0001193125-14-300860 Sample Contracts

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...
Term Loan 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.

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SEPARATION AND DISTRIBUTION AGREEMENT by and between TRIBUNE MEDIA COMPANY and TRIBUNE PUBLISHING COMPANY Dated as of August 3, 2014
Separation 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”).

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REGISTRATION RIGHTS AGREEMENT dated as of August 4, 2014 among TRIBUNE PUBLISHING COMPANY, and CERTAIN OTHER PARTIES LISTED HEREIN
Registration 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.

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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...
Abl Credit 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.

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TAX MATTERS AGREEMENT
Tax 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”).

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ABL SECURITY AGREEMENT
Abl 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.

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TRANSITION SERVICES AGREEMENT by and between TRIBUNE MEDIA COMPANY and TRIBUNE PUBLISHING COMPANY Dated as of August 4, 2014
Transition 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).

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EMPLOYEE MATTERS AGREEMENT by and between TRIBUNE MEDIA COMPANY and TRIBUNE PUBLISHING COMPANY Dated as of August 4, 2014
Employee 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”).

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TERM LOAN SECURITY AGREEMENT
Term 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”).

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TERM LOAN PLEDGE AGREEMENT
Term 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”).

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ABL GUARANTY
Abl 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”).

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ABL PLEDGE AGREEMENT
Abl Pledge Agreement • August 7th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • New York

ABL PLEDGE AGREEMENT, dated as of August 4, 2014 among TRIBUNE PUBLISHING COMPANY, a Delaware corporation (as further defined in Section 1(c), 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”).

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TERM LOAN GUARANTY
Term Loan Guaranty • August 7th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • New York

TERM LOAN GUARANTY, dated as of August 4, 2014, made among, solely with respect to the obligations of the Guarantors under Secured Hedge Agreements and Secured Cash Management Agreements, TRIBUNE PUBLISHING COMPANY, a Delaware corporation (as further defined in Section 1(d), 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”).

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CONTINUING AGREEMENT FOR STANDBY LETTERS OF CREDIT dated as of August 4, 2014 between TRIBUNE PUBLISHING COMPANY as the Company and JPMORGAN CHASE BANK, N.A., as L/C Issuer
Continuing Agreement for Standby Letters of Credit • August 7th, 2014 • Tribune Publishing Co • Newspapers: publishing or publishing & printing • New York

This CONTINUING AGREEMENT FOR STANDBY LETTERS OF CREDIT is entered into as of August 4, 2014, between Tribune Publishing Company, a Delaware corporation (as further defined in Section 1.01, the “Company”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as L/C Issuer.

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