AMENDMENT NO. 1
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, Xxxx & 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/
Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx
Xxxxxxx
Title:
Vice
President & Treasurer
CITICORP
NORTH AMERICA, INC., as
Agent
By: /s/
Xxxxx X. Xxxx
Name: Xxxxx
X.
Xxxx
Title: Vice
President
LENDERS
CITICORP
NORTH
AMERICA, INC.
By: /s/
Xxxxx X. Xxxx
Name: Xxxxx
X.
Xxxx
Title: Vice
President
XXXXXXX
XXXXX CAPITAL
CORPORATION
By: /s/
Xxxxx X. Xxxxxxx
Name: Xxxxx
X.
Xxxxxxx
Title: Vice
President
JPMORGAN
CHASE BANK,
NATIONAL
ASSOCIATION
By: /s/
Xxxxx X. Xxxxx
Name: Xxxxx
X.
Xxxxx
Title: Managing
Director
BANK
OF AMERICA,
N.A.
By: /s/
Xxxx Xxxxxxx
Name: Xxxx
Xxxxxxx
Title: Senior
Vice President
XXXXXX
XXXXXXX
BANK
By: /s/
Xxxxxx Xxxxxx
Name: Xxxxxx
Xxxxxx
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/
Xxxxxx Xxxx
Name: Xxxxxx
Xxxx
Title: Managing
Director
SUNTRUST
BANK
By: /s/
Xxx Xxxx
Name: Xxx
Xxxx
Title: Director
WACHOVIA
BANK,
N.A.
By: /s/
Xxx Xxxxxx
Name: Xxx
Xxxxxx
Title: Director
THE
NORTHERN TRUST
COMPANY
By: /s/
Xxxxx X. Xxxxxx
Name: Xxxxx
X.
Xxxxxx
Title: Vice
President
FIFTH
THIRD BANK
(CHICAGO)
By: /s/
Xxxxxx X. Xxxxxxxx
Name: Xxxxxx
X.
Xxxxxxxx
Title: Vice
President
UBS
LOAN FINANCE
LLC
By: /s/
Xxxxxxx X. Xxxxxx
Name: Xxxxxxx
X. Xxxxxx
Title: Director
By: /s/
Xxxx X. Xxxx
Name: Xxxx
X.
Xxxx
Title: Associate
Director
U.S.
BANK NATIONAL
ASSOCIATION
By: /s/
Xxxx X. Xxxxxxxx
Name: Xxxx
X.
Xxxxxxxx
Title: Vice
President
NATIONAL
CITY BANK OF
THE MIDWEST
By: /s/
Xxxxx X. Xxxx
Name: Xxxxx
X.
Xxxx
Title: Vice
President
ISSUING
BANKS
JPMORGAN
CHASE BANK,
NATIONAL ASSOCIATION
By:/s/
Xxxxx X. Xxxxx
Name: Xxxxx
X.
Xxxxx
Title: Managing
Director