Exhibit 10.1
EXECUTION COPY
DISTRIBUTION AGREEMENT
By and Among
TMCT, LLC,
TRIBUNE COMPANY,
CANDLE HOLDINGS CORPORATION,
FORTIFY HOLDINGS CORPORATION,
CHANDLER TRUST NO. 1,
and
CHANDLER TRUST NO.2
September 21, 2006
DISTRIBUTION AGREEMENT
This Distribution Agreement (the "Agreement"), dated as of September 21, 2006,
is by and among TMCT, LLC, a Delaware limited liability company (the "Company"),
Tribune Company, a Delaware corporation ("Tribune"), Candle Holdings
Corporation, a Delaware corporation ("Candle"), Fortify Holdings Corporation, a
Delaware corporation ("Fortify" and, collectively with Tribune and Candle, the
"Tribune Members"), Chandler Trust No. 1 ("Trust 1") and Chandler Trust No. 2
("Trust 2" and, collectively with Trust 1, the "Trust Members").
The Tribune
Members and the Trust Members are collectively referred to herein as the
"Members."
Capitalized terms used herein but not otherwise defined shall have
the meanings ascribed to them in the Limited Liability Company Agreement of the
Company, dated as of August 8, 1997 (the "Operating Agreement").
R E C I T A L S
WHEREAS, the Company desires to make a distribution to Tribune (the
"Distribution"); and
WHEREAS, concurrently with the Distribution, the Members desire to amend and
restate the Operating Agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the mutual promises, covenants and
conditions hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
Distribution
1.1
DISTRIBUTION.
ON THE CLOSING DATE (AS DEFINED BELOW), THE COMPANY
SHALL MAKE A DISTRIBUTION TO TRIBUNE IN RESPECT OF THE INTEREST HELD BY TRIBUNE
BY DELIVERING TO TRIBUNE (A) CERTIFICATES REPRESENTING 9,719,780 SHARES OF THE
COMMON STOCK, $.01 PAR VALUE PER SHARE, OF TRIBUNE (THE "COMMON STOCK") AND (B)
CERTIFICATES REPRESENTING 442,596 SHARES OF THE SERIES C PREFERRED STOCK, NO PAR
VALUE, OF TRIBUNE (THE "PREFERRED STOCK).
ALL SUCH SHARES SHALL BE DISTRIBUTED,
TRANSFERRED AND DELIVERED TO TRIBUNE FREE AND CLEAR OF ANY LIEN (STATUTORY OR
OTHER), CLAIM, CHARGE, SECURITY INTEREST, PLEDGE, HYPOTHECATION, ASSIGNMENT,
CONDITIONAL SALE OR OTHER TITLE RETENTION AGREEMENT, PREFERENCE, PRIORITY OR
OTHER SECURITY AGREEMENT OR PREFERENTIAL ARRANGEMENT OF ANY KIND OR NATURE.
CONCURRENTLY WITH THE DISTRIBUTION, THE MEMBERS WILL ENTER INTO AN AMENDED AND
RESTATED LIMITED LIABILITY COMPANY AGREEMENT FOR THE COMPANY IN THE FORM
ATTACHED HERETO AS EXHIBIT A (THE "AMENDED OPERATING AGREEMENT").
EACH OF THE
MEMBERS ACKNOWLEDGES AND AGREES THAT THE SOLE INTEREST OF SUCH MEMBER IN THE
COMPANY FOLLOWING THE CLOSING DATE SHALL BE THE INTEREST OF SUCH MEMBER AS
PROVIDED IN, AND GOVERNED BY, THE TERMS OF THE AMENDED OPERATING AGREEMENT.
1.2
CONSENT TO TRANSACTIONS.
FOR ALL PURPOSES OF THE OPERATING
AGREEMENT, INCLUDING, WITHOUT LIMITATION, SECTION 6.5 OF THE OPERATING
AGREEMENT, EACH OF THE MEMBERS HEREBY AGREES AND CONSENTS TO THE TRANSACTIONS
DESCRIBED IN THIS AGREEMENT,
1
INCLUDING, WITHOUT LIMITATION, THE DISTRIBUTION.
EACH OF THE MEMBERS FURTHER
AGREES TO EXECUTE AND DELIVER THE AMENDED OPERATING AGREEMENT IN ORDER TO CARRY
OUT THE PURPOSE AND INTENT OF THIS AGREEMENT.
EACH OF THE MEMBERS (OTHER