Exhibit 10.2


 


[FORM OF
PREEMPTIVE RIGHTS CERTIFICATE]


 


	
   

  	
  PREEMPTIVE
  RIGHTS CERTIFICATE NO.                              

  



 






 


PREEMPTIVE RIGHTS TO PURCHASE


[        ] WARRANTS TO PURCHASE


SHARES OF CLASS A COMMON STOCK


OF


THE NEW YORK TIMES COMPANY


 


PRICE: $1.33 PER WARRANT


 






 


THE
TERMS AND CONDITIONS OF THE PREEMPTIVE RIGHTS OFFERING (THE “PREEMPTIVE RIGHTS
OFFERING”) ARE SET FORTH IN THE CORPORATION’S BASE PROSPECTUS DATED DECEMBER 29,
2008, AS SUPPLEMENTED BY THE PROSPECTUS SUPPLEMENT DATED JANUARY 21, 2009 (TOGETHER,
THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. A COPY OF THE
PROSPECTUS ACCOMPANIES THIS PREEMPTIVE RIGHTS CERTIFICATE.


 


THIS
CERTIFICATE OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY MELLON INVESTOR SERVICES
LLC (THE “PREEMPTIVE
RIGHTS AGENT”), WITH PAYMENT IN FULL NO LATER THAN 5:00 P.M., NEW YORK
CITY TIME, ON FEBRUARY 9, 2009, OR SUCH LATER TIME TO WHICH THE PREEMPTIVE
RIGHTS OFFERING MAY HAVE BEEN EXTENDED (THE “EXPIRATION TIME”).


 


The
preemptive rights represented by this Preemptive Rights Certificate, in whole
or in part, may be exercised by duly completing Form 1, and may be
exercised through a bank or broker, by duly completing Form 2.  Before exercising the preemptive rights
holders are urged to read carefully and in their entirety the Prospectus and
instructions, copies of which are available from the Preemptive Rights Agent.
The preemptive rights are not registered and may not be sold, transferred or
assigned and will not be listed for trading on the New York Stock Exchange or
any other stock exchange or market.


 


IMPORTANT:  Complete appropriate FORM and, if
applicable, delivery instructions, and SIGN on reverse side.


 






 


The
registered owner whose name is inscribed hereon is entitled to purchase [    ] warrants upon exercise of the preemptive
rights evidenced hereby upon the terms and subject to the conditions set forth
in the Prospectus and instructions relating thereto.  Warrants purchased hereby shall be delivered
as soon as practicable after the Expiration Time and after all prorations and
adjustments contemplated by the terms of the Preemptive Rights Offering have
been effected.


 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name

  
	
   

  	
   

  	
  Title

  



 


THIS PREEMPTIVE RIGHTS CERTIFICATE IS NOT TRANSFERABLE


 


PREEMPTIVE
RIGHTS HOLDERS SHOULD BE AWARE THAT IF THEY CHOOSE TO EXERCISE FEWER THAN ALL
OF THE PREEMPTIVE RIGHTS EVIDENCED HEREBY, A NEW PREEMPTIVE RIGHTS CERTIFICATE MAY NOT
BE RECEIVED IN SUFFICIENT TIME TO EXERCISE THE REMAINING PREEMPTIVE RIGHTS
EVIDENCED THEREBY.


 


***  EXERCISE OF PREEMPTIVE RIGHTS
EVIDENCED HEREBY IS IRREVOCABLE.  ***


 

















 


FORM 1—EXERCISE:  The
undersigned hereby irrevocably exercises its preemptive rights to purchase warrants
to purchase shares of Class A common stock, as indicated below, on the
terms and subject to the conditions specified in the Prospectus, receipt of
which is hereby acknowledged.


 


 (a)         Number of warrants purchased by exercising preemptive rights:                           


 


 (b)        Total price (total number of warrants purchased, multiplied by the price
per warrants, or $1.33):  $                   


 


METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOX(ES)):(1)


 


o      CERTIFIED, CASHIER’S OR PERSONAL CHECK OR BANK DRAFT OR POSTAL,
TELEGRAPHIC OR EXPRESS MONEY ORDER IN THE AMOUNT OF $                                            
PAYABLE TO MELLON INVESTOR SERVICES LLC.


 


o      WIRE TRANSFER IN THE AMOUNT OF $                                          
DIRECTED TO MELLON INVESTOR SERVICES LLC.


 






	
  (1)

  	
  If
  the amount enclosed or transmitted is not sufficient to pay the purchase price
  of the warrants that are stated herein, or if the number of warrants is not
  specified, the number of warrants to be purchased will be assumed to be the
  maximum number that could be purchased for upon payment of such amount. Any
  amount remaining after such division shall be returned to the holder of the
  preemptive rights.

  



 

















 


FORM 2—SPECIAL ISSUANCE, PAYMENT, OR
DELIVERY INSTRUCTIONS:  Unless otherwise indicated below under “Special
Issuance Instructions,” the Preemptive Rights Agent is hereby authorized to
issue any certificates for warrants to the undersigned.  Similarly, unless otherwise indicated below
under “Special Delivery Instructions,” the Preemptive Rights Agent is
authorized to send the certificates for the warrants to the undersigned at the
address appearing on the face of this Preemptive Rights Certificate.


 


 


	
  SPECIAL ISSUANCE INSTRUCTIONS

  	
   

  	
  SPECIAL DELIVERY INSTRUCTIONS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
    To
  be completed ONLY if the name in which any certificates representing the
  warrants are to be issued is that of someone other than the registered holder
  as indicated hereon.

  	
   

  	
    To
  be completed ONLY if the certificates representing the warrants are to be
  sent to someone other than the registered holder or to an address other than
  that shown above.

  
	
   

  	
   

  	
   

  
	
  Register
  and mail:

  	
   

  	
  Mail
  and deliver:

  
	
  (check
  appropriate box(es))

  	
   

  	
  (check
  appropriate box(es))

  
	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  	
   

  	
  Name

  	
   

  
	
  (Please Print)

  	
   

  	
   

  	
  (Please Print)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  	
   

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Include Zip Code)

  	
   

  	
   

  	
  (Include Zip Code)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Tax Identification or Social Security Number)

  	
   

  	
  (Tax Identification or Social Security Number)

  
								



 

















 


IMPORTANT:


PREEMPTIVE RIGHTS HOLDER SIGN
HERE


AND, IF PREEMPTIVE RIGHTS ARE
BEING EXERCISED,


COMPLETE SUBSTITUTE FORM W-9


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



(Signature(s) of
Holder(s))


 


Dated:                                                             , 2009


 


(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
this Preemptive Rights Certificate.  If
signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officer(s) of a corporation, or another
acting in a fiduciary or representative capacity, please provide the following
information.  See Instructions.)


 


	
   

  	
  Name(s)

  	
   

  



(Please
print)


 


	
  Capacity (Full Title)

  	
   

  



 


 


 


	
  Address

  	
   

  



(Including Zip Code)


 


	
  Area
  Code and Telephone Number

  	
   

  



(Home)


 


	
   

  



(Business)


 


	
  Tax
  Identification or Social Security Number

  	
   

  



 


[GUARANTEE OF SIGNATURE(S)


Note:  See Paragraph 5(c) of the Instructions.]


 


	
  Authorized
  Signature

  	
   

  



 


	
  Name

  	
   

  



 


	
  Title

  	
   

  



 


	
  Name
  of Firm

  	
   

  



 


	
  Address

  	
   

  



 


	
  Area
  Code and Telephone Number

  	
   

  



 


Dated:                                                       ,
2009