Date;
provided, however, the first payment
of interest on any Note originally
issued between a Regular Record Date
and an Interest Payment Date will
occur on the Interest Payment Date
following the next succeeding
Regular Record Date.
Unless otherwise provided in the
applicable Pricing Supplement,
interest payments on Fixed Rate
Notes will be made semiannually in
arrears on May 15 and November 15 of
each year and on the
B-4
Maturity Date, While interest
payments on Floating Rate Notes will
be made as specified in the
applicable Pricing Supplement.
Acceptance and
Rejection of Offers
from Solicitation
as Agents: If agreed upon by any Agent and the
Company, then such Agent acting
solely as agent for the Company and
not as principal will solicit
purchases of the Notes. Each Agent
will communicate to the Company,
orally or in writing, each
reasonable offer to purchase Notes
solicited by such Agent on an agency
basis, other than those offers
rejected by such Agent. Each Agent
has the right, in its discretion
reasonably exercised, to reject any
proposed purchase of Notes, as a
whole or in part, and any such
rejection shall not be a breach of
such Agent's agreement contained in
the Selling Agency Agreement.
The Company has the sole right to
accept or reject any proposed
purchase of Notes, in whole or in
part, and any such rejection shall
not a breach of the Company's
agreement contained in the Selling
Agency Agreement. Each Agent has
agreed to make reasonable best
efforts to assist the Company in
obtaining performance by each
purchaser whose offer to purchase
Notes has been solicited by such
Agent and accepted by the Company.
Preparation of
Pricing Supplement: If any offer to purchase a Note is
accepted by the Company, the
Company will promptly prepare a
Pricing Supplement reflecting the
terms of such Note. Information to
be included in the Pricing
Supplement shall include:
1. the name of the Company;
2. the title of the Notes;
3. the date of the Pricing
Supplement and the date of the
Prospectus to which the Pricing
Supplement relates;
4. the name of the Offering Agent
(as defined below);
5. whether such Notes are being
sold to the Offering Agent as
principal or to an investor or
other purchaser through the
Offering Agent acting as agent
for the Company;
6. with respect to Notes sold to
the Offering Agent as principal,
whether such Notes will be
resold by the Offering Agent to
investors and other purchasers
at (i) a fixed public offering
price of a specified percentage
of their principal amount or
(ii) at varying prices related
to prevailing market prices at
the time of resale to be
determined by the Offering
Agent;
7. with respect to Notes sold to an
investor or other purchaser
through the Offering Agent
acting as agent for the Company,
whether such Notes will be sold
at (i) 100% of
B-5
their principal amount or (ii)
a specified percentage of their
principal amount;
8. the Offering Agent's discount or
commission;
9. Net proceeds to the Company;
10. the Principal Amount, Specified
Currency, Original Issue Date,
Stated Maturity Date, Interest
Payment Date(s), Authorized
Denomination, Initial Redemption
Date, if any, Initial Redemption
Percentage, if any, Annual
Redemption Percentage Reduction,
if any, Optional Repayment
Date(s), if any, Exchange Rate
Agent, if any, Default Rate, if
any, and, in the case of Fixed
Rate Notes, the Interest Rate,
and whether such Fixed Rate Note
is an Original Issue Discount
Note (and, if so, the Issue
Price), and, in the case of
Floating Rate Notes, the
Interest Category, the Interest
Rate Basis or Bases, the Day
Count Convention, Index Maturity
(if applicable), Initial
Interest Rate, if any, Maximum
Interest Rate, if any, Minimum
Interest Rate, if any, Initial
Interest Reset Date, Interest
Reset Dates, Spread and/or
Spread Multiplier, if any, and
Calculation Agent; and
11. any other additional provisions
of the Notes material to
investors or other purchasers of
the Notes not otherwise
specified in the Prospectus.
The Company shall use its reasonable
best efforts to send such Pricing
Supplement by telecopy or overnight
express (for delivery by the close
of business on the applicable trade
date, but in no event later than
11:00 a.m. New York City time, on
the Business Day following the
applicable trade date) to the Agent
which made or presented the offer to
purchase the applicable Note (in
such capacity, the "Offering Agent")
and the Trustee at the following
applicable address: if to ▇▇▇▇▇▇▇
▇▇▇▇▇ & Co., to: Tritech Services,
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Prospectus
Operations/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, (908)
885-2769, telecopier: (908)
885-2774/5/6; if to Citicorp
Securities, Inc., to: ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, MTN Manager, ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
(▇▇▇) ▇▇▇-▇▇▇▇, telecopier: (212)
291-3910; if to ▇.▇. ▇▇▇▇▇▇
Securities Inc., to: ▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: Medium-Term Note Desk -
▇▇▇ ▇▇▇▇▇▇, (212) 648- 0591,
telecopier: (▇▇▇) ▇▇▇-▇▇▇▇; and if
to Salomon Brothers Inc, to: ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
(▇▇▇) ▇▇▇-▇▇▇▇, telecopier: (813)
558-4123. For record keeping
purposes, one copy of such Pricing
Supplement shall also be mailed or
telecopied to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.,
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated, World Financial
Center, North Tower, 10th Floor, New
York, New York, 10281-1310,
Attention: MTN Product Management,
(▇▇▇) ▇▇▇-▇▇▇▇, telecopier: (212)
449-2234, with a copy to ▇▇▇▇▇,
Brown & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
B-6
Illinois, 60603-3441, Attention:
▇▇▇▇▇▇ ▇. ▇▇▇▇, telecopier:
(312) 701- 7711.
In each instance that a Pricing
Supplement is prepared, the Offering
Agent will provide a copy of such
Pricing Supplement to each investor
or purchaser of the relevant Notes
or its agent. Pursuant to Rule 434
("Rule 434") of the Securities Act
of 1933, as amended, the Pricing
Supplement may be delivered
separately from the Prospectus.
Outdated Pricing Supplements (other
than those retained for files) will
be destroyed.
Settlement: The receipt of immediately available
funds by the Company in payment for
a Note and the authentication and
delivery of such Note shall, with
respect to such Note, constitute
"settlement". Offers accepted by the
Company will be settled three
Business Days, or at such time as
the purchaser, the applicable Agent
and the Company shall agree,
pursuant to the timetable for
settlement set forth in Parts II and
III hereof under "Settlement
Procedure Timetable" with respect to
Global Notes and Certificated Notes,
respectively (each such date fixed
for settlement is hereinafter
referred to as a "Settlement Date").
If procedures A and B of the
applicable Settlement Procedures
with respect to a particular offer
are not completed on or before the
time set forth under the applicable
"Settlement Procedures Timetable",
such offer shall not be settled
until the Business Day following the
completion of settlement procedures
A and B or such later date as the
purchaser and the Company shall
agree.
The foregoing settlement procedures
may be modified with respect to any
purchase of Notes by an Agent as
principal if so agreed by the
Company and such Agent.
Procedure for Changing
Rates or Other
Variable Terms: When a decision has been reached to
change the interest rate or any
other variable term on any Notes
being sold by the Company, the
Company will promptly advise the
Agents and the Trustee by facsimile
transmission and the Agents will
forthwith suspend solicitation of
offers to purchase such Notes. The
Agents will telephone the Company
with recommendations as to the
changed interest rates or other
variable terms. At such time as the
Company notifies the Agents and the
Trustee of the new interest rates or
other variable terms, the Agents may
resume solicitation of offers to
purchase such Notes. Until such
time, only "indications of interest"
may be recorded. Immediately after
acceptance by the Company of an
offer to purchase Notes at a new
interest rate or new variable term,
the Company, the Offering Agent and
the Trustee shall follow the
procedures set forth under the
applicable "Settlement Procedures".
Suspension of
Solicitation;
Amendment or
B-7
Supplement: The Company may instruct the Agents
to suspend solicitation of offers
to purchase Notes at any time. Upon
receipt of such instructions, the
Agents will forthwith suspend
solicitation of offers to purchase
from the Company until such time as
the Company has advised the Agents
that solicitation of offers to
purchase may be resumed. If the
Company decides to amend or
supplement the Registration
Statement or the Prospectus
(other than to establish or change
interest rates or formulas,
maturities, prices or other similar
variable terms with respect to the
Notes), it will promptly advise the
Agents and will furnish the Agents
and their counsel with copies of the
proposed amendment or supplement.
Copies of such amendment or
supplement will be delivered or
mailed to the Agents, their counsel
and the Trustee in quantities which
such parties may reasonably request
at the following respective
addresses: ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.,
World Financial Center, North Tower,
10th Floor, New York, New York 10281
-1310, Attention: MTN Product
Management, (▇▇▇) ▇▇▇-▇▇▇▇,
telecopier: (▇▇▇) ▇▇▇-▇▇▇▇; Citicorp
Securities, Inc., Manager, Capital
Markets, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention:
▇▇▇▇▇ ▇▇▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇;
telecopier (▇▇▇) ▇▇▇-▇▇▇▇; ▇.▇.
▇▇▇▇▇▇ Securities Inc., ▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇▇▇, Attention:
Medium-Term Note Desk - ▇▇▇ ▇▇▇▇▇▇,
(▇▇▇) ▇▇▇-▇▇▇▇, telecopier: (212)
648-0507; and Salomon Brothers Inc,
Brooklyn Army Terminal, ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, Attention: Prospectus
Department, with a copy to ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Inc, 7
World Trade ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
(▇▇▇) ▇▇▇-▇▇▇▇, telecopier: (212)
783-2274. For record keeping
purposes, one copy of each such
amendment or supplement shall also
be mailed or telecopied to ▇▇▇▇▇,
Brown & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇.
▇▇▇▇, telecopier: (▇▇▇) ▇▇▇-▇▇▇▇.
In the event that at the time the
solicitation of offers to purchase
from the Company is suspended (other
than to establish or change interest
rates or formulas, maturities,
prices or other similar variable
terms with respect to the Notes)
there shall be any offers to
purchase Notes that have been
accepted by the Company which have
not been settled, the Company will
promptly advise the Offering Agent
and the Trustee whether such offers
may be settled and whether copies of
the Prospectus as theretofore
amended and/or supplemented as in
effect at the time of the suspension
may be delivered in connection with
the settlement of such offers. The
Company will have the sole
responsibility for such decision and
for any arrangements which may be
made in the event that the Company
determines that such offers may not
be settled or that copies of such
Prospectus may not be so delivered.
Delivery of Prospectus
and applicable
Pricing Supplement: A copy of the most recent Prospectus
and the applicable Pricing
Supplement, which pursuant to Rule
434 may be delivered separately
from the Prospectus, must accompany
or precede the earlier of (a) the
written confirmation of a sale sent
to an investor or other
B-8
purchaser or its agent and (b) the
delivery of Notes to an investor or
other purchaser or its agent.
Authenticity of
Signatures: The Agents will have no obligation
or liability to the Company or the
Trustee in respect of the
authenticity of the signature of any
officer, employee or agent of the
Company or the Trustee on any Note.
Documents Incorporated
by Reference: The Company shall supply the Agents
with an adequate supply of all
documents incorporated by reference
in the Registration Statement and
the Prospectus.
PART II: PROCEDURES FOR NOTES ISSUED
IN BOOK-ENTRY FORM
In connection with the qualification of Notes issued in book-entry form
for eligibility in the book-entry system maintained by DTC, the Trustee will
perform the custodial, document control and administrative functions described
below, in accordance with its respective obligations under a Letter of
Representations from the Company and the Trustee to DTC, dated January 14, 1997,
and a Certificate Agreement, dated October 18, 1989 between the Trustee and DTC,
as amended (the "Certificate Agreement"), and its obligations as a participant
in DTC, including DTC's Same-Day Funds Settlement System ("SDFS").
Issuance: All Fixed Rate Notes issued in book-
entry form having the same Original
Issue Date, Specified Currency,
Interest Rate, Default Rate,
Interest Payment Dates, redemption
and/or repayment terms, if any, and
Stated Maturity Date (collectively,
the "Fixed Rate Terms") will be
represented initially by a single
Global Note; and all Floating Rate
Notes issued in book-entry form
having the same Original Issue Date,
Specified Currency, Interest
Category, formula for the
calculation of interest (including
the Interest Rate Basis or Bases,
which may be the CD Rate, the CMT
Rate, the Commercial Paper Rate, the
Eleventh District Cost of Funds
Rate, the Federal Funds Rate, LIBOR,
the Prime Rate or the Treasury Rate
or any other interest rate basis or
formula, and Spread and/or Spread
Multiplier, if any), Day Count
Convention, Initial Interest Rate,
Default Rate, Index Maturity
(if applicable), Minimum Interest
Rate, if any, Maximum Interest Rate,
if any, redemption and/or repayment
terms, if any, Interest Payment
Dates, Initial Interest Reset Date,
Interest Reset Dates and Stated
Maturity Date(collectively, the
"Floating Rate Terms") will be
represented initially by a single
Global Note.
For other variable terms with
respect to the Fixed Rate Notes and
Floating Rate Notes, see the
Prospectus and the applicable
Pricing Supplement.
Owners of beneficial interests in
Global Notes will be entitled to
physical delivery of Certificated
Notes equal in principal amount to
their respective beneficial
interests only upon certain limited
circumstances described in the
Prospectus.
B-9
Identification: The Company has arranged with the
CUSIP Service Bureau of Standard
& Poor's Corporation (the "CUSIP
Service Bureau") for the reservation
of one series of CUSIP numbers,
which series consists of
approximately 900 CUSIP numbers
which have been reserved for and
relate to Global Notes and the
Company has delivered to each of the
Trustee and DTC such list of such
CUSIP numbers. The Company will
assign CUSIP numbers to Global Notes
as described below under Settlement
Procedure B. DTC will notify the
CUSIP Service Bureau periodically
of the CUSIP numbers that the
Company has assigned to Global
Notes. The Trustee will notify the
Company at any time when fewer than
100 of the reserved CUSIP numbers
remain unassigned to Global Notes,
and, if it deems necessary, the
Company will reserve and obtain
additional CUSIP numbers for
assignment to Global Notes. Upon
obtaining such additional CUSIP
numbers, the Company will deliver a
list of such additional numbers to
the Trustee and DTC. Notes issued in
book-entry form in excess of
$200,000,000 (or the equivalent
thereof in one or more foreign or
composite currencies) aggregate
principal amount and otherwise
required to be represented by the
same Global Note will instead be
represented by two or more Global
Notes which shall all be assigned
the same CUSIP number.
Registration: Unless otherwise specified by DTC,
each Global Note will be registered
in the name of Cede & Co., as
nominee for DTC, on the register
maintained by the Trustee under the
Indenture. The beneficial owner of
a Note issued in book-entry form
(i.e., an owner of a beneficial
interest in a Global Note) (or one
or more indirect participants in DTC
designated by such owner) will
designate one or more participants
in DTC (with respect to such Note
issued in book-entry form, the
"Participants") to act as agent for
such beneficial owner in connection
with the book-entry system
maintained by DTC, and DTC will
record in
book-entry form, in accordance with
instructions provided by such
Participants, a credit balance with
respect to such Note issued in
book-entry form in the account of
such Participants. The ownership
interest of such beneficial owner in
such Note issued in book-entry form
will be recorded through the records
of such Participants or through the
separate records of such
Participants and one or more
indirect participants in DTC.
Transfers: Transfers of beneficial ownership
interests in a Global Note will be
accomplished by book entries made
by DTC and, in turn, by Participants
(and in certain cases, one or more
indirect participants in DTC) acting
on behalf of beneficial transferors
and transferees of such Global Note.
Exchanges: The Trustee may deliver to DTC and
the CUSIP Service Bureau at any
time a written notice specifying
(a) the CUSIP numbers of two or more
Global Notes outstanding on such
date that represent Global Notes
having the same Fixed Rate Terms or
Floating Rate Terms, as the case
may be (other than Original Issue
Dates), and for which interest has
been paid to the same date; (b) a
date, occurring at least 30 days
after such written notice is
delivered and at least 30 days
before the next Interest Payment
Date for the related Notes issued in
B-10
book-entry form, on which such
Global Notes shall be exchanged for
a single replacement Global Note;
and (c) a new CUSIP number, obtained
from the Company, to be assigned to
such replacement Global Note. Upon
receipt of such a notice, DTC will
send to its Participants (including
the Trustee) a written
reorganization notice to the effect
that such exchange will occur on
such date. Prior to the specified
exchange date, the Trustee will
deliver to the CUSIP Service Bureau
written notice setting forth such
exchange date and the new CUSIP
number and stating that, as of such
exchange date, the CUSIP numbers of
the Global Notes to be exchanged
will no longer be valid. On the
specified exchange date, the Trustee
will exchange such Global Notes for
a single Global Note bearing the new
CUSIP number and the CUSIP numbers
of the exchanged Notes will, in
accordance with CUSIP Service Bureau
procedures, be canceled and not
immediately reassigned.
Notwithstanding the foregoing, if
the Global Notes to be exchanged
exceed $200,000,000 (or the
equivalent thereof in one or more
foreign or composite currencies) in
aggregate principal amount, one
replacement Note will be
authenticated and issued to
represent each $200,000,000 (or the
equivalent thereof in one or more
foreign or composite currencies) in
aggregate principal amount of the
exchanged Global Notes and an
additional Global Note or Notes will
be authenticated and issued to
represent any remaining principal
amount of such Global Notes (See
"Denominations" below).
Denominations: Unless otherwise provided in the
applicable Pricing Supplement, Notes
issued in book-entry form will be
issued in denominations of $1,000
and integral multiples thereof.
Global Notes will not be denominated
in excess of $200,000,000 (or the
equivalent thereof in one or more
foreign or composite currencies)
aggregate principal amount. If one
or more Notes are issued in book-
entry form in excess of $200,000,000
(or the equivalent thereof in one or
more foreign or composite
currencies) aggregate principal
amount and would, but for the
preceding sentence, be represented
by a single Global Note, then one
Global Note will be issued to
represent each $200,000,000 (or the
equivalent thereof in one or more
foreign or composite currencies) in
aggregate principal amount of such
Notes issued in book-entry form and
an additional Global Note or Notes
will be issued to represent any
remaining aggregate principal amount
of such Note or Notes issued in
book-entry form. In such a case,
each of the Global Notes
representing Notes issued in book-
entry form shall be assigned the
same CUSIP number.
Payments of Principal
and Interest: Payments of Interest Only. Promptly
after each Regular Record Date, the
Trustee will deliver to the Company
and DTC a written notice
specifying by CUSIP number the
amount of interest to be paid on
each Global Note on the following
Interest Payment Date (other than an
Interest Payment Date coinciding
with the Maturity Date) and the
total of such amounts. DTC will
confirm the amount payable on each
Global Note on such Interest Payment
Date by reference to the daily bond
reports published by Standard &
Poor's Corporation. On such Interest
Payment Date, the Company will pay
to the Trustee in immediately
available funds an amount sufficient
to
B-11
pay the interest then due and
owing on the Global Notes, and upon
receipt of such funds from the
Company, the Trustee in turn will
pay to DTC such total amount of
interest due on such Global Notes
(other than on the Maturity Date)
which is payable in U.S. dollars, at
the times and in the manner set
forth below under "Manner of
Payment". The Trustee shall make
payment of that amount of interest
due and owing on any Global Notes
that Participants have elected to
receive in foreign or composite
currencies directly to such
Participants.
Notice of Interest Rates. Promptly
after each Interest Determination
Date or Calculation Date, as the
case may be, for Floating Rate Notes
issued in book-entry form, the
Trustee will notify each of ▇▇▇▇▇'▇
Investors Service, Inc. and Standard
& Poor's Corporation of the interest
rates determined as of such Interest
Determination Date.
Payments at Maturity. On or about
the first Business Day of each
month, the Trustee will deliver to
the Company and DTC a written list
of principal, premium, if any, and
interest to be paid on each Global
Note maturing or otherwise becoming
due in the following month. The
Trustee, the Company and DTC will
confirm the amounts of such
principal, premium, if any, and
interest payments with respect to
each such Global Note on or about
the fifth Business Day preceding the
Maturity Date of such Global Note.
On the Maturity Date, the Company
will pay to the Trustee in
immediately available funds an
amount sufficient to make the
required payments, and upon receipt
of such funds the Trustee in turn
will pay to DTC the principal amount
of Global Notes, together with
premium, if any, and interest due on
the Maturity Date, which are payable
in U.S. dollars, at the times and in
the manner set forth below under
"Manner of Payment". The Trustee
shall make payment of the principal,
premium, if any, and interest to be
paid on the Maturity Date of each
Global Note that Participants have
elected to receive in foreign or
composite currencies directly to
such Participants. Promptly after
(i) payment to DTC of the principal,
premium, if any, and interest due on
the Maturity Date of such Global
Note which are payable in U.S.
dollars and (ii) payment of the
principal, premium, if any, and
interest due on the Maturity Date of
such Global Note to those
Participants who have elected to
receive such payments in foreign
or composite currencies, the Trustee
will cancel such Global Note and
deliver it to the Company with an
appropriate debit advice. On the
first Business Day of each month,
the Trustee will deliver to the
Company a written statement
indicating the total principal
amount of outstanding Global Notes
as of the close of business on the
immediately preceding Business Day.
Manner of Payment. The total amount
of any principal, premium, if any,
and interest due on Global Notes on
any Interest Payment Date or the
Maturity Date, as the case may be,
which is payable in U.S. dollars
shall be paid by the Company to the
Trustee in funds available for use
by the Trustee no later than 10:00
a.m., New York City time, on such
date. The Company will make such
payment on such Global Notes to an
account specified by the Trustee.
Upon
B-12
receipt of such funds, the
Trustee will pay by separate wire
transfer (using Fedwire message
entry instructions in a form
previously specified by DTC) to an
account at the Federal Reserve Bank
of New York previously specified by
DTC, in funds available for
immediate use by DTC, each payment
in U.S. dollars of principal,
premium, if any, and interest due on
Global Notes on such date.
Thereafter on such date, DTC will
pay, in accordance with its SDFS
operating procedures then in effect,
such amounts in funds available for
immediate use to the respective
Participants in whose names the
beneficial interests in such Global
Notes are recorded in the book-entry
system maintained by DTC. Neither
the Company nor the Trustee shall
have any responsibility or liability
for the payment in U.S. dollars by
DTC of the principal of, or premium,
if any, or interest on, the Global
Notes. The Trustee shall make all
payments of principal, premium, if
any, and interest on each Global
Note that Participants have elected
to receive in foreign or composite
currencies directly to such
Participants.
Withholding Taxes. The amount of any
taxes required under applicable law
to be withheld from any interest
payment on a Global Note will be
determined and withheld by the
Participant, indirect participant in
DTC or other Person responsible for
forwarding payments and materials
directly to the beneficial owner of
such Global Note.
Settlement
Procedures: Settlement Procedures with regard to
each Note in book-entry form sold
by an Agent, as agent of the
Company, or purchased by an Agent,
as principal, will be as follows:
A. The Offering Agent will
advise the Company by
telephone, confirmed by
facsimile, of the following
settlement information:
1. Principal amount, Authorized
Denomination, and Specified
Currency.
2. Exchange Rate Agent, if any.
3.(a) Fixed Rate Notes:
(i) Interest Rate.
(ii) Interest Payment Dates.
(iii) Whether such Note is
being issued with
Original Issue Discount
and, if so, the terms
thereof.
(b) Floating Rate Notes:
(i) Interest Category.
(ii) Interest Rate Basis or
Bases.
B-13
(iii) Initial Interest Rate.
(iv) Spread and/or Spread
Multiplier, if any.
(v) Initial Interest Reset
Date or Interest Reset
Dates.
(vi) Interest Payment Dates.
(vii) Index Maturity, if any.
(viii) Maximum and/or Minimum
Interest Rates, if any.
(ix) Day Count Convention.
(viii) Calculation Agent.
4. Price to public, if any, of
such Note (or whether such
Note is being offered at
varying prices relating to
prevailing market prices at
time of resale as determined
by the Offering Agent).
5. Trade Date.
6. Settlement Date (Original
Issue Date).
7. Stated Maturity Date.
8. Redemption provisions, if
any.
9. Repayment provisions, if any.
10. Default Rate, if any.
11. Net proceeds to the Company.
12. The Offering Agent's discount
or commission.
13. Whether such Note is being
sold to the Offering Agent as
principal or to an investor
or other purchaser through
the Offering Agent acting as
as agent for the Company.
14. Such other information
specified with respect to
such Note (whether by
Addendum or otherwise).
B. The Company will assign a CUSIP
number to the Global Note
representing such Note and then
advise the Trustee by facsimile
transmission or other electronic
transmission of the above settlement
information received from the
Offering
B-14
Agent, such CUSIP number and the name
of the Offering Agent. The Company
will also advise the Offering Agent
of the CUSIP number assigned to the
Global Note.
C. The Trustee will communicate to DTC
and the Offering Agent through DTC's
Participant Terminal System a pending
deposit message specifying the
following settlement information:
1. The information set forth in the
Settlement Procedure A.
2. Identification numbers of the
participant accounts maintained by
DTC on behalf of the Trustee and
the Offering Agent.
3. Identification of the Global Note
as a Fixed Rate Global Note or
Floating Rate Global Note.
4. Initial Interest Payment Date for
such Note, number of days by which
such date succeeds the related
record date for DTC purposes (or,
in the case of Floating Rate Notes
which reset daily or weekly, the
date five calendar days preceding
the Interest Payment Date) and, if
then calculable, the amount of
interest payable on such Interest
Payment Date (which amount shall
have been confirmed by the
Trustee).
5. CUSIP number of the Global Note
representing such Note.
6. Whether such Global Note
represents any other Notes issued
or to be issued in book-entry
form.
DTC will arrange for each pending
deposit message described above to be
transmitted to Standard & Poor's
Corporation, which will use the
information in the message to include
certain terms of the related Global
Note in the appropriate daily bond
report published by Standard & Poor'a
Corporation.
D. The Trustee will complete and
authenticate the Global Note
representing such Note.
E. DTC will credit such Note to the
participant account of the Trustee
maintained by DTC.
F. The Trustee will enter an SDFS deliver
order through DTC's Participant Terminal
System instructing DTC (i) to debit such
Note to the Trustee's participant
account and credit such Note to the
participant account of the Offering
Agent maintained by DTC and (ii) to
debit the settlement account of the
Offering Agent and credit the settlement
account of the Trustee maintained by
DTC, in an amount equal to the price
of such Note less such Offering Agent's
discount or underwriting
B-15
commission, as applicable. Any entry of
such a deliver order shall be deemed to
constitute a representation and warranty
by the Trustee to DTC that (i) the
Global Note representing such Note has
been issued and authenticated and (ii)
the Trustee is pursuant to the
Certificate Agreement.
G. In the case of Notes in book-entry form
sold through the Offering Agent, as
agent, the Offering Agent will enter an
SDFS deliver order through DTC's
Participant Terminal System instructing
DTC (i) to debit such Note to the
Offering Agent's participant account and
credit such Note to the participant
account of the Participants maintained
by DTC and (ii) to debit the settlement
accounts of such Participants and credit
the settlement account of the Offering
Agent maintained by DTC in an amount
equal to the initial public offering
price of such Note.
H. Transfers of funds in accordance with
SDFS deliver orders described in
Settlement Procedures F and G will be
settled in accordance with SDFS
operating procedures in effect on the
Settlement Date.
I. Upon receipt, the Trustee will pay the
Company, by wire transfer of immediately
available funds to an account specified
by the Company to the Trustee from time
to time, the amount transferred to the
Trustee in accordance with Settlement
Procedure F.
J. The Trustee will send a copy of the
Global Note by first class mail to the
Company together with a statement
setting forth the principal amount of
Notes Outstanding as of the related
Settlement Date after giving effect to
such transaction and all other offers to
purchase Notes of which the Company
has advised the Trustee but which have
not yet been settled.
K. If such Note was sold through the
Offering Agent, as agent, the Offering
Agent will confirm the purchase of such
Note to the investor or other purchaser
either by transmitting to the
Participant with respect to such Note a
confirmation order through DTC's
Participant Terminal System or by
mailing a written confirmation to such
investor or other purchaser.
Settlement Procedures
Timetable: For offers to purchase Notes accepted by
the Company, Settlement Procedures A
through K set forth above shall be
completed as soon as possible following the
trade but not later than the respective
times (New York City time) set forth below:
SETTLEMENT
PROCEDURE TIME
---------- ----
A 11:00 a.m. on the trade date
or within one hour following
the trade
B-16
B 12:00 noon on the trade date
or within one hour following
the trade
C No later than the close of
business on the trade date
D 9:00 a.m. on Settlement Date
E 10:00 a.m. on Settlement
Date
F-G No later than 2:00 p.m. on
Settlement Date
H 4:00 p.m. on Settlement Date
I-J 5:00 p.m. on Settlement Date
Settlement Procedure H is subject to
extension in accordance with any
extension of Fedwire closing deadlines
and in the other events specified in
the SDFS operating procedures in effect
on the Settlement Date.
If settlement of a Note issued in
book-entry form is rescheduled or
canceled, the Trustee will deliver
to DTC, through DTC's Participant
Terminal System, a cancellation
message to such effect by no later than
5:00 p.m., New York City time, on the
Business Day immediately preceding the
scheduled Settlement Date.
Failure to Settle: If the Trustee fails to enter an SDFS
deliver order with respect to a Note
issued in book-entry form pursuant to
Settlement Procedure F, the Trustee may
deliver to DTC, through DTC's
Participant Terminal System, as soon as
practicable a withdrawal message
instructing DTC to debit such Note to
the participant account of the Trustee
maintained at DTC. DTC will process
the withdrawal message, provided that
such participant account contains a
principal amount of the Global Note
representing such Note that is at least
equal to the principal amount to be
debited. If withdrawal messages are
processed with respect to all the
Notes represented by a Global Note, the
Trustee will mark such Global Note
"canceled", make appropriate entries in
its records and send certification of
destruction of such canceled Global
Note to the Company. The CUSIP number
assigned to such Global Note shall, in
accordance with CUSIP Service Bureau
procedures, be canceled and not
immediately reassigned. If withdrawal
messages are processed with respect to
a portion of the Notes represented by
a Global Note, the Trustee will
exchange such Global Note for two
Global Notes, one of which shall
represent the Global Notes for which
withdrawal messages are processed and
shall be canceled immediately after
issuance and the other of which shall
represent the other Notes previously
represented by the surrendered Global
Note and shall bear the CUSIP number of
the surrendered Global Note.
In the case of any Note in book-entry
form sold through the Offering Agent,
as agent, if the purchase price for any
such Note is not timely paid to the
Participants with respect thereto by
the beneficial investor or other
purchaser thereof (or a person,
including an indirect participant in
DTC, acting on behalf of such investor
or other purchaser), such Participants
and, in turn, the related Offering
Agent may enter SDFS deliver orders
through DTC's Participant Terminal
System reversing the orders entered
pursuant to Settlement
B-17
Procedures F and G, respectively.
Thereafter, the Trustee will deliver
the withdrawal message and take the
related actions described in the
preceding paragraph. If such failure
shall have occurred for any reason
other than default by the applicable
Offering Agent to perform its
obligations hereunder or under the
Selling Agency Agreement, the
Company will reimburse such Offering
Agent on an equitable basis for its
reasonable loss of the use of funds
during the period when the funds were
credited to the account of the Company.
Notwithstanding the foregoing, upon
any failure to settle with respect to
a Note in book-entry form, DTC may take
any actions in accordance with its SDFS
operating procedures then in effect. In
the event of a failure to settle with
respect to a Note that was to have been
represented by a Global Note also
representing other Notes, the
Trustee will provide, in accordance
with Settlement Procedure D, for the
authentication and issuance of a Global
Note representing such remaining Notes
and will make appropriate entries in
its records.
PART III: PROCEDURES FOR CERTIFICATED NOTES
Denominations: Unless otherwise provided in the
applicable Pricing Supplement, the
Certificated Notes will be issued in
denominations of $1,000 and integral
multiples thereof.
Payments of Principal,
Premium, if any,
and Interest: Upon presentment and delivery of the
Certificated Note, the Trustee upon
receipt of immediately available funds
from the Company will pay the principal
of, premium, if any, and interest on,
each Certificated Note on the Maturity
Date in immediately available funds.
All interest payments on a Certificated
Note, other than interest due on the
Maturity Date, will be made by check
mailed to the address of the person
entitled thereto as such address shall
appear in the Security Register;
provided, however, that Holders of
$10,000,000 or more in aggregate
principal amount of Certificated Notes
(whether having identical or different
terms and provisions) shall be entitled
to receive such interest payments by
wire transfer of immediately available
funds if appropriate wire transfer
instructions have been received in
writing by the Trustee not less than 15
calendar days prior to the applicable
Interest Payment Date.
The Trustee will provide monthly to the
Company a list of the principal,
premium, if any, and interest to be
paid on Certificated Notes maturing in
the next succeeding month. The Trustee
will be responsible for withholding
taxes on interest paid as required by
applicable law.
Certificated Notes presented to the
Trustee on the Maturity Date for
payment will be canceled by the
Trustee. All canceled Certificated
Notes held by the Trustee shall be
destroyed, and the Trustee shall
furnish to the Company a certificate
with respect to such destruction.
B-18
Settlement
Procedures: Settlement Procedures with regard to
each Certificated Note purchased by an
Agent, as principal, or through an
Agent, as agent, shall be as follows:
A. The Offering Agent will advise the
Company by telephone, confirmed by
facsimile, of the following
Settlement information with regard
to each Certificated Note:
1. Exact name in which the
Certificated Note(s) is to be
registered (the "Registered
Owner").
2. Exact address or addresses of the
Registered Owner for delivery,
notices and payments of
principal, premium, if any, and
interest.
3. Taxpayer identification number of
the Registered Owner.
4. Principal amount, Authorized
Denomination and Specified
Currency.
5. Exchange Rate Agent, if any.
6. (a) Fixed Rate Notes:
(i) Interest Rate.
(ii) Interest Payment Dates.
(iii) Whether such Note is
being issued with
Original Issue Discount
and, if so, the terms
thereof.
(b) Floating Rate Notes:
(i) Interest Category.
(ii) Interest Rate Basis or
Bases.
(iii) Initial Interest Rate.
(iv) Spread and/or Spread
Multiplier, if any.
(v) Initial Interest Reset
Date and Interest Reset
Dates.
(vi) Interest Payment Dates.
(vii) Index Maturity, if any.
(viii) Maximum and/or Minimum
Interest Rates, if any.
B-19
(ix) Day Count Convention.
(x) Calculation Agent.
7. Price to public of such
Certificated Note (or whether
such Note is being offered at
varying prices relating to
prevailing market prices at time
of resale as determined by the
Offering Agent).
8. Trade Date.
9. Settlement Date (Original Issue
Date).
10. Stated Maturity Date.
11. Redemption provisions, if any.
12. Repayment provisions, if any.
13. Default Rate, if any.
14. Net proceeds to the Company.
15. The Offering Agent's discount or
commission.
16. Whether such Note is being sold
to the Offering Agent as
principal or to an investor or
other purchaser through the
Offering Agent acting as agent
for the Company.
17. Such other information specified
with respect to such Note
(whether by Addendum or
otherwise).
B. After receiving such settlement
information from the Offering Agent,
the Company will advise the Trustee
of the above settlement information
by facsimile transmission confirmed
by telephone. The Company will cause
the Trustee to complete,
authenticate and deliver the
Certificated Note.
C. The Trustee will complete the
Certificated Note in the form
approved by the Company and the
Offering Agent, and will make three
copies thereof (herein called "Stub
1", "Stub 2" and "Stub 3"):
1. Certificated Note with the
Offering Agent's confirmation, if
traded on a principal basis, or
the Offering Agent's customer
confirmation, if traded on an
agency basis.
2. Stub 1 for Trustee.
3. Stub 2 for Offering Agent.
4. Stub 3 for the Company.
B-20
D. With respect to each trade, the
Trustee will deliver the
Certificated Note and Stub 2 thereof
to the Offering Agent at the
following applicable address:
▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ &
▇▇▇▇▇ Incorporated, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Money Markets Clearance, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇.▇.
Window, New York, New York 10041,
Attention: ▇▇ ▇▇▇▇▇▇▇▇, (212)
558-2405, telecopier: (212)
558-2457; if to Citicorp Securities,
Inc., ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇,
▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇, (212)
825-6732, telecopier (▇▇▇) ▇▇▇-▇▇▇▇;
if to ▇.▇. ▇▇▇▇▇▇ Securities Inc.,
c/o National Securities Clearing
Corporation, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇ ▇▇▇▇▇ (212)
648- 4105, telecopier (212)
648-5098; and, if to Salomon
Brothers Inc, Bank of New York, ▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: Dealer Clearance,
3rd Floor. The Trustee will keep
Stub 1. The Offering Agent will
acknowledge receipt of the
Certificated Note through a broker's
receipt and will keep Stub 2.
Delivery of the Certificated Note
will be made only against such
acknowledgment of receipt. Upon
determination that the Certificated
Note has been authorized, delivered
and completed as aforementioned,
the Offering Agent will wire the net
proceeds of the Certificated Note
after deduction of its applicable
commission to the Company pursuant
to standard wire instructions given
by the Company.
E. In the case of a Certificated Note
sold through the Offering Agent, as
agent, the Offering Agent will
deliver such Certificated Note (with
the confirmation) to the purchaser
against payment in immediately
available funds.
F. The Trustee will send Stub 3 to the
Company.
Settlement
Procedures
Timetable: For offers to purchase Certificated
Notes accepted by the Company,
Settlement Procedures A through F set
forth above shall be completed as soon
as possible following the trade but not
later than the respective times (New
York City time) set forth below:
SETTLEMENT
PROCEDURE TIME
--------- -----
A 11:00 a.m. on the trade
date or within one hour
following the trade
B 12:00 noon on the trade
date or within one hour
following the trade
C-D 2:15 p.m. on Settlement Date
E 3:00 p.m. on Settlement Date
F 5:00 p.m. on Settlement Date
Failure to Settle: In the case of Certificated Notes sold
through the Offering Agent, as agent,
if an investor or other purchaser of a
Certificated Note from the Company
shall either fail to accept delivery of
or make payment
B-21
for such Certificated Note on the date
fixed for settlement, the Offering
Agent will forthwith notify the Trustee
and the Company by telephone, confirmed
in writing, and return such
Certificated Note to the Trustee.
The Trustee, upon receipt of such
Certificated Note from the Offering
Agent, will immediately advise the
Company and the Company will promptly
arrange to credit the account of the
Offering Agent in an amount of
immediately available funds equal to
the amount previously paid to the
Company by such Offering Agent in
settlement for such Certificated Note.
Such credits will be made on the
Settlement Date if possible, and in any
event not later than the Business Day
following the Settlement Date; provided
that the Company has received notice on
the same day. If such failure shall
have occurred for any reason other than
failure by such Offering Agent to
perform its obligations hereunder or
under the Selling Agency Agreement,
the Company will reimburse such
Offering Agent on an equitable basis
for its reasonable loss of the use of
funds during the period when the funds
were credited to the account of the
Company. Immediately upon receipt of
the Certificated Note in respect of
which the failure occurred, the Trustee
will cancel and destroy such
Certificated Note, make appropriate
entries in its records to reflect the
fact that such Certificated Note was
never issued, and accordingly notify in
writing the Company.
B-22
EXHIBIT B
TRIBUNE COMPANY
[Description of Notes]
TERMS AGREEMENT
[ ], 199_
Tribune Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and Treasurer
Subject in all respects to the terms and conditions of the Selling Agency
Agreement (the "Agreement") dated January 14, 1997, among ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.,
▇▇▇▇▇▇▇ Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Citicorp Securities, Inc.,
▇.▇. ▇▇▇▇▇▇ Securities Inc. and Salomon Brothers Inc and you, the undersigned
agrees to purchase the following Notes of TRIBUNE COMPANY:
Specified Currency:
Aggregate Principal Amount:
Interest Rate:
Date of Maturity:
Interest Payment Dates:
Regular Record Dates:
Purchase Price: % of Principal Amount
Purchase Date and Time:
Place for Delivery of Notes
and Payment Therefor:
Method of Payment:
B-1
Other Terms:
Modification, if any, in
the requirements to
deliver the documents
specified in Section 6(b)
of the Agreement:
Period during which additional
Notes may not be sold pursuant
to Section 4(1) of the Agreement:
[PURCHASER]
By: _______________________________
Title:
Accepted:
TRIBUNE COMPANY
By: _______________________________
Title:
B-2