Exhibit
10.13


[EXECUTION COPY]


VOTING
AGREEMENT


THIS VOTING AGREEMENT (this “Agreement”) is
made and entered into this 1st day of April, 2007 by and between Tribune
Company, a Delaware corporation (the “Company”), and each of Chandler
Trust No. 1 and Chandler Trust No. 2 (Chandler Trust No. 1 and Chandler Trust
No. 2 collectively being the “Shareholders”).


WHEREAS, concurrently herewith, 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 (the “ESOP”), Tesop Corporation, a
Delaware corporation wholly owned by the ESOP (“Merger Sub”), and the
Company have entered into an Agreement and Plan of Merger (as amended from time
to time, the “Merger Agreement”) (unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed thereto in the
Merger Agreement) pursuant to which the ESOP will acquire the Company by
merging Merger Sub with and into the Company (the “Merger”), with the
Company surviving the Merger as the surviving corporation (the “Surviving
Corporation”);


WHEREAS, the Company, EGI-TRB, L.L.C. (“EGI-TRB”)
and Samuel Zell have concurrently herewith entered into that certain Securities
Purchase Agreement, dated April 1, 2007 (the “EGI-TRB Purchase Agreement”),
pursuant to which EGI-TRB will purchase from the Company, (i) as soon as
practicable following the execution and delivery of the EGI-TRB Purchase
Agreement, (a) newly-issued shares of the Company’s common stock, par value
$0.01 per share (the “Company Common Stock”), and (b) an unsecured
subordinated exchangeable promissory note, and (ii) immediately following
the consummation of the Merger, (x) an unsecured subordinated promissory
note and (y) warrants to purchase shares of Company Common Stock;


WHEREAS, concurrently herewith, the ESOP and the
Company have entered into an ESOP Purchase Agreement (as amended from time to
time, 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 shares of Company Common Stock;


WHEREAS, as of the date hereof, each Shareholder is
the record and beneficial owner of, and has the sole right to vote and dispose
of, that number of shares of Company Common Stock (such shares, together with
any other capital stock of the Company acquired by such Shareholder after the
date hereof whether acquired directly or indirectly, upon the exercise of options,
conversion of convertible securities or otherwise, being collectively referred
to herein as the “Shares”) set forth on Attachment A hereto;


WHEREAS, concurrently herewith and as a condition to
the Shareholders’ execution of this Agreement, the Company and the Shareholders
have entered into a Registration Rights Agreement (as amended from time to
time, the “Registration Rights Agreement”) pursuant to which the Company
has granted the Shareholders certain registration rights with respect to the
Shares; and


WHEREAS, obtaining appropriate shareholder approval is
a condition to the consummation of the Merger and certain of the other
transactions contemplated by the Merger Agreement.













NOW, THEREFORE, in consideration of the foregoing, the
mutual covenants and agreements set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:


ARTICLE I


VOTING


Section 1.1             Agreement
to Vote.  Each Shareholder
irrevocably and unconditionally hereby agrees that from and after the date
hereof until the earlier of (a) the Effective Time and (b) any date
of termination of the Merger Agreement in accordance with its terms (the “Expiration
Time”), at any meeting (whether annual or special and each adjourned or
postponed meeting) of the Company’s shareholders, however called, or in
connection with any written consent of the Company’s shareholders, each
Shareholder will (i) appear at such meeting or otherwise cause its Owned
Shares (as defined below) to be counted as present thereat for purposes of
calculating a quorum and (ii) vote or cause to be voted (including by
written consent, if applicable) all of such Shareholder’s Shares beneficially
owned by such Shareholder as of the relevant time (the “Owned Shares”),
(A) for approval and adoption of the Merger Agreement and the transactions
contemplated by the Merger Agreement, (B) against any Alternative
Proposal, without regard to the terms of such Alternative Proposal, or any
other proposal made in opposition to adoption of the Merger Agreement or in
competition or inconsistent with the Merger and the other transactions
contemplated by the Merger Agreement, (C) against any agreement, amendment
of any agreement (including the Company’s certificate of incorporation or
by-laws), or any other action that is intended or would reasonably be expected
to prevent, impede, or, in any material respect, interfere with, delay,
postpone or discourage the transactions contemplated by the Merger Agreement, other
than those specifically contemplated by this Agreement, the Merger Agreement or
the other agreements contemplated thereby and (D) against any action,
agreement, transaction or proposal that would result in a breach of any
representation, warranty, covenant, agreement or other obligation of the
Company in the Merger Agreement, the EGI-TRB Purchase Agreement or the ESOP
Purchase Agreement.


Section 1.2             Restrictions
on Transfers.  The Shareholders
hereby agree that, from the date hereof until the Expiration Time, they shall
not, 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 (collectively, “Transfer”), Owned Shares in an aggregate
of five percent (5%) of the Company’s outstanding Common Stock in a single
Transfer or series of related Transfers to a third party other than Goldman
Sachs & Co. (“Goldman Sachs”) or another financial intermediary as
nominee, underwriter or otherwise for further distribution thereof, unless as a
condition to any such Transfer or Transfers, the transferee or transferees shall
execute an agreement that contains the same substantive covenants regarding
voting and the granting of a proxy as are contained in this Agreement (except
to reflect the change of the Shareholder).


Section 1.3             Irrevocable
Proxy.  Each Shareholder hereby
revokes any and all previous proxies granted with respect to his, her or its
Owned Shares.  Subject to the last two
sentences of this Section 1.3, upon the request of the Company and subject
to applicable law, each Shareholder shall, or shall use its reasonable efforts
to cause Goldman Sachs as the nominee of the Shareholders to, irrevocably
appoint the Company or its designee as such Shareholder’s



 2
 









proxy, to vote (or cause to be voted) his,
her or its Owned Shares in favor of approval of the Merger Agreement, the
Merger and the other transactions contemplated by the Merger Agreement, as
applicable, and subject to and otherwise in accordance with Section 1.1
hereof.  Such proxy shall be irrevocable
and coupled with an interest and shall be granted in consideration of the
Company entering into the Registration Rights Agreement.  In the event that Goldman Sachs for any
reason fails to irrevocably appoint the Company or its designee as such
Shareholder’s proxy in accordance with this Section 1.3, such Shareholder
shall cause Goldman Sachs to vote his, her or its Owned Shares in accordance
with Section 1.1 hereof.  In the
event that any Shareholder or Goldman Sachs fails for any reason to vote his,
her or its Owned Shares in accordance with the requirements of Section 1.1
hereof, then the Company or its designee shall have the right to vote such
Shareholder’s Owned Shares in accordance with Section 1.1.  Subject to applicable law, the vote of the
Company or its designee shall control in any conflict between the vote by the
Company or its designee of such Shareholder’s Owned Shares and a vote by such
Shareholder (or Goldman Sachs on behalf of such Shareholder) of his, her or its
Owned Shares.  Notwithstanding the
foregoing, the proxy granted by each Shareholder and/or Goldman Sachs shall be
automatically revoked upon termination of this Agreement in accordance with its
terms.


Section 1.4             Inconsistent
Agreements.  Each Shareholder hereby
agrees that he, she or it shall not enter into any agreement, contract or understanding
with any person prior to the termination of the Merger Agreement directly or
indirectly to vote, grant a proxy or power of attorney or give instructions
with respect to the voting of such Shareholder’s Owned Shares in any manner
which is inconsistent with this Agreement.


Section 1.5             Waiver
of Voting Restriction in Distribution Agreements.  The Company and the Shareholders hereby agree
to waive Section 4.6(b) of the Distribution Agreements (as hereinafter defined)
with respect to, and only with respect to, voting all of the Owned Shares as
contemplated by this Agreement.  The “Distribution
Agreements” shall mean (i) the Distribution Agreement, dated September 21,
2006, by and among TMCT, LLC, the Company, Candle Holdings Corporation, Fortify
Holdings Corporation and the Shareholders and (ii) the Distribution Agreement,
dated September 21, 2006, by and among TMCT II, LLC, the Company, Fortification
Holdings Corporation, Wick Holdings Corporation, Eagle New Media Investments,
LLC, Eagle Publishing, LLC and the Shareholders.  For purposes of clarification, the provisions
of Section 4.6(b) of the Distribution Agreements do not apply to the transfer
of any Owned Shares by a Trust Member (as defined in the Distribution
Agreements) to any person other than a beneficiary of a Trust Member following
the transfer of all of such Trust Member’s right, title and interest in and to
the Owned Shares.


ARTICLE
II


NO
SOLICITATION


Section 2.1             General.  Each Shareholder in his, her or its capacity
as a shareholder of the Company shall not, and shall direct his, her or its
Representatives not to, directly or indirectly, (a) solicit, initiate or
knowingly facilitate or encourage any inquiry with respect to, or the making,
submission or announcement of, any Alternative Proposal, (b) participate
in any negotiations regarding, or furnish to any person any nonpublic
information regarding, an Alternative Proposal, (c) engage in discussions
with any person regarding an Alternative Proposal, (d) approve, endorse or
recommend any Alternative Proposal, (e) enter into any letter



 3
 









of intent or agreement in principle or any
agreement providing for any Alternative Proposal, or (f) otherwise
cooperate with, or assist or participate in, or knowingly facilitate or
encourage any effort or attempt by any person (other than EGI-TRB, the ESOP,
Merger Sub or their respective Representatives) with respect to, or which would
reasonably be expected to result in, an Alternative Proposal (the activities
specified in clauses (a) through (f) being hereinafter referred to as the “Restricted
Activities”); provided, that if the Company is engaging in
Restricted Activities in compliance with Section 5.3 of the Merger Agreement,
the Shareholders may participate with the Company in such Restricted
Activities.  Each Shareholder shall
promptly inform his, her or its Representatives of the obligations under this
Section 2.1.  Without limiting the
foregoing, it is understood that any action of any Representative of any Shareholder
that would be a violation if taken by such Shareholder shall be deemed to be a
breach of this Section 2.1 by such Shareholder.


Section 2.2             Notification.  Each Shareholder promptly shall advise the
Company, EGI-TRB and the ESOP orally and in writing of (a) any Alternative
Proposal after the date hereof or indication or inquiry after the date hereof
with respect to or that would reasonably be expected to lead to any Alternative
Proposal, (b) any request after the date hereof for nonpublic information
relating to the Company or its Subsidiaries, other than requests for
information not reasonably expected to be related to an Alternative Proposal,
or (c) any inquiry or request after the date hereof for discussion or
negotiation regarding an Alternative Proposal, including in each case the identity
of the person making any such Alternative Proposal or indication or inquiry and
the material terms of any such Alternative Proposal or indication or inquiry
(including copies of any document or correspondence evidencing such Alternative
Proposal or inquiry).  Each Shareholder
shall keep the Company, EGI-TRB and the ESOP reasonably informed on a current
basis (and in any event promptly after the occurrence of any changes or
developments) of the status (including the material terms and conditions
thereof and any material change thereto) of any such Alternative Proposal or
indication or inquiry, including furnishing copies of any written revised
proposals.  No Shareholder shall enter
into any confidentiality agreement with any person subsequent to the date of this
Agreement which prohibits such Shareholder from providing such information to
the Company, EGI-TRB or the ESOP as required by this Section 2.2.


Section 2.3             Ongoing
Discussions.  On the date hereof,
each Shareholder shall, and shall direct his, her or its Representatives to,
immediately cease any discussions or negotiations with any parties that may be
ongoing with respect to any Alternative Proposal.


Section 2.4             Capacity.  Each Shareholder is signing this Agreement
solely in such Shareholder’s capacity as a shareholder of the Company and
nothing contained herein shall limit or affect any actions taken by any
Shareholder in his, her or its capacity as an officer or director of the
Company, and no action taken in any such capacity as an officer or director shall
be deemed to constitute a breach of this Agreement.


ARTICLE
III


REPRESENTATIONS,
WARRANTIES AND COVENANTS


OF
SHAREHOLDERS


Section 3.1             Representations
and Warranties.  Each Shareholder
represents and warrants to the Company as follows: (a) such Shareholder
has the requisite capacity and all



 4
 









necessary power and authority to execute and
deliver this Agreement and to perform his, her or its obligations hereunder,
(b) this Agreement has been duly executed and delivered by such
Shareholder and the execution, delivery and performance of this Agreement by
such Shareholder and the consummation of the transactions contemplated hereby
have been duly authorized by all necessary action on the part of such
Shareholder, (c) assuming the due authorization, execution and delivery of
this Agreement by the Company, this Agreement constitutes the valid and binding
agreement of such Shareholder enforceable against such Shareholder in
accordance with its terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other similar laws of general
application which may affect the enforcement of creditors, rights generally and
by general equitable principles, (d) the execution and delivery of this
Agreement by such Shareholder does not conflict with or violate any law or
agreement binding upon it, nor require any consent, notification, regulatory
filing or approval, except for the filing with the Securities and Exchange
Commission of an amendment to Schedule 13D by the Shareholders, and (e) except
for (i) restrictions in favor of the Company pursuant to this Agreement or the
Distribution Agreements and (ii) such transfer restrictions of general
applicability as may be provided under the Securities Act of 1933, as amended,
and the “blue sky” laws of the various states of the United States, such
Shareholder owns, beneficially and of record, all of such Shareholder’s Owned
Shares free and clear of any proxy, voting restriction, adverse claim or other
Lien (other than any restrictions created by this Agreement) and has sole
voting power and sole power of disposition with respect to such Shareholder’s
Owned Shares, with no restrictions on such Shareholder’s rights of voting or
disposition pertaining thereto and no person other than such Shareholder has
any right to direct or approve the voting or disposition of any of such
Shareholder’s Owned Shares.


Section 3.2             Covenants.  From the date hereof until the Expiration
Time:


(a)           each
Shareholder agrees not take any action that would make any representation or
warranty of such Shareholder contained herein untrue or incorrect or have the
effect of preventing, impeding, or, in any material respect, interfering with
or adversely affecting the performance by such Shareholder of its obligations
under this Agreement;


(b)           each
Shareholder hereby waives any rights of appraisal or rights of dissent from the
Merger that such Shareholder may have;


(c)           each
Shareholder hereby agrees, while this Agreement is in effect, to promptly
notify the Company of the number of any new Shares acquired by such
Shareholder, if any, after the date hereof. 
Any such Shares shall be subject to the terms of this Agreement as
though owned by the Shareholder on the date hereof;


(d)           from
time to time, at the request of the Company and without further consideration,
each Shareholder shall execute and deliver such additional documents and take
all such further action as may be necessary to consummate and make effective
the transactions contemplated by this Agreement; and


(e)           each
Shareholder, severally and not jointly, hereby authorizes the Company to
publish and disclose in any announcement or disclosure required by the SEC and
in the Proxy Statement such Shareholder’s identity and ownership of the Owned
Shares and the nature of such Shareholder’s obligation under this Agreement; provided
that such Shareholder is provided with a reasonable opportunity to review and
comment on such disclosure.



 5
 









ARTICLE
IV


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


Section 4.1             Representations
and Warranties of the Company.  The
Company represents and warrants to each Shareholder as follows: (a) each
of this Agreement, the EGI-TRB Purchase Agreement, the ESOP Purchase Agreement
and the Merger Agreement has been approved by the Company’s board of directors,
(b) each of this Agreement, the EGI-TRB Purchase Agreement, the ESOP
Purchase Agreement and the Merger Agreement has been duly executed and
delivered by a duly authorized officer or other representative of the Company
and (c) assuming the due authorization, execution and delivery of this
Agreement by each Shareholder, this Agreement constitutes a valid and binding
agreement of the Company, enforceable against the Company in accordance with
its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other similar laws of general application which may affect the
enforcement of creditors rights generally and by general equitable principles.


ARTICLE V


TERMINATION


Section 5.1             Termination.  This Agreement shall automatically terminate
and be of no further force or effect upon the Expiration Time (other than with
respect to this Section 5.1 and Article VI, which shall survive any
termination of this Agreement); provided that no such termination shall
relieve any party hereto from any liability for any breach of this Agreement
occurring prior to such termination.


ARTICLE
VI


MISCELLANEOUS


Section 6.1             Expenses.  Except as otherwise agreed in writing, all
costs and expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring or required to incur
such expenses.


Section 6.2             Notices.  Any notice required to be given hereunder
shall be sufficient if in writing, and sent by facsimile transmission (provided
that any notice received by facsimile transmission or otherwise at the
addressee’s location on any business day after 5:00 p.m. (addressee’s local
time) shall be deemed to have been received at 9:00 a.m. (addressee’s local
time) on the next business day), by reliable overnight delivery service (with
proof of service), hand delivery or certified or registered mail (return
receipt requested and first-class postage prepaid), addressed as follows:


	
  To the Shareholders:

  	
   

  
	
   

  	
   

  
	
   

  	
  Chandler Trust
  No. 1 and Chandler Trust No. 2

  
	
   

  	
  350 W. Colorado
  Boulevard, Suite 230

  
	
   

  	
  Pasadena, CA
  91105

  
	
   

  	
  Attn: Warren B.
  Williamson

  
	
   

  	
  Tel: (626)
  793-2623

  
	
   

  	
  Fax: (626)
  793-0814

  



 



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  with a copy to:

  	
   

  
	
   

  	
   

  
	
   

  	
  Gibson, Dunn
  & Crutcher LLP

  
	
   

  	
  333 South Grand
  Avenue, 47th Floor

  
	
   

  	
  Los Angeles, CA
  90071

  
	
   

  	
  Attn: Andrew E.
  Bogen and Peter W. Wardle

  
	
   

  	
  Tel: (213)
  229-7000

  
	
   

  	
  Fax: (213)
  229-7520

  
	
   

  	
   

  
	
  To the Company:

  	
   

  
	
   

  	
   

  
	
   

  	
  Tribune Company

  
	
   

  	
  435 North
  Michigan Avenue

  
	
   

  	
  Chicago, IL
  60611

  
	
   

  	
  Attn: Crane H.
  Kenney

  
	
   

  	
  Senior Vice President,
  General Counsel & Secretary

  
	
   

  	
  Tel: (312)
  222-2491

  
	
   

  	
  Fax: (312)
  222-4206

  
	
   

  	
   

  
	
  with copies to:

  	
   

  
	
   

  	
   

  
	
   

  	
  Wachtell,
  Lipton, Rosen & Katz

  
	
   

  	
  51 West 52nd
  Street

  
	
   

  	
  New York, NY
  10019

  
	
   

  	
  Attn: Steven A.
  Rosenblum and Peter E. Devine

  
	
   

  	
  Tel: (212)
  403-1000

  
	
   

  	
  Fax: (212)
  403-2000

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  Sidley Austin
  LLP

  
	
   

  	
  One South
  Dearborn Street

  
	
   

  	
  Chicago, IL
  60603

  
	
   

  	
  Attn: Thomas A.
  Cole and Larry A. Barden

  
	
   

  	
  Tel: (312)
  853-7473 and (312) 853-7785

  
	
   

  	
  Fax: (312)
  853-7036

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  Skadden, Arps,
  Slate, Meagher & Flom LLP

  
	
   

  	
  Suite 2100

  
	
   

  	
  333 West Wacker
  Drive

  
	
   

  	
  Chicago, IL
  60606

  
	
   

  	
  Attn: Charles W.
  Mulaney, Jr.

  
	
   

  	
  Tel: (312)
  407-0700

  
	
   

  	
  Fax: (312)
  407-0411

  
	
   

  	
   

  
	
   

  	
  and

  



 



 7
 









 


	
   

  	
  Jenner & Block LLP

  
	
   

  	
  330 N. Wabash
  Ave.

  
	
   

  	
  Chicago, IL
  60611

  
	
   

  	
  Attn: Joseph P.
  Gromacki

  
	
   

  	
  Tel: (312)
  923-2637

  
	
   

  	
  Fax: (312)
  923-2737

  



 


or to such other address as any party shall specify by written notice
so given, and such notice shall be deemed to have been delivered as of the date
so telecommunicated, personally delivered or mailed.  Any party to this Agreement may notify any
other party of any changes to the address or any of the other details specified
in this paragraph; provided, however, that such notification
shall only be effective on the date specified in such notice or five (5) business
days after the notice is given, whichever is later.  Rejection or other refusal to accept or the
inability to deliver because of changed address of which no notice was given
shall be deemed to be receipt of the notice as of the date of such rejection,
refusal or inability to deliver.


Section 6.3             Amendments,
Waivers, Etc.  At any time prior to
the Expiration Time, any provision of this Agreement may be amended or waived
if, and only if, such amendment or waiver is in writing and signed, in the case
of an amendment, by the Company and the Shareholders, or in the case of a
waiver, by the party against whom the waiver is to be effective.  The failure of any party hereto to exercise
any right, power or remedy provided under this Agreement or otherwise available
in respect hereof at law or in equity, or to insist upon compliance by any
other party hereto with his or its obligations hereunder, and any custom or
practice of the parties at variance with the terms hereof, shall not constitute
a waiver by such party of his or its right to exercise any such or other right,
power or remedy or to demand such compliance.


Section 6.4             Successors
and Assigns; Share Transfers.


(a)           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 preceding sentence, this
Agreement shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors and assigns, including any corporate successor
by merger or otherwise, and any transferee of Shares that is a trust which has
the same trustees as the Shareholders (each an “Affiliated Trust”).


(b)           The
Company agrees to use its commercially reasonably efforts to assist the
Shareholders, and to cause its transfer agent to assist the Shareholder, with
transfers of Shares to an Affiliated Trust or among Affiliated Trusts, in each
case whether in certificated form or by electronic book entry.  Notwithstanding any transfer of Shares to an
Affiliated Trust, the transferor shall remain liable for the performance of all
obligations of transferor under this Agreement.


Section 6.5             No
Third Party Beneficiaries.  Nothing
expressed or referred to in this Agreement will be construed to give any
person, other than the parties to this Agreement, any legal or equitable right,
remedy or claim under or with respect to this Agreement or any



 8
 









provision of this Agreement except as such
rights as may inure to a successor or permitted assignee under
Section 6.4.


Section 6.6             No
Partnership, Agency, or Joint Venture. 
This Agreement is intended to create, and creates, a contractual
relationship and is not intended to create, and does not create, any agency,
partnership, joint venture or any like relationship between the parties hereto.


Section 6.7             Entire
Agreement.  This Agreement (including
the attachment hereto) constitutes the entire agreement, and supersedes all
other prior agreements and understandings, both written and oral, between the
parties, or any of them, with respect to the subject matter hereof and thereof.


Section 6.8             Severability.  Any term or provision of this Agreement which
is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement in any other jurisdiction.  If
any provision of this Agreement is so broad as to be unenforceable, such
provision shall be interpreted to be only so broad as is enforceable.


Section 6.9             Specific
Performance; Remedies Cumulative. 
The parties hereto acknowledge that money damages are not an adequate
remedy for violations of this Agreement and that any party, in addition to any
other rights and remedies which the parties may have hereunder or at law or in
equity, may, in his, her or its sole discretion, apply to a court of competent
jurisdiction for specific performance or injunction or such other relief as
such court may deem just and proper in order to enforce this Agreement or
prevent any violation hereof and, to the extent permitted by applicable law,
each party waives any objection to the imposition of such relief.  All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise or beginning
of the exercise of any thereof by any party shall not preclude the simultaneous
or later exercise of any other such rights, powers or remedies by such party.


Section 6.10           Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
without giving effect to any choice or conflict of law provision or rule
(whether of the State of Delaware or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
Delaware.


Section 6.11           Jurisdiction.  The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise
breached.  It is accordingly agreed that
the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement exclusively in the Delaware Court of Chancery and any state
appellate court therefrom within the State of Delaware (or, if the Delaware Court
of Chancery declines to accept jurisdiction over a particular matter, any state
or federal court within the State of Delaware). 
In addition, each of the parties hereto irrevocably agrees that any
legal action or proceeding with respect to this Agreement and the rights and
obligations arising hereunder, or for recognition and enforcement of any
judgment in respect of this Agreement and the rights and obligations arising
hereunder brought by the other party hereto or its successors or assigns, shall
be brought and determined exclusively in the Delaware Court of Chancery and any
state appellate court therefrom within the State of Delaware (or, if the



 9
 









Delaware Court of Chancery declines to accept
jurisdiction over a particular matter, any state or federal court within the
State of Delaware).  Each of the parties
hereto hereby irrevocably submits with regard to any such action or proceeding
for itself and in respect of its property, generally and unconditionally, to
the personal jurisdiction of the aforesaid courts and agrees that it will not
bring any action relating to this Agreement or any of the transactions
contemplated by this Agreement in any court other than the aforesaid
courts.  Each of the parties hereto
hereby irrevocably waives, and agrees not to assert, by way of motion, as a
defense, counterclaim or otherwise, in any action or proceeding with respect to
this Agreement, (a) any claim that it is not personally subject to the
jurisdiction of the above named courts for any reason other than the failure to
serve in accordance with this Section 6.11, (b) any claim that it or its
property is exempt or immune from jurisdiction of any such court or from any
legal process commenced in such courts (whether through service of notice,
attachment prior to judgment, attachment in aid of execution of judgment,
execution of judgment or otherwise) and (c) to the fullest extent permitted by
the applicable law, any claim that (i) the suit, action or proceeding in such
court is brought in an inconvenient forum, (ii) the venue of such suit, action
or proceeding is improper or (iii) this Agreement, or the subject mater hereof,
may not be enforced in or by such courts.


Section 6.12           Waiver
of Jury Trial.  Each Shareholder
hereby waives, to the fullest extent permitted by applicable law, any right he,
she or it may have to a trial by jury in respect of any litigation directly or
indirectly arising out of, under or in connection with this Agreement.  Each Shareholder (a) certifies that no
representative of any other party has represented, expressly or otherwise, that
such other party would not, in the event of any such litigation, seek to
enforce the foregoing waiver and (b) acknowledges that he, she or it has
been induced to enter into this Agreement by, among other things, the
consideration received by such Shareholder in respect of such Shareholder’s
Owned Shares pursuant to the transactions contemplated by the Merger Agreement.


Section 6.13           Drafting
and Representation.  Each of the
parties has participated in the drafting and negotiation of this
Agreement.  If an ambiguity or question
of intent or interpretation arises, this Agreement must be construed as if it
is drafted by all the parties, and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of authorship of any of the
provisions of this Agreement.


Section 6.14           Construction.  When a reference is made in this Agreement to
an Article or Section, such reference shall be to an Article or Section of this
Agreement unless otherwise indicated. 
Whenever the words “include,” “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without
limitation.”  The words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement.  The definitions contained in
this Agreement are applicable to the singular as well as the plural forms of
such terms and to the masculine as well as to the feminine and neuter genders
of such term.  Any agreement or
instrument defined or referred to herein or in any agreement or instrument that
is referred to herein means such agreement or instrument as from time to time
amended, modified or supplemented, including by waiver or consent, and
references to all attachments thereto and instruments incorporated therein.


Section 6.15           Counterparts.  This Agreement may be executed in two or more
consecutive counterparts (including by facsimile), each of which shall be an
original, with the



 10
 









same effect as if the signatures thereto and
hereto were upon the same instrument, and shall become effective when one or
more counterparts have been signed by each of the parties and delivered (by
telecopy or otherwise) to the other parties.


[Signature Page follows]



 11














 


IN WITNESS WHEREOF, the
parties hereto have duly executed and delivered this Agreement as of the date
and year first written above.


 


	
  TRIBUNE COMPANY 
  

  
	
   

  
	
  By:

  	
  /s/ Dennis J. FitzSimons

  	
   

  
	
  Name:  Dennis
  J. FitzSimons 

  
	
  Title:

  	
   Chairman,
  President and
  Chief Executive Officer

  
				



 











 


	
  

  	
  CHANDLER TRUST NO. 1

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan Babcock

  
	
   

  	
   

  	
  Susan Babcock, as Trustee of Chandler

  
	
   

  	
   

  	
  Trust No. 1 under Trust Agreement dated

  
	
   

  	
   

  	
  June 26, 1935

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey Chandler

  
	
   

  	
   

  	
  Jeffrey Chandler, as Trustee of Chandler

  
	
   

  	
   

  	
  Trust No. 1 under Trust Agreement dated

  
	
   

  	
   

  	
  June 26, 1935

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Camilla Chandler Frost

  
	
   

  	
   

  	
  Camilla Chandler Frost, as Trustee of

  
	
   

  	
   

  	
  Chandler Trust No. 1 under Trust

  
	
   

  	
   

  	
  Agreement dated June 26, 1935

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roger Goodan 

  
	
   

  	
   

  	
  Roger Goodan, as Trustee of Chandler Trust

  
	
   

  	
   

  	
  No. 1 under Trust Agreement dated June 26,

  
	
   

  	
   

  	
  1935

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William Stinehart, Jr.

  
	
   

  	
   

  	
  William Stinehart, Jr., as Trustee of

  
	
   

  	
   

  	
  Chandler Trust No. 1 under Trust

  
	
   

  	
   

  	
  Agreement dated June 26, 1935

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Judy C. Webb

  
	
   

  	
   

  	
  Judy C. Webb, as Trustee of Chandler Trust

  
	
   

  	
   

  	
  No. 1 under Trust Agreement dated June 26,

  
	
   

  	
   

  	
  1935

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Warren B. Williamson

  
	
   

  	
   

  	
  Warren B. Williamson, as Trustee of

  
	
   

  	
   

  	
  Chandler Trust No. 1 under Trust

  
	
   

  	
   

  	
  Agreement dated June 26, 1935

  












 


	
  

  	
  CHANDLER TRUST NO. 2

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan Babcock

  
	
   

  	
   

  	
  Susan Babcock, as Trustee of Chandler

  
	
   

  	
   

  	
  Trust No. 2 under Trust Agreement dated

  
	
   

  	
   

  	
  June 26, 1935

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey Chandler

  
	
   

  	
   

  	
  Jeffrey Chandler, as Trustee of Chandler

  
	
   

  	
   

  	
  Trust No. 2 under Trust Agreement dated

  
	
   

  	
   

  	
  June 26, 1935

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Camilla Chandler Frost

  
	
   

  	
   

  	
  Camilla Chandler Frost, as Trustee of

  
	
   

  	
   

  	
  Chandler Trust No. 2 under Trust

  
	
   

  	
   

  	
  Agreement dated June 26, 1935

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roger Goodan

  
	
   

  	
   

  	
  Roger Goodan, as Trustee of Chandler Trust

  
	
   

  	
   

  	
  No. 2 under Trust Agreement dated June 26,

  
	
   

  	
   

  	
  1935

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William Stinehart, Jr.

  
	
   

  	
   

  	
  William Stinehart, Jr., as Trustee of

  
	
   

  	
   

  	
  Chandler Trust No. 2 under Trust

  
	
   

  	
   

  	
  Agreement dated June 26, 1935

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Judy C. Webb

  
	
   

  	
   

  	
  Judy C. Webb, as Trustee of Chandler Trust

  
	
   

  	
   

  	
  No. 2 under Trust Agreement dated June 26,

  
	
   

  	
   

  	
  1935

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Warren B. Williamson

  
	
   

  	
   

  	
  Warren B. Williamson, as Trustee of

  
	
   

  	
   

  	
  Chandler Trust No. 2 under Trust

  
	
   

  	
   

  	
  Agreement dated June 26, 1935

  












ATTACHMENT A


 




	
  Shareholder

  	
   

  	
  Capital
  Stock

  
	
   

  	
   

  	
   

  
	
  Chandler Trust No. 1

  	
   

  	
  22,881,590

  
	
  Chandler Trust No. 2

  	
   

  	
  25,244,751