THE INDENTUREIndenture • June 13th, 2000 • Tribune Co • Newspapers: publishing or publishing & printing • New York
Contract Type FiledJune 13th, 2000 Company Industry Jurisdiction
ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYERAgreement and Plan of Merger • December 14th, 1995 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
Contract Type FiledDecember 14th, 1995 Company Industry Jurisdiction
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
Company FiledOctober 23rd, 1998 Industry Jurisdiction
Exhibit 1.1 TRIBUNE COMPANY Underwriting AgreementTribune Co • October 23rd, 1998 • Newspapers: publishing or publishing & printing • New York
Company FiledOctober 23rd, 1998 Industry Jurisdiction
Trust Indenture Act Section INDENTURE SECTION --------------- -----------------Tribune Co • December 27th, 1996 • Newspapers: publishing or publishing & printing • Illinois
Company FiledDecember 27th, 1996 Industry Jurisdiction
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
Company FiledMarch 24th, 1999 Industry
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 14th, 1995 • Tribune Co • Newspapers: publishing or publishing & printing • New York
Contract Type FiledDecember 14th, 1995 Company Industry Jurisdiction
TRIBUNE COMPANY Underwriting AgreementUnderwriting Agreement • April 9th, 1999 • Tribune Co • Newspapers: publishing or publishing & printing • New York
Contract Type FiledApril 9th, 1999 Company Industry Jurisdiction
RECITALSRights Agreement • June 13th, 2000 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
Contract Type FiledJune 13th, 2000 Company Industry Jurisdiction
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
Company FiledJanuary 21st, 1997 Industry Jurisdiction
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
Contract Type FiledMarch 14th, 2000 Company Industry Jurisdiction
EXHIBIT 1.2 TRIBUNE COMPANY MEDIUM-TERM NOTES, SERIES E DUE NINE MONTHS OR MORE FROM DATE OF ISSUE Selling Agency AgreementTribune Co • December 27th, 1996 • Newspapers: publishing or publishing & printing • New York
Company FiledDecember 27th, 1996 Industry Jurisdiction
FIRST CHICAGO TRUST COMPANY OF NEW YORK, Rights Agent Rights AgreementAgreement • December 12th, 1997 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
Contract Type FiledDecember 12th, 1997 Company Industry Jurisdiction
THE INDENTUREIndenture • June 13th, 2000 • Tribune Co • Newspapers: publishing or publishing & printing • New York
Contract Type FiledJune 13th, 2000 Company Industry Jurisdiction
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
Contract Type FiledDecember 29th, 1995 Company Industry Jurisdiction
TRIBUNE COMPANY, Issuer and BANK OF MONTREAL TRUST COMPANY, TrusteeTribune Co • August 11th, 1998 • Newspapers: publishing or publishing & printing • Illinois
Company FiledAugust 11th, 1998 Industry Jurisdiction
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
Contract Type FiledDecember 4th, 2018 Company Industry JurisdictionAGREEMENT 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”.
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
Company FiledMarch 24th, 1999 Industry Jurisdiction
Issuer andTribune Co • January 21st, 1997 • Newspapers: publishing or publishing & printing • Illinois
Company FiledJanuary 21st, 1997 Industry Jurisdiction
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 14th, 2000 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
Contract Type FiledMarch 14th, 2000 Company Industry Jurisdiction
WGNX INC.,Asset Exchange Agreement • August 27th, 1998 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
Contract Type FiledAugust 27th, 1998 Company Industry Jurisdiction
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
Contract Type FiledMay 9th, 2017 Company Industry JurisdictionAGREEMENT 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
Contract Type FiledJune 28th, 2006 Company Industry JurisdictionTRIBUNE 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:
ISSUER ANDTribune Co • April 9th, 1999 • Newspapers: publishing or publishing & printing • Illinois
Company FiledApril 9th, 1999 Industry Jurisdiction
TRIBUNE COMPANY, Issuer and BANK OF MONTREAL TRUST COMPANY, TrusteeTribune Co • August 4th, 1998 • Newspapers: publishing or publishing & printing • Illinois
Company FiledAugust 4th, 1998 Industry Jurisdiction
ContractEmployment Agreement • March 1st, 2019 • Tribune Media Co • Television broadcasting stations • Illinois
Contract Type FiledMarch 1st, 2019 Company Industry JurisdictionEMPLOYMENT 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
Contract Type FiledJanuary 30th, 2017 Company Industry JurisdictionThis 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
Contract Type FiledMay 10th, 2017 Company Industry JurisdictionIndemnification 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
Contract Type FiledMarch 12th, 2003 Company Industry
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
Contract Type FiledSeptember 22nd, 2014 Company Industry JurisdictionTHIS 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
Contract Type FiledSeptember 22nd, 2014 Company Industry JurisdictionThis 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
Contract Type FiledJune 28th, 2006 Company Industry JurisdictionTRIBUNE 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
Contract Type FiledAugust 13th, 2008 Company Industry JurisdictionWHEREAS, 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
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
Company FiledAugust 11th, 1998 Industry Jurisdiction
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
Contract Type FiledAugust 13th, 2015 Company Industry JurisdictionAMENDMENT (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”).