TRIBUNE PUBLISHING COMPANY and COMPUTERSHARE TRUST COMPANY, N.A. (Rights Agent) RIGHTS AGREEMENT Dated as of May 9, 2016Rights Agreement • May 9th, 2016 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • Delaware
This Rights Agreement (this “Agreement”) dated as of May 9, 2016 is between Tribune Publishing Company, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
AGREEMENT AND PLAN OF MERGER dated as of February 16, 2021 among TRIBUNE PUBLISHING COMPANY, TRIBUNE ENTERPRISES, LLC and TRIBUNE MERGER SUB, INC.Agreement and Plan of Merger • February 17th, 2021 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 16, 2021, among Tribune Publishing Company, a Delaware corporation (the “Company”), Tribune Enterprises, LLC, a Delaware limited liability company (“Parent”), and Tribune Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”).
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.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 18th, 2019 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • Illinois
This Executive Employment Agreement (this “Agreement”) is entered into by and between Timothy P. Knight (“Executive”), an individual, and Tribune Publishing Company, LLC (the “Company”), a Delaware limited liability company. In consideration of the mutual promises and covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive and the Company (collectively the “Parties” and as to each or either, a “Party”) agree as follows:
REGISTRATION RIGHTS AGREEMENT dated as of among TRIBUNE PUBLISHING COMPANY, and CERTAIN OTHER PARTIES LISTED HEREINRegistration Rights Agreement • June 13th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • New York
THIS REGISTRATION RIGHTS AGREEMENT dated as of [—], 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 and (iv) the parties listed on Schedule 3 and (v) other stockholders party hereto from time to time.
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 5th, 2016 • Tronc, Inc. • Newspapers: publishing or publishing & printing • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made by and between tronc, Inc., a Delaware corporation (the “Company”), and the employee whose name is set forth below (the “Participant”), and is dated as of [DATE] (the “Date of Grant”). Pursuant to this Agreement, the Company hereby grants to the Participant the number of Restricted Stock Units set forth below (“RSUs”), each of which represents an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant upon settlement one share of Common Stock (“Common Stock”) of the Company (or cash equal to the Fair Market Value thereof) as set forth herein. The RSUs are subject to all of the terms and conditions set forth in this Agreement as well as all of the terms and conditions of the tronc, Inc. 2014 Omnibus Incentive Plan (as amended from time to time in accordance with the terms thereof, the “Plan”). Capitalized terms not otherwise defined herein shall have the same meaning as set fort
STOCK OPTION AGREEMENTStock Option Agreement • August 5th, 2016 • Tronc, Inc. • Newspapers: publishing or publishing & printing • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) is made by and between tronc, Inc., a Delaware corporation (the “Company”), and the employee whose name is set forth below (the “Participant”), and is dated as of [DATE] (the “Date of Grant”). Pursuant to this Agreement, the Company hereby grants to the Participant an Option to purchase the number of shares of Common Stock (“Common Stock”) of the Company as set forth below (the “Option”) at the Exercise Price set forth below. The Option is subject to all of the terms and conditions set forth in this Agreement as well as all of the terms and conditions of the tronc, Inc. 2014 Omnibus Incentive Plan (as amended from time to time in accordance with the terms thereof, the “Plan”), all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
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”).
RIGHTS AGREEMENT dated as of July 28, 2020 betweenRights Agreement • July 28th, 2020 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • Delaware
This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file with the Rights Agent and are also available from the Company upon written request.
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.
TRONC, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 10th, 2018 • Tronc, Inc. • Newspapers: publishing or publishing & printing • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made by and between tronc, Inc., a Delaware corporation (the “Company”), and the director whose name is set forth below (the “Participant”), and is dated as of May 18, 2018 (the “Date of Grant”). Pursuant to this Agreement, the Company hereby grants to the Participant a Restricted Stock Award (“Award”) with respect to shares of Common Stock (“Common Stock”) of the Company. The Award is subject to all of the terms and conditions set forth in this Agreement as well as all of the terms and conditions of the tronc, Inc. 2014 Omnibus Incentive Plan (as amended from time to time in accordance with the terms thereof, the “Plan”). Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
PARTNERSHIP INTEREST PURCHASE AGREEMENT by and among the Persons listed on Appendix A, as the Sellers, DAILY NEWS, L.P., as the Company, TRX PUBCO, LLC, as the Acquiror, NEW DN COMPANY, as the Sellers’ Representative, TRIBUNE PUBLISHING COMPANY, LLC,...Partnership Interest Purchase Agreement • September 5th, 2017 • Tronc, Inc. • Newspapers: publishing or publishing & printing
This PARTNERSHIP INTEREST PURCHASE AGREEMENT, dated as of September 3, 2017 (this “Agreement”), is made by and among the Persons listed on Appendix A (collectively, the “Sellers” and each individually a “Seller”), DAILY NEWS, L.P., a Delaware limited partnership (the “Company”), TRX PUBCO, LLC, a Delaware limited liability company (the “Acquiror”), NEW DN COMPANY, a Delaware corporation, in its capacity as representative of the Sellers (the “Sellers’ Representative”), TRIBUNE PUBLISHING COMPANY, LLC, a Delaware limited liability company (“TPC”) and THE MORTIMER B. ZUCKERMAN MANAGEMENT TRUST U/A/D NOVEMBER 2, 2010, AS AMENDED (the “Management Trust”).
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”).
Amended and Restated Limited Liability Company Agreement of BestReviews LLC February 6, 2018Limited Liability Company Agreement • February 7th, 2018 • Tronc, Inc. • Newspapers: publishing or publishing & printing • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made as of February 6, 2018, by and among BestReviews LLC, a Delaware limited liability company (the “Company”), and the other parties listed on the signature pages from time to time attached hereto. Certain capitalized terms used herein are defined in Section 1.7; and
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.
REGISTRATION RIGHTS AGREEMENT by and between Tribune Publishing Company and Nant Capital, LLCRegistration Rights Agreement • May 23rd, 2016 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 22, 2016, by and between TRIBUNE PUBLISHING COMPANY, a Delaware corporation (the “Company”), and NANT CAPITAL, LLC, a Delaware limited liability company (the “Holder”). Each of the Company and Holder are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
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.
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).
SECURITIES PURCHASE AGREEMENT by and among TRIBUNE PUBLISHING COMPANY, NANT CAPITAL, LLC and DR. PATRICK SOON-SHIONG Dated as of May 22, 2016Securities Purchase Agreement • May 23rd, 2016 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of May 22, 2016, by and among TRIBUNE PUBLISHING COMPANY, a Delaware corporation (the “Company”), NANT CAPITAL, LLC, a Delaware limited liability company (“Investor”), and DR. PATRICK SOON-SHIONG, an individual resident in the State of California (“PSS”). Each of the Company, Investor and PSS are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties”.
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”).
TRIBUNE PUBLISHING COMPANY INDEMNIFICATION AGREEMENTTribune Publishing Company Indemnification Agreement • May 5th, 2016 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _____________ __, 2016 between Tribune Publishing Company, a Delaware corporation (the “Company”), and [INDEMNITEE] (“Indemnitee”).
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • August 12th, 2015 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • Delaware
This Amendment No. 1 (the “Amendment”) to that certain Membership Interest Purchase Agreement, dated as of May 7, 2015 (the “Purchase Agreement”), by and among Tribune Publishing Company, LLC (“Acquiror”), MLIM Holdings, LLC (“Seller”), the Papa Doug Trust u/a/d January 11, 2010 (“Trust Seller”), Douglas F. Manchester and Douglas W. Manchester (each an “Individual Seller” and, together with Assignor and Trust Seller, the “Seller Parties” and each, individually, a “Seller Party”), and MLIM, LLC (the “Company”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement.
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”).
TRANSITION SERVICES AGREEMENT by and between TRIBUNE COMPANY and TRIBUNE PUBLISHING COMPANY Dated as of [ ], 2014Transition Services Agreement • June 13th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing
This TRANSITION SERVICES AGREEMENT (this “Agreement”), is made as of [ ], by and between Tribune 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).
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”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • January 20th, 2015 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • Illinois
THIS SEPARATION AGREEMENT AND RELEASE (the “Agreement”) is entered into by JOHN BODE (hereinafter referred to as “Employee”) and TRIBUNE PUBLISHING COMPANY, LLC (hereinafter referred to as “Employer”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among TRONC, INC., and NANT CAPITAL, LLC, Dated as of February 7, 2018Membership Interest Purchase Agreement • February 7th, 2018 • Tronc, Inc. • Newspapers: publishing or publishing & printing
This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of February 7, 2018 (as amended, modified or changed from time to time, this “Agreement”), is entered into by and among tronc, Inc., a Delaware corporation (“Seller”) and Nant Capital, LLC a Delaware limited liability company (“Buyer”).
Securities Purchase AgreementSecurities Purchase Agreement • May 29th, 2018 • Tronc, Inc. • Newspapers: publishing or publishing & printing • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 28, 2018 is made and entered into by and among Tribune Publishing Company, LLC, a Delaware limited liability company (“Purchaser”); Virginian-Pilot Media Companies, LLC, a Virginia limited liability company (the “Company”); and Landmark Media Enterprises, LLC, a Virginia limited liability company (“Seller”). Purchaser, the Company and Seller are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in the text of this Agreement or in Section 9.15.
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 2015 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • New York
This Employment Agreement (this “Agreement”) is entered into by and between Tribune Publishing Company, LLC (the “Company”), a Delaware limited liability company, and Denise Warren (“Employee”), an individual. In consideration of the mutual promises and covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which are acknowledged by both parties, the Company agrees to employ Employee and Employee agrees to accept employment with the Company upon the terms and conditions set forth herein.
PURCHASE AGREEMENTPurchase Agreement • March 23rd, 2017 • Tronc, Inc. • Newspapers: publishing or publishing & printing • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 23, 2017 by and among tronc, Inc., a Delaware corporation (the “Company”), and Oaktree Tribune, L.P. and OCM FIE, LLC, each acting severally with respect to the Purchased Shares (as defined below) owned by it, and obligated hereunder severally but not jointly, and referred to collectively as “Seller”), and, for the purposes of Articles II and III hereof, the following entities (each, an “Oaktree Fund” and collectively “Oaktree Funds”): OCM Opportunities Fund VII, L.P., OCM Opportunities Fund VIIb, L.P., OCM Opportunities Fund VIIb (Parallel), L.P., Oaktree Opportunities Fund VIII, L.P., Oaktree Opportunities Fund VIII (Parallel), L.P., Oaktree Opportunities Fund VIII (Parallel 2), L.P., Oaktree Huntington Investment Fund, L.P., Oaktree Opportunities Fund VIIIb, L.P., Oaktree Opportunities Fund VIIIb (Parallel), L.P., Oaktree Value Opportunities Fund, L.P., and Oaktree FF Investment Fund, L.P.
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • April 26th, 2021 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • Delaware
This Amendment No. 2 to Rights Agreement (this “Amendment”), dated as of April 23, 2021, is entered into by and between Tribune Publishing Company, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”).
LIMITED GUARANTEELimited Guarantee • February 17th, 2021 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • Delaware
This LIMITED GUARANTEE, dated as of February 16, 2021 (as may be amended, restated, supplemented or otherwise modified, this “Limited Guarantee”), by each of the parties listed on Exhibit A hereto (each, a “Guarantor” and collectively, the “Guarantors”), is made in favor of Tribune Publishing Company, a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified, the “Merger Agreement”), by and among the Guaranteed Party, Tribune Enterprises, LLC, a newly formed Delaware limited liability company (“Parent”), and Tribune Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Except as otherwise specified herein, each capitalized term used in this Limited Guarantee and not defined herein shall have the meaning ascribed to such term in the Merger Agreement.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 18th, 2019 • Tribune Publishing Co • Newspapers: publishing or publishing & printing
The Executive Employment Agreement entered into on August 21, 2017 by and between Ross Levinsohn and Tribune Interactive, LLC (“Agreement”) is hereby amended in the following manner:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 11th, 2020 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • Texas
This Executive Employment Agreement (this ''Agreement") is entered into by and between Mike Lavey ("Executive"), an individual, and Tribune Publishing Company, LLC (the "Company"), a Delaware limited liability company. In consideration of the mutual promises and covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which arc hereby acknowledged, Executive and the Company (collectively the "Parties" and as to each or either, a "Party") agree as follows:
