TERM LOAN CREDIT AGREEMENT Dated as of August 4, 2014 among TRIBUNE PUBLISHING COMPANY, as the Borrower JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent and The Lenders Party Hereto J.P. MORGAN SECURITIES LLC, DEUTSCHE BANK...Credit Agreement • August 7th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • New York
This CREDIT AGREEMENT is entered into as of August 4, 2014, among TRIBUNE PUBLISHING COMPANY, a Delaware corporation (as further defined in Section 1.01, the “Borrower”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent and Collateral Agent, and the Lenders referred to herein.
SEPARATION AND DISTRIBUTION AGREEMENT by and between TRIBUNE MEDIA COMPANY and TRIBUNE PUBLISHING COMPANY Dated as of August 3, 2014Separation and Distribution Agreement • August 7th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is made as of August 3, 2014, by and between Tribune Media Company, a Delaware corporation (“Distributing”) and Tribune Publishing Company, a Delaware corporation (“Publishing” and, together with Distributing, the “Parties,” and each a “Party”).
TAX MATTERS AGREEMENTTax Matters Agreement • August 7th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing
This Tax Matters Agreement (this “Agreement”) is entered into as of August 4, 2014, by and between Tribune Media Company, a Delaware corporation (“Tribune”) and Tribune Publishing Company, a newly formed Delaware corporation and a wholly owned subsidiary of Tribune (“Tribune Publishing”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of August 3, 2014, by and between Tribune and Tribune Publishing (the “Separation and Distribution Agreement”).
ABL CREDIT AGREEMENT Dated as of August 4, 2014, among TRIBUNE PUBLISHING COMPANY and certain of its Subsidiaries as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer, and The Lenders Party...Intercreditor Agreement • August 7th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • New York
This ABL CREDIT AGREEMENT is entered into as of August 4, 2014, among Tribune Publishing Company, a Delaware corporation, as a Borrower (the “Company”), the Subsidiaries of the Company from time to time party hereto as Subsidiary Borrowers (together with the Company, collectively, the “Borrowers”, and each, a “Borrower”), BANK OF AMERICA, N.A. (“BofA”), as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and the Lenders referred to herein.
REGISTRATION RIGHTS AGREEMENT dated as of August 4, 2014 among TRIBUNE PUBLISHING COMPANY, and CERTAIN OTHER PARTIES LISTED HEREINRegistration Rights Agreement • August 7th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • New York
THIS REGISTRATION RIGHTS AGREEMENT dated as of August 4, 2014 (this “Agreement”) among (i) Tribune Publishing Company, a Delaware corporation (the “Company”), (ii) the parties listed on Schedule 1, (iii) the parties listed on Schedule 2, (iv) the parties listed on Schedule 3 and (v) other stockholders party hereto from time to time.
EMPLOYEE MATTERS AGREEMENT by and between TRIBUNE MEDIA COMPANY and TRIBUNE PUBLISHING COMPANY Dated as of August 4, 2014Employee Matters Agreement • August 7th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”) is made as of August 4, 2014, by and between Tribune Media Company, a Delaware Corporation (“Tribune”), and Tribune Publishing Company, a Delaware corporation (“Publishing”) (each a “Party” and together, the “Parties”).
TERM LOAN SECURITY AGREEMENTTerm Loan Security Agreement • August 7th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • New York
TERM LOAN SECURITY AGREEMENT, dated as of August 4, 2014, among TRIBUNE PUBLISHING COMPANY, a Delaware corporation (as further defined in Section 1(c), the “Borrower”), each of the Subsidiaries of the Borrower party hereto from time to time and JPMORGAN CHASE BANK, N.A., as collateral agent for the Term Loan Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
TERM LOAN PLEDGE AGREEMENTTerm Loan Pledge Agreement • August 7th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • New York
TERM LOAN PLEDGE AGREEMENT, dated as of August 4, 2014 among TRIBUNE PUBLISHING COMPANY, a Delaware corporation (as further defined in Section 1(c), the “Borrower”), each of the subsidiaries of the Borrower party hereto from time to time and JPMORGAN CHASE BANK, N.A., as collateral agent for the Term Loan Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
ABL GUARANTYAbl Guaranty • August 7th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • New York
ABL GUARANTY, dated as of August 4, 2014, made among TRIBUNE PUBLISHING COMPANY, a Delaware corporation (as further defined in Section 1(d), the “Company”), each of the subsidiaries of the Company party hereto from time to time and BANK OF AMERICA, N.A., as collateral agent for the ABL Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
ABL SECURITY AGREEMENTAbl Security Agreement • August 7th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • New York
Liens permitted under the ABL Credit Agreement) and to all Trademarks now owned or anytime hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title and interest, including without limitation those Trademarks set forth on Schedule I hereto and, to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to the foregoing as collateral security for the prompt and complete payment and performance when due (whether as stated maturity, by acceleration or otherwise) of the Guaranteed Obligations; provided, however, that no security interest is granted in any Excluded Property.
ABL PLEDGE AGREEMENTAbl Pledge Agreement • August 7th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • New York
ABL PLEDGE AGREEMENT, dated as of August 4, 2014 among TRIBUNE PUBLISHING COMPANY, a Delaware corporation (as further defined in Section 1(c), the “Company”), each of the Subsidiaries of the Company party hereto from time to time and BANK OF AMERICA, N.A., as collateral agent for the ABL Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
TRANSITION SERVICES AGREEMENT by and between TRIBUNE MEDIA COMPANY and TRIBUNE PUBLISHING COMPANY Dated as of August 4, 2014Transition Services Agreement • August 7th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing
This TRANSITION SERVICES AGREEMENT (this “Agreement”), is made as of August 4, 2014, by and between Tribune Media Company, a Delaware corporation (“Distributing”), and Tribune Publishing Company, a Delaware Corporation (“Publishing”), (each a “Party” and together, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Separation Agreement (as defined below).
TERM LOAN GUARANTYTerm Loan Guaranty • August 7th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • New York
TERM LOAN GUARANTY, dated as of August 4, 2014, made among, solely with respect to the obligations of the Guarantors under Secured Hedge Agreements and Secured Cash Management Agreements, TRIBUNE PUBLISHING COMPANY, a Delaware corporation (as further defined in Section 1(d), the “Borrower”), each of the subsidiaries of the Borrower party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as collateral agent for the Term Loan Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
CONTINUING AGREEMENT FOR STANDBY LETTERS OF CREDIT dated as of August 4, 2014 between TRIBUNE PUBLISHING COMPANY as the Company and JPMORGAN CHASE BANK, N.A., as L/C IssuerContinuing Agreement • August 7th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • New York
This CONTINUING AGREEMENT FOR STANDBY LETTERS OF CREDIT is entered into as of August 4, 2014, between Tribune Publishing Company, a Delaware corporation (as further defined in Section 1.01, the “Company”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as L/C Issuer.
