10.2 - Amendment No. 1 A&R Bridge Credit Agreement


    Exhibit
      10.2

    AMENDMENT
      NO. 1

    


     

    This
      AMENDMENT NO. 1., dated as of July 10, 2006 (this “Amendment”),
      to
      the Existing Credit Agreement is among TRIBUNE COMPANY, a Delaware corporation
      (the “Borrower”),
      the
      Agent, certain of the Lenders and the Issuing Banks (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, the Initial Issuing Banks and Citicorp North
      America, Inc., as the administrative agent (the “Agent”),
      are
      parties to an Amended and Restated Credit Agreement, dated as of June 27, 2006
      (as amended, supplemented, amended and restated or otherwise modified prior
      to
      the date hereof, the “Existing
      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 “Credit
      Agreement”);

     

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

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements herein
      contained, the Borrower, the Lenders, the Issuing Banks 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. 1 Effective Date”
is
      defined in Article
      III
      hereof.

     

    “Borrower”
is
      defined in the preamble.

     

    “Credit
      Agreement”
is
      defined in the first
      recital.

     

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

     

    SECTION
      1.2.   Other
      Definitions.
      Terms
      for which meanings are provided in the Existing 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. 1 Effective Date, the
      definition of “Eurodollar Rate” set forth in Section 1.01 of the Existing Credit
      Agreement is hereby amended and restated in its entirety to read as
      follows:

     

    “Eurodollar
      Rate”
means,
      for any Interest Period for each Eurodollar Rate Advance comprising part of
      the
      same Borrowing, an interest rate per annum equal to the rate per annum obtained
      by dividing (a) the rate per annum appearing on Moneyline Telerate Markets
      Page
      3750 (or any successor page) as the London interbank offered rate for deposits
      in U.S. dollars at approximately 11:00 A.M. (London time) two Business Days
      prior to the first day of such Interest Period for a term comparable to such
      Interest Period or, if for any reason such rate is not available, the average
      of
      the rate per annum at which deposits in U.S. dollars are offered by the
      principal office of each of the Reference Banks in London, England to prime
      banks in the London interbank market at 11:00 A.M. (London time) two Business
      Days before the first day of such Interest Period in an amount substantially
      equal to such Reference Bank’s Eurodollar Rate Advance comprising part of such
      Borrowing to be outstanding during such Interest Period and for a period equal
      to such Interest Period by (b) a percentage equal to 100% minus
      the
      Eurodollar Rate Reserve Percentage for such Interest Period. If the Moneyline
      Telerate Markets Page 3750 (or any successor page) is unavailable, the
      Eurodollar Rate for any Interest Period for each Eurodollar Rate Advance
      comprising part of the same Borrowing shall be determined by the Agent on the
      basis of applicable rates furnished to and received by the Agent from the
      Reference Banks two Business Days before the first day of such Interest Period,
      subject,
      however,
      to the
      provisions of Section 2.08.

     

    ARTICLE
      III  

     

    CONDITIONS
      PRECEDENT

     

    This
      Amendment shall become effective on the date (the “Amendment
      No. 1 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, (iii) the Required
      Lenders and (iv) the Issuing Banks.

     

    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 Credit Agreement.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV  

     

     

    REPRESENTATIONS
      AND WARRANTIES

     

    In
      order
      to induce the Lenders, the Issuing Banks 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 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 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
      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
      and/or the Issuing Banks under the Existing Credit Agreement or the
      Notes.

     

    SECTION
      5.2.   Loan
      Document.
      This
      Amendment is executed pursuant to the Existing 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

     

    


     

                        MORGAN
      STANLEY
      BANK

     

                         By: /s/
      Daniel Twenge 

                    Name: Daniel
      Twenge

                    Title: Authorized
      Signatory

     

    


     

                        THE
      BANK OF
      TOKYO-MITUBISHI UFJ, LTD., 

                           
      CHICAGO BRANCH

     

                        By: /s/
      Tsuguyuki Umene 

                    Name: Tsuguyuki
      Umene

                    Title: Deputy
      General Manager

     

    


     

                        THE
      ROYAL BANK OF
      SCOTLAND PLC

     

                        By: /s/
      Andrew Wynn 

                    Name: Andrew
      Wynn

                    Title: Managing
      Director

     

    


     

                        SUNTRUST
      BANK

     

                        By: /s/
      Kip Hurd  

                    Name: Kip
      Hurd

                    Title: Director

     

    


     

                        WACHOVIA
      BANK,
      N.A.

     

                        By: /s/
      Joe Mynatt  

                    Name: Joe
      Mynatt

                    Title: Director

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


                        THE
      NORTHERN TRUST
      COMPANY

     

                        By: /s/
      Peter J. Hallan 

                    Name: Peter
      J.
      Hallan

                    Title: Vice
      President

     

    


     

                        FIFTH
      THIRD BANK
      (CHICAGO)

     

                        By: /s/
      Joseph A. Wernhoff 

                    Name: Joseph
      A.
      Wernhoff

                    Title: Vice
      President

     

    


     

                        UBS
      LOAN FINANCE
      LLC

     

                        By: /s/
      Richard L. Tavrow 

                    Name: Richard
      L. Tavrow

                    Title: Director

     

    


     

                        By: /s/
      Irja R. Otsa  

                    Name: Irja
      R.
      Otsa

                    Title: Associate
      Director

     

    


     

                        U.S.
      BANK NATIONAL
      ASSOCIATION

     

                        By: /s/
      Gail F. Scannell 

                    Name: Gail
      F.
      Scannell

                    Title: Vice
      President

     

    


     

                        NATIONAL
      CITY BANK OF
      THE MIDWEST

     

                        By: /s/
      Derek R. Cook 

                    Name: Derek
      R.
      Cook

                    Title: Vice
      President

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


                 ISSUING
      BANKS

     

    


                        JPMORGAN
      CHASE BANK,
      NATIONAL ASSOCIATION

     

                        By:/s/
      James L. Stone 

                    Name: James
      L.
      Stone

                    Title: Managing
      Director