Exhibit 10.3


 


FORM OF
PREEMPTIVE RIGHTS WARRANT AGREEMENT


 


This
Preemptive Rights Warrant Agreement (the “Warrant Agreement”) made as of
[    ], 2009, between The New York Times Company, a New
York corporation with offices at 620 Eighth Avenue, New York, New York 10018
(the “Corporation”), and Mellon Investor Services LLC (the “Warrant Agent”).


 


WHEREAS, on January 19,
2009, the Corporation agreed to issue to Inmobiliaria Carso, S.A. de C.V. and
Banco Inbursa S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa
(each an “Investor” and collectively the “Investors”) 15,900,000
detachable warrants to purchase a like number of shares of the Corporation’s Class A
Common Stock, par value $0.10 per share (the “Class A Common Stock);


 


WHEREAS, as a
result of the Corporation’s agreement to issue the warrants to the Investors,
under clause (VI) of Article Fourth of the Corporation’s Certificate
of Incorporation and Section 622 of the New York Business Corporation Law,
each holder of the Corporation’s Class B Common Stock, par value $0.10 per
share (the “Class B Common Stock”) has a preemptive right to
purchase, for each share of the Corporation’s Class B common stock owned
as of 5:00 p.m., New York City time, on January 16, 2009, 0.1112
warrants (the “Warrants”), each of such Warrants evidencing the right of
the holder thereof to purchase a like number of shares of the Corporation’s Class A
Common Stock, for $6.35 per share, subject to adjustment as described herein;


 


WHEREAS, (i) the
Class B Common Stock is principally held by descendants of Adolph S. Ochs,
who purchased the Company in 1896, and a family trust holds approximately 89%
of the shares of Class B Common Stock and (ii) the family trust and
the individual trustees of the family trust holding an aggregate of 745,450
shares of Class B Common Stock have waived their preemptive rights
triggered by the agreement to issue the warrants to the Investors;


 


WHEREAS, the
Corporation has filed with the U.S. Securities and Exchange Commission (i) a
Registration Statement, No. 333-156477 on Form S-3 (the “Registration
Statement”) for the registration, under the U.S. Securities Act of 1933, as
amended (the “Securities Act”) of, among other securities, the Warrants
and the Class A Common Stock issuable upon exercise of the Warrants and (ii)
a prospectus supplement pursuant to Rule 424 under the Securities Act
specifically relating to the offer and sale of an aggregate of 8,917 Warrants
and 8,917 shares of the Corporation’s Class A Common Stock issuable upon
exercise of the Warrants to the holders of an aggregate of 80,184 shares of Class B
Common Stock;


 


WHEREAS, the
Corporation desires the Warrant Agent to act on behalf of the Corporation, and
the Warrant Agent is willing to so act, in connection with the issuance, registration,
transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS, the
Corporation desires to provide for the form and provisions of the Warrants, the
terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Corporation, the Warrant Agent, and
the holders of the Warrants; and


 


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WHEREAS, all
acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Corporation and countersigned by or on
behalf of the Warrant Agent, as provided herein, the valid, binding and legal
obligations of the Corporation, and to authorize the execution and delivery of
this Warrant Agreement.


 


NOW, THEREFORE,
in consideration of the mutual agreements herein contained, the parties hereto
agree as follows:


 


1.             Appointment of Warrant Agent.  The Corporation hereby appoints the Warrant
Agent to act as agent for the Corporation for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in
accordance with the terms and conditions set forth in this Warrant Agreement.


 


2.             Warrants.


 


2.1           Warrant Certificates.  Each Warrant shall be issued in registered
form only, shall be substantially in the form of the Warrant Certificate
attached hereto as Exhibit A, the provisions of which are
incorporated herein, and shall be signed by, or bear the facsimile signature
of, the Chairman, the President, the Vice Chairman, any Senior Vice President,
any Vice President, the Secretary or the Treasurer of the Corporation, and
shall bear a facsimile of the Corporation’s seal.  In the event the person whose facsimile
signature has been placed upon any Warrant shall have ceased to serve in the
capacity in which such person signed the Warrant before such Warrant is issued,
it may be issued with the same effect as if he or she had not ceased to be such
at the date of issuance.


 


2.2           Effect of Countersignature.  Unless and until countersigned by the Warrant
Agent pursuant to this Warrant Agreement, a Warrant shall be invalid and of no
effect and may not be exercised by the holder thereof.


 


2.3           Registration.


 


2.3.1        Warrant Register.  The Warrant Agent shall maintain books (“Warrant
Register”), for the registration of original issuance and the registration
of transfer of the Warrants.  Upon the
initial issuance of the Warrants, the Warrant Agent shall issue and register
the Warrants in the names of the respective holders thereof in such
denominations and otherwise in accordance with written instructions delivered
to the Warrant Agent by the Corporation.


 


2.3.2        Registered Holder.  Prior to due presentment for registration of
transfer of any Warrant, the Corporation and the Warrant Agent may deem and treat
the person in whose name such Warrant shall be registered upon the Warrant
Register (“registered holder”), as the absolute owner of such Warrant
and of each Warrant represented thereby (notwithstanding any notation of
ownership or other writing on the Warrant Certificate made by anyone other than
the Corporation or the Warrant Agent), for the purpose of any exercise thereof,
and for all other purposes, and neither the 


 


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Corporation nor the Warrant Agent shall be affected by any notice to
the contrary.  Neither the Corporation
nor the Warrant Agent will be liable or responsible for any registration or
transfer of any Warrants that are registered or to be registered in the name of
a fiduciary or the nominee of a fiduciary.


 


3.             Terms and Exercise of Warrants.


 


3.1           Number of Shares; Exercise Price.  Each Warrant shall, when countersigned by the
Warrant Agent, entitle the registered holder thereof, or its permitted assigns
(the “Warrantholder”), upon the terms and subject to the conditions
hereinafter set forth, to acquire from the Corporation, in whole or in part,
one fully paid and nonassessable share of Class A Common Stock, at a
purchase price per share of Class A Common Stock equal to the Exercise
Price.  The number of shares of Class A
Common Stock (the “Shares”) and the Exercise Price are subject to
adjustment as provided herein, and all references to “Class A Common
Stock,” “Shares” and “Exercise Price” herein shall be deemed
to include any such adjustment or series of adjustments


 


3.2           Term of Warrants.  Subject to Section 3.1, to the extent
permitted by applicable laws and regulations, the right to purchase the Shares
represented by a Warrant is exercisable, in whole or in part by the
Warrantholder, at any time or from time to time after execution and delivery of
the Warrant by the Corporation on the date hereof, and when countersigned by
the Warrant Agent, but in no event later than 5:00 p.m., New York City
time, January 15, 2015 (the “Expiration Time”).


 


3.3           Exercise of Warrants. Subject to the
provisions of the Warrant and this Warrant Agreement, a Warrant, when
countersigned by the Warrant Agent, may be exercised by the registered holder
thereof by (i) surrendering it, at the office of the Warrant Agent
designated for such purposes, or at the office of its successor as Warrant
Agent with the Notice of Exercise, as set forth in the Warrant, duly executed,
and (ii) paying in full, in lawful money of the United States, by
certified check, cashier’s check or bank draft payable to the order of the
Corporation, drawn upon a United States bank, or postal, telegraphic or express
money order payable to the order of the Corporation (or as otherwise agreed to
by the Corporation), the Exercise Price for each full share of Class A
Common Stock as to which the Warrant is exercised and any and all applicable
taxes due in connection with the exercise of the Warrant, the exchange of the
Warrant for the Class A Common Stock, and the issuance of the Class A
Common Stock.


 


3.4           Issuance of Certificates.  As soon as practicable after the exercise of
any Warrant and the clearance of the funds in payment of the Exercise Price,
the Corporation shall issue to the registered holder of such Warrant a
certificate or certificates for the number of full shares of Class A
Common Stock to which he, she or it is entitled, registered in such name or
names as may be directed by him, her or it, and if such Warrant shall not have
been exercised in full, a new countersigned Warrant for the number of shares as
to which such Warrant shall not have been so 


 


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exercised.  Notwithstanding the
foregoing, the Corporation shall not be obligated to deliver any Shares
pursuant to the exercise of a Warrant unless (i) a registration statement
under the Securities Act with respect to the Class A Common Stock issuable
upon exercise is effective, or (ii) in the opinion of counsel to the
Corporation, the exercise of the Warrants is exempt from the registration requirements
of the Securities Act and such securities are qualified for sale or exempt from
qualification under applicable securities laws of the states or other
jurisdictions in which the registered holders reside.  Warrants may not be exercised by, or securities
issued to, any registered holder in any state in which such exercise or
issuance would be unlawful.  In no event
will the Corporation “net cash settle” any Warrant.


 


3.5           Authorization; Listing.  The Corporation hereby represents and
warrants that any Shares issued upon the exercise of the Warrant in accordance
with the provisions of Section 3 will be duly and validly authorized and
issued, fully paid and nonassessable and free from all taxes, liens and charges
(other than liens or charges created by the Warrantholder, except as otherwise
provided herein, income and franchise taxes incurred in connection with the
exercise of the Warrant or taxes in respect of any transfer occurring
contemporaneously therewith).  The
Corporation agrees that the Shares so issued will be deemed to have been issued
to the Warrantholder as of the close of business on the date on which the
Warrant and payment of the Exercise Price are delivered to the office of the
Warrant Agent, notwithstanding that the stock transfer books of the Corporation
may then be closed or certificates representing such Shares may not be actually
delivered on such date.  The Corporation
will at all times reserve and keep available, out of its authorized but unissued
Class A Common Stock, solely for the purpose of providing for the exercise
of the Warrants, the aggregate number of shares of Class A Common Stock
issuable upon exercise of the Warrants. 
The Corporation will (i) procure, at its sole expense, the listing
of the Shares issuable upon exercise of the Warrants, subject to issuance or
notice of issuance, on all principal stock exchanges on which the Class A
Common Stock is then listed or traded and (ii) maintain such listings of
such Shares at all times after issuance. 
The Corporation will use reasonable best efforts to ensure that the
Shares may be issued without violation of any applicable law or regulation or
of any requirement of any securities exchange on which the Shares are listed or
traded.  Before taking any action which
would cause an adjustment pursuant to Section 4 to reduce the Exercise
Price below the then par value of the Class A Common Stock, the
Corporation shall take any and all corporate action which may, in the opinion
of its counsel, be necessary in order that the Corporation may validly and
legally issue fully paid and non-assessable shares of Class A Common Stock
at the Exercise Price as so adjusted.


 


3.6           No Fractional Shares or Scrip.  No fractional Shares or scrip representing
fractional Shares shall be issued upon any exercise of Warrants.  In lieu of any fractional Share to which the
Warrantholder would otherwise be entitled, the Warrantholder shall be entitled
to receive a cash payment equal to the Market 


 


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Price of the Class A Common Stock on the last trading day
preceding the date of exercise less the Exercise Price for such fractional
share.


 


3.7           Charges, Taxes and Expenses.  Issuance of certificates for Shares to the
Warrantholder upon the exercise of each Warrant shall be made without charge to
the Warrantholder for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificates, all of which taxes and expenses
shall be paid by the Corporation.


 


3.8           Lost, Stolen, Mutilated or Destroyed
Warrant Certificates. Upon  receipt
by the Corporation and the Warrant Agent of evidence satisfactory to them of
the ownership of and the loss, theft, destruction or mutilation of any Warrant
Certificate and of security or indemnity satisfactory to the Corporation or the
Warrant Agent and, in the case of mutilation, upon surrender of such Warrant
Certificate to the Warrant Agent for cancellation, then, in the absence of
written notice to the Corporation or the Warrant Agent that such Warrant
Certificate has been acquired by a bona fide purchaser, the Corporation shall
prepare, execute and deliver a new Warrant Certificate of like tenor and dated
as of such cancellation to the Warrant Agent and the Warrant Agent shall
countersign and deliver, in exchange for or in lieu of the lost, stolen,
destroyed or mutilated Warrant Certificate, the new Warrant Certificate to the
registered holder in lieu of the Warrant Certificate so lost, stolen, mutilated
or destroyed.  No service charge shall be
made for any replacement of Warrant Certificates, but the Corporation may
require the payment of a sum sufficient to cover any stamp or other tax or
governmental charge that may be imposed in connection with any such exchange.
To the extent permitted under applicable law, the provisions of this Section 3.8
are exclusive with respect to the replacement of mutilated, lost, stolen or
destroyed Warrant Certificates and shall preclude any and all other rights or
remedies.


 


3.9           Procedure for Surrender of Warrants.  Warrants may be surrendered to the Warrant
Agent, together with a written request for exchange or transfer, and,
thereupon, the Warrant Agent shall issue in exchange therefor one or more new
Warrants as requested by the registered holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants.


 


3.10         Cancellation of Warrant Certificates.
Any Warrant Certificate surrendered for the purpose of transfer, exchange or
exercise of the Warrants evidenced thereby shall, if surrendered to the
Corporation, be delivered to the Warrant Agent for cancellation or in cancelled
form, or, if surrendered to the Warrant Agent, will be promptly cancelled by
the Warrant Agent and shall not be reissued and, except as expressly permitted
by this Warrant Agreement, no Warrant Certificate shall be issued hereunder in
lieu thereof.  Any Warrant Certificate
surrendered to the Corporation for transfer, exchange or exercise of the
Warrants evidenced thereby shall be promptly delivered to the Warrant Agent and
such transfer, exchange or exercise shall not be effective until such Warrant
Certificate has been received by the Warrant Agent.  The Corporation will deliver to the Warrant
Agent for 


 


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cancellation and retirement, and the Warrant Agent will so cancel and
retire, any other Warrant Certificate purchased or acquired by the Corporation
otherwise than upon the exercise thereof. 
The Warrant Agent will destroy the cancelled and retired Warrant
Certificates and notify the Corporation of the destruction of such Warrant
Certificates.


 


4.             Adjustments and Other Rights.  The Exercise Price and the number of Shares
issuable upon exercise of each Warrant shall be subject to adjustment from time
to time as follows; provided, that if more than one subsection of this Section 4
is applicable to a single event, the subsection shall be applied that produces
the largest adjustment and no single event shall cause an adjustment under more
than one subsection of this Section 4 so as to result in duplication:


 


4.1           Stock Splits, Subdivisions,
Reclassifications or Combinations. 
If the Corporation shall (i) declare and pay a dividend or make a
distribution on its Class A Common Stock in shares of Class A Common
Stock, (ii) subdivide or reclassify the outstanding shares of Class A
Common Stock into a greater number of shares, or (iii) combine or
reclassify the outstanding shares of Class A Common Stock into a smaller
number of shares, the number of Shares issuable upon exercise of each Warrant
at the time of the record date for such dividend or distribution or the
effective date of such subdivision, combination or reclassification shall be
proportionately adjusted so that the Warrantholder after such date shall be
entitled to purchase the number of shares of Class A Common Stock which
such holder would have owned or been entitled to receive in respect of the
shares of Class A Common Stock subject to the Warrant after such date had
the Warrant been exercised immediately prior to such date.  In such event, the Exercise Price in effect
at the time of the record date for such dividend or distribution or the
effective date of such subdivision, combination or reclassification shall be
adjusted to the number obtained by dividing (x) the product of (1) the
number of Shares issuable upon the exercise of the Warrant before such
adjustment and (2) the Exercise Price in effect immediately prior to the
record or effective date, as the case may be, for the dividend, distribution,
subdivision, combination or reclassification giving rise to this adjustment by (y) the
new number of Shares issuable upon exercise of the Warrant determined pursuant
to the immediately preceding sentence.


 


4.2           Certain Issuances of Common Stock or
Convertible Securities.  If the
Corporation shall issue shares of Class A Common Stock (or rights or
warrants or other securities exercisable or convertible into or exchangeable
(collectively, a “conversion”) for shares of Common Stock (collectively,
“convertible securities”)) (other than in Permitted Transactions or a
transaction to which Section 4.1 is applicable) without consideration or
at a consideration per share (or having a conversion price per share) that is
less than 95% of the Market Price on the last trading day preceding the date of
the agreement on pricing such shares (or such convertible securities) then, in
such event:


 


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(A)          the number of Shares
issuable upon the exercise of each Warrant immediately prior to the date of the
agreement on pricing of such shares (or of such convertible securities) (the “Initial
Number”) shall be increased to the number obtained by multiplying the
Initial Number by a fraction (i) the numerator of which shall be the sum
of (x) the number of shares of Common Stock of the Corporation outstanding on
such date and (y) the number of additional shares of Common Stock issued
(or into which convertible securities may be exercised or converted) and (ii) the
denominator of which shall be the sum of (1) the number of shares of Common
Stock outstanding on such date and (2) the number of shares of Common
Stock which the aggregate consideration receivable by the Corporation for the
total number of shares of Common Stock so issued (or into which convertible
securities may be exercised or convert) would purchase at the Market Price on
the last trading day preceding the date of the agreement on pricing such shares
(or such convertible securities); and


 


(B)           the Exercise Price
payable upon exercise of the Warrant shall be adjusted by multiplying such
Exercise Price in effect immediately prior to the date of the agreement on
pricing of such shares (or of such convertible securities) by a fraction, the
numerator of which shall be the number of shares of Class A Common Stock
issuable upon exercise of each Warrant prior to such date and the denominator
of which shall be the number of shares of Class A Common Stock issuable
upon exercise of each Warrant immediately after the adjustment described in
clause (A) above.


 


For the
avoidance of doubt, no increase to the Exercise Price or decrease in the number
of Shares issuable upon exercise of a Warrant shall be made pursuant to this Section 4.2.


 


For purposes
of the foregoing, the aggregate consideration receivable by the Corporation in
connection with the issuance of such shares of Common Stock or convertible
securities shall be deemed to be equal to the sum of the net offering price
(after deduction of any related expenses payable to third parties) of all such
securities plus the minimum aggregate amount, if any, payable upon exercise or
conversion of any such convertible securities into shares of Common Stock;
consideration other than cash, including securities acquired in exchange
therefor (other than securities by their terms so exchangeable) shall be deemed
to be the Fair Market Value thereof.


 


Notwithstanding
anything to the contrary contained herein, upon the grant of any Dilutive
Equity Grants (as defined below), the number of Shares issuable upon the
exercise of the Warrants and the Exercise Price shall be adjusted pursuant to
this Section 4.2 as though the Corporation had, on the date of grant of
such Dilutive Equity Grants, issued shares of Class A Common Stock equal
in number to the number of Share Equivalents (as defined below) represented by
such Dilutive Equity Grants for no consideration.  No further adjustments to the number of
Shares issuable upon exercise of the Warrants on the Exercise Price 


 


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shall be made
in respect of the grant, vesting or exercise of such Dilutive Equity Grants.


 


“Permitted
Transactions” shall include issuances (i) in connection with matching
grants of Class A Common Stock pursuant to The New York Times Companies
Supplemental Retirement and Investment Plan or any successor plan intended to
be qualified under Section 401(a) of the Internal Revenue Code of
1986 (the “Code”), (ii) in connection with the Corporation’s
Employee Stock Purchase Plan (or any successor plan that qualifies as an “employee
stock purchase plan” under Section 423 of the Code), (iii) in
connection with stock options and restricted stock units granted prior January 21,
2009, the date on which warrants were issued to the Investors, and exercised or
settled in accordance with their terms as in effect on January 21, 2009, (iv) in
connection with stock options, restricted stock units or shares of Class A
Common Stock issued after January 21, 2009, pursuant to employee, director
or independent contractor/consulting plans, agreements or arrangements and other
compensation related arrangements approved by the Board of Directors or the
compensation committee thereof, or by the Corporation’s management acting under
authority delegated by the Board of Directors or the compensation committee, up
to the Permitted Grant Amount, as defined below (with stock options, restricted
stock units, shares of Class A Common Stock and other employee equity or
equity-based awards that are settled in shares of Class A Common Stock
(other than those described in (i) and (ii) above) so granted in
excess of the Permitted Grant Amount being referred to as “Dilutive Equity
Grants”)), (v) in connection with the issuance of the warrants to the
Investors and any adjustments to the exercise price or shares issuable upon
exercise of such warrants pursuant to terms therefor, (vi) in connection
with registered open market sales of Class A Common Stock at prevailing
market prices, (vii) upon the exercise or conversion of convertible
securities for which an adjustment pursuance to this Section 4.2 had
previously been made or had not been required to be made, and (viii) upon
conversion of shares of the Corporation’s Class B Common Stock into shares
of Class A Common Stock without the payment of any consideration therefor.
“Permitted Grant Amount” shall mean 2,000,000 Share Equivalents per year
commencing January 21, 2009 and accruing annually with unused amounts
carried forward.  For the purpose hereof,
each stock option constitutes one-third of a “Share Equivalent” and each
restricted stock unit, grant of Class A Common Stock and other employee
equity or equity-based compensation settled in shares of the Class A
Common Stock (other than those described pursuant to (i) and (ii) above)
constitutes one “Share Equivalent.”


 


Any adjustment
made pursuant to this Section 4.2 shall become effective immediately upon
the date of such issuance.


 


4.3           Other Distributions.  In case the Corporation shall fix a record
date for the making of a distribution to all holders of shares of its Class A
Common Stock of securities, evidences of indebtedness, assets, cash, rights or
warrants (excluding Ordinary Cash Dividends, dividends of its Class A
Common Stock and other 


 


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dividends or distributions referred to in Section 4.1), in each
such case, the Exercise Price in effect prior to such record date shall be
reduced immediately thereafter to the price determined by multiplying the
Exercise Price in effect immediately prior to the reduction by the quotient of (i) the
Market Price of the Class A Common Stock on the last trading day preceding
the first date on which the Class A Common Stock trades regular way on the
New York Stock Exchange without the right to receive such distribution, minus
the amount of cash or the Fair Market Value of the securities, evidences of
indebtedness, assets, rights or warrants to be so distributed in respect of one
share of Common Stock (the “Per Share Fair Market Value”) divided by (ii) such
Market Price on such date specified in clause (i); such adjustment shall be
made successively whenever such a record date is fixed.  In such event, the number of Shares issuable
upon the exercise of each Warrant shall be increased to the number obtained by
dividing (x) the product of (1) the number of Shares issuable upon
the exercise of the Warrant before such adjustment, and (2) the Exercise
Price in effect immediately prior to the distribution giving rise to this
adjustment by (y) the new Exercise Price determined in accordance with the
immediately preceding sentence.  In the
case of an adjustment for a cash dividend that is, or is coincident with, a
regular quarterly dividend, both the Per Share Fair Market Value and the Market
Price specified in clause (i) would be reduced by the per share amount of
the portion of the cash dividend that would constitute an Ordinary Cash
Dividend.  In the event that such
distribution is not so made, the Exercise Price and the number of Shares
issuable upon exercise of each Warrant then in effect shall be readjusted,
effective as of the date when the Board of Directors determines not to
distribute such shares, evidences of indebtedness, assets, rights, cash or
warrants, as the case may be, to the Exercise Price that would then be in
effect and the number of Shares that would then be issuable upon exercise of
the Warrant if such record date had not been fixed.


 


4.4           Certain Repurchases of Class A
Common Stock.  In case the
Corporation effects a Pro Rata Repurchase of Class A Common Stock, then
the Exercise Price shall be adjusted to the price determined by multiplying the
Exercise Price in effect immediately prior to the effective date of such Pro
Rata Repurchase by a fraction of which the numerator shall be (i) the
product of (x) the number of shares of Class A Common Stock outstanding
immediately before such Pro Rata Repurchase and (y) the Market Price of a
share of Class A Common Stock on the trading day immediately preceding the
first public announcement by the Corporation or any of its Affiliates of the
intent to effect such Pro Rata Repurchase, minus (ii) the aggregate
purchase price of the Pro Rata Repurchase, and of which the denominator shall
be the product of (1) the number of shares of Class A Common Stock
outstanding immediately prior to such Pro Rata Repurchase minus the number of
shares of Class A Common Stock so repurchased and (2) the Market
Price per share of Class A Common Stock on the trading day immediately
preceding the first public announcement by the Corporation or any of its
Affiliates of the intent to effect such Pro Rata Repurchase.  In such event, the number of shares of Class A
Common Stock issuable upon the exercise of each Warrant shall be adjusted to
the number


 


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obtained
by dividing (A) the product of (I) the number of Shares issuable upon
the exercise of the Warrant before such adjustment, and (II) the Exercise
Price in effect immediately prior to the Pro Rata Repurchase giving rise to
this adjustment by (B) the new Exercise Price determined in accordance
with the immediately preceding sentence.


 


4.5           Business
Combinations.  In case of
any Business Combination or reclassification of Class A Common Stock
(other than a reclassification of Class A Common Stock referred to in Section 4.1),
the Warrantholder’s right to receive Shares upon exercise of the Warrants shall
be converted into the right to exercise the Warrants to acquire the number of
shares of stock or other securities or property (including cash) which the Class A
Common Stock issuable (at the time of such Business Combination or
reclassification) upon exercise of each Warrant immediately prior to such
Business Combination or reclassification would have been entitled to receive
upon consummation of such Business Combination or reclassification; and in any
such case, if necessary, the provisions set forth herein with respect to the
rights and interests thereafter of the Warrantholder shall be appropriately
adjusted so as to be applicable, as nearly as may reasonably be, to the
Warrantholder’s right to exercise each Warrant in exchange for any shares of
stock or other securities or property pursuant to this paragraph.  In determining the kind and amount of stock,
securities or the property receivable upon exercise of each Warrant following
the consummation of such Business Combination, if the holders of Class A
Common Stock have the right to elect the kind or amount of consideration
receivable upon consummation of such Business Combination, then the
Warrantholder shall have the right to make a similar election (including,
without limitation, being subject to similar proration constraints) upon
exercise of each Warrant with respect to the number of shares of stock or other
securities or property which the Warrantholder will receive upon exercise of a
Warrant.


 


4.6           Rounding of
Calculations; Minimum Adjustments.  All calculations under this Section 4
shall be made to the nearest one-tenth (1/10th) of a cent or to the nearest
one-hundredth (1/100th) of a share, as the case may be.  Any provision of this Section 4 to the
contrary notwithstanding, no adjustment in the Exercise Price or the number of
Shares into which each Warrant is exercisable shall be made if the amount of
such adjustment would be less than $0.01 or one-tenth (1/10th) of a share of Class A
Common Stock, but any such amount shall be carried forward and an adjustment
with respect thereto shall be made at the time of and together with any
subsequent adjustment which, together with such amount and any other amount or
amounts so carried forward, shall aggregate $0.01 or 1/10th of a share of Class A
Common Stock, or more.


 


4.7           Timing of
Issuance of Additional Class A Common Stock Upon Certain Adjustments.  In any case in which the provisions of this Section 4
shall require that an adjustment shall become effective immediately after a
record date for an event, the Corporation may defer until the occurrence of
such event (i) issuing to the Warrantholder of each Warrant exercised
after such record date and before the occurrence of such event the additional
shares of Class A Common Stock issuable upon such exercise by reason of
the adjustment required by such event over and above the shares of Class A
Common Stock issuable


 


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upon
such exercise before giving effect to such adjustment and (ii) paying to
such Warrantholder any amount of cash in lieu of a fractional share of Class A
Common Stock; provided, however, that the Corporation upon request shall
deliver to such Warrantholder a due bill or other appropriate instrument
evidencing such Warrantholder’s right to receive such additional shares, and
such cash, upon the occurrence of the event requiring such adjustment.


 


4.8           Other Events. For so long
as the Warrantholder holds a Warrant or any portion thereof, if any event
occurs as to which the provisions of this Section 4 are not strictly
applicable or, if strictly applicable, would not, in the good faith judgment of
the Board of Directors of the Corporation, fairly and adequately protect the
purchase rights of the Warrants in accordance with the essential intent and
principles of such provisions, then the Board of Directors shall make such
adjustments in the application of such provisions, in accordance with such essential
intent and principles, as shall be reasonably necessary, in the good faith
opinion of the Board of Directors, to protect such purchase rights as
aforesaid.  Without limiting the
foregoing, in connection with and as a condition to any transaction, including
any distribution, in respect of, the Class B Common Stock or any other
class of Common Stock in existence from time to time that would give rise to an
adjustment pursuant to this Section 4 if such transaction were in respect
of the Class A Common Stock (other than a transaction in which the Class A
Common Stock participates on a pro rata basis), the Board of Directors shall
make such adjustments to the Exercise Price and the number of shares into which
the Warrants are exercisable as are fair and equitable in its good faith
opinion to protect the purchase rights of the Warrants as if such transaction
was solely in respect of the Class A Common Stock.  The Exercise Price and the number of Shares
into which the Warrants are exercisable shall not be adjusted in the event of a
change in the par value of the Common Stock or a change in the jurisdiction of
incorporation of the Corporation.


 


4.9           Statement
Regarding Adjustments. 
Whenever the Exercise Price or the number of Shares into which each
Warrant is exercisable shall be adjusted as provided in Section 4, the
Corporation shall forthwith file at the principal office of the Corporation a
statement showing in reasonable detail the facts requiring such adjustment and
the Exercise Price that shall be in effect and the number of Shares into which
each Warrant shall be exercisable after such adjustment, and the Corporation
shall also cause a copy of such statement to be sent by mail, first class
postage prepaid, to the Warrant Agent and each Warrantholder at the address
appearing in the Corporation’s records.


 


4.10         Notice of
Adjustment Event.  In the
event that the Corporation shall propose to take any action of the type
described in this Section 4 (but only if the action of the type described
in this Section 4 would result in an adjustment in the Exercise Price or
the number of Shares into which each Warrant is exercisable or a change in the
type of securities or property to be delivered upon exercise of a Warrant),


 


11

















 


the
Corporation shall give written notice to the Warrant Agent and Warrantholder,
in the manner set forth in Section 4.7, which notice shall specify the
record date, if any, with respect to any such action and the approximate date
on which such action is to take place. 
Such notice shall also set forth the facts with respect thereto as shall
be reasonably necessary to indicate the effect on the Exercise Price and the
number, kind or class of shares or other securities or property which shall be
deliverable upon exercise of this Warrant. 
In the case of any action which would require the fixing of a record
date, such notice shall be given at least 10 days prior to the date so fixed,
and in case of all other action, such notice shall be given at least 15 days
prior to the taking of such proposed action, except if it is impracticable to
provide such 15 days’ prior notice, then the Corporation shall provide such
notice as soon as it is reasonably able prior to the taking of such proposed
action.  Failure to give such notice, or
any defect therein, shall not affect the legality or validity of any such
action.


 


4.11         Proceedings
Prior to Any Action Requiring Adjustment.  As a condition precedent to the taking of any
action which would require an adjustment pursuant to this Section 4, the
Corporation shall take any action which may be necessary, including obtaining
regulatory, New York Stock Exchange or stockholder approvals or exemptions, in
order that the Corporation may thereafter validly and legally issue as fully
paid and nonassessable all shares of Class A Common Stock that the
Warrantholder is entitled to receive upon exercise of each Warrant pursuant to
this Section 4.


 


4.12         Adjustment
Rules.  Any adjustments pursuant to
this Section 4 shall be made successively whenever an event referred to
herein shall occur.  If an adjustment in
Exercise Price made hereunder would reduce the Exercise Price to an amount
below the par value of the Class A Common Stock, then such adjustment in
the Exercise Price made hereunder shall reduce the Exercise Price to the par
value of the Class A Common Stock and then, upon the Corporation’s
satisfaction of its obligations under Section 4, to such lower par value
as may then be established.


 


4.13         No Impairment. The
Corporation will not, by amendment of its certificate of incorporation or
through any reorganization, transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by the Corporation, but will at all times in
good faith assist in the carrying out of all the provisions of the Warrants and
in taking of all such action as may be necessary or appropriate in order to
protect the rights of the Warrantholder.


 


5.             Transfer/Assignment.


 


5.1           Registration of
Transfer.  The Warrant
Agent shall register the transfer, from time to time, of any outstanding
Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
properly endorsed with signatures properly guaranteed by a participant in the
Securities Transfer Agent Medallion Program, the Stock


 


12

















 


Exchanges
Medallion Program or the New York Stock Exchange, Inc. Medallion Signature
Program and accompanied by a written instrument or instruments of transfer in
form satisfactory to the Warrant Agent, duly executed by the registered holder
or registered holders thereof or by the duly appointed legal representative
thereof or by a duly authorized attorney and accompanied by appropriate
instructions for transfer.  Upon any such
transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant
Agent.  The Warrants so cancelled shall
be delivered by the Warrant Agent to the Corporation from time to time upon
written request.


 


5.2           Fractional
Warrants.  The Warrant
Agent shall not be required to effect any registration of transfer or exchange
which will result in the issuance of a warrant certificate for a fraction of a
Warrant.


 


5.3           Service Charges.  No service charge shall be made for any
exchange or registration of transfer of Warrants.


 


5.4           Warrant
Execution and Countersignature.  The Warrant Agent is hereby authorized to
countersign and to deliver, in accordance with the terms of this Warrant
Agreement, the Warrants required to be issued pursuant to the provisions of
this Section 5, and the Corporation, whenever required by the Warrant
Agent, will supply the Warrant Agent with Warrants duly executed on behalf of
the Corporation for such purpose.


 


6.             Other Provisions Relating to
Rights of Holders of Warrants.


 


6.1           No Rights as
Stockholders; Transfer Books.  A Warrant does not entitle the Warrantholder
to any voting rights or other rights as a stockholder of the Corporation prior
to the date of exercise hereof.  The
Corporation will at no time close its transfer books against transfer of this
Warrant in any manner which interferes with the timely exercise of this
Warrant.


 


6.2           Registration of
Class A Common Stock.  The
Corporation agrees that prior to the issuance of the Warrants, it shall file,
if necessary, with the SEC a new registration statement, for the registration,
under the Securities Act, of, and it shall take such action as is necessary to
qualify for sale, in those states in which the Warrants were initially offered
by the Corporation, the Shares issuable upon exercise of the Warrants.  In either case, the Corporation will use its
commercially reasonable efforts to cause the same to become effective and to
maintain the effectiveness of the Registration Statement or such new
registration statement until the expiration of the Warrants in accordance with
the provisions of this Warrant Agreement. 
The provisions of this Section 6.2 may not be modified, amended or
deleted without the prior written consent of the Corporation and the majority
of the holders of the Warrants then outstanding.


 


6.3           Saturdays,
Sundays, Holidays, etc.  If
the last or appointed day for the taking of any action or the expiration of any
right required or granted herein shall not be a


 


13

















 


Business
Day, then such action may be taken or such right may be exercised on the next
succeeding day that is a Business Day.


 


7.             Concerning the Warrant Agent
and Other Matters.


 


7.1           Payment of
Taxes.  The Corporation will from time
to time promptly pay all taxes and charges, including transfer taxes, that may
be imposed upon the Corporation or the Warrant Agent in respect of the issuance
or delivery of shares of Class A Common Stock upon the exercise of
Warrants, but the Corporation shall not be obligated to pay any other transfer
taxes in respect of the Warrants or such shares or any transfer taxes which may
apply as a result of the issuance or delivery of shares of Class A Common
Stock upon the exercise of Warrants to a person other than the registered
holder of such Warrants; provided, however, that the Corporation and the
Warrant Agent shall not be required to deliver such Warrants unless or until
the person or persons requesting the issuance thereof shall have paid to the
Corporation the amount of such tax or shall have established to the
satisfaction of the Corporation and the Warrant Agent that such tax has been
paid or is not payable.


 


7.2           Resignation,
Consolidation, or Merger of Warrant Agent.


 


7.2.1        Appointment of
Successor Warrant Agent.  The
Warrant Agent, or any successor to it hereafter appointed, may resign its
duties and be discharged from all further duties and liabilities hereunder
after giving sixty (60) days’ notice in writing to the Corporation.  If the office of the Warrant Agent becomes
vacant by resignation or incapacity to act or otherwise, the Corporation shall
appoint in writing a successor Warrant Agent in place of the Warrant
Agent.  If the Corporation shall fail to
make such appointment within a period of thirty (30) days after it has been
notified in writing of such resignation or incapacity by the Warrant Agent or
by the holder of the Warrant (who shall, with such notice, submit his Warrant
for inspection by the Corporation), then the holder of any Warrant may apply to
the Supreme Court of the State of New York for the County of New York for the
appointment of a successor Warrant Agent. 
Any successor Warrant Agent, whether appointed by the Corporation or by
such court, shall be a corporation organized and existing under the laws of the
State of New York, in good standing and having its principal office in the Borough
of Manhattan, City and State of New York, and authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
federal or state authority.  After
appointment, any successor Warrant Agent shall be vested with all the
authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant
Agent hereunder, without any further act or deed; but if for any reason it
becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Corporation, an instrument transferring to
such successor Warrant Agent all the authority, powers, and rights of such


 


14

















 


predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the
Corporation shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


7.2.2        Notice of
Successor Warrant Agent.  In
the event a successor Warrant Agent shall be appointed, the Corporation shall
give written notice thereof to the predecessor Warrant Agent and the transfer
agent for the Class A Common Stock not later than the effective date of
any such appointment.


 


7.2.3        Merger or
Consolidation of Warrant Agent.  Any corporation into which the Warrant Agent
may be merged or with which it may be consolidated or any corporation resulting
from any merger or consolidation to which the Warrant Agent shall be a party
shall be the successor Warrant Agent under this Warrant Agreement without any
further act.


 


7.3           Fees and Expenses of Warrant Agent.


 


7.3.1        Remuneration.  The Corporation agrees to pay the Warrant
Agent reasonable remuneration for its services as such Warrant Agent hereunder
as set forth on Exhibit B hereto and will reimburse the Warrant
Agent for all reasonable expenses and charges paid or incurred by it in the
amendment, modification, waiver, exercise, performance and administration of
its rights and duties hereunder including, but not limited to, all legal
counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental
charges.


 


7.3.2        Further
Assurances.  The
Corporation agrees to perform, execute, acknowledge, and deliver or cause to be
performed, executed, acknowledged, and delivered all such further and other
acts, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Warrant
Agreement.


 


7.4           Liability of Warrant Agent.


 


7.4.1        Reliance on
Corporation Statement. 
Whenever in the performance of its duties under this Warrant Agreement,
the Warrant Agent shall deem it necessary or desirable that any fact or matter
be proved or established by the Corporation prior to taking or suffering any
action hereunder, such fact or matter (unless other evidence in respect thereof
be herein specifically prescribed) may be deemed to be conclusively proved and
established by a statement signed by the Chairman, the President, the Vice
Chairman, any Senior Vice President, any Vice President, the Secretary or the
Treasurer of the Corporation and delivered to the Warrant Agent.  The Warrant Agent shall not be liable or
responsible for or in respect of any action


 


15

















 


taken,
suffered or omitted to be taken by it in accordance with instructions of any
such officer or for any delay in acting while waiting for those instructions.
The Warrant Agent shall be fully authorized and protected in relying upon the
most recent instructions received from any such officer.


 


7.4.2        Indemnity.  The Warrant Agent shall be liable hereunder
only for its own gross negligence, willful misconduct or bad faith (each as
determined by a final, non-appealable judgment of a court of competent
jurisdiction).  The Corporation agrees to
indemnify the Warrant Agent and save it harmless against any and all
liabilities, including, but not limited to, judgments, costs and reasonable
fees of one counsel, for action taken, suffered or omitted by the Warrant Agent
in connection with the acceptance and execution of this Warrant Agreement, including
the costs and expenses of defending against any claim of liability arising
therefrom, directly or indirectly, except as a result of the Warrant Agent’s
gross negligence, willful misconduct, or bad faith (each as determined by a
final, non-appealable judgment of a court of competent jurisdiction).


 


7.4.3        Exclusions.  The Warrant Agent shall have no
responsibility with respect to the validity of this Warrant Agreement or with
respect to the validity or execution of any Warrant (except its
countersignature thereof); nor shall it be responsible for any breach by the
Corporation of any covenant or condition contained in this Warrant Agreement or
in any Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner,
method, or amount of any such adjustment or the ascertaining of the existence
of facts that would require any such adjustment; nor shall it by any act
hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any shares of Class A Common Stock to be issued pursuant
to this Warrant Agreement or any Warrant or as to whether any shares of Class A
Common Stock will when issued be valid and fully paid and nonassessable.


 


7.5           Acceptance of
Agency.  The Warrant Agent hereby
accepts the agency established by this Warrant Agreement and agrees to perform
the same upon the express terms and conditions (and no implied terms) herein
set forth and among other things, shall account promptly to the Corporation
with respect to Warrants exercised and concurrently account for, and pay to the
Corporation, all moneys received by the Warrant Agent for the purchase of
shares of the Corporation’s Class A Common Stock through the exercise of
Warrants.


 


7.6           General. The Warrant
Agent undertakes to perform the duties and obligations expressly imposed by
this Warrant Agreement upon the following terms and conditions, all of which
the Corporation and the holders of Warrants, by their acceptance thereof, shall
be bound.


 


16

















 


7.6.1        The Warrant
Agent may rely conclusively and shall be protected in acting upon any order,
judgment, instruction, notice, demand, certificate, opinion or advice of
counsel (including counsel to the Corporation or chosen by the Warrant Agent),
statement, instrument, report or other paper or document (not only as to its
due execution and the validity and effectiveness of its provisions, but also as
to the truth and acceptability of information therein contained) which is
reasonably believed by the Warrant Agent to be genuine and to be signed or
presented by the proper person or persons.


 


7.6.2        The Warrant
Agent shall have no duties, responsibilities or obligations as the Warrant
Agent except those which are expressly set forth herein, and in any
modification or amendment hereof to which the Warrant Agent has consented in
writing, and no duties, responsibilities or obligations shall be implied or
inferred. Without limiting the foregoing, unless otherwise expressly provided
in this Warrant Agreement, the Warrant Agent shall not be subject to, nor be
required to comply with or determine if any person or entity has complied with,
the Registration Statement or the provisions of any other agreement between or
among the Corporation, the holders of Warrants or Shares or any other person or
entity beyond the specific terms hereof, or to comply with any notice,
instruction, direction, request or other communication, paper or document other
than as expressly set forth in this Warrant Agreement.


 


7.6.3        The statements
contained herein and in the Warrant Certificates shall be deemed to be
statements of the Corporation only, and the Warrant Agent assumes no liability
or responsibility for their correctness or to verify the same.


 


7.6.4        The Warrant
Agent shall be under no responsibility or liability to institute, appear in or
defend any action, suit or other proceeding of any kind, or to take any other
action likely to involve expense, unless and until the Corporation or one or
more registered holders of Warrant Certificates shall furnish the Warrant Agent
with security and indemnity satisfactory to it for any out of pocket costs and
expenses which may be incurred, but this provision shall not affect the power
of the Warrant Agent to take such action as it may consider proper, whether
with or without any such security or indemnity. All rights of action under this
Warrant Agreement or under any of the Warrants may be enforced by the Warrant
Agent without the possession of any of the Warrant Certificates or the
production thereof at any trial or other proceeding relative thereto, and any
such action, suit or proceeding instituted by the Warrant Agent shall be
brought in its name as Warrant Agent and any recovery of judgment shall be for
the ratable benefit of the registered holders of the Warrants, as their
respective rights or interests may appear.


 


17

















 


7.6.5        The Warrant
Agent, and any member, stockholder, director, officer or employee of it, may
buy, sell or deal in any of the Warrants or other securities of the Corporation
or become pecuniarily interested in any transaction in which the Corporation
may be interested, or contract with or lend money to the Corporation or any affiliate
thereof or otherwise act as fully and freely as though it were not Warrant
Agent under this Warrant Agreement. Nothing herein shall preclude the Warrant
Agent from acting in any other capacity for the Corporation or for any other
legal entity.


 


7.6.6        The Warrant
Agent will not be under any duty or responsibility to ensure compliance with
any applicable federal or state securities laws in connection with the
issuance, transfer or exchange of the Warrant Certificates.


 


7.6.7        The Warrant
Agent shall act hereunder solely as agent for the Corporation, and its duties
shall be determined solely by the provisions hereof. In no event will the
Warrant Agent be liable for special, indirect, incidental, consequential or
punitive losses or damages of any kind whatsoever (including but not limited to
lost profits), even if the Warrant Agent has been advised of the possibility of
such losses or damages and regardless of the form of action.  Any liability of the Warrant Agent under this
Warrant Agreement shall be limited to the amount of annual fees paid by the
Corporation to the Warrant Agent.


 


7.6.8        The Warrant
Agent shall not at any time be under any duty or responsibility to any holder
of any Warrant Certificate to make or cause to be made any adjustment of the Exercise
Price or number of the Shares or other securities or property deliverable as
provided in this Warrant Agreement, or to determine whether any facts exist
which may require any such adjustments, or with respect to the nature or extent
of any such adjustments, when made, or with respect to the method employed in
making the same. The Warrant Agent shall not be responsible or liable with
respect to the validity or value or the kind or amount of any Shares or of any
securities or property which may at any time be issued or delivered upon the
exercise of any Warrant or with respect to whether any such Shares or other
securities will when issued be validly issued and fully paid and nonassessable,
and makes no representation with respect thereto.


 


7.6.9        Notwithstanding
anything in this Warrant Agreement to the contrary, the Warrant Agent shall
have no liability or responsibility to any person as a result of its inability
to perform any of its obligations under this Warrant Agreement by reason of any
preliminary or permanent injunction or other order, decree or ruling issued by
a court of competent jurisdiction or by a governmental, regulatory or
administrative agency or commission, or any statute, rule, regulation or
executive order promulgated or enacted by any governmental authority
prohibiting or otherwise restraining performance of such obligation.


 


18

















 


7.6.10      In the event
the Warrant Agent believes any ambiguity or uncertainty exists hereunder or in
any notice, instruction, direction, request of other communication, paper or
document received by the Warrant Agent hereunder, the Warrant Agent may, in its
sole and absolute discretion, refrain from taking any action, and shall be
fully protected and shall not be liable in any way to the Corporation or any
holder or other person or entity for refraining from taking such action,
provided that the Warrant Agent provides prior written notice to the
Corporation of such ambiguity or uncertainty and its intention to refrain from
taking such action. unless the Warrant Agent receives written instructions
signed by the Corporation which eliminates such ambiguity or uncertainty to the
reasonable satisfaction of the Warrant Agent.


 


7.6.11      The Corporation
agrees to provide to the Warrant Agent such number of Warrant Certificates
executed on behalf of the Corporation in proper form for issuance as may
reasonably be required by the Warrant Agent for the carrying out or performing
of the provisions of this Warrant Agreement.


 


7.6.12      The Warrant
Agent shall have no duty or obligation to investigate or confirm whether any
determination under this Warrant Agreement is correct or accurate.


 


7.6.13      At any time the
Warrant Agent may request in writing an instruction in writing from the Corporation.
and may at its own option include in such request the course of action it
proposes to take and the date on which it proposes to act, regarding any matter
arising in connection with its duties and obligations hereunder. The Warrant
Agent shall not be liable or responsible for acting without the Corporation’s
consent in accordance with such a proposal on or after the date specified
therein: provided, that the specified date shall be at least five (5) business
days after the Corporation receives the Warrant Agent’s request for
instructions and its proposed course of action; and provided, further,
that, prior to so acting, the Warrant Agent has not received from the
Corporation the written instructions so requested.


 


7.6.14      The Warrant
Agent may consult with counsel satisfactory to it (which may be counsel to the
Corporation), and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in accordance with the advice of such counsel.


 


7.6.15      The Warrant
Agent will not be liable for or by reason of any of the statements of fact or
recitals contained in this Warrant Agreement or in the Warrant Certificates or
be required to verify the same, and all such statements and recitals are and
will be deemed to have been made by the Corporation only.


 


19
















 


	
  7.6.16

  	
  The Warrant Agent may
  execute any of the trusts or powers hereunder or perform any duties hereunder
  either directly or by or through agents or attorneys-in-fact, and the Warrant
  Agent shall not be responsible for any loss or expense arising out of, or in
  connection with, the actions or omissions to act of its agents or
  attorneys-in-fact, so long as the Warrant Agent acts without gross negligence
  or willful misconduct in connection with the selection of such agents or
  attorneys-in-fact; provided, that this provision shall not permit the
  Warrant Agent to assign all or substantially all of its primary
  record-keeping responsibilities hereunder to any third party provider without
  the Corporation’s prior written consent.

  



 


	
  7.6.17

  	
  The Warrant Agent shall not
  be under any liability for interest on any monies at any time received by it
  pursuant to any of the provisions of this Warrant Agreement.

  



 


The
rights and obligations contained in this Section 7.6 shall survive the
termination of this Warrant Agreement and the resignation, removal or
replacement of the Warrant Agent.


 


8.             Definitions.  Unless the context otherwise requires, when
used herein the following terms shall have the meanings indicated.


 


“Affiliate”  means, at any time, and with respect to
any Person, any other Person that at such time directly or indirectly through
one or more intermediaries Controls, or is Controlled by, or is under common
Control with, such first Person, and, with respect to the Corporation, shall
include any Person beneficially owning or holding, directly or indirectly, ten
percent (10%) or more of any class of voting or equity interests of the
Corporation or any Subsidiary or any corporation of which the Corporation and
its Subsidiaries beneficially own or hold, in the aggregate, directly or
indirectly, ten percent (10%) or more of any class of voting or equity
interests.  As used in this definition, “Control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.  Unless the context otherwise clearly
requires, any reference to an “Affiliate” is a reference to an Affiliate of the
Corporation.


 


“Appraisal Procedure”
means a procedure whereby two independent appraisers, one chosen by the
Corporation and one by the Warrantholder (or if there is more than one
Warrantholder, a majority in interest of Warrantholders), shall mutually agree
upon the determinations then the subject of appraisal.  Each party shall deliver a notice to the
other appointing its appraiser within 15 days after the Appraisal Procedure is
invoked.  If within 30 days after
appointment of the two appraisers they are unable to agree upon the amount in
question, a third independent appraiser shall be chosen within 10 days
thereafter by the mutual consent of such first two appraisers or, if such two
first appraisers fail to agree upon the appointment of a third appraiser, such
appointment shall be made by the American Arbitration Association, or any
organization successor thereto, from a panel of arbitrators having experience
in appraisal of the subject matter to be


 


20

















 


appraised.  The decision of the third appraiser so
appointed and chosen shall be given within 30 days after the selection of such
third appraiser.  If three appraisers
shall be appointed and the determination of one appraiser is disparate from the
middle determination by more than twice the amount by which the other
determination is disparate from the middle determination, then the
determination of such appraiser shall be excluded, the remaining two
determinations shall be averaged and such average shall be binding and
conclusive upon the Corporation and the Warrantholder; otherwise, the average
of all three determinations shall be binding upon the Corporation and the
Warrantholder.  The costs of conducting
any Appraisal Procedure shall be borne by the Corporation.


 


“Board of Directors”
means the board of directors of the Corporation, including any duly authorized
committee thereof.


 


“Business Combination”
means a merger, consolidation, statutory share exchange or similar transaction
that requires the approval of the Corporation’s stockholders.


 


“Business Day” means
any day except Saturday, Sunday and any day which shall be a legal holiday or a
day on which banking institutions in the State of New York generally are
authorized or required by law or other governmental actions to close.


 


“Capital Stock” means
(i) with respect to any Person that is a corporation or company, any and
all shares, interests, participations or other equivalents (however designated)
of capital or capital stock of such Person and (ii) with respect to any
Person that is not a corporation or company, any and all partnership or other
equity interests of such Person


 


“Common Stock” means
the common stock of the Corporation, which as of the date hereof consists of
the Class A Common Stock and the Class B Common Stock.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, or any successor statute, and
the rules and regulations promulgated thereunder.


 


“Exercise Price”
means $6.35, as the same may be adjusted pursuant to Section 4.


 


“Expiration Time” has
the meaning set forth in Section 3.2.


 


“Fair Market Value”
means, with respect to any security or other property, the fair market value of
such security or other property as determined by the Board of Directors, acting
in good faith.  If the Warrantholder
objects in writing to the Board of Directors’ calculation of fair market value
within 10 days of receipt of written notice thereof and the Warrantholder and
the Corporation are unable to agree on fair market value during the 10-day
period following the delivery of the Warrantholder’s objection, the Appraisal
Procedure may be invoked by either party to determine Fair Market Value by
delivering written notification thereof not later than the 30th day after
delivery of the Warrantholder’s objection.


 


21

















 


“Market Price” means,
with respect to the Common Stock, on any given day, the last sale price,
regular way, or, in case no such sale takes place on such day, the average of
the closing bid and asked prices, regular way, of the shares of such Common
Stock on the New York Stock Exchange on such day.  If such Common Stock is not traded on the New
York Stock Exchange on any date of determination, the Market Price of such
Common Stock on such date of determination means the closing sale price as
reported in the composite transactions for the principal U.S. national or
regional securities exchange on which such Common Stock is so listed or quoted,
or, if no closing sale price is reported, the last reported sale price on the
principal U.S. national or regional securities exchange on which such Common
Stock is so listed or quoted, or if such Common Stock is not so listed or
quoted on a U.S. national or regional securities exchange, the last quoted bid
price for such Common Stock in the over-the-counter market as reported by Pink
Sheets LLC or similar organization, or, if that bid price is not available, the
Market Price of such Common Stock on that date shall mean the Fair Market Value
per share as determined by the Board of Directors in reliance on an opinion of
a nationally recognized independent investment banking firm retained by the
Corporation for this purpose and certified in a resolution sent to the
Warrantholder.  For the purposes of
determining the Market Price of such Common Stock on the “trading day”
preceding, on or following the occurrence of an event, (i) that trading
day shall be deemed to commence immediately after the regular scheduled closing
time of trading on the New York Stock Exchange or, if trading is closed at an
earlier time, such earlier time and (ii) that trading day shall end at the
next regular scheduled closing time, or if trading is closed at an earlier
time, such earlier time (for the avoidance of doubt, and as an example, if the
Market Price is to be determined as of the last trading day preceding a
specified event and the closing time of trading on a particular day is 4:00 p.m.
and the specified event occurs at 5:00 p.m. on that day, the Market Price
would be determined by reference to such 4:00 p.m. closing price).


 


“Ordinary Cash Dividends”
means a regular quarterly cash dividend on shares of Common Stock out of
surplus or net profits legally available therefor (determined in accordance
with generally accepted accounting principles in effect from time to time), provided
that Ordinary Cash Dividends shall not include any cash dividends paid
subsequent to December 28, 2008 to the extent the aggregate dividend paid
on all Common Stock in any quarter exceeds the greater of (i) the
aggregate dividend that would be paid on all Common Stock in that quarter at a
rate of $0.06 per share or (ii) (x) 80% of accumulated earnings since
December 29, 2008 (determined in accordance with generally accepted
accounting principles in effect from time to time) less (y) the amount of
aggregate dividends on Common Stock and on all preferred stock of the
Corporation that is classified as equity under such generally accepted
accounting principles paid since December 29, 2008, provided, however,
that if in any year the amount of the Corporation’s capital expenditures
exceeds the amount of the Corporation’s depreciation, then the calculation for
such year of accumulated earnings shall be determined by


 


22

















 


deducting the amount of such
capital expenditures rather than the amount of depreciation.


 


“Per Share Fair Market
Value” has the meaning set forth in Section 4.3.


 


“Permitted Transactions”
has the meaning set forth in Section 4.2.


 


“Person” has the
meaning given to it in Section 3(a)(9) of the Exchange Act and as
used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.


 


“Pro Rata Repurchases”
means any purchase of shares of Class A Common Stock by the Corporation or
any Affiliate thereof pursuant to (i) any tender offer or exchange offer
subject to Section 13(e) or 14(e) of the Exchange Act or
Regulation 14E promulgated thereunder or (ii) any other offer available to
substantially all holders of Class A Common Stock, in the case of both (i) or
(ii), whether for cash, shares of Capital Stock of the Corporation, other
securities of the Corporation, evidences of indebtedness of the Corporation or
any other Person or any other property (including, without limitation, shares
of Capital Stock, other securities or evidences of indebtedness of a subsidiary),
or any combination thereof, effected while the Warrants are outstanding.  The “Effective Date” of a Pro Rata
Repurchase shall mean the date of acceptance of shares for purchase or exchange
by the Corporation under any tender or exchange offer which is a Pro Rata
Repurchase or the date of purchase with respect to any Pro Rata Purchase that
is not a tender or exchange offer.


 


“SEC” means the U.S.
Securities and Exchange Commission.


 


“Shares” has the
meaning set forth in Section 3.


 


“Warrantholder” has
the meaning set forth in Section 3.


 


9.             Miscellaneous Provisions.


 


9.1                                 Successors.  All the covenants and provisions of this
Warrant Agreement by or for the benefit of the Corporation or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns.


 


9.2                                 Notices.  Any notice, statement or demand authorized by
this Warrant Agreement to be given or made by the Warrant Agent or by the
holder of any Warrant to or on the Corporation shall be sufficiently given when
so delivered if by hand or overnight delivery or if sent by certified mail or
private courier service within five (5) days after deposit of such notice,
postage prepaid, addressed (until another address is filed in writing by the
Corporation with the Warrant Agent), as follows:


 


The New York Times Company


620 Eighth Avenue

New York, New York 10018


Telecopy No.:  (212) 556-4634


Confirmation No.:  (212) 556-1234

Attention:  General Counsel


 


23

















 


Any notice, statement or
demand authorized by this Warrant Agreement to be given or made by the holder
of any Warrant or by the Corporation to or on the Warrant Agent shall be
sufficiently given when so delivered if by hand or overnight delivery or if
sent by certified mail or private courier service within five (5) days
after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Warrant Agent with the Corporation), as follows:


 


Mellon
Investor Services LLC


BNY
Mellon Shareowner Services


Newport
Office Center VII


480
Washington Blvd.


Jersey
City, NJ 07310


Attention:
Relationship Manager


 


With
a copy to:


 


Mellon
Investor Services LLC


BNY
Mellon Shareowner Services


Newport
Office Center VII


480
Washington Blvd.


Jersey
City, NJ 07310


Attention:
Legal Department


 


9.3                                 Applicable Law.  This Warrant Agreement and the Warrants will
be governed by and construed in accordance with the laws of the State of New
York applicable to contracts made and to be performed entirely within such
State.  Any dispute arising out of this
Warrant Agreement or the Warrants or the transactions contemplated hereby shall
be subject to the exclusive jurisdiction of the State or Federal courts in the
Borough of Manhattan, The City of New York.


 


9.4                                 Persons Having
Rights under this Warrant Agreement.  Nothing in this Warrant Agreement expressed
and nothing that may be implied from any of the provisions hereof is intended,
or shall be construed, to confer upon, or give to, any person or corporation
other than the parties hereto and the registered holders of the Warrants any
right, remedy, or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof.  All covenants, conditions, stipulations,
promises, and agreements contained in this Warrant Agreement shall be for the
sole and exclusive benefit of the parties hereto and their successors and
assigns and of the registered holders of the Warrants.


 


9.5                                 Examination of
the Warrant Agreement.  A
copy of this Warrant Agreement shall be available with reasonable prior written
notice during normal business hours at


 


24

















 


its
office for inspection by the registered holder of any Warrant.  The Warrant Agent may require any such holder
to submit his Warrant for inspection by it.


 


9.6                                 Counterparts.  This Warrant Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.


 


9.7                                 Effect of
Headings.  The Section headings
herein are for convenience only and are not part of this Warrant Agreement and
shall not affect the interpretation thereof.


 


9.8                                 Amendments.  This Warrant Agreement may be amended by the
parties hereto without the consent of any registered holder for the purpose of
curing any ambiguity, or of curing, correcting or supplementing any defective
provision contained herein or adding or changing any other provisions with respect
to matters or questions arising under this Warrant Agreement as the parties may
deem necessary or desirable and that the parties deem shall not adversely
affect the interest of the registered holders. 
All other modifications or amendments, including any amendment that (i) changes
the Warrants so as to reduce the number of shares purchasable upon exercise of
the Warrants or so as to increase the exercise price, (ii) shortens the
period of time during which the Warrants may be exercised, (iii) otherwise
adversely affects the exercise rights of the holders in any material respect,
or (iv) reduces the number of unexercised Warrants the consent of the
holders of which is required for amendment of this Warrant Agreement or the
Warrants, shall require the written consent of the majority of the holders of
the Warrants then outstanding hereunder. 
A certificate from an appropriate officer of the Corporation which
states that the proposed supplement or amendment is in compliance with the
terms of this Section and does not change the Warrant Agent’s rights,
duties, liabilities or obligations hereunder, shall be delivered to the Warrant
Agent.


 


9.9                                 Severability.  This Warrant Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Warrant
Agreement or of any other term or provision hereof.  Furthermore, in lieu of any such invalid or
unenforceable term or provision, the parties hereto intend that there shall be
added as a part of this Warrant Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible and be valid and
enforceable; provided, however, that if such invalid or unenforceable term or
provision shall affect the rights, immunities, duties or obligations of the
Warrant Agent, the Warrant Agent shall be entitled to resign immediately.


 


9.10                           Force Majeure.  In no event shall the Warrant Agent be liable
or responsible for any failure or delay in the performance of its obligations
under this Warrant Agreement arising out of or caused by, directly or
indirectly, forces beyond its reasonable control, including without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or


 


25

















 


natural
catastrophes or acts of God, and interruptions, losses or malfunctions of
utilities, communications or computer (software or hardware) services.


 


(Remainder of page intentionally left
blank.  Signature pages to follow.)


 


26

















 


IN WITNESS WHEREOF, this
Warrant Agreement has been duly executed by the parties hereto as of the day
and year first above written.


 


	
  Attest

  	
   

  	
   

  	
  THE NEW YORK TIMES COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Attest

  	
   

  	
   

  	
  MELLON INVESTOR SERVICES
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


27
















 


EXHIBIT A


 


FORM OF WARRANT CERTIFICATE


 


	
  NUMBER

  	
   

  	
   

  	
  WARRANTS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


THIS WARRANT WILL BE VOID IF
NOT EXERCISED ON OR PRIOR TO 5:00 p.m. 

NEW YORK CITY TIME, ON JANUARY 15, 2015


 


THE NEW
YORK TIMES COMPANY


 


	
   

  	
  CUSIP

  	
   

  



 


WARRANT


 


THIS CERTIFIES THAT, for
value received                                                                                                                                            


is the Registered Holder of
such number of Warrants set forth above (the “Warrants”), each such
Warrant entitles the holder hereof to acquire from The New York Times Company,
a New York Corporation (the “Corporation”), one fully paid and
nonassessable share of the Corporation’s Class A Common Stock, par value
$0.10 per share (the “Class A Common Stock”) at a purchase price of
$6.35 per share, as such price may be adjusted (the “Exercise Price”),
upon surrender of this Warrant Certificate and duly executed Notice of
Exercise, a form of which is attached hereto, and payment of the Exercise Price
at the office or agency of the Warrant Agent, Mellon Investor Services LLC (such
payment to be made to the Warrant Agent, in lawful money of the United States,
by certified check, cashier’s check or bank draft payable to the order of the
Corporation, drawn upon a United States bank, or postal, telegraphic or express
money order payable to the order of the Corporation (or as otherwise agreed to
by the Corporation), subject to the conditions set forth herein and in the
Warrant Agreement.  This Warrant is
exercisable, in whole or in part, at any time or from time to time after
execution and delivery of this Warrant by the Corporation on the date hereof,
and when countersigned by the Warrant Agent, but in no event later than 5:00 p.m.,
New York City time, January 15, 2015 (the “Expiration Time”).


 


The Warrant Agreement
provides that upon the occurrence of certain events the Exercise Price and the
number of shares of Class A Common Stock issuable upon the exercise of
each Warrant may, subject to certain conditions, be adjusted.  The term Exercise Price as used in this
Warrant Certificate refers to the price per share at which shares of Class A
Common Stock may be purchased at the time the Warrant is exercised.


 


Notwithstanding the
foregoing, and subject to Section 6.2 of the Warrant Agreement, the
Corporation shall not be obligated to deliver any securities pursuant to the
exercise of a Warrant unless (i) a registration statement under the
Securities Act with respect to the Class A Common Stock issuable upon
exercise is effective, or (ii) in the opinion of counsel to the
Corporation, the issuance of the shares of Class A Common Stock upon the
exercise of the Warrants is exempt from the registration requirements of the
Securities Act.


 


A-1

















 


No fractional Shares or
scrip representing fractional Shares shall be issued upon any exercise of this
Warrant.  In lieu of any fractional Share
to which the Registered Holder would otherwise be entitled, the Registered
Holder shall be entitled to receive a cash payment equal to the Market Price of
the Class A Common Stock on the last trading day preceding the date of
exercise less the Exercise Price for such fractional share.


 


Upon any exercise of this
Warrant for less than the total number of full shares of Class A Common
Stock provided for herein, there shall be issued to the Registered Holder
hereof or his assignee a new Warrant Certificate covering the number of shares
of Class A Common Stock for which the Warrant has not been exercised.


 


Warrant Certificates, when
surrendered at the office or agency of the Warrant Agent by the Registered
Holder hereof in person or by attorney duly authorized in writing, may be
exchanged in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants.


 


Upon due presentment for
registration of transfer of the Warrant Certificate at the office or agency of
the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants shall be issued
to the transferee in exchange for this Warrant Certificate, subject to the limitations
provided in the Warrant Agreement, without charge except for any applicable tax
or other governmental charge.


 


The Corporation and the
Warrant Agent may deem and treat the Registered Holder as the absolute owner of
this Warrant Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone other than the Corporation or the Warrant Agent),
for the purpose of any exercise hereof, and for all other purposes, and neither
the Corporation nor the Warrant Agent shall be affected by any notice to the
contrary.


 


This Warrant does not
entitle the Registered Holder to any of the rights of a stockholder of the
Corporation.


 


This Warrant Certificate has
been executed by the Corporation as a deed poll with the intent that the obligations
undertaken by the Corporation to the Registered Holder pursuant to this Warrant
Certificate shall have effect as covenants by the Corporation inuring for the
benefit of such Registered Holder.


 


The securities represented
by this Warrant Certificate (including the securities issuable upon the
exercise of the Warrant) are subject to the terms and conditions set forth in
the Warrant Agreement dated as of               
, 2009, by and between the Corporation and the Warrant Agent (the “Warrant
Agreement”).  Copies of such
agreement may be obtained by the holder hereof at the office of the Warrant
Agent designated for such purpose without charge.  Capitalized terms used herein but not defined
shall have the meaning set forth in the Warrant Agreement.


 


[Signature page follows]


 


A-2

















 


IN WITNESS
WHEREOF, this Warrant has been duly executed by the parties
hereto as of the day and year first above written.


 


 


FOR THE CORPORATION:


 


 


	
   

  	
  THE NEW
  YORK TIMES COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  FOR THE
  WARRANT AGENT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MELLON
  INVESTOR SERVICES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-3

















 


FORM OF
NOTICE OF EXERCISE


 


To Be Executed by the
Registered Holder in Order to Exercise Warrants


 


The undersigned Registered
Holder irrevocably elects to exercise
                                              
Warrants represented by this Warrant Certificate, and to purchase the shares of
Class A Common Stock issuable upon the exercise of such Warrants, and
requests that Certificates for such shares of Class A Common Stock shall
be issued in the name of


 




 





(PLEASE TYPE OR PRINT NAME AND ADDRESS)


 




 





(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


 


and be delivered to


 




 





(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


and, if such number of
Warrants shall not be all the Warrants evidenced by this Warrant Certificate,
that a new Warrant Certificate for the balance of such Warrants be registered
in the name of, and delivered to, the Registered Holder at the address stated
below:


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (SIGNATURE)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ADDRESS)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (TAX IDENTIFICATION
  NUMBER)

  



 


A-4

















 


ASSIGNMENT


 


To Be Executed by the
Registered Holder in Order to Assign Warrants


 


For Value Received,
                                                                    
hereby sells, assigns, and transfers unto


 




 





(PLEASE TYPE OR PRINT NAME AND ADDRESS)


 




 





(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


and be delivered to


 




 





(PLEASE PRINT OR TYPE NAME AND ADDRESS)


 


 


                                                                      
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint
                                            
Attorney to transfer this Warrant Certificate on the books of the Corporation,
with full power of substitution in the premises.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (SIGNATURE)

  



 


 


The signature to the
assignment of the subscription form must correspond to the name written upon
the face of this Warrant Certificate in every particular, without alteration or
enlargement or any change whatsoever, and must be guaranteed by a participant
in the Securities Transfer Agent Medallion Program, the Stock Exchanges
Medallion Program or the New York Stock Exchange, Inc. Medallion Signature
Program.


 


A-5