10.5 - Amendment No. 2 A&R Bridge Credit Agreement


    Exhibit
      10.5

    AMENDMENT
      NO. 2

    


     

    This
      AMENDMENT NO. 2, dated as of July 21, 2006 (this “Amendment”),
      to
      the Existing Bridge Credit Agreement is among TRIBUNE COMPANY, a Delaware
      corporation (the “Borrower”),
      the
      Agent and certain of the Lenders (capitalized terms used herein have the
      meanings set forth in, or are defined by reference in, Article I
      below).

     

    
      W  I 
        T  N  E  S  S 
E  T  H:

    

     

    WHEREAS,
      the Borrower, the Initial Lenders and Citicorp North America, Inc., as the
      administrative agent (the “Agent”),
      are
      parties to an Amended and Restated Bridge Credit Agreement, dated as of June
      27,
      2006 (as amended, supplemented, amended and restated or otherwise modified
      prior
      to the date hereof, the “Existing
      Bridge Credit Agreement”,
      and as
      amended by this Amendment and as the same may be further amended, supplemented,
      amended and restated or otherwise modified from time to time, the “Bridge
      Credit Agreement”);

     

    WHEREAS,
      the Borrower has requested that the Lenders amend certain provisions of the
      Existing Bridge Credit Agreement and the Lenders are willing, on the terms
      and
      subject to the conditions hereinafter set forth, to amend such provisions of
      the
      Existing Bridge Credit Agreement as set forth below;

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements herein
      contained, the Borrower, the Lenders and the Agent hereby agree as
      follows.

    


    ARTICLE
      I

     

    DEFINITIONS

     

    SECTION
      1.1.   Certain
      Definitions.
      The
      following terms (whether or not underscored) when used in this Amendment shall
      have the following meanings (such meanings to be equally applicable to the
      singular and plural forms thereof):

     

    “Agent”
is
      defined in the first
      recital.

     

    “Amendment”
is
      defined in the preamble.

     

    “Amendment
      No. 2 Effective Date”
is
      defined in Article
      III
      hereof.

     

    “Borrower”
is
      defined in the preamble.

     

    “Bridge
      Credit Agreement”
is
      defined in the first
      recital.

     

    “Existing
      Bridge Credit Agreement”
is
      defined in the first
      recital.

     

    SECTION
      1.2.   Other
      Definitions.
      Terms
      for which meanings are provided in the Existing Bridge Credit Agreement are,
      unless otherwise defined herein or the context otherwise requires, used in
      this
      Amendment with such meanings.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

     

    AMENDMENT

     

    Effective
      on and subject to the occurrence of the Amendment No. 2 Effective Date, the
      provisions of the Existing Bridge Credit Agreement referred to below are hereby
      amended in accordance with this Article
      II.
      

     

    SECTION
      2.1.   Amendment
      to Section 1.01.
      The
      definition of “Net Cash Proceeds” set forth in Section 1.01 of the Existing
      Bridge Credit Agreement is hereby amended and restated in its entirety to read
      as follows:

     

    “Net
      Cash Proceeds”
means,
      with respect to the sale or issuance of any equity interest by the Borrower
      or
      any of its Subsidiaries, or the incurrence or issuance of any Debt for Borrowed
      Money (exclusive of any such Debt in respect of commercial paper) by the
      Borrower or any of its Subsidiaries, the excess of (i) the sum of the cash
      and
      cash equivalents received in connection with such transaction over
      (ii) the
      underwriting discounts and commissions or other similar payments, and other
      related out-of-pocket costs, fees, commissions, premiums and expenses, incurred
      by the Borrower or such Subsidiary in connection therewith. 

     

    SECTION
      2.2.   Amendment
      to Section 2.09.
      Clause
      (b)(i) of Section 2.09 of the Existing Bridge Credit Agreement is hereby amended
      by deleting the parenthetical “(excluding the Debt incurred hereunder or under
      the Amended and Restated Five-Year Credit Agreement)” and inserting in place
      thereof the following parenthetical:

     

    “(excluding,
      without duplication, (x) the Debt incurred hereunder or under the Amended and
      Restated Five-Year Credit Agreement and (y) the incurrence or issuance of any
      Debt for Borrowed Money by the Borrower or any of its Subsidiaries after the
      Original Effective Date consisting of commercial paper)”.

     

     

    ARTICLE
      III  

     

     

    CONDITIONS
      PRECEDENT

     

    This
      Amendment shall become effective on the date (the “Amendment
      No. 2 Effective Date”)
      when
      each of the conditions set forth in this Article III shall have been fulfilled
      to the satisfaction of the Agent.

     

    SECTION
      3.1.   Execution
      of Counterparts.
      The
      Agent shall have received counterparts of this Amendment, duly executed and
      delivered on behalf of (i) the Borrower, (ii) the Agent and (iii) the Required
      Lenders.

     

    SECTION
      3.2.   Fees
      and Expenses.
      The
      Agent shall have received all reasonable and documented fees and expenses,
      if
      any, due and payable pursuant to the Bridge Credit Agreement.

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    ARTICLE
      IV

     

    REPRESENTATIONS
      AND WARRANTIES

     

    In
      order
      to induce the Lenders and the Agent to enter into this Amendment, the Borrower
      hereby represents and warrants as follows:

     

    (a) The
      representations and warranties contained in Section 4.01 of the Existing Bridge
      Credit Agreement (except the representations set forth in the last sentence
      of
      clause (e)(i) thereof and in clause (f) thereof) are correct in all
      material respects, before and after giving effect to this Amendment (unless
      stated to relate solely to an earlier date, in which case such representations
      and warranties are correct as of such earlier date).

     

    (b) As
      of the
      date hereof, no Default exists or has occurred and is continuing.

     

    ARTICLE
      V

     

    


     

    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      5.1.   Full
      Force and Effect; Limited Amendment.
      Except
      as expressly provided herein, all of the representations, warranties, terms,
      covenants, conditions and other provisions of the Existing Bridge Credit
      Agreement and the Notes shall remain in full force and effect in accordance
      with
      their respective terms and are in all respects hereby ratified and confirmed.
      The amendments set forth herein shall be limited precisely as provided for
      herein to the provisions expressly amended hereby and shall not be deemed to
      be
      an amendment to or modification of any other term or provision of the Existing
      Bridge Credit Agreement, any Note or of any transaction or further or future
      action on the part of the Borrower which would require the consent of any of
      the
      Lenders under the Existing Bridge Credit Agreement or the Notes.

     

    SECTION
      5.2.   Loan
      Document.
      This
      Amendment is executed pursuant to the Existing Bridge Credit Agreement and
      shall
      (unless otherwise expressly indicated herein) be construed, administered and
      applied in accordance with the terms and provisions thereof, including, without
      limitation, Article VIII thereof.

     

    SECTION
      5.3.   Fees
      and Expenses.
      The
      Borrower agrees to pay those reasonable and documented fees payable to the
      Agent
      in connection with this Amendment and all other reasonable and documented
      out-of-pocket expenses incurred by the Agent in connection with the preparation,
      negotiation, execution and delivery of this Amendment and the documents and
      transactions contemplated hereby, including the reasonable and documented fees
      and disbursements of Mayer, Brown, Rowe & Maw LLP, as counsel for the
      Agent.

     

    SECTION
      5.4.   Headings.
      The
      various headings of this Amendment are inserted for convenience only and shall
      not affect the meaning or interpretation of this Amendment or any provisions
      hereof.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      5.5.   Execution
      in Counterparts.
      This
      Amendment may be executed by the parties hereto in several counterparts, each
      of
      which shall be deemed to be an original and all of which shall constitute
      together but one and the same agreement.

     

    SECTION
      5.6.   Cross-References.
      References in this Amendment to any Article or Section are, unless otherwise
      specified or otherwise required by the context, to such Article or Section
      of
      this Amendment.

     

    SECTION
      5.7.   Successors
      and Assigns.
      This
      Amendment shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns.

     

    SECTION
      5.8.   Governing
      Law.
      THIS
      AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS
      OF THE STATE OF NEW YORK.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
      by
      their respective partners or officers thereunto duly authorized as of the day
      and year first above written.

    


                        TRIBUNE
      COMPANY

    


     

                      By: /s/
      Chandler Bigelow 

                        Name: Chandler
      Bigelow

                        Title:
 Vice
      President & Treasurer

     

        

                       CITICORP
      NORTH AMERICA,
      INC., as Agent

    


                        By: /s/
      Anish M. Shah 

                    Name: Anish
      M.
      Shah

                    Title: Vice
      President

    


    


                        LENDERS

    


                        CITICORP
      NORTH
      AMERICA, INC.

     

                        By: /s/
      Anish M. Shah 

                    Name: Anish
      M.
      Shah

                    Title: Vice
      President

     

    


     

                        MERRILL
      LYNCH CAPITAL
      CORPORATION

     

                        By: /s/
      Nancy E. Meadows 

                    Name: Nancy
      E.
      Meadows

                                  
      Title: Vice
      President

     

     

                        JPMORGAN
      CHASE BANK,
      NATIONAL ASSOCIATION

     

     

                        By: /s/
      James L. Stone 

                    Name: James
      L.
      Stone

                    Title: Managing
      Director

     

     

                        BANK
      OF AMERICA,
      N.A.

     

                        By: /s/
      Todd Shipley 

                    Name: Todd
      Shipley

                    Title: Senior
      Vice President