EX-4.2



 Exhibit 4.2 

TRIBUNE MEDIA COMPANY 
 as Issuer

 and 
 the Subsidiary
Guarantors from time to time party to the Indenture 
 and 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 

as Trustee 
  

 
 FIRST
SUPPLEMENTAL INDENTURE 
 DATED AS OF JUNE 24, 2015 
  

 
 5.875% Senior
Notes Due 2022 







 FIRST SUPPLEMENTAL INDENTURE, dated as of June 24, 2015 (this “Supplemental
Indenture”), among Tribune Media Company (the “Company”), the Subsidiary Guarantors under the Indenture referred to below (the “Subsidiary Guarantors”), and The Bank of New York Mellon Trust Company, N.A.,
as Trustee under the Indenture referred to below. 
 W I T N E S S E T H: 

WHEREAS, the Company, the Subsidiary Guarantors and the Trustee, are party to an Indenture, dated as of June 24, 2015 (as amended,
supplemented, waived or otherwise modified, the “Indenture”), relating to the issuance from time to time by the Company of Notes; 

WHEREAS, Section 9.1(xiii) of the Indenture provides that the Company may provide for the issuance of Notes of any series as permitted by
Section 2.4 therein; 
 WHEREAS, in connection with the issuance of the June 2015 Notes (as defined herein), the Company has duly
authorized the execution and delivery of this Supplemental Indenture to establish the forms and terms of the June 2015 Notes as hereinafter described; and 

WHEREAS, pursuant to Section 9.1 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture
to amend the Indenture, without the consent of any Holder; 
 NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the Company, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the benefit of the Holders of the Notes as follows: 

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used
herein as so defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section
hereof. 
 2. Title of Notes. There shall be a series of Notes of the Company designated the “5.875% Senior Notes due 2022”
(the “June 2015 Notes”). 
 3. Maturity Date. The final Stated Maturity of the June 2015 Notes shall be July 15,
2022. 
 4. Interest and Interest Rates. Interest on the Outstanding principal amount of the June 2015 Notes will accrue at the rate
of 5.875% per annum and will be payable semi-annually in arrears on January 15 and July 15 in each year, commencing on January 15, 2016, to holders of record on the immediately preceding January 1 and July 1,
respectively (each such January 1 and July 1, a “Regular Record Date”). Interest on the June 2015 Notes will accrue from the most recent date to which interest has been paid or provided for or, if no interest has been
paid, from June 24, 2015, except that interest on any Additional June 2015 Notes (as defined below) issued on or after the first Interest Payment Date (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have
accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional June 2015 Notes, 

  
 2 








 
from the Interest Payment Date immediately preceding the date of issuance of such Additional June 2015 Notes (or if the date of issuance of such Additional June 2015 Notes is an Interest Payment
Date, from such date of issuance); provided that if any June 2015 Note and any Exchange Notes issued in exchange therefor are surrendered for exchange on or after a Regular Record Date for an Interest Payment Date that will occur on or after the
date of such exchange, interest on such Note received in exchange thereof will accrue from such Interest Payment Date. 
 5. No Limitation
on Aggregate Principal Amount. The aggregate principal amount of June 2015 Notes that may be authenticated and delivered and Outstanding under the Indenture is not limited. The aggregate principal amount of the June 2015 Notes shall initially be
$1,100.0 million. Subject to the terms of the Indenture, the Company may from time to time, without the consent of the Holders, create and issue Additional Notes having the same terms and conditions as the June 2015 Notes in all respects or in all
respects except for issue date, issue price and, if applicable, the first date on which interest accrues and the first payment of interest thereon. Additional Notes issued in this manner will be consolidated with, and will form a single series with,
the June 2015 Notes (any such Additional Notes, “Additional June 2015 Notes”), unless otherwise specified for Additional Notes in an applicable Notes Supplemental Indenture, or otherwise designated by the Company, as contemplated by
Section 2.4 of the Indenture. 
 6. Redemption. 

(a) On and after July 15, 2018, the Company may redeem the June 2015 Notes, at its option, in whole at any time or in part from time to
time, upon notice as described in Section 5.4 of the Indenture, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to (but not including) the Redemption Date (subject to
the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date falling prior to or on the Redemption Date), if redeemed during the 12-month period commencing on July 15, 2018 of
the years set forth below: 
  

					
	 Redemption Period
	  	Price	 
	 2018
	  	 	102.938	% 
	 2019
	  	 	101.469	% 
	 2020 and thereafter
	  	 	100.000	% 

 (b) In addition, at any time prior to July 15, 2018, the Company may redeem the June 2015 Notes at its
option, in whole at any time or in part from time to time, upon notice as described in Section 5.4 of the Indenture, at a redemption price equal to 100.0% of the principal amount of the June 2015 Notes redeemed plus the Applicable Premium
calculated by the Company as of the date of the redemption notice, and accrued and unpaid interest, if any, to (but not including) the applicable Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to
receive interest due on the relevant interest payment date falling prior to or on the Redemption Date). 

  
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 (c) Notwithstanding the foregoing, at any time and from time to time, upon notice as described in
Section 5.4 of the Indenture, on or prior to July 15, 2018, the Company may redeem in the aggregate up to 40.0% of the original aggregate principal amount of the June 2015 Notes (calculated after giving effect to any issuance of any
Additional June 2015 Notes, or any other Additional Notes of the same series as the June 2015 Notes) with an amount equal to the net cash proceeds of one or more Equity Offerings by the Company or any direct or indirect parent of the Company, to the
extent net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of the principal
amount thereof) equal to 105.875%, plus accrued and unpaid interest, if any, to (but not including) the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment
date falling prior to or on the Redemption Date); provided, however, that at least 50.0% of the original aggregate principal amount of the June 2015 Notes (calculated after giving effect to any issuance of any Additional June 2015 Notes, or
any other Additional Notes of the same series as the June 2015 Notes) must remain outstanding after each such redemption; and provided, further, that such redemption shall occur within 120 days after the date on which any such Equity Offering
is consummated. 
 “Applicable Premium” means, with respect to any 2022 Note on any applicable Redemption Date, as
calculated by the Company or on behalf of the Company by such Person as the Company shall designate, the greater of: 
 (1) 1.0% of the then
outstanding principal amount of such 2022 Note; and 
 (2) the excess, if any, of 

(a) the present value at such Redemption Date calculated as of the date of the applicable redemption notice of
(i) the redemption price of the Note at July 15, 2018 (such redemption price being that described in Section 6(a)) plus (ii) all required interest payments due on the 2022 Note through July 15, 2018 (excluding
accrued but unpaid interest to (but not including) the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over 

(b) the then outstanding principal amount of the 2022 Note; provided, that, the Trustee shall have no responsibility to
calculate or verify the calculation of the Applicable Premium. 
 “Treasury Rate” means, as of the applicable Redemption
Date, the weekly average yield to maturity at the time of computation, of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become
publicly available at least two Business Days prior to the date of the applicable redemption notice (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from
such redemption date to July 15, 2018, provided, however, that if the period from such redemption date to July 15, 2018 is not equal to the constant maturity of a United States Treasury security for which a weekly average
yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the
period from July 15, 2018 to such date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. 

  
 4 








 7. Form. The June 2015 Notes shall be issued substantially in the form set forth, or
referenced, in Article II of the Indenture, and either Exhibit A or B attached to the Indenture, in each case as provided for in Section 2.1 of the Indenture (as such form may be modified in accordance with Section 2.4 of the Indenture).

 8. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. 
 9. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is
in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or
hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the accuracy of the recitals to this Supplemental Indenture. 

10. Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement. 
 11. Headings. The section headings herein are for convenience of reference only and
shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 

  
 5 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

					
	TRIBUNE MEDIA COMPANY
		
	By:		/s/ Steven Berns
			Name:		Steven Berns
			Title:		Executive Vice President and Chief Financial Officer



  
 [Signature Page to First
Supplemental Indenture] 








 
	
	 GUARANTORS:
  

BASELINE ACQUISITIONS, LLC
 BASELINE, LLC

CASTTV INC.
 CHICAGOLAND TELEVISION NEWS, LLC

CLASSIFIED VENTURES HOLDCO, LLC
 FOXCO ACQUISITION, LLC

FOXCO ACQUISITION FINANCE CORPORATION
 FOXCO ACQUISITION SUB,
LLC
 GRACENOTE, INC.
 KDAF, LLC

KIAH, LLC
 KPLR, INC.

KRCW, LLC
 KSTU, LLC

KSTU LICENSE, LLC
 KSWB, LLC

KTLA, LLC
 KTVI, LLC

KTVI LICENSE, LLC
 KTXL, LLC

KWGN, LLC
 LOCAL TV, LLC

LOCAL TV AIRCRAFT, INC.
 LOCAL TV FINANCE, LLC

LOCAL TV FINANCE CORPORATION
 LOCAL TV HOLDINGS, LLC

LOCAL TV NORFOLK REAL ESTATE, LLC
 MAGIC T MUSIC PUBLISHING
COMPANY, LLC
 MEDIA BY NUMBERS, LLC
 OAK BROOK PRODUCTIONS,
LLC
 RIVERWALK HOLDCO, LLC
 RIVERWALK HOLDCO II, LLC

STUDIO SYSTEMS, LLC
 TOWER DISTRIBUTION COMPANY, LLC

TOWERING T MUSIC PUBLISHING COMPANY, LLC
 TRIBUNE (FN) CABLE
VENTURES, LLC
 TRIBUNE BROADCASTING COMPANY, LLC
 TRIBUNE
BROADCASTING COMPANY II, LLC
 TRIBUNE BROADCASTING DENVER, LLC




  
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Supplemental Indenture] 








 
	
	 TRIBUNE BROADCASTING DENVER LICENSE, LLC

TRIBUNE BROADCASTING FORT SMITH, LLC
 TRIBUNE BROADCASTING FORT
SMITH LICENSE, LLC
 TRIBUNE BROADCASTING HARTFORD, LLC
 TRIBUNE
BROADCASTING INDIANAPOLIS, LLC
 TRIBUNE BROADCASTING KANSAS CITY, INC.

TRIBUNE BROADCASTING NORFOLK, LLC
 TRIBUNE BROADCASTING OKLAHOMA
CITY, LLC
 TRIBUNE BROADCASTING OKLAHOMA CITY LICENSE, LLC

TRIBUNE BROADCASTING SEATTLE, LLC
 TRIBUNE DIGITAL VENTURES,
LLC
 TRIBUNE ENTERTAINMENT COMPANY, LLC
 TRIBUNE INVESTMENTS,
LLC
 TRIBUNE MEDIA SERVICES, LLC
 TRIBUNE NATIONAL MARKETING
COMPANY, LLC
 TRIBUNE TELEVISION NEW ORLEANS, INC.
 WDAF
LICENSE, INC.
 WDAF TELEVISION, INC.
 WDCW, LLC

WGHP, LLC
 WGHP LICENSE, LLC

WGN CONTINENTAL BROADCASTING COMPANY, LLC
 WHNT, LLC

WHNT LICENSE, LLC
 WHO LICENSE, LLC

WHO TELEVISION, LLC
 WITI LICENSE, LLC

WITI TELEVISION, LLC
 WJW LICENSE, LLC

WJW TELEVISION, LLC
 WNEP, LLC

WPHL, LLC
 WPIX, LLC

WPMT, LLC




  
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Supplemental Indenture] 








 
	
	 WQAD, LLC
 WQAD LICENSE, LLC

WREG, LLC
 WREG LICENSE, LLC

WSFL, LLC
 WTVR, LLC

WTVR LICENSE, LLC
 WXMI, LLC

TRIBUNE REAL ESTATE HOLDINGS, LLC
 TRIBUNE REAL ESTATE HOLDINGS
II, LLC
 AL-HUNTSVILLE-200 HOLMES AVENUE, LLC
 AR-FORT
SMITH-318 NORTH 13TH STREET, LLC
 AR-VAN BUREN-179 GLADEWOOD ROAD, LLC

CA-4655 FRUITRIDGE ROAD, LLC
 CA-OLYMPIC PLANT, LLC

CA-ORANGE COUNTY PLANT, LLC
 CA-LOS ANGELES TIMES SQUARE, LLC

CO-1006 LOOKOUT MOUNTAIN ROAD, LLC
 CO-6160 SOUTH WABASH WAY,
LLC
 CO-CLEAR CREEK COUNTY-ARGENTINE PASS, LLC
 CO-DENVER-100
EAST SPEER BOULEVARD, LLC
 CO-GOLDEN-21214 CEDAR LAKE ROAD, LLC

CT-121 WAWARME AVENUE, LLC
 CT-285 BROAD STREET, LLC

CT-WTIC, LLC
 FL-633 NORTH ORANGE AVENUE, LLC

FL-DEERFIELD PLANT, LLC
 FL-ORLANDO SENTINEL, LLC

IA-ALLEMAN POLK COUNTY, LLC
 IA-DES MOINES-1801 GRAND AVENUE,
LLC
 IL-11201 FRANKLIN AVENUE, LLC
 IL-16400 SOUTH 105TH COURT,
LLC
 IL-2501 WEST BRADLEY PLACE, LLC
 IL-3249 NORTH KILPATRICK,
LLC
 IL-3722 VENTURA DRIVE, LLC
 IL-720 ROHLWING ROAD, LLC

IL-FREEDOM CENTER, LLC
 IL-HENRY COUNTY-RUSTIC HILL,
LLC




  
 [Signature Page to First
Supplemental Indenture] 








 
	
	 IL-MOLINE-3003 PARK 16 STREET, LLC

IL-ORION-2880 NORTH 1100 AVENUE, LLC
 IL-TRIBUNE TOWER, LLC

IN-2350 WESTLANE ROAD, LLC
 IN-6910 NETWORK PLACE, LLC

IN-TRAFALGAR WTTV, LLC
 IN-WINDFALL WTTV, LLC

MD-10 HAYS STREET, LLC
 MD-10750 LITTLE PATUXENT PARKWAY, LLC

MD-3400 CARLINS PARK DRIVE, LLC
 MD-NORTH CALVERT STREET, LLC

MD-SUN PARK, LLC
 MI-3117 PLAZA DRIVE, LLC

MI-DAVIS ROAD, LLC
 MO-KANSAS CITY-3020 SUMMIT STREET, LLC

MO-ST LOUIS-EMIL AVENUE, LLC
 NC-HIGH POINT-2005 FRANCIS STREET,
LLC
 NC-SOFIA-4119 OLD COURTHOUSE ROAD, LLC
 OH-CLEVELAND-5800
SOUTH MARGINAL ROAD, LLC
 OH-PARMA-4501 WEST PLEASANT VALLEY ROAD, LLC

OK-OKLAHOMA CITY-EAST BRITTON ROAD, LLC
 OR-10255 SW ARCTIC DRIVE,
LLC
 PA-2005 SOUTH QUEEN STREET, LLC
 PA-5001 WYNNEFIELD
AVENUE, LLC
 PA-550 EAST ROCK ROAD, LLC
 PA-LUZERNE
COUNTY-PENOBSCOT MOUNTAIN, LLC
 PA-MOOSIC-16 MONTAGE MOUNTAIN ROAD, LLC

PA-MORNING CALL, LLC
 PA-RANSOM, LLC

PA-SOUTH ABINGTON-RT 11 AND MORGAN HWY, LLC
 TN-MEMPHIS-803
CHANNEL 3 DRIVE, LLC
 TX-7700 WESTPARK DRIVE, LLC
 TX-8001 JOHN
CARPENTER FREEWAY, LLC
 UT-SALT LAKE CITY-AMELIA EARHART DRIVE, LLC

VA-216 IRONBOUND ROAD, LLC




  
 [Signature Page to First
Supplemental Indenture] 








 
					
	 VA-DAILY PRESS, LLC
 VA-NORFOLK-720
BOUSH STREET, LLC
 VA-PORTSMOUTH-1318 SPRATLEY STREET, LLC

VA-RICHMOND, LLC
 VA-SUFFOLK-5277 NANSEMOND PARKWAY, LLC

WA-1813 WESTLAKE AVENUE, LLC
 WI-BROWN DEER-9001 NORTH GREEN BAY
ROAD, LLC
 WI-MILWAUKEE-1100 EAST CAPITAL DRIVE, LLC

		
	By:		/s/ Edward Lazarus
			Name:		Edward Lazarus
			Title:		Secretary



  
 [Signature Page to First
Supplemental Indenture] 








 
					
			THE BANK OF NEW YORK MELLON TRUST COMPANY N.A., as Trustee
		
	By:		/s/ Richard Tarnas
			Name:		Richard Tarnas
			Title:		Vice President



  
 [Signature Page to First
Supplemental Indenture]