Exhibit 4.5
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 $84,960,000
aggregate principal amount of the Issuer’s
6.61% Debentures due September 15, 2027, CUSIP No. 887364AF4, and
$148,000,000 aggregate principal amount of the
Issuer’s 7-1/4% Debentures due November 15, 2096, CUSIP No.
887360AT2 (collectively, the “ Securities
”), outstanding under an Indenture, dated as of March 19,
1996, as supplemented by the First Supplemental Indenture, dated as
of October 19, 1999 and the Second Supplemental Indenture, dated as
of June 12, 2000 (collectively, the "Indenture"), between the
Issuer (as successor to The Times Mirror Company) and Citibank;
and
WHEREAS, Citibank has been acting as trustee,
registrar and paying agent (collectively, " Trustee ") under
the Indenture; and
WHEREAS, Section 610 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 610 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 610 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 610 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 deli
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