EXHIBIT 4.13
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FIRST SUPPLEMENTAL INDENTURE
Dated as of June 12, 2000
SUPPLEMENTING AND AMENDING
THE
INDENTURE
Dated as of January 30, 1995
Between
THE TIMES MIRROR COMPANY
AND
THE BANK OF NEW YORK
(successor to Wells Fargo Bank, N.A.,
a successor to
First Interstate Bank of California),
as Trustee
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FIRST SUPPLEMENTAL INDENTURE (this "FIRST SUPPLEMENTAL INDENTURE"), dated
as of June 12, 2000, between Tribune Company, a Delaware corporation ("TRIBUNE"
or "SUCCESSOR"), The Times Mirror Company, a Delaware corporation (the
"COMPANY"), and The Bank of New York, a national banking association duly
incorporated and existing under the laws of the United States of America
(successor to Wells Fargo Bank, N.A., a successor to First Interstate Bank of
California), as trustee (the "TRUSTEE").
R E C I T A L S
The Company has heretofore executed and delivered to the Trustee a certain
Indenture dated as of January 30, 1995, (herein called the "INDENTURE")
providing for the issuance of its 7.25% Debentures due March 1, 2013 and its
7.5% Debentures due July 1, 2023 (collectively, herein called the "SECURITIES").
All capitalized terms used in this First Supplemental Indenture and not defined
herein shall have the meanings assigned to them in the Indenture.
Pursuant to an Agreement and Plan of Merger, dated as of March 13, 2000
between the Company and Tribune, the Company has been merged with and into
Tribune effective as of the date hereof (the "MERGER") under the General
Corporation law of the State of Delaware with Tribune being the surviving
corporation.
Section 801 of the Indenture provides that in the event the Company shall
consolidate with or merge into a successor company, the successor company shall
expressly assume, by an indenture supplemental to the Indenture, executed and
delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and interest on all the Securities and the
performance or observance of every covenant of the Indenture to be performed or
observed by the Company.
Section 901(1) of the Indenture provides that a supplemental indenture may
be entered into by the Company and the Trustee without the consent of any
Holders to evidence the succession of another Person to the Company, and the
assumption by any such successor of the covenants of the Company in the
Indenture and in the Securities.
The Company has furnished the Trustee with (i) an Officers' Certificate and
(ii) an Opinion of Counsel, each stating that all conditions precedent provided
for in the Indenture with respect to this First Supplemental Indenture have been
complied with, and (iii) a copy of the Board Resolution authorizing the
execution of supplemental indentures including this First Supplemental
Indenture.
All things necessary to authorize the assumption by the Successor of the
Company's obligations under the Indenture and to make this First Supplemental
Indenture when executed by the parties hereto a valid and binding amendment of
and supplement to the Indenture have been done and performed.
NOW, THEREFORE, for and in consideration of the premises contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto do hereby mutually covenant
and agree as follows:
SECTION 1. The Successor hereby expressly assumes, from and after the
consummation of the Merger, the due and punctual payment of the principal of and
interest on all the Securities and the performance of every obligation of the
Company to be performed or observed by the Company under the Indenture.
SECTION 2. The Successor shall, from and after the consummation of the
Merger, by virtue of the aforesaid assumption and the delivery of this First
Supplemental Indenture, succeed to, and be substituted for, and may exercise
every right and power of, the Company under the Indenture with the same effect
as if the Successor had been named as the Company in the Indenture.
SECTION 3. The Successor makes and reaffirms as of the date of execution of
this First Supplemental Indenture all of the Company's representations,
warranties, covenants and agreements set forth in the Indenture.
SECTION 4. All covenants and agreements in this First Supplemental
Indenture made by the Successor shall bind its successors and assigns, whether
so expressed or not.
SECTION 5. Clause (2) of Section 105 of the Indenture is hereby amended and
restated in its entirety as follows:
(2) Tribune Company by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (except as otherwise
provided by Section 501) if in writing and mailed,
first-class postage prepaid, to the Secretary of Tribune
Company at the following address: Tribune Company, 435 North
Michigan Avenue, Chicago, Illinois 60611.
SECTION 6. This First Supplemental Indenture shall become effective on the
date the Merger becomes effective and duly executed counterparts hereof shall
have been signed by the Trustee, the Company and Tribune.
SECTION 7. In case any provision in this First Supplemental Indenture shall
be invalid, illegal or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not at any way be affected or impaired
thereby.
SECTION 8. Nothing in this First Supplemental Indenture, express or
implied, shall give to any Person, other than the parties hereto and their
successors under the Indenture and the Holders of the Securities, any benefit or
any legal or equitable right, remedy or claim under the Indenture.
SECTION 9. This First Supplemental Indenture supplements the Indenture and
shall be a part and subject to all the terms thereof. Except as supplemented
hereby, the Indenture shall continue in full force and effect.
SECTION 10. This First Supplemental Indenture shall be governed by and
construed in accordance with the laws of the State of New York.
* * * *
This First Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunder affixed and attested, all as of the day and year first above written.
TRIBUNE COMPANY, a Delaware corporation
By: /s/ Crane H. Kenney
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Name: Crane H. Kenney
Title: Senior Vice President,
General Counsel and Secretary
[SEAL]
Attest:
By: /s/ Mark W. Hianik
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Name: Mark W. Hianik
Title: Assistant Secretary
THE TIMES MIRROR COMPANY, a Delaware
corporation
By: /s/ William A. Niese
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Name: William A. Niese
Title: Vice President
and General Counsel
[SEAL]
Attest:
By: /s/
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Name:
Title:
THE BANK OF NEW YORK, as Trustee
By: /s/ Van K. Brown
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Name: Van K. Brown
Title: Assistant Vice President
[SEAL]
Attest:
By: /s/ Terence Rawlins
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Name: Terence Rawlins
Title: Assistant Vice President