Trust Indenture Act Section Indenture Section --------------- ----------------- (S) 310 (a)(1) ............................. 6.09 (a)(2) ............................. 6.09 (a)(3) ............................. Not Applicable (a)(4)...Tribune Co • March 24th, 1999 • Newspapers: publishing or publishing & printing • Illinois
THE INDENTUREIndenture • June 13th, 2000 • Tribune Co • Newspapers: publishing or publishing & printing • New York
ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYERAgreement and Plan of Merger • December 14th, 1995 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
Exhibit 1.2 TRIBUNE COMPANY Medium-Term Notes, Series F Due Nine Months or More from Date of Issue Selling Agency AgreementTribune Co • October 23rd, 1998 • Newspapers: publishing or publishing & printing • New York
TRIBUNE COMPANY Medium-Term Notes, Series E Due Nine Months or More from Date of Issue Selling Agency AgreementTribune Co • January 21st, 1997 • Newspapers: publishing or publishing & printing • New York
Exhibit 1.1 TRIBUNE COMPANY Underwriting AgreementTribune Co • October 23rd, 1998 • Newspapers: publishing or publishing & printing • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 14th, 1995 • Tribune Co • Newspapers: publishing or publishing & printing • New York
TRIBUNE COMPANY Underwriting AgreementUnderwriting Agreement • April 9th, 1999 • Tribune Co • Newspapers: publishing or publishing & printing • New York
RECITALSRights Agreement • June 13th, 2000 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
EXHIBIT 99.1 VOTING AGREEMENT This Voting Agreement (the "Agreement"), dated as of March 13, 2000, is entered into by and among Tribune Company, a Delaware corporation ("Tribune"), and the entities set forth on Schedule I hereto (the "Stockholders")....Voting Agreement • March 14th, 2000 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
FIRST CHICAGO TRUST COMPANY OF NEW YORK, Rights Agent Rights AgreementAgreement • December 12th, 1997 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
THE INDENTUREIndenture • June 13th, 2000 • Tribune Co • Newspapers: publishing or publishing & printing • New York
Issuer andTribune Co • January 21st, 1997 • Newspapers: publishing or publishing & printing • Illinois
Exhibit 99.3 STANDSTILL AGREEMENT STANDSTILL AGREEMENT (this "Agreement") dated as of December 22, 1995 by and between Tribune Company, a Delaware corporation ("Stockholder"), and SoftKey International Inc., a Delaware corporation ("Issuer"). On...Standstill Agreement • December 29th, 1995 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
TRIBUNE COMPANY, Issuer and BANK OF MONTREAL TRUST COMPANY, TrusteeTribune Co • August 11th, 1998 • Newspapers: publishing or publishing & printing • Illinois
AGREEMENT AND PLAN OF MERGER among TRIBUNE MEDIA COMPANY, NEXSTAR MEDIA GROUP, INC. and TITAN MERGER SUB, INC. Dated as of November 30, 2018Agreement and Plan of Merger • December 4th, 2018 • Tribune Media Co • Television broadcasting stations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 30, 2018, among Tribune Media Company, a Delaware corporation (the “Company”), Nexstar Media Group, Inc., a Delaware corporation (“Parent”), and Titan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Company, Parent and Merger Sub are referred to individually as a “Party” and collectively as “Parties”.
ISSUER ANDTribune Co • April 9th, 1999 • Newspapers: publishing or publishing & printing • Illinois
FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEETribune Co • March 24th, 1999 • Newspapers: publishing or publishing & printing
1 EXHIBIT 1 Tribune Company 4,600,000 DECS(SM) (Debt Exchangeable for Common Stock(SM)*1 6 1/4% Exchangeable Notes Due August 15, 2001 (Subject to Exchange into Shares of Common Stock, par value $.01 per share, of The Learning Company, Inc.)...Tribune Co • August 4th, 1998 • Newspapers: publishing or publishing & printing • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 14th, 2000 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
WGNX INC.,Asset Exchange Agreement • August 27th, 1998 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
AGREEMENT AND PLAN OF MERGER among TRIBUNE MEDIA COMPANY and SINCLAIR BROADCAST GROUP, INC. Dated as of May 8, 2017Agreement and Plan of Merger • May 9th, 2017 • Tribune Media Co • Television broadcasting stations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 8, 2017, among Tribune Media Company, a Delaware corporation (the “Company”), and Sinclair Broadcast Group, Inc., a Maryland corporation (“Parent”). Parent and the Company and, from and after the time Merger Sub executes and delivers the Joinder Agreement, Merger Sub are referred to individually as a “Party” and collectively as “Parties”.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 27, 2006 (amending and restating the Credit Agreement dated as of June 19, 2006) Among TRIBUNE COMPANY as Borrower THE INITIAL LENDERS NAMED HEREIN as Initial Lenders CITICORP NORTH AMERICA, INC....Credit Agreement • June 28th, 2006 • Tribune Co • Newspapers: publishing or publishing & printing • New York
TRIBUNE COMPANY, a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") and issuers of letters of credit ("Initial Issuing Banks") listed on Schedule I hereto and CITICORP NORTH AMERICA, INC. ("CNAI"), as administrative agent (the "Agent") for the Lenders (as hereinafter defined), agree as follows:
DALLAS One First National Plaza WASHINGTON, D.C. ------ Chicago, Illinois 60603 ------ LOS ANGELES Telephone 312 853 7000 LONDON ------ Facsimile 312 853 7036 ------ NEW YORK SINGAPORE ------ Founded 1866 TOKYO WRITER'S DIRECT NUMBER WRITER'S E-MAIL...Tribune Co • October 23rd, 1998 • Newspapers: publishing or publishing & printing
ContractEmployment Agreement • March 1st, 2019 • Tribune Media Co • Television broadcasting stations • Illinois
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of December 3, 2018, between Tribune Media Company, a Delaware corporation (the “Company”), and Lawrence Wert (“Executive”).
AMENDMENT NO. 2Credit Agreement • January 30th, 2017 • Tribune Media Co • Television broadcasting stations • New York
This CREDIT AGREEMENT is entered into as of December 27, 2013, among Tribune Media Company (f/k/a/ Tribune Company), a Delaware corporation (as further defined in Section 1.01, the “Borrower”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and the Lenders referred to herein.
TRIBUNE MEDIA COMPANY DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • May 10th, 2017 • Tribune Media Co • Television broadcasting stations • Delaware
Indemnification Agreement (the “Agreement”), between Tribune Media Company, a Delaware corporation (the “Company”), and the director whose name appears on the signature page hereof (“Indemnitee”), dated the date set forth on the signature page hereof.
SECOND AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TMCT II, LLCLimited Liability Company Agreement • March 12th, 2003 • Tribune Co • Newspapers: publishing or publishing & printing
WARRANT AGREEMENT between TRIBUNE COMPANY and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. Warrants to Purchase Shares of Class A Common Stock or Class B Common Stock Dated as of December 31, 2012Warrant Agreement • September 22nd, 2014 • Tribune Media Co • Newspapers: publishing or publishing & printing • Delaware
THIS WARRANT AGREEMENT (this “Warrant Agreement”), dated as of December 31, 2012, is made by and between Tribune Company, a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered, limited purpose trust company (together with Computershare, the “Warrant Agent”).
CREDIT AGREEMENT Dated as of December 27, 2013 among TRIBUNE COMPANY as the Borrower JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto J.P. MORGAN SECURITIES LLC...Assignment and Assumption • September 22nd, 2014 • Tribune Media Co • Newspapers: publishing or publishing & printing • New York
This CREDIT AGREEMENT is entered into as of December 27, 2013, among Tribune Company, a Delaware corporation (as further defined in Section 1.01, the “Borrower”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and the Lenders referred to herein.
AMENDED AND RESTATED BRIDGE CREDIT AGREEMENT Dated as of June 27, 2006 (amending and restating the Bridge Credit Agreement dated as of June 19, 2006) Among TRIBUNE COMPANY as Borrower THE INITIAL LENDERS NAMED HEREIN as Initial Lenders CITICORP NORTH...Bridge Credit Agreement • June 28th, 2006 • Tribune Co • Newspapers: publishing or publishing & printing • New York
TRIBUNE COMPANY, a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders (the "Initial Lenders") listed on Schedule I hereto and CITICORP NORTH AMERICA, INC. ("CNAI"), as administrative agent (the "Agent") for the Lenders (as hereinafter defined), agree as follows:
TRIPARTITE AGREEMENT UNSECURED DEBTTripartite Agreement • August 13th, 2008 • Tribune Co • Newspapers: publishing or publishing & printing • New York
WHEREAS, there are currently $1,256,000,000 aggregate principal amount of the Issuer’s Exchangeable Subordinated Debentures due 2029 ("PHONES"), CUSIP No. 896047305 (the “Securities”), outstanding under an Indenture, dated as of April 1, 1999 (the “Indenture”), between the Issuer and Citibank (as successor to Bank of Montreal Trust Company); and
Amendment to the Employment Agreement, dated April 6, 2015, between Tribune Media Company and Lawrence WertEmployment Agreement • August 13th, 2015 • Tribune Media Co • Television broadcasting stations • Illinois
AMENDMENT (the “Amendment”) dated as of April 6, 2015, to the Employment Agreement (the “Agreement”), dated as of February 12, 2013, between Tribune Media Company (the “Company”), and Lawrence Wert (“Executive”).
1 Public Securities Association Exhibit 99.9 40 Broad Street, New York, NY 10004-2373 Telephone (212) 809-7000 MASTER SECURITIES LOAN AGREEMENTTribune Co • August 11th, 1998 • Newspapers: publishing or publishing & printing • New York
Peter Liguori Chief Executive Officer May 13, 2013 Dear Melanie:Tribune Media Co • September 22nd, 2014 • Newspapers: publishing or publishing & printing • Illinois
The purpose of this letter agreement is to set forth the terms and conditions of your employment with Tribune Company (together with its affiliates, the “Company”). By signing this letter agreement, you represent and warrant to the Company that you are under no contractual commitments inconsistent with your obligations to the Company hereunder. Upon your acceptance by signing where indicated below and returning to Eddie Lazarus, the terms of this letter agreement shall supersede any and all prior understandings, term sheets, or agreements, whether written or oral, concerning your commencing and continuing employment with the Company. We look forward to continuing our mutually rewarding and beneficial relationship.
