Exhibit 4.3
TRIPARTITE
AGREEMENT
UNSECURED
DEBT
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 $1,256,000,000
aggregate principal amount of the Issuer’s Exchangeable
Subordinated Debentures due 2029 ("PHONES"), CUSIP No. 896047305
(the “ Securities ”), outstanding under an
Indenture, dated as of April 1, 1999 (the “ Indenture
”), between the Issuer and Citibank (as successor to Bank of
Montreal Trust Company); and
WHEREAS, Citibank has been acting as trustee,
registrar and paying agent (collectively, " Trustee ") under
the Indenture; and
WHEREAS, Section 6.10 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 6.10 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 6.10 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;
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:
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1.
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The Issuer hereby accepts the resignation of
Citibank as Trustee and, pursuant to the authority vested in it by
Section 6.10 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, 27
th 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.
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2.
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The Issuer
represents and warrants that:
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(a)
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it is validly
organized and existing under the laws of the jurisdiction of its
incorporation;
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(b)
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the Securities
were validly and lawfully issued;
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(c)
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to its
knowledge, it has performed or fulfilled each covenant, agreement
and condition on its part to be performed or fulfilled under the
Indenture;
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(d)
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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;
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(e)
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it has not
appointed any paying agents under the Indenture other than
Citibank;
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(f)
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it will
continue to perform the obligations undertaken by it under the
Indenture; and
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(g)
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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.
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3.
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Citibank
represents and warrants to DBTCA that:
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(a)
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it has made, or
promptly will make, available to DBTCA originals or copies of all
docum
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