exhibit4_5.htm


    Exhibit 4.5


     

    TRIPARTITE
AGREEMENT

     

    UNSECURED
DEBT

     

     

    Tribune
Company, Issuer

     

     

    Citibank,
N.A., Previous Trustee

     

    INSTRUMENT
OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the “Agreement”) entered
into as of the 1st day of August, 2008, among, Tribune Company, a corporation
duly organized and existing under the laws of the State of Delaware (the “Issuer”), Citibank,
N.A., a national banking association duly organized and existing under the laws
of the United States of America (“Citibank”), and
Deutsche Bank Trust Company Americas, a New York banking corporation (“DBTCA”).

     

    W I T N E S S E T
H

     

    WHEREAS,
there are currently $84,960,000 aggregate principal
amount of the Issuer’s 6.61% Debentures due September 15, 2027, CUSIP No.
887364AF4, and $148,000,000 aggregate principal
amount of the Issuer’s 7-1/4% Debentures due November 15, 2096, CUSIP No.
887360AT2   (collectively, the “Securities”),
outstanding under an Indenture, dated as of March 19, 1996, as supplemented by
the First Supplemental Indenture, dated as of October 19, 1999 and the Second
Supplemental Indenture, dated as of June 12, 2000 (collectively, the
"Indenture"), between the Issuer (as successor to The Times Mirror Company) and
Citibank; and

     

    WHEREAS,
Citibank has been acting as trustee, registrar and paying agent (collectively,
"Trustee")
under the Indenture; and

     

    WHEREAS,
Section 610 of the Indenture provides that Citibank may resign at any time and
be discharged of the trust created by the Indenture by giving written notice
thereof to the Issuer and upon the acceptance of appointment by a successor
trustee; and

     

    WHEREAS,
Citibank, pursuant to the provisions of Section 610 of the Indenture, has given
such written notice to the Issuer on the 25th day of May, 2007, a copy of which
is attached hereto as Exhibit A, which
resignation shall create a vacancy in the office of the Trustee;
and

     

    WHEREAS,
Section 610 of the Indenture further provides that the Issuer shall promptly
appoint a successor Trustee to fill a vacancy in the office of Trustee under the
Indenture; and

     

    WHEREAS,
the Issuer wishes to appoint DBTCA as successor Trustee under the Indenture;
and

     

    WHEREAS,
DBTCA is willing to accept such appointment as successor Trustee on the terms
and conditions set forth herein and under the Indenture; and

     

    WHEREAS,
DBTCA is eligible to act as successor Trustee under the Indenture;

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    NOW,
THEREFORE, pursuant to the provisions of the Indenture and in consideration of
the covenants herein contained, it is agreed among the Issuer, Citibank and
DBTCA as follows:

     

     

    
      	
              1.  

            	
              The
      Issuer hereby accepts the resignation of Citibank as Trustee and, pursuant
      to the authority vested in it by Section 610 of the Indenture and by
      resolution of its Board of Directors dated July 22, 2008, a copy of which
      is attached as Exhibit B,
      hereby appoints DBTCA as successor Trustee (trustee, registrar and paying
      agent) under the Indenture, with all the estate, properties, rights,
      powers, trusts, duties and obligations heretofore vested in Citibank as
      Trustee under the Indenture.  The Issuer designates the
      Corporate Trust Office of DBTCA presently located at 60 Wall Street,
      27th Floor,
      Mailstop:  NYC60-2710, New York, New York 10005, Attention:
      Trust and Securities Services, as the office or agency of the Issuer in
      New York, New York where the Securities may be presented for payment,
      registration of transfer and exchange.  Such office shall also
      constitute the “Corporate Trust Office” as such term is used in the
      Indenture.

            


    

     

     

    
      	
              2.  

            	
              The
      Issuer represents and warrants
that:

            


    

     

    
      	
                  (a)  

            	
              it
      is validly organized and existing under the laws of the jurisdiction of
      its incorporation;

            


    

    
      	
                  (b)  

            	
              the
      Securities were validly and lawfully
issued;

            


    

    
      	
                  (c)  

            	
              to
      its knowledge, it has performed or fulfilled each covenant, agreement and
      condition on its part to be performed or fulfilled under the
      Indenture;

            


    

    
      	
                  (d)  

            	
              it
      has no knowledge of the existence of any default, or Event of Default, or
      any event which upon notice or passage of time or both would become an
      Event of Default, under the
Indenture;

            


    

    
      	
                  (e)  

            	
              it
      has not appointed any paying agents under the Indenture other than
      Citibank;

            


    

    
      	
                  (f)  

            	
              it
      will continue to perform the obligations undertaken by it under the
      Indenture; and

            


    

    
      	
                  (g)  

            	
              promptly
      after the execution and delivery of this Instrument, it will mail or cause
      to be mailed to each Holder a Notice of Resignation of Trustee and a
      Notice of Appointment of Successor Trustee, forms of which are attached
      hereto as Exhibit C and
      Exhibit
      D, respectively.

            


    

     

    
      	
              3.  

            	
              Citibank
      represents and warrants to DBTCA
that:

            


    

     

    
      	
                  (a)  

            	
              it
      has made, or promptly will make, available to DBTCA originals or copies of
      all documents relating to the trust created by the Indenture and all
      information in the possession of its corporate trust department relating
      to the administration and status thereof and will furnish to DBTCA any of
      such documents or information DBTCA may
select;

            


    

    
      	
                  (b)  

            	
              to
      the best of the knowledge of the Responsible Officers of Citibank, no
      default, or Event of Default, or any event which upon notice or lapse of
      time or both would become an Event of Default under the Indenture,
      exists;

            


    

    
      	
                  (c)  

            	
              it
      has lawfully and fully discharged its duties as Trustee under the
      Indenture;

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

        

    
      	
                  (d)  

            	
              no
      covenant or condition contained in the Indenture has been waived by
      Citibank or, to the best knowledge of Responsible Officers of Citibank, by
      the Holders of the percentage in aggregate principal amount of the
      Securities required by the Indenture to effect any such
      waiver;

            


    

    
      	
                  (e)  

            	
              it
      has not delegated to any party any of its duties as Trustee under the
      Indenture and has appointed no Authenticating Agent with respect to any
      Securities; and

            


    

    
      	
                  (f)  

            	
              it
      holds no Securities for cancellation and no property or money as trustee
      under the Indenture.

            


    

     

    Citibank
agrees to investigate from time to time as DBTCA may reasonably request, at the
expense of the Issuer, the completeness or accuracy of any information in the
Security Register which relates to any transaction occurring prior to the
appointment of DBTCA as registrar for the Securities.

     

     

    
      	
              4.  

            	
              DBTCA
      represents that it is eligible to act as Trustee under the provisions of
      the Indenture and the Trust Indenture Act of 1939, as
    amended.

            


    

     

     

    
      	
              5.  

            	
              DBTCA
      hereby accepts its appointment as successor Trustee (trustee, registrar
      and paying agent) under the Indenture and accepts the trust created
      thereby, and assumes all estates, properties, rights, powers, trusts,
      duties and obligations of the Trustee under the
      Indenture.  DBTCA will perform said trust and will exercise said
      rights, powers, trusts and duties upon the terms and conditions set forth
      in the Indenture, provided, however, that it is understood and agreed by
      the parties hereto that DBTCA does not assume responsibility for or any
      liability in connection with any negligence or other misconduct on the
      part of Citibank or its agents in connection with Citibank’s performance
      of the respective trusts, duties and obligations under the Indenture, and
      it is further understood and agreed by the parties that the provisions of
      Section 607 of the Indenture shall survive, for the benefit of Citibank,
      Citibank’s resignation hereunder.

            


    

     

     

    
      	
              6.  

            	
              DBTCA
      hereby accepts the designation of its Corporate Trust Office as the office
      or agency of the Issuer in New York, New York where the Securities may be
      presented for payment, registration or transfer. In addition, DBTCA hereby
      requests that all notices to DBTCA hereunder or under the Indenture also
      be delivered to DBTCA at Deutsche Bank National Trust Company Trust &
      Securities Services 25 DeForest Avenue, 2nd Floor, Mail Stop SUM01-0105,
      Summit, NJ 07901; Telecopy: (732)
578-4635.

            


    

     

     

    
      	
              7.  

            	
              Pursuant
      to the written request of DBTCA and the Issuer hereby made, Citibank, upon
      payment of its outstanding charges, receipt of which is hereby
      acknowledged, confirms, assigns, transfers and sets over to DBTCA, as
      successor Trustee under the Indenture, upon the trust expressed in the
      Indenture, any and all property and money and all the estate, properties,
      rights, powers, trusts, duties and obligations which Citibank now holds
      under and by virtue of the
Indenture.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    
      	
              8.  

            	
              The
      Issuer, for the purpose of more fully and certainly vesting in and
      confirming to DBTCA, as successor Trustee under the Indenture, said
      rights, powers, trusts and duties, at the request of DBTCA, hereby joins
      in the execution hereof.

            


    

     

     

    
      	
              9.  

            	
              The
      Issuer, and Citibank hereby agree, upon the request of DBTCA, to execute,
      acknowledge and deliver such further instruments of conveyance and
      assurance and to do such other things as may be required for more fully
      and certainly vesting and confirming in DBTCA all of the properties,
      rights, powers, trusts and duties of Citibank as Trustee under the
      Indenture.

            


    

     

     

    
      	
              10.  

            	
              Citibank’s
      resignation as Trustee and DBTCA’s appointment and acceptance as successor
      Trustee, shall be effective as of the opening of business on August 1,
      2008.

            


    

     

     

    
      	
              11.  

            	
              Terms
      not otherwise defined in this Agreement shall have the definitions given
      thereto in the Indenture.

            


    

     

     

    
      	
              12.  

            	
              The
      effect and meaning of this Agreement and the rights of all parties
      hereunder shall be governed by, and construed in accordance with, the laws
      of the State of New York.

            


    

     

     

    
      	
              13.  

            	
              This
      Agreement may be simultaneously executed in any number of
      counterparts.  Each such counterpart so executed shall be deemed
      to be an original, but all together shall constitute but one and the same
      instrument.

            


    

     

     

    
      	
              14.  

            	
              The
      Issuer acknowledges that in accordance with Section 326 of the USA Patriot
      Act the successor Trustee, like all financial institutions, is required to
      obtain, verify, and record information that identifies each person or
      legal entity that establishes a relationship or opens an account with
      Deutsche Bank Trust Company Americas.  The Issuer agrees that it will
      provide the successor Trustee with such information as it may request in
      order for the successor Trustee to satisfy the requirements of the USA
      Patriot Act.

            


    

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, Tribune Company has caused this instrument to be executed by
one of its duly authorized officers; Citibank, N.A. has caused this instrument
to be executed by one of its duly authorized officers; and Deutsche Bank Trust
Company Americas has caused this instrument to be executed by its duly
authorized officers, all as of the date first written above.

     

     

    
      
         

        
          
            	 	TRIBUNE
      COMPANY	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Jack
      Rodden	 
	 	 	Name: 
       Jack Rodden	 
	 	 	Title: 
        Treasurer	 
	 	 	 	 


          

        

         

         

        
          
            	 	CITIBANK,
      N.A.	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Louis
      Piscitelli	 
	 	 	Name: 
       Louis Piscitelli	 
	 	 	Title: 
         Vice President	 
	 	 	 	 


          

        

         

         

        
          
            	 	
                    DEUTSCHE
      BANK TRUST COMPANY

                    AMERICAS

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ Annie
      Jaghatspanyan	 
	 	 	Name:   Annie
      Jaghatspanyan	 
	 	 	Title:    
      Assistant Vice President	 
	 	 	 	 


          

        

        


         

        
          
            	
                     

                  	
                    By:
      

                  	/s/ Richard
      L. Buckwalter	 
	 	 	Name:   Richard
      L. Buckwalter	 
	 	 	Title:    
      Director	 
	 	 	 	 


          

        

         

         

        
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