AMENDMENT NO. 2
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, 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
