Exhibit
10.12


[EXECUTION COPY]


INVESTOR RIGHTS AGREEMENT


by and among


TRIBUNE COMPANY,


EGI-TRB, L.L.C.


and


GREATBANC TRUST COMPANY,


solely as trustee of the


TRIBUNE EMPLOYEE STOCK
OWNERSHIP TRUST


which forms a part of the


TRIBUNE EMPLOYEE STOCK OWNERSHIP PLAN


Dated as of April 1, 2007
















INVESTOR RIGHTS
AGREEMENT


This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered
this 1st day of April, 2007, by and among Tribune Company, a Delaware
corporation (the “Company”), EGI-TRB, L.L.C., a Delaware limited
liability company (“EGI-TRB”),  and
GreatBanc Trust Company, not in its individual or corporate capacity, but
solely as trustee (the “ESOP Fiduciary”) of the Tribune Employee Stock
Ownership Trust, which forms a part of the Tribune Employee Stock Ownership
Plan (the “ESOP” and together with EGI-TRB, the “Initial Shareholders”).


W  I  T  N  E
S  S  E  T  H :


WHEREAS, concurrently herewith, EGI-TRB, the ESOP, Tesop Corporation, a
Delaware corporation (“Merger Sub”), and the Company have entered into
that certain Agreement and Plan of Merger, dated as of April 1, 2007 (the “Merger
Agreement”), pursuant to which Merger Sub, a wholly owned subsidiary of the
ESOP, will be merged with and into the Company, with the Company surviving the
Merger (the “Merger”), on the terms and subject to the conditions set forth
therein.


WHEREAS, concurrently herewith, the Company and
EGI-TRB have entered into a Securities Purchase Agreement (the “EGI Purchase
Agreement”) pursuant to which EGI-TRB has,
on the terms and subject to the conditions set forth in the EGI
Purchase Agreement, agreed to purchase (i) (a) 1,470,588  shares of Common Stock prior to
consummation of the Merger and (b) a $200 million unsecured subordinated
exchangeable promissory note in the form attached as an exhibit thereto, and
(ii) (y) a $225 million unsecured subordinated promissory note in the form
attached as an exhibit thereto and (z) a warrant to purchase 43,478,261 shares
of Common Stock of the Company immediately following consummation of the Merger
(the “Warrant”) pursuant to a warrant agreement in the form attached as
an exhibit thereto (the “Warrant Agreement”).


WHEREAS,
concurrently herewith, the ESOP Fiduciary, on behalf of the ESOP, and the
Company have entered into an Equity Purchase Agreement (the “ESOP Purchase
Agreement”) pursuant to which the ESOP  has,  on the terms and subject to the conditions
set forth in the ESOP Purchase Agreement, agreed to purchase 8,928,571  shares of Common Stock prior to
consummation of the Merger (the “ESOP Purchase”).


WHEREAS, the Company and each of the Initial Shareholders have entered
into this Agreement for purposes, among others, of (a) establishing the
composition of the Company’s board of directors (the “Board”),
(b) granting to the Shareholders (as defined herein) certain rights in
connection with the sale or transfer of Shares (as defined herein) and
(c) granting to the Shareholders certain other rights, including
information rights, with respect to the Company, in each case, upon
consummation of the Merger.


NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties (as defined herein) hereby agree
as follows:













ARTICLE I

DEFINITIONS


Section 1.1             Definitions.  When used in this Agreement, the following
terms shall have the meanings set forth below:


(a)           “Additional Financing” shall
have the meaning set forth in Section 4.4.


(b)           “Affiliate” shall mean, with
respect to a Person, another Person who, directly or indirectly, controls, is
controlled by or is under common control with such Person, including, without
limitation, any general partner, officer, director, or manager of such Person;
provided, however, that no Person for whom the ESOP Fiduciary serves as trustee
shall be deemed to be an Affiliate of the ESOP Fiduciary.


(c)           “Agreement” shall have the
meaning set forth in the Preamble.


(d)           “Annual Budget” shall have the
meaning set forth in Section 7.1.


(e)           “Board” shall have the meaning set forth in the
Recitals.


(f)            “Code” shall mean the Internal Revenue Code of
1986, as amended, and the regulations promulgated thereunder.


(g)           “Common Stock” shall mean the
common stock, par value $.01 per share, of the Company.


(h)           “Company” shall have the
meaning set forth in Preamble.


(i)            “Convertible Securities”
shall mean any evidences of indebtedness, shares or other securities directly
or indirectly convertible into or exchangeable for Common Stock, but excluding
Options.


(j)            “Effective Date” shall mean
the date of consummation of the Merger.


(k)           “EGI Purchase Agreement” shall have the meaning set
forth in the Recitals.


(l)            “EGI Transferee” shall mean
any direct or indirect Affiliate of EGI-TRB, Equity Group Investments, L.L.C.
or Samuel Zell, and any senior employee of Equity Group Investments,
L.L.C. and any direct or indirect Affiliate thereof.


(m)          “EGI-TRB” shall have the
meaning set forth in the Preamble.


(n)           “EGI-TRB Director” shall have
the meaning set forth in Section 2.1.


(o)           “ESOP” shall have the meaning
set forth in the Preamble.


(p)           “ESOP Fiduciary” shall have
the meaning set forth in the Preamble.



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(q)           “ESOP Loan Agreement” shall
mean the Loan Agreement, dated as of the date of the ESOP Purchase, by and
between the Company and the ESOP Fiduciary.


(r)            “ESOP Pledge Agreement” shall
mean the Stock Pledge Agreement, dated as of the date of the ESOP Purchase, by
and between the Company and the ESOP Fiduciary.


(s)           “ESOP Purchase” shall have the
meaning set forth in the Recitals.


(t)            “ESOP Purchase Agreement”
shall have the meaning set forth in the Recitals.


(u)           “Excluded Transactions” shall
mean (a) the issuance of shares of Common Stock, Options or Convertible
Securities as a dividend or distribution on Shares, (b) the issuance of
shares of Common Stock, Options or Convertible Securities by reason of a stock
split, split-up or other distribution on shares of Common Stock, (c) the
issuance of shares of Common Stock or Options to employees or directors of, or
consultants or advisors to, the Company or any of its subsidiaries pursuant to
a compensatory plan, agreement or arrangement approved by the Board or
(d) the issuance of shares of Common Stock or Convertible Securities upon
the exercise of Options or upon the conversion or exchange of Convertible
Securities, in each case, provided such issuance is pursuant to the terms of
such Option or Convertible Security.


(v)           “Fully-Exercising Shareholder”
shall have the meaning set forth in Section 4.2.


(w)          “General Notice” shall have the
meaning set forth in Section 4.2.


(x)            “Independent Director” shall
have the meaning set forth in the Company’s By-laws in effect from time to
time.


(y)           “Initial Directors” shall mean
the persons initially designated as directors on the Effective Date, including
the directors designated in accordance with the provisions of Section 2.1
hereof.


(z)            “Initial Shareholders” shall
have the meaning set forth in the Preamble.


(aa)         “Joinder” shall have the meaning
set forth in Section 3.6.


(bb)         “Merger” shall have the meaning
set forth in the Recitals.


(cc)         “Merger Agreement” shall have
the meaning set forth in the Recitals.


(dd)         “Merger Sub” shall have the
meaning set forth in the Recitals.


(ee)         “Option” shall mean any right,
option or warrant to subscribe for, purchase or otherwise acquire Common Stock
or Convertible Securities.


(ff)           “Other Shareholder” shall have
the meaning set forth in Section 3.2.


(gg)         “Parties” shall mean the parties to this Agreement.



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(hh)         “Permitted Transferees” shall have the meaning set
forth in Section 3.3.


(ii)           “Person” shall mean an individual, corporation,
partnership, limited liability company, association, trust, unincorporated
organization, entity or group.


(jj)           “Qualified Public Offering” shall mean a firm
commitment underwritten public offering of the Common Stock to the public with
gross proceeds to the Company of not less than $250 million, pursuant to an
effective registration statement filed under the Securities Act of 1933, as
amended.


(kk)         “Sale of the Company” shall mean either (a) a merger
or consolidation in which (i) the Company is a constituent party or (ii) a
subsidiary of the Company is a constituent party and the Company issues shares
of its capital stock pursuant to such merger or consolidation, except any such
merger or consolidation involving the Company or a subsidiary pursuant to which
the shares of capital stock of the Company outstanding immediately prior to
such merger or consolidation continue to represent, or are converted into or
exchanged for shares of capital stock that represent, immediately following
such merger or consolidation, at least a majority, by voting power, of the
capital stock of (A) the surviving or resulting corporation or (B) if the
surviving or resulting corporation is a wholly owned subsidiary of another
corporation immediately following such merger or consolidation, the parent
corporation of such surviving or resulting corporation (provided that, for
purposes of this definition, all Shares issuable upon exercise of rights,
options or warrants to subscribe for, purchase or otherwise acquire Shares or
securities convertible into Shares, which are outstanding immediately prior to
such merger or consolidation or upon conversion of convertible securities
outstanding immediately prior to such merger or consolidation shall be deemed
to be outstanding immediately prior to such merger or consolidation and, if
applicable, converted or exchanged in such merger or consolidation on the same
terms as the actual outstanding Shares are converted or exchanged), (b) the
sale, lease, transfer, exclusive license or other disposition, in a single
transaction or series of related transactions, by the Company or any subsidiary
of the Company of all or substantially all the assets of the Company and its
subsidiaries taken as a whole, or the sale or disposition (whether by merger or
otherwise) of one or more subsidiaries of the Company if substantially all of
the assets of the Company and its subsidiaries taken as a whole are held by
such subsidiary or subsidiaries, except where such sale, lease, transfer,
exclusive license or other disposition is to a wholly owned subsidiary of the
Company or (c) a Stock Sale. 
Notwithstanding the foregoing, a “Sale of the Company” shall not
include the Merger or any other transaction contemplated by the Merger
Agreement.


(ll)           “Sale Notice” shall have the meaning set forth in Section
3.2.


(mm)       “Shareholder” or “Shareholders” shall mean (and
this Agreement shall bind and create rights in) the Initial Shareholders and
any other transferee to which (a) any Shares are permitted by this Agreement to
be issued or Transferred or (b) any Warrants are assigned, in each case, in
accordance with the terms of this Agreement. 
Each of the foregoing Persons shall remain a Shareholder as long as he,
she or it continues to own Shares or Warrants in the Company.



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(nn)         “Shares” shall mean (a) the shares of Common Stock
acquired by the Initial Shareholders as a result of the Merger and the ESOP
Purchase or otherwise, (b) the shares of Common Stock issued upon conversion of
the Warrant and (c) any Common Stock issued with respect to the securities
referred to in clauses (a) and (b) by way of stock dividend or stock split or
in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization.  “Shares”
shall also include shares or other interests in any successor to the Company,
whether by merger, consolidation or otherwise.


(oo)         “Stock Sale” shall mean a transac­tion or series of
related transactions in which a Person, or a group of related Persons, acquires
from Shareholders of the Company capital stock and other voting securities
representing more than fifty percent (50%) of the out­standing voting power of
the Company.


(pp)         “Transfer” or “Transferred” shall mean to
directly or indirectly sell, assign, give, mortgage, pledge, hypothecate,
issue, bequeath or in any manner encumber or dispose of, or permit to be sold,
assigned, encumbered, attached or otherwise disposed of in any manner, whether
voluntarily, involuntarily or by operation of law, with or without
consideration other than as part of a distribution of Shares by the ESOP to a
participant of the ESOP as may be required by the terms thereof.


(qq)         “Transferring Shareholder” shall have the meaning set
forth in Section 3.2.


(rr)           “Warrant” shall have the meaning set forth in the
Recitals.


(ss)         “Warrant Agreement” shall have the meaning set forth
in the Recitals.


(tt)           “Zell Family Group” shall mean Samuel Zell and his
spouse, lineal ancestors and descendants (whether natural or adopted), and any
trust or retirement account primarily for the benefit of Samuel Zell and/or his
spouse, lineal ancestors and descendants.


ARTICLE
II

CORPORATE GOVERNANCE


Section 2.1             Size and  Composition of the Board.  Upon and following the Effective Date, each
Shareholder agrees that in any election of directors of the Company, such
Shareholder shall vote, or cause to be voted, all shares of Common Stock and
any other voting securities of the Company owned by such Shareholder, or over
which such Shareholder has voting control, and shall take all other necessary
or desirable actions within such Shareholder’s control (whether in the capacity
of a Shareholder, director, member of a Board committee or officer of the
Company or otherwise, and including, without limitation, attendance at meetings
in person or by proxy for purposes of obtaining a quorum and execution of
written consents in lieu of meetings), and the Company shall take all necessary
or desirable actions within its control (including, without limitation, calling
special Board and shareholder meetings), so that:


(a)           the Initial Directors shall serve as
directors until the third (3rd) annual election following consummation of the
Merger;



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(b)           there shall be two (2) directors
designated by EGI-TRB (each an “EGI-TRB Director”);


(c)           there shall be one (1) director who shall be the Company’s
chief executive officer; provided that if for any reason the chief executive
officer of the Company shall cease to serve in such capacity, each Shareholder
shall take all other necessary or desirable actions within such Shareholder’s
control (whether in the capacity of a Shareholder, director, member of a Board
committee or officer of the Company or otherwise, and including, without
limitation, attendance at meetings in person or by proxy for purposes of
obtaining a quorum and execution of written consents in lieu of meetings), and
the Company shall take all necessary or desirable actions within its control,
to (i) remove the former chief executive officer of the Company from the Board
if such person has not resigned as a member of the Board and (ii) elect or
appoint such person’s replacement as chief executive officer of the Company as
a director;


Section 2.2             Removal of EGI-TRB Directors.  Subject to any limitation in the Company’s
By-laws, each Shareholder agrees that it shall take all other necessary or
desirable actions within such Shareholder’s control (whether in the capacity of
a Shareholder, director, member of a Board committee or officer of the Company
or otherwise), and the Company shall take all necessary or desirable actions
within its control, to ensure that no EGI-TRB Director elected or appointed as
a member of the Board pursuant to Section 2.1 may be removed from office
unless such removal is directed or approved by EGI-TRB (in its sole and
absolute discretion).


Section 2.3             Written Consent.  All Shareholders agree to execute any written
consents required to perform the obligations under Sections 2.1 and
2.2 of this Agreement, and the Company agrees at the request of any
Party entitled to designate directors to call a special meeting of shareholders
for the purpose of electing directors.


Section 2.4             No Liability for Election or
Appointment of Recommended Directors. 
No Party, nor any Affiliate of any such Party, shall have any liability
as a result of designating a person for election or appointment as a Board
member or committee member for any act or omission by such designated person in
his or her capacity as a Board member or committee member, as applicable, nor
shall any Party have any liability as a result of voting for any such designee
in accordance with the provisions of this Agreement.


Section 2.5             Compensation of Board.  Upon and following the Effective Date, the
Company agrees to reimburse all members of the Board for their actual and
reasonable out-of-pocket expenses incurred in attending meetings of the Board
and all committees thereof, and otherwise incurred in fulfilling their duties
as Board members or committee members, as applicable, and pay such reasonable
compensation to members of the Board as the Board shall from time to time
determine.


Section 2.6             No Other ESOP Obligations.  For the avoidance of doubt, nothing in this Article
II shall require the ESOP or its participants to vote in any manner on
matters other than the election of directors.  



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Section 2.7             Termination.  Subject to Article IX, the rights of
EGI-TRB under Sections 2.1 and 2.2 shall continue for so
long as EGI-TRB and its Permitted Transferees hold in the aggregate at least
ten percent (10%) of the outstanding Shares (including for purposes of this Section
2.7, Shares subject to the Warrant) on a fully diluted basis.


ARTICLE
III

TRANSFERS


Section 3.1             Transfer of Shares.  Subject to Article VI, upon and
following the Effective Date, no Shareholder shall Transfer its Shares, except
(a) pursuant to the provisions of Section 3.2, (b) pursuant to a
Transfer of not more than two percent (2%) of the outstanding Common Stock (on
a fully diluted basis) to any transferee or (c) to a Permitted Transferee;
provided that in no event shall any Transfer of Shares pursuant to Section
3.2 be made for any consideration other than cash payable upon consummation
of such Transfer or in installments over time and no Shares may be pledged
(except for a pledge of Shares by a transferee to secure indebtedness to the
transferor thereof hereunder).  In
connection with any transfer pursuant to Section 3.2, no Shareholder
shall consummate any Transfer until thirty (30) calendar days after delivery to
the Company and the other Shareholders of such Shareholder’s Sale Notice,
unless the parties to the Transfer have been finally determined pursuant to
this Article III prior to the expiration of such thirty (30) calendar
day period.


Section 3.2             Co-Sale Rights.  Subject to Section 3.1, upon and
following the Effective Date, at least thirty (30) calendar days prior to any
Transfer of Shares, the transferring Shareholder (the “Transferring
Shareholder”) shall deliver a written notice (the “Sale Notice”) to
the Company and the other Shareholders (the “Other Shareholders”)
specifying in reasonable detail the identity of the prospective transferee(s),
the number of Shares to be Transferred and the terms and conditions of the
Transfer.  The Other Shareholders may
elect to participate in such Transfer as sellers at the same price per share
and on the same terms by delivering written notice to the Transferring
Shareholder within thirty (30)  calendar
days after delivery of the Sale Notice. 
If any Other Shareholders have elected to participate in such Transfer,
the Transferring Shareholder and such Other Shareholders shall be entitled to
sell in the contemplated Transfer, at the same price and on the same terms, a
number of Shares equal to the result of (a) an amount equal to (i) the
percentage of Shares owned by such Person (including for these purposes, in the
case of the holder of the Warrant, the Shares underlying the Warrant) divided
by (ii) the aggregate percentage of Shares owned by the Transferring
Shareholder and the Other Shareholders participating in such sale (including
for these purposes, in the case of the holder of the Warrant, the Shares
underlying the Warrant) multiplied by (b) the number of Shares to be
sold in the contemplated Transfer.


Each
Transferring Shareholder shall use reasonable best efforts to obtain the
agreement of the prospective transferee(s) to the participation of the Other
Shareholders in any contemplated Transfer, and no Transferring Shareholder
shall Transfer any of its Shares to any prospective transferee if such
prospective transferee(s) declines to allow the participation of the Other
Shareholders.  Each Shareholder
transferring Shares pursuant to this Section 3.2 shall pay its pro rata
share (based on the number of Shares to be Transferred) of the expenses
incurred by the Company and the Transferring Shareholder in connection with
such Transfer and shall be obligated to join on a pro rata basis (based on the
number of Shares to be Transferred) in any



 7
 









indemnification or other obligations that the
Transferring Shareholder agrees to provide in connection with such transfer
(other than any such obligations that relate specifically to a particular
Shareholder, such as indemnification with respect to representations and
warranties given by a Shareholder regarding such Shareholder’s title to and
ownership of Shares; provided that no holder shall be obligated in connection
with such Transfer to agree to indemnify or hold harmless the prospective
transferee(s) with respect to an amount in excess of the net cash proceeds paid
to such holder in connection with such Transfer).


Section 3.3             Permitted Transfers.  Subject to Article VI, the
restrictions set forth in this Article III shall not apply with respect
to any Transfer of Shares (a) by any Shareholder to or among its
Affiliates, (b) by EGI-TRB to or among any EGI Transferee or (c) by
EGI-TRB to or among any member of the Zell Family Group (collectively referred
to herein as “Permitted Transferees”); provided that the restrictions
contained in this Article III and Article VI shall continue
to be applicable to such Shares after any such Transfer.  Notwithstanding the foregoing, no Party
hereto shall avoid the provisions of this Agreement by making one or more
transfers to one or more Permitted Transferees and then disposing of all or any
portion of such party’s interest in any such Permitted Transferee.


Section 3.4             ESOP Provisions.  Notwithstanding anything in this Agreement to
the contrary, nothing in this Agreement shall be construed as a restriction
upon the ESOP’s ability to Transfer its Shares if such Transfer is required by
the exercise of the Trustee’s fiduciary duty to the ESOP and its participants.


Section 3.5             Transfers in Violation of
Agreement.  Any Transfer or attempted
Transfer of any Shares in violation of any provision of this Agreement shall be
void, and the Company shall not record such Transfer on its books or treat any
purported transferee of such Shares as the owner of such shares for any
purpose.


Section 3.6             Joinder.  Upon and following the Effective Date, prior
to Transferring any Shares (other than pursuant to a Qualified Public Offering
or Sale of the Company) to any Person, the Transferring Shareholder shall cause
the prospective transferee to be bound by this Agreement and to execute and
deliver to the Company and the other Shareholders a joinder in the form of Exhibit
A hereto (a “Joinder”).


Section 3.7             Legend.  Upon and following the Effective Date, each
certificate evidencing Shares and each certificate issued in exchange for or
upon the transfer of any Shares (if such shares remain Shares after such
transfer) shall be stamped or otherwise imprinted with a legend in
substantially the following form:


“The securities represented by this certificate are
subject to an Investor Rights Agreement dated as of April 1, 2007, among
the issuer of such securities (the “Company”) and certain of the Company’s
shareholders, as amended and modified from time to time.  A copy of such Investor Rights Agreement
shall be furnished without charge by the Company to the holder hereof upon
written request.”



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The Company shall
imprint such legend on certificates evidencing Shares outstanding as of the
date hereof.  The legend set forth above
shall be removed from the certificates evidencing any shares which cease to be
Shares hereunder.


Section 3.8             Further Assurances.  The parties hereto agree that, to the extent
the exercise of any rights or the enforcement of any obligations of any party
hereto requires the prior consent of the Federal Communications Commission to a
transfer of control of the Company pursuant to law then in effect, the parties
hereto shall cooperate fully in obtaining all necessary prior approval prior to
the taking of any action that would constitute or be deemed to effect a
transfer of control of the Company requiring such prior approval.


Section 3.9             Termination.  Subject to Articles VI and IX,
the restrictions on the Transfer of Shares set forth in this Article III
shall terminate upon the earlier to occur and shall not be applicable to
Transfers occurring as part of (a) a Qualified Public Offering and (b) a Sale
of the Company.


ARTICLE IV

PRE-EMPTIVE RIGHTS


Section 4.1             General.  Subject to the terms and conditions specified
in this Article IV, and applicable securities laws, the Company hereby
grants to the Shareholders a right of first offer with respect to sales by the
Company of its Shares following the Effective Date, as follows:


Section 4.2             Procedures.  Following the Effective Date, each time the
Company proposes to offer any Shares, the Company shall first make an offering
of such Shares to each Shareholder in accordance with the following provisions:


(a)           The Company shall deliver a written notice (“General
Notice”) to the Shareholders stating (i) its bona fide intention to offer
such Shares, (ii) the number of such Shares to be offered and (iii) the price
and terms upon which it proposes to offer such Shares.


(b)           By written notification received by the Company within ten
(10) calendar days after the giving of the General Notice, each Shareholder may
elect to purchase, at the price and on the terms specified in the General
Notice, up to that portion of such Shares that equals the proportion that the
number of Shares then held by such Shareholder (including for these purposes,
in the case of the holder of the Warrant, the Shares underlying the Warrant)
bears to the total number of Shares then outstanding (including the Shares
underlying the Warrant).  The Company
shall promptly, in writing, inform each Shareholder that elects to purchase all
the Shares available to it (a “Fully-Exercising Shareholder”) of any
other Shareholder’s failure to do likewise. 
During the ten (10) calendar day period commencing after such
information is given, each Fully-Exercising Shareholder may elect to purchase
up to that portion of the Shares for which Shareholders were entitled to
subscribe, but which were not subscribed for by the Shareholders, that is equal
to the proportion that the number of Shares then held by such Fully-Exercising
Shareholder (including for these purposes, in the case of the holder of the
Warrant, the Shares underlying the Warrant) bears to the total number of Shares
then held by all Fully-Exercising Shareholders who wish to purchase some of the
unsubscribed Shares (including for these purposes, in the case of the holder of
the Warrant, the Shares underlying the Warrant).



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(c)           If
all Shares that the Shareholders are entitled to obtain pursuant to Sections
4.2(a) and (b) are not elected to be obtained as provided in Sections
4.2(a) and (b) hereof, the Company may, subject to Article VI,
during the ninety (90) calendar day period following the expiration of the
period provided in Sections 4.2(a) and (b) hereof, offer the
remaining unsubscribed portion of such Shares to any Person or Persons at a
price not less than that, and upon terms no more favorable to the offeree than
those, specified in the General Notice. 
If the Company does not enter into an agreement for the sale of the
Shares within such period, or if such agreement is not consummated within
ninety (90) calendar days of the execution thereof, the right provided hereunder
shall be deemed to be revived and such Shares shall not be offered unless first
reoffered to the Shareholders in accordance with this Section 4.2.


Section 4.3             Limitations.  The rights provided in this Article IV
shall not be applicable to Shares issued in any Excluded Transaction.  In addition to the foregoing, the right of
first offer in this Article IV shall not be applicable with respect to
any Shareholder in any subsequent offering of Shares if (a) at the time of such
offering, the Shareholder is not an “accredited investor,” as that term is then
defined in Rule 501(a) of the Securities Act of 1933, as amended, and (b) such
offering of Shares is otherwise being offered only to accredited investors.


Section 4.4             Additional
Financing.  The Company shall use
reasonable best efforts to lend to the ESOP under a note sufficient funds to
permit the ESOP to exercise its preemptive rights in full pursuant to this Article IV
(an “Additional Financing”); provided, however, that the Company shall
have no obligation to provide the Additional Financing (a) if providing
such Additional Financing would violate any covenant or other obligation in
respect of then-outstanding indebtedness or (b) the Board reasonably
determines that providing such Additional Financing would adversely affect in a
material manner the Company’s business plans and objectives, financial position
or results of operations.  The Company
shall be deemed to have satisfied its obligations under this Section 4.4
if it shall have offered such Additional Financing on terms substantially
similar to or more favorable than existing loan obligations between the Company
and the ESOP.


Section 4.5             Termination.  Subject to Article IX, the covenants
set forth in this Article IV shall terminate upon the earlier to occur
and shall not be applicable to Transfers occurring as part of (a) a Qualified
Public Offering or (b) a Sale of the Company.


ARTICLE V


RESTRICTIVE COVENANTS


The Company hereby covenants and agrees that,
from and after the Effective Date, it shall not, without the prior approval or
prior written consent of a majority of the Board, which majority shall include
a majority of the Independent Directors and one EGI-TRB Director, enter into any transaction, contract, agreement or
arrangement to:


(a)           amend,
alter or repeal any provision of the Certificate of Incorporation or By-laws of
the Company;


(b)           create,
or authorize the creation of, or issue or obligate itself to issue shares of,
any additional class or series of capital stock other than shares issued and
sold to the 



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ESOP at fair market value solely for purposes of maintaining its 51%
equity ownership of the Company, on a fully diluted basis;


(c)           liquidate,
dissolve or wind-up the business and affairs of the Company, or consent to any
of the foregoing;


(d)           purchase
or redeem (or permit any subsidiary to purchase or redeem) or pay or declare
any dividend or make any distribution on, any shares of capital stock of the
Company other than (i) repurchases of stock from former employees, officers,
directors, consultants or other Persons who performed services for the Company
or any subsidiary in connection with the cessation of such employment or
service, (ii) dividends or distributions necessary to enable the ESOP to make
all payments due under the terms of the ESOP Loan Agreement as they come due
and (iii) repurchases of stock from the ESOP as required by the terms of the
ESOP plan document;


(e)           engage
in transactions with Affiliates other than in their capacity as a stockholder,
director, officer or employee of the Company, including any transaction,
contract, agreement or arrangement between the ESOP and the Company, or any
amendment or waiver thereof, other than this Agreement, the Merger Agreement,
the ESOP Purchase Agreement, the ESOP Loan Agreement and the ESOP Pledge
Agreement, and the transactions contemplated thereby;


(f)            make, or permit any subsidiary to make, any loan or
advance to, any subsidiary or other corporation, partnership or other entity
unless it is wholly owned by the Company;


(g)           make, or permit any subsidiary to make, any loan or
advance to any Person, including, without limitation, any employee or director
of the Company or any subsidiary, except (i) advances and similar expenditures
in the ordinary course of business or under the terms of an employee stock or
option plan approved by the Board, (ii) notes that may be issued by the Company
to participants of the ESOP under the terms of the ESOP and
(iii) financing provided to the ESOP pursuant to Section 4.4;


(h)           guarantee, directly or indirectly, or permit any
subsidiary to guarantee, directly or indirectly, any indebtedness except for
trade accounts of the Company or any subsidiary arising in the ordinary course
of business;


(i)            incur any aggregate indebtedness in excess of $250
million that is not already included in the Annual Budget approved by the
Board, other than trade credit incurred in the ordinary course of business;


(j)            acquire any assets or securities of any Person in a
transaction resulting in payments by the Company in an aggregate amount in
excess of $250 million;


(k)           sell, assign, license, pledge or encumber any assets
of the Company for an amount in excess of $250 million;



 11
 









(l)            enter into any corporate strategic relationship
involving the payment, contribution, or assignment by the Company or to the
Company of money or assets greater than $250 million;


(m)          change the fiscal year of the Company; or


(n)           elect not to qualify, or continue to qualify as an S
corporation.


ARTICLE VI


S CORPORATION COVENANTS


Section 6.1             Election
of S Corporation Status.  The Company
and the Shareholders agree to take all actions necessary to enable and allow
the Company to elect, and maintain an election, to be treated as an S
corporation under the Code as soon as reasonably practicable following the Effective
Date (but, in any event, not later than the first day of the Company’s fiscal
year immediately following the fiscal year in which the Effective Date
occurs).  The Company shall elect the
calendar year as its fiscal year in connection with its election of
S corporation status.


Section 6.2             Change
of Shareholder Status.  Neither the
Company nor any Shareholder may cause or effect a change in the status of a
Shareholder or related party that would cause (i) the Shareholder to
become an ineligible S corporation holder, (ii) the Company to become
ineligible for S corporation status or (iii) the S corporation status of
the Company to terminate.


Section 6.3             Exercise
of a Warrant.  For so long as the
Company maintains its status as an S corporation, no Shareholder may exercise a
Warrant if, as a result of such exercise, the Company becomes ineligible for S
corporation status.


Section 6.4             Shareholder
Acknowledgment of S Corporation Status. 
Each Shareholder acknowledges that a termination of the Company’s status
as an S corporation by reason of a Transfer of Shares or the exercise of a
Warrant in violation of this Article VI or a change of status pursuant
to Section 6.2 may cause material adverse tax effects to the other
Shareholders.  For this reason, any Shareholder
who contemplates a Transfer of Shares, an exercise of a Warrant or a change of
status pursuant to Section 6.2 agrees to advise the Company at least
thirty (30) days (or such shorter period as the Company may agree) in advance
of any such Transfer, exercise or change of status, so that the Company may
take action to preserve its status as an S corporation.  Each Shareholder agrees that any such
Transfer, exercise or change of status that causes the Company to become
ineligible for S corporation status may and should be enjoined.


Section 6.5             Inadvertent
Termination.  If the Company’s status
as an S corporation is terminated inadvertently and the Company wishes to
obtain a ruling under Section 1362(f), or a successor provision, of the
Code, each Shareholder agrees to make any adjustments required pursuant to
Section 1362(f)(4), or a successor provision, of the Code and approved by the
Board.  A Shareholder’s obligation to
make such adjustments shall continue after the Shareholder has ceased to own
Shares in the Company and after this Agreement has terminated.


Section 6.6             Further
Assurances.  Each Shareholder agrees
to take all actions necessary to enable and allow the Company to elect, and
maintain an election, to be treated as an 



 12
 









S corporation under the Code, including, without limitation,
consenting to the election pursuant to Section 1362 of the Code.


Section 6.7             Transfer
Restrictions Relating to the Company’s Status as an S corporation.


(a)           Notwithstanding
anything to the contrary in this Agreement, upon and after the Effective Date,
no Shareholder may Transfer and no Person may acquire, the legal, economic or
beneficial ownership of, or any other interest in, any Share if such Transfer
or acquisition would cause the Company to become ineligible for S corporation
status or would cause the S corporation status of the Company to terminate, as
applicable, under the provisions of the Code as in effect at the time of the
purported Transfer (as a result of the status of the proposed transferee, the
number of shareholders of the Company, or otherwise).


(b)           Notwithstanding
anything to the contrary in this Agreement, upon and after the Effective Date,
no Transfer of Shares shall be permitted, and no purported Transfer shall be
effective, unless and until (i) the Shareholder desiring to Transfer Shares
shall have provided the Company, within a reasonable time prior to the proposed
Transfer, with a statement regarding the identity of the proposed transferee
sufficient to satisfy the Company that the transferee is a person that is
eligible to be a shareholder of an S corporation and the Transfer will not
result in an increase in the number of Shareholders of the Company such that it
destroys S corporation status, (ii) if the proposed transferee is a
trust, (A) the Company has received, within a reasonable time prior to the
proposed Transfer, copies of all relevant trust documents, (B) the Company has,
at its option and at the sole expense of the Shareholder, obtained a private
letter ruling from the Internal Revenue Service or an opinion of the Company’s
counsel or, to the extent the Company reasonably determines it to be necessary,
of the Shareholder’s counsel acceptable to the Company, providing, in form and
substance acceptable to the Company, that the Transfer to the trust will not
adversely affect the Company or any of its Shareholders under Subchapter S
of the Code and (C) any persons treated as shareholders of the Company (as
determined under Section 1361 of the Code) agree to be bound by the provisions
of this Agreement as if they were a Shareholder and enter into such agreements
and make such representations or warranties as the Company shall request in
connection therewith, (iii) the Company has provided written notice to the
Shareholder and the transferee that the requirements of clause (i) or (ii)
above have been satisfactorily met and (iv) the transferee has executed a
Joinder.


(c)           Notwithstanding
anything to the contrary in this Agreement, upon and after the Effective Date,
any purported Transfer or acquisition of Shares in violation of any of the
covenants and restrictions of this Article VI shall be null and void ab
initio. The purported transferee shall have no interest in any of the Shares
purported to be transferred, shall not be deemed a Shareholder, and shall not
be entitled to receive a new stock certificate for Shares or any dividends or
other distributions on or with respect to the Shares. Each Shareholder agrees
that any such Transfer or acquisition may and should be enjoined.


(d)           No
more than twenty (20) members of the Zell Family Group may hold Shares at any
given time.  For purposes of this Section 6.7(d),
all members of the Zell Family 



 13
 









Group that are treated as a single shareholder pursuant to
Section 1361(c)(1) of the Code shall be treated as a single member of the
Zell Family Group.


Section 6.8             Termination.  This Article VI shall terminate and no
longer apply if the Board determines that the Company shall not elect to
qualify, or continue to qualify, as an S corporation.


ARTICLE VII


INFORMATION, INSPECTION AND
VISITATION RIGHTS


Section 7.1             Information
Rights.  Upon and following the
Effective Date, any Shareholder owning ten percent (10%) or more of the Company’s
outstanding Common Stock (including the Warrant) shall have the right to
receive, and the Company shall provide, copies of the same financial reporting
information that the Company shares with senior management and its Board.  As soon as reasonably practicable, but in any
event within thirty (30) calendar days of the end of each month, the Company
shall provide unaudited  revenue and
expense information for each of the publishing and broadcasting &
entertainment groups and all significant business units within each of those
groups for the one-month prior and year-to-date periods then ended,  As soon as reasonably practicable, but in any
event within sixty (60) calendar days of the end of each quarter, the Company
shall provide unaudited consolidated operating data, including, consolidated
statements of income, consolidated summaries of cash flows and equity
income/loss, select financial information for each of the publishing and
broadcasting & entertainment groups and select capital expense and balance
sheet data.  As soon as reasonably
practicable, but in any event within one hundred eighty (180) calendar days
after the end of each fiscal year of the Company, the Company shall provide to
each such Shareholder (i) an income statement for such year and the prior
year, (ii) a balance sheet, as of the end of such year and the prior year,
(iii) a statement of stockholders’ equity, as of the end of such year and
the prior year, and (iv) a statement of cash flows for such year and the
prior year, such year-end financial reports to be in reasonable detail,
prepared in accordance with general accepted accounting principles, and audited
and certified by independent public accountants of nationally recognized
standing selected by the Company.  The
Company shall also provide as soon as practicable, an annual budget and
operating plan (the “Annual Budget”) for the next fiscal year, prepared
on a monthly basis, including balance sheets, income statements and statements
of cash flows for such months and such other information relating to the
financial condition, prospects, business or corporate affairs of the Company as
management and the Board shall deem appropriate; provided, however, that
the Company shall not be obligated under this Section 7.1 to
provide information (A) that it reasonably considers to be a trade secret
or similar confidential information (unless covered by an enforceable
confidentiality agreement, in form acceptable to the Company) or (B) would
adversely affect the attorney-client privilege between the Company and its
counsel.


Section 7.2             Inspection
and Visitation Rights.  Upon and
following the Effective Date, the Company shall permit each Shareholder owning
ten percent (10%) or more of the Company’s outstanding Common Stock (including
the Warrant) and such Shareholder’s accountants and counsel, at such
Shareholder’s expense, to visit and inspect the Company’s properties, to
examine its books of account and records and to discuss the Company’s affairs,
finances and accounts with its officers, all at such reasonable times as may be
requested by such Shareholder; 



 14
 









provided, however, that the Company shall not be obligated pursuant to
this Section 7.2 to provide access to any information (a) that
it reasonably considers to be a trade secret or similar confidential
information (unless covered by an enforceable confidentiality agreement, in form
acceptable to the Company) or (b) would adversely affect the attorney-client
privilege between the Company and its counsel.


Section 7.3             Termination.  The obligations set forth in this Article
VII shall terminate upon the earlier to occur and shall not be applicable
to Transfers occurring as part of (a) a Qualified Public Offering or (b) a
Sale of the Company.


ARTICLE VIII


REPRESENTATIONS


Section 8.1             Shareholder
Representations.  Each Shareholder
individually represents and warrants as follows:


(a)           No
Other or Conflicting Arrangements. 
Except for this Agreement, a voting agreement in connection with the
Merger, the Merger Agreement, the EGI Purchase Agreement and the ESOP Purchase
Agreement, it has not entered into any other voting trust, buy-sell, shareholder
or other agreement relating to the Shares, or any arrangement, understanding or
restriction with respect to the voting of the Shares, and no proxy, power of
attorney or other authorization has been granted relating to the Shares.  Other than the Warrant Agreement, such
Shareholder is not a party to any option, warrant, purchase right or other
contract, commitment or arrangement that could require a disposition of any
Shares or the Warrant by such Shareholder or a Transfer of Shares or the
Warrant to any Person that would cause the S corporation status of the
Company to terminate.  Other than
pursuant to this Agreement, the Warrant Agreement and the ESOP Pledge
Agreement, there are no restrictions on rights of disposition or pledge, charge
or other encumbrance or restriction pertaining to such Shareholder’s Shares or
the Warrant.


(b)           Power
and Authority.  The Shareholder has
all requisite power and authority to enter into this Agreement and to perform
its obligations hereunder.


(c)           Binding
Effect.  The Agreement has been duly
executed and delivered by such Shareholder and is a valid and binding agreement
of such Shareholder, enforceable against such Shareholder in accordance with
its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to creditors’ rights generally and by
equitable principles to which the remedies of specific performance and
injunctive and similar forms of relief are subject.


Section 8.2             Company
Representations.  The Company
represents and warrants as follows:


(a)           Power
and Authority.  The Company has all
requisite corporate power and authority to enter into this Agreement and to
perform its obligations hereunder.


(b)           Binding
Effect.  The Agreement has been duly
executed and delivered by the Company and is a valid and binding agreement of
the Company, enforceable against the 



 15
 









Company in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to creditors’ rights generally and by equitable principles to
which the remedies of specific performance and injunctive and similar forms of
relief are subject.


ARTICLE IX


TERMINATION


Section 9.1             Automatic
Termination.  This Agreement shall be
terminated if (i) at any time, there is only one Shareholder, (ii) a
Qualified Public Offering shall be consummated, (iii) the Company shall be
declared to be bankrupt under federal law, make an assignment for the benefit
of creditors or otherwise be found insolvent, (iv) the Company shall
dissolve or wind up its affairs or (v) the Merger Agreement is terminated
in accordance with its terms.


Section 9.2             Optional
Termination.  This Agreement may be
terminated at any time by the mutual written consent of the Parties hereto.


Section 9.3             Effect
of Termination.  From and after a
termination in accordance with Section 9.1 or 9.2, this
Agreement shall become null and void and of no further force and effect, except
for  Sections
10.2, 10.3, 10.8 and 10.13. 
The termination of this Agreement shall not affect any rights or
obligations that shall have arisen or accrued prior the date of termination.


ARTICLE X


MISCELLANEOUS


Section 10.1           No
Other Agreements; Notice.  No
Shareholder shall enter into any other voting, buy-sell, shareholder or other
agreement relating to the Shares that conflicts in any way with this Agreement
without the prior written consent of the other Shareholder or Shareholders.


Section 10.2           Confidentiality;
Announcements.  Except as
contemplated by this Agreement or as may otherwise be required by law, the
Parties shall keep the existence and terms of this Agreement confidential.  A copy of this Agreement shall be filed with
the Secretary of the Company and kept with the records of the Company.


Section 10.3           Specific
Performance.  The Parties hereby
acknowledge and agree that the failure of any Party to perform its agreements
and covenants hereunder shall cause irreparable injury to the other Parties for
which damages, even if available, shall not be an adequate remedy.  Accordingly, each Party hereby consents, in
addition to and not in lieu of monetary damages and other relief, to the
issuance of injunctive relief to compel performance of such Party’s obligations
and to the granting of the remedy of specific performance of its obligations
hereunder.


Section 10.4           Notices.  Any notice given pursuant to this Agreement
shall be in writing and delivered personally, sent by reputable, overnight
courier service (charges prepaid), sent by registered or certified mail,
postage prepaid, or by facsimile, and addressed to the last known address of
the Shareholder set forth on the books and records of the Company.  Such notice shall be deemed to have been
given and shall be effective: at the time delivered by hand, if personally
delivered; one business day after being sent, if sent by reputable, overnight
courier service; at the 



 16
 









time received, if sent by registered or certified mail; and at the time
when confirmation of successful transmission is received by the sending
facsimile machine, if sent by facsimile.


Section 10.5           Assignment;
Third Party Beneficiaries.  Except in
connection with a Transfer of Shares permitted by this Agreement, neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any of the Parties hereto (whether by operation of law or
otherwise) without the prior written consent of the other Parties.  Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of each of the Shareholders and
their respective permitted successors and assigns.  Notwithstanding anything contained in this
Agreement to the contrary, nothing in this Agreement, express or implied, is
intended or shall be construed to confer upon or give to any Person, other than
the Parties to this Agreement and their respective successors and assigns, or
other Persons who become bound by the terms of this Agreement, any rights or
remedies under or by reason of this Agreement.


Section 10.6           Amendment;
Waiver.  This Agreement may be
amended, modified, waived or altered only in a writing signed by the Parties
hereto.  The failure of a Party to insist
upon the performance of any provision hereof shall not constitute a waiver of,
or estoppel against, assertion of the right to require such performance, nor
shall a waiver or estoppel in one case or instance imply a waiver or estoppel
with respect to any other case or instance, whether of similar nature or
otherwise.


Section 10.7           Descriptive
Headings.  The descriptive headings
of this Agreement are inserted for convenience only and shall not constitute a
part of this Agreement.


Section 10.8           Expenses.  Each Party shall bear its own costs and
expenses in connection with the negotiation, execution and performance of this
Agreement.


Section 10.9           Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of
applicable law or public policy, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any Party.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the Parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the Parties as closely as possible in an acceptable
manner to the end that transactions contemplated hereby are fulfilled to the
extent possible.


Section 10.10         Further
Assurances.  The Parties agree to
cooperate fully in the execution, acknowledgment and delivery of all
instruments, agreements and other papers and to take such other actions as may
be necessary to further carry out and fully accomplish the intent and purposes
of this Agreement, including, without limitation, any amendment of the
Certificate of Incorporation or By-laws of the Company.


Section 10.11         Construction.  The Parties have participated jointly in the
negotiation and drafting of this Agreement. 
If any ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the Parties and no
presumption or burden of proof shall arise favoring or disfavoring any Party by
virtue of the authorship of any of the 



 17
 









provisions of this Agreement. 
Wherever in this Agreement a singular word appears, it shall also
include the plural wherever required by the context, and vice versa.  Wherever in this Agreement a masculine,
feminine or neutral pronoun appears, it shall also include each other gender
wherever required by the context.


Section 10.12         Entire
Agreement.  This instrument contains
the entire understanding and agreement among the Parties concerning the subject
matter of this Agreement, and this Agreement supersedes all prior and
contemporaneous understandings, agreements, covenants, negotiations and
representations concerning the subject matter of this Agreement, whether
written or oral.


Section 10.13         Governing
Law.  This Agreement and the rights
of the Parties hereunder shall be governed by and interpreted in accordance
with the laws of the State of Delaware, without giving effect to any laws or
principles of conflicts of laws that would cause the laws of any other jurisdiction
to apply.


Section 10.14         Counterparts;
Facsimile.  This Agreement and any
amendments hereto may be executed in one or more counterparts, each of which
shall be deemed an original and all such counterparts shall constitute one and
the same instrument.  Any executed
counterpart delivered by facsimile or other means of electronic transmission
shall be deemed an original for all purposes.


Section 10.15         Effectiveness
as to the Company.  This Agreement shall not become effective as to
the Company unless and until the Effective Date shall have occurred.


[SIGNATURE PAGE FOLLOWS]


 



 18














 


IN WITNESS
WHEREOF, the Parties hereto have executed this Agreement on the date first
written above.


 


	
  EGI-TRB, L.L.C.

  	
   

  	
  GREATBANC TRUST COMPANY, not in its

  individual or corporate capacity, but solely as

  ESOP Fiduciary of the TRIBUNE EMPLOYEE

  STOCK OWNERSHIP TRUST, which forms a

  part of the TRIBUNE EMPLOYEE STOCK

  OWNERSHIP PLAN 

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Philip G. Tinkler

  	
   

  
	
  Name:

  	
  Philip G. Tinkler 

  	
   

  
	
  Title:

  	
  Vice 
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Marilyn H. Marchetti

  
	
   

  	
   

  	
  Name:

  	
  Marilyn H. Marchetti 

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President   

  
	
   

  	
   

  	
   

  
	
  TRIBUNE COMPANY  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Dennis J. FitzSimons 

  	
   

  	
   

  
	
  Name:

  	
  Dennis J. FitzSimons 

  	
   

  	
   

  
	
  Title:

  	
  Chairman, President and Chief Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



Signature
Page to Investor Rights Agreement











INVESTOR
RIGHTS AGREEMENT


Joinder


The undersigned is
executing and delivering this Joinder pursuant to that certain Investor Rights
Agreement, dated as of April 1, 2007 (as the same may be hereafter
amended, the “Investor Rights Agreement”), by and among Tribune Company,
a Delaware corporation (the “Company”), EGI-TRB, L.L.C., a Delaware
limited liability company,  and
GreatBanc Trust Company, not in its individual or corporate capacity, but
solely as trustee of the Tribune Employee Stock Ownership Trust, which forms a
part of the Tribune Employee Stock Ownership Plan.


By executing and
delivering this Joinder to the Company, the undersigned hereby agrees to become
a party to, to be bound by, and to comply with the provisions of the Investor
Rights Agreement in the same manner as if the undersigned were an original
signatory to the Investor Rights Agreement.


Accordingly, the
undersigned has executed and delivered this Joinder this      
day of                 ,
20   .


 


	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
  Name: