Exhibit
4.1


[EXECUTION COPY]


REGISTRATION
RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is made and entered into as of April 1, 2007  between
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 Stockholders” and each, an “Initial
Stockholder”).


WHEREAS, the Company, EGI-TRB and Samuel Zell, as
Guarantor, have concurrently herewith entered into that certain Securities
Purchase Agreement, dated April 1, 2007 (the “Securities Purchase Agreement”),
pursuant to which EGI-TRB will purchase from the Company, as soon as
practicable following the execution and delivery of this Agreement, (i) an
aggregate of 1,470,588 newly-issued shares (the “EGI-TRB Purchased Shares”)
of the Company’s common stock, par value $0.01 per share (the “Common Stock”),
and (ii) an unsecured subordinated exchangeable promissory note in the
principal amount of $200 million, which shall be exchangeable into shares
of Common Stock (the “Exchangeable Note”).


WHEREAS, the Company and the ESOP Fiduciary, not in
its individual or corporate capacity, but solely as trustee of the ESOP, have
concurrently herewith entered into that certain ESOP Purchase Agreement, dated
April 1, 2007 (the “ESOP Purchase Agreement”), pursuant to which the
ESOP will purchase from the Company, as soon as practicable following the
execution and delivery of this Agreement, an aggregate of 8,928,571
newly-issued shares of Common Stock (the “ESOP Purchased Shares” and
together with the EGI-TRB Purchased Shares, the “Purchased Shares”).


WHEREAS, EGI-TRB, the ESOP Fiduciary, not in its
individual or corporate capacity, but solely as trustee of the ESOP, Tesop
Corporation, a Delaware corporation (“Merger Sub”), and the Company have
concurrently herewith 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, in order to induce EGI-TRB and the ESOP
Fiduciary, not in its individual or corporate capacity, but solely as trustee
of the ESOP, to enter into the Securities Purchase Agreement and ESOP Purchase
Agreement, respectively, the Company hereby agrees that this Agreement shall
govern the rights of the Stockholders to cause the Company to register shares
of Common Stock owned by or issuable to the Stockholders, and shall govern
certain other matters as set forth in this Agreement.



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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 hereby
agree as follows:


SECTION 1.  Definitions.  In addition to the terms that are defined
elsewhere in this Agreement, the following terms shall have the following
meanings:


“Affiliate” means, 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.


“Agreement” has the meaning specified in the
first paragraph of this Agreement.


“Business Day” means each Monday, Tuesday,
Wednesday, Thursday and Friday that is not a day on which banking institutions
in The City of Chicago are authorized or obligated by law or executive order to
close.


“Chandler Registration Rights Agreement” has
the meaning specified in Section 10.


“Common Stock” has the meaning specified in the
recitals to this Agreement.


“Company” has the meaning specified in the
first paragraph of this Agreement.


“Deferral Notice” has the meaning specified in
Section 3(i).


“Deferral Period” has the meaning specified in
Section 3(i).


“Demand Registration” has the meaning specified
in Section 2(a)(i).


“EGI Transferee” means 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.


“EGI-TRB” has the meaning specified in the
first paragraph of this Agreement.


“EGI-TRB Purchased Shares” has the meaning
specified in the recitals to this Agreement.


“EGI-TRB Restriction Termination Date” has the
meaning set forth in Section 2(a)(i).



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“EGI-TRB Stockholders Representative” has the
meaning specified in Section 9(a).


“ESOP” has the meaning specified in the first
paragraph of this Agreement.


“ESOP Fiduciary” has the meaning specified in
the first paragraph of this Agreement.


“ESOP Purchase Agreement” has the meaning
specified in the recitals to this Agreement.


“ESOP Purchased Shares” has the meaning
specified in the recitals to this Agreement.


“ESOP Restriction Termination Date” has the
meaning set forth in Section 2(a)(i).


“ESOP Stockholders Representative” has the
meaning specified in Section 9(a).


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder.


“Exchangeable Note” has the meaning specified
in the recitals to this Agreement.


“Initial Stockholders” and “Initial
Stockholder” have the meaning specified in the first paragraph of this
Agreement.


“Issuer Free Writing
Prospectus” has the meaning specified in Section 2(d).


“Lock-up Period” has the meaning specified in
Section 2(c).


“Material Event” has the meaning specified in
Section 3(i).


“Merger” has the meaning specified in the
recitals to this Agreement.


“Merger Agreement” has the meaning specified in
the recitals to this Agreement.


“Merger Sub” has the meaning specified in the
recitals to this Agreement.


“Merger
Termination Date” means the date the Merger Agreement is
terminated, without consummation of the Merger, pursuant to Article VII
thereof.


“Permitted Transferee” means any EGI Transferee and any member
of the Zell Family Group.



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“Person” shall mean any individual,
corporation, partnership, joint venture, association, joint-stock company,
limited liability company, trust, unincorporated organization or government or
other agency or political subdivision thereof.


“Piggyback Registration” has the meaning
specified in Section 2(b)(i).


“Prospectus” means the prospectus included in
any Registration Statement, as amended or supplemented by all amendments and
prospectus supplements, including post-effective amendments, and all
materials incorporated by reference or explicitly deemed to be incorporated by
reference in such Prospectus.


“Purchase Date” means the date on which the
purchase and sale of the Purchased Shares and the Exchangeable Note are consummated
at the First Closing (as defined in the Securities Purchase Agreement).


“Purchased Shares” has the meaning specified in
the recitals to this Agreement.


“Registrable Securities”  means (a) the Purchased Shares,
(b) any shares of Common Stock issued by the Company to the Stockholders
pursuant to the Exchangeable Note or (c) any equity security issued with
respect to any shares of Common Stock referred to in clauses (a) or (b) above
upon any stock dividend, split, merger or similar event.  As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities on the earliest of the
date on which such securities: (x) have been effectively registered under the
Securities Act and disposed of in accordance with a Registration Statement; (y)
have been sold to the public pursuant to Rule 144 or may be sold or transferred
pursuant to Rule l44(k) (or any similar provision then in force, but not Rule
144A) under the Securities Act; or (z) cease to be outstanding (whether as a
result of redemption, repurchase and cancellation, conversion or otherwise).


“Registration Statement” means any registration
statement of the Company that covers any of the Registrable Securities pursuant
to the provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective
amendments, all exhibits, and all materials incorporated by reference or
explicitly deemed to be incorporated by reference in such registration
statement.


“Restriction Termination Dates” has the meaning
set forth in Section 2(a)(i).


“Rule 144” means Rule 144 under the Securities
Act, as such Rule may be amended from time to time, or any similar or successor
rule or regulation hereafter adopted by the SEC having substantially the same
effect as such Rule.


“Rule 145” means Rule 145 under the Securities
Act, as such Rule may be amended from time to time, or any similar or successor
rule or regulation hereafter adopted by the SEC having substantially the same
effect as such Rule.


“SEC” means the United States Securities and
Exchange Commission and any successor agency.



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“Securities Act” means the Securities Act of
1933, as amended, and the rules and regulations promulgated by the SEC
thereunder.


“Securities Purchase Agreement” has the meaning
specified in the recitals to this Agreement.


“Stockholders” means the Initial Stockholders
and any Permitted Transferees of the Initial Stockholders to whom Registrable
Securities and/or the Exchangeable Note are properly transferred and, in each
case, who continue to be entitled to the rights of a Stockholder hereunder.


“Stockholder Indemnified Person” has the
meaning specified in Section 6(a).


“Stockholder Representatives” and “Stockholder
Representative” have the meaning specified in Section 9(a).


“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.


SECTION 2.  Registrations and
Transfer Restrictions.


(a) Demand Registrations.


(i) Each Stockholder Representative may, subject to Sections 2(a)(ii)
and 2(a)(iv), request up to three registrations under the Securities Act of all
or any portion of (A) its Registrable Securities and (B) any Registrable
Securities of a Stockholder to whom such Stockholder Representative has
properly assigned its rights under this Section 2(a) (each such registration
request, a “Demand Registration”), subject to a minimum of $50 million
of Registrable Securities in any Demand Registration; provided that, in
the case of a Demand Registration requested by the EGI-TRB Stockholders
Representative, the Company shall not be required to file such requested
registration prior to the third anniversary of the Purchase Date (the “EGI-TRB
Restriction Termination Date”) and, in the case of a Demand Registration
requested by the ESOP Stockholders Representative, the Company shall not be
required to file such requested registration prior to the first anniversary of
the date hereof (the “ESOP Restriction Termination Date” and, together
with the EGI-TRB Restriction Termination Date, the “Restriction Termination
Dates”); provided, further, that each Stockholder
Representative may make such request up to 90 days prior to the applicable
Restriction Termination Date for a filing on or after the applicable
Restriction Termination Date.  Each
request for a Demand Registration shall specify the number of Registrable
Securities requested to be registered and the intended method of distribution
thereof (it being understood that no Demand Registration shall require the
Company to effect a shelf registration statement).


(ii) A registration requested pursuant to this
Agreement shall be deemed to have been effected for purposes of Section 2(a)(i)
if (A) it has been declared effective by the SEC, (B) at least 80% of the
Registrable Securities requested to be included in such Demand Registration
(after giving effect to any reduction pursuant to Section 2(a)(iii)) shall have
been



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registered and, in the case of an underwritten
offering, sold, (C) it has not failed to remain effective for the period set
forth in Section 3(c) and (D) the offering of Registrable Securities pursuant
to such Demand Registration has not been subject to any stop order or
injunction or other order or requirement of the SEC lasting more than 45 days
and preventing the offering of Registrable Securities thereunder.


(iii) In connection with a Demand Registration
pursuant to which an underwritten public offering is requested as the intended
method of distribution pursuant to Section 2(a)(i), if the managing
underwriters advise the Company in writing, with a copy to be delivered to the
requesting Stockholder Representative, that, in their opinion, the number of
Registrable Securities requested to be included in such offering exceeds the
largest number of securities which can be sold therein without adversely
affecting the marketability of the offering and within a price range reasonably
acceptable to the requesting Stockholder Representative, the Company shall
include in such registration the amount of Registrable Securities requested to
be included which in the opinion of such underwriters can be sold without
adversely affecting the marketability of the offering; provided, that if
the number of Registrable Securities to be included in the registration is less
than 75% of the number requested to be so included, the requesting Stockholder
Representative shall be entitled to withdraw its request for a Demand
Registration in lieu of the registration of such lesser amount of Registrable
Securities and, if such request is withdrawn, such Demand Registration shall
not count as one of the permitted Demand Registrations hereunder.


(iv) The Company shall not be obligated to effect any
Demand Registration within (A) 180 days after the effective date of a previous
Demand Registration or (B) 120 days after the date of a previous Piggyback
Registration in which the Stockholder participates pursuant to Section 2(b).  The Company may postpone or suspend, as
applicable, for no more than two periods in any
12-month period aggregating not more than 120 days in such 12-month period
the filing, effectiveness or use of a registration statement for a Demand
Registration (and the Stockholder agrees not to offer or sell any Registrable
Securities pursuant to such Registration Statement during such deferral or
suspension), pursuant to this Section 2(a)(iv) or clause (C) of Section 3(i),
if the Company’s board of directors determines in good faith that such filing
or effectiveness would (A) interfere with or adversely affect in any
material respect the negotiation or completion of any material transaction or
other Material Event that is being contemplated by the Company or (B) involve
initial or continuing disclosure obligations relating to a Material Event, the disclosure of which could, in the
reasonable judgment of the Company, be materially adverse to its interests;
provided, that in the event of such a postponement of registration, each
requesting Stockholder Representative shall be entitled to withdraw its request
for a Demand Registration and, if such request is withdrawn, such Demand
Registration shall not count as one of the permitted Demand Registrations
hereunder.  In the event the Company
shall exercise its deferral or suspension rights hereunder following the
effectiveness of a registration statement filed in response to the request for
a Demand Registration, the applicable time period during which the registration
statement is to remain effective under Section 3(c) shall be extended by a
period of time equal to the duration of such deferral or suspension.  The number and length of deferral and
suspension periods in any 12-month period under this Section 2(a)(iv) shall be
aggregated with the number and the length of Deferral Periods under clause (C)
of Section 3(i), such that the Company shall not be permitted to postpone
or suspend, for more



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than two periods in any 12-month period aggregating
not more than 120 days in such 12-month period the filing, effectiveness or use
of a registration statement for a Demand Registration pursuant to this Section
2(a)(iv) and/or clause (C) of Section 3(i) taken together.


(v) In connection with any Demand Registration, the
requesting Stockholder Representative shall have the right to designate a
nationally recognized underwriter or underwriters as the lead or managing
underwriter(s) of such underwritten offering who shall be reasonably acceptable
to the Company.  In connection with any
such underwritten offering, each Stockholder holding Registrable Securities to
be included in such registration and the Company agree that they will each
enter into a customary underwriting agreement with the underwriter(s) selected
pursuant to the preceding sentence.


(b) Piggyback Registrations.


(i) If the Company proposes to register Common Stock
(for its own account or for the account of any other holder of its securities)
under the Securities Act (other than pursuant to a Demand Registration which shall
be governed by Section 2(a), and registrations on Form S-4 or Form S-8 or
on any successor or other form promulgated for similar purposes or relating to
a Rule 145 transaction) at any time after the applicable Restriction
Termination Date and the registration form to be used may be used for the
registration of Registrable Securities for sale to the public under the
Securities Act (a “Piggyback Registration”), then the Company shall give
prompt written notice to each applicable Stockholder Representative of its
intention to effect such a registration and, subject to the terms hereof, shall
use reasonable best efforts to include in such registration all Registrable
Securities with respect to which the Company has received written requests for
inclusion therein from such Stockholder Representative (which request shall
specify the number of Registrable Securities intended to be disposed of by such
Stockholder Representative and any Registrable Securities of a Stockholder to
whom such Stockholder Representative has properly assigned its rights under
this Section 2(b)) within 20 days after such Stockholder Representative
receives the Company’s notice; provided, that (A) if, at any time after
giving written notice of its intention to register any securities and prior to
the effective date of the registration statement filed in connection with such
registration, the Company shall determine for any reason not to proceed with
the proposed registration, the Company may, at its election, give written
notice of such determination to the applicable Stockholder Representatives and
thereupon shall be relieved of its obligation to register any Registrable
Securities in connection with such registration, (B) if such registration
involves an underwritten offering by the Company, each Stockholder holding
Registrable Securities to be included in such registration must sell its
Registrable Securities to such underwriters who shall have been selected by the
Company on the same terms and conditions as apply to the Company, with such
differences, including any with respect to indemnification and contribution, as
may be customary or appropriate in combined primary and secondary offerings and
(C) if such registration involves an underwritten secondary offering on behalf
of holders of the Company’s securities other than the Stockholders pursuant to
a demand or similar registration right, each applicable Stockholder
Representative may, in lieu of exercising its rights on its own behalf and/or
on behalf of other Stockholders under this Section 2(b), elect (by written
notice sent to the Company within ten (10) Business Days from the date of the
Company’s notice pursuant to this Section 2(b)(i)) to include all or a portion
of its Registrable Securities and any



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Registrable Securities of a Stockholder to whom such
Stockholder Representative has properly assigned its rights under Section 2(a)
in such demand registration (it being understood that, subject to Section
2(a)(ii), such a registration shall be deemed to be one of such Stockholder
Representative’s Demand Registrations).


(ii) If a Piggyback Registration is an underwritten
primary offering on behalf of the Company, and the managing underwriters advise
the Company in writing that in their opinion the number of securities requested
to be included in such offering exceeds the largest number of securities which
can be sold therein without adversely affecting the marketability of the
offering and within a price range reasonably acceptable to the Company, the
Company shall include in such registration (A) first, the securities the
Company proposes to sell and (B) second, the Registrable Securities requested
to be included in such registration by the applicable Stockholder
Representatives and any other securities requested to be included in such registration,
pro  rata among the holders of all such securities (including the
Registrable Securities of the Stockholders) on the basis of the number of
securities of the Company owned by each such holder.


(iii) If a Piggyback Registration is an underwritten secondary
offering on behalf of holders of the Company’s securities other than the
Stockholders, and the managing underwriters advise the Company in writing that
in their opinion the number of securities requested to be included in such
offering exceeds the largest number of securities which can be sold in such
offering without adversely affecting the marketability of the offering and
within a price range reasonably acceptable to the holders of the Company’s
securities requesting such registration other than the Stockholders, the
Company shall include in such registration (A) first, the securities requested
to be included therein by the holders of registrable securities requesting such
registration, including Registrable Securities included therein pursuant to
Section 2(b)(i)(C), pro  rata among the holders of all such
securities on the basis of the number of securities of the Company owned by
each such holder and (B) second, Registrable Securities requested to be
included in such registration by the applicable Stockholder Representatives
(other than Registrable Securities included pursuant to clause (A) above) and
any other securities requested to be included in such registration, pro  rata
among the holders of all such securities on the basis of the number of securities
of the Company owned by each such holder. 
For the avoidance of doubt, the parties hereto agree that the Company
may offer registration rights in the future that have reciprocal piggyback
registration provisions that permit the holder of such registration rights to
exercise one of its demand registrations following a Demand Registration
request from a Stockholder Representative and be treated pari  passu
with the Stockholders participating in such Demand Registration in the event of
an underwritten offering cutback of the type contemplated by this paragraph
(iii).


(iv) The Company shall have the right to select the
investment banker(s) and/or manager(s) to administer the offering in connection
with any Piggyback Registration.


(v) Each Stockholder holding Registrable Securities to
be included in a registration pursuant to this Section 2(b) agrees that it will
execute such other customary agreements as the Company may reasonably request
to further accomplish the purposes of this Section 2(b).



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(c) Holdback
Agreement.  Upon the written request
of the underwriters managing an underwritten registered public offering of the
Common Stock, the Stockholders shall not effect any public sale or distribution
(including sales pursuant to Rule 144) of equity securities of the Company, or
any securities convertible into or exchangeable or exercisable for such
securities, during the 7 days prior to, and during the 90-day period beginning
on, the effective date of the registration statement relating to such underwritten
offering (the “Lock-Up Period”); provided, however, that
if (i) during the last 17 days of the initial Lock-Up Period, the Company
releases earnings results or a Material Event relating to the Company occurs or
(ii) prior to the expiration of the initial Lock-Up Period, the Company
announces that it will release earnings results during the 16-day period
beginning on the last day of the initial Lock-Up Period, then in either case
the Lock-Up Period will be extended until the expiration of the 18-day period
beginning on the date of release of the earnings results or the occurrence of
the Material Event, as applicable, unless the underwriters managing such
underwritten registered public offering of the Common Stock waive, in writing,
such extension.


(d) Issuer Free-Writing Prospectuses.  The Company represents and agrees that,
unless it obtains the prior consent of each of the Stockholder Representatives
or the approval of the counsel for each of the Stockholder Representatives, and
each of the Stockholders represents and agrees that, unless it obtains the
prior consent of the Company, it will not make any offer relating to the
Registrable Securities that would constitute an “issuer free writing
prospectus,” as defined in Rule 433 under the Securities Act (an “Issuer Free Writing Prospectus”), or that would
otherwise constitute a “free writing prospectus,” as defined in Rule 405 under
the Securities Act, required to be filed with the SEC.  The Company represents that any Issuer Free
Writing Prospectus will not include any information that conflicts with the
information contained in a Registration Statement or Prospectus and that any
Issuer Free Writing Prospectus, when taken together with the information in the
Registration Statement and the Prospectus, will not include any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.


(e) Transfer Restrictions.  Notwithstanding anything to the contrary
contained herein, EGI-TRB hereby agrees that from the Merger Termination Date
until the EGI-TRB Restriction Termination Date, it shall not and shall not
offer to, directly or indirectly (including by means of a transfer of EGI-TRB),
sell, assign, give, mortgage, pledge, hypothecate, hedge, 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, the
Exchangeable Note or the Registrable Securities (without giving effect to the
second sentence of the definition of Registrable Securities) held by EGI-TRB,
other than to a Permitted Transferee who agrees to be bound by these transfer
restrictions.



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SECTION 3.  Registration
Procedures.  Whenever a Stockholder
Representative has properly requested that any Registrable Securities be
registered pursuant to this Agreement, the Company shall use reasonable best
efforts to effect the registration under the Securities Act of the offering and
sale of such Registrable Securities as soon as reasonably practicable after the
date of such request, and pursuant thereto the Company shall:


(a)   Before
filing any Registration Statement or Prospectus or any amendments or
supplements thereto with the SEC, furnish to each of the Stockholder
Representatives copies of all such documents proposed to be filed and use
reasonable efforts to reflect in each such document when so filed with the SEC
such comments as each Stockholder Representative reasonably shall propose
within five (5) Business Days of the delivery of such copies to each of the
Stockholder Representatives.


(b)   Prepare
and file with the SEC a Registration Statement and such amendments and
supplements as may be necessary with respect to such Registrable Securities
and, subject to the deferral and suspension provisions of Section 2(a)(iv) and
Section 3(i), use its reasonable best efforts to cause such registration
statement to become effective as soon as reasonably practicable after the date
of filing; provided, that the Company may delay or discontinue any
registration of its securities which is being effected pursuant to
Section 2(b) at any time prior to the effective date of the Registration
Statement relating thereto; provided, further, that the Company
shall not be required to cause any Demand Registration to become effective
prior to the date that is three years following the Purchase Date.


(c)   As
promptly as reasonably practicable (i) give notice to each of the
Stockholder Representatives of the effectiveness of each Registration
Statement filed hereunder and, in the case of a Demand Registration, prepare
and file with the SEC such amendments and supplements to such Registration
Statement and the Prospectus used in connection therewith as may be necessary
to keep such Registration Statement effective for a period of not less than 60
days (or until the distribution described in the Registration Statement has
been completed or such lesser period of time as the Company or the Stockholders
may be required under the Securities Act to deliver a Prospectus in connection
with any sale of Registrable Securities and to comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by
such Registration Statement during such period in accordance with the intended
methods of disposition by the Stockholders set forth in such Registration
Statement) and use its reasonable best efforts to comply with the provisions of
the Securities Act with respect to the disposition of securities covered by
such Registration Statement during such period in accordance with the intended
methods of disposition by the Stockholders set forth in such Registration
Statement, (ii) give notice to each of the Stockholder
Representatives of any request, following the effectiveness of a
Registration Statement under the Securities Act, by the SEC or any other
federal or state governmental authority for amendments or supplements to any
Registration Statement or related Prospectus or for additional information,
(iii) give notice to each of the Stockholder Representatives of the
issuance by the SEC or any other federal or state governmental authority of any
stop order or injunction suspending or enjoining the use of any Prospectus or
the effectiveness of any Registration Statement or the initiation of any
proceedings for that purpose, (iv) give notice to each of the Stockholder
Representatives of the receipt by the



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Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable
Securities for offering or sale under the securities or “blue sky” laws in any
jurisdiction or the initiation of any proceeding for such purpose and
(v) give notice to each of the Stockholder Representatives of the
occurrence of (but not the nature of or details concerning) a Material Event
(provided, however, that no notice by the Company shall be required pursuant to
this clause (v) in the event that the Company promptly files a Prospectus
supplement to update the Prospectus or the Company files a Current Report on
Form 8-K or other appropriate Exchange Act report that is incorporated by
reference into the applicable Registration Statement, which, in either case,
contains the requisite information with respect to such Material Event that
results in such Registration Statement no longer containing any untrue
statement of material fact or omitting to state a material fact necessary to
make the statements contained therein not misleading, which notice may, at the
discretion of the Company (or as required pursuant to Section 3(i)), state
that it constitutes a Deferral Notice, in which event the provisions of
Section 3(i) shall apply.


(d)   In
the event of the issuance of any stop order suspending the effectiveness of a
Registration Statement, or of any order suspending or preventing the use of any
related Prospectus or suspending the qualification of any Common Stock included
in such Registration Statement for sale in any jurisdiction, the Company shall
use its reasonable best efforts promptly to obtain the withdrawal of such
order.


(e)   Furnish
to each Stockholder such number of copies of such Registration Statement, each
amendment and supplement thereto, the Prospectus included in such Registration
Statement (including each preliminary prospectus) and such other documents as
such Stockholder may reasonably request in order to facilitate the disposition
of the Registrable Securities owned by such Stockholder.


(f)    Enter
into and perform under such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the
underwriters, if any, reasonably request in order to expedite or facilitate the
disposition of such Registrable Securities, except to the extent any such
agreement or other action would materially interfere with the conduct of the
Company’s business.


(g)   In
the case of an underwritten offering, use its reasonable best efforts to (i)
make available the executive officers of the Company to participate with the
Stockholders and any underwriters in any “road show” presentations or investor
telephone conference calls that may be reasonably requested by the Stockholders
or underwriters in connection with distribution of the Registrable Securities
and (ii) furnish, at the request of any Stockholder Representative requesting
registration of Registrable Securities, on the date that such Registrable
Securities are delivered to the underwriter(s) for sale, (A) an opinion, dated
as of such date, of the counsel representing the Company for the purposes of
such registration, in form and substance as is customarily given to
underwriters in an underwritten public offering, addressed to the underwriters
and (B) a “comfort” letter dated as of such date, from the independent
certified public accountants of the Company, in form and substance as is
customarily given by independent certified public accountants to underwriters
in an underwritten public offering, addressed to the underwriters.



 11
 









(h)   Subject
to Section 3(i), prior to any public offering of the Registrable
Securities pursuant to a Registration Statement, use reasonable best efforts to
register or qualify or cooperate with the Stockholder in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the
securities or “blue sky” laws of such jurisdictions within the United States as
each Stockholder reasonably requests in writing, it being agreed that no such
registration or qualification will be made unless so requested; provided,
that the Company will not be required to (i) register or qualify as a
foreign corporation or as a dealer in securities in any jurisdiction where it
is not otherwise qualified or where it would be subject to income tax as a
foreign corporation, or to take any action that would subject it to the service
of process in any jurisdiction where it is not now so subject or (ii) take
any action that would subject it to general or unlimited service of process in
suits or to taxation in any such jurisdiction where it is not then so subject.


(i)    Upon
(A) the issuance by the SEC of a stop order suspending the effectiveness
of a Registration Statement or the initiation of proceedings with respect to a
Registration Statement under Section 8(d) or 8(e) of the Securities Act,
(B) the occurrence or existence of any development, event, fact, situation
or circumstance (a “Material Event”) as a result of which any Registration
Statement shall contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading, or any Prospectus shall contain any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading (including, in any such case, as a result of the
non-availability of financial statements), or (C) the occurrence or
existence of any Material Event relating to the Company that, in the sole
discretion of the Company acting in good faith, makes it appropriate to suspend
the availability of such Registration Statement and the related Prospectus,
(i) in the case of clause (B) above, subject to the next sentence, as
promptly as practicable prepare and file a post-effective amendment to
such Registration Statement or a supplement to the related Prospectus or any
document incorporated therein by reference or file any other required document
that would be incorporated by reference into such Registration Statement and
Prospectus so that such Registration Statement does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
such Prospectus does not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, as
thereafter delivered to the purchasers of the Registrable Securities being sold
thereunder, and, in the case of a post-effective amendment to a
Registration Statement, subject to the next sentence, use reasonable efforts to
cause it to be declared effective as promptly as is reasonably practicable, and
(ii) give notice to each of the Stockholders that the availability of such
Registration Statement is suspended (a “Deferral Notice”) and, upon
receipt of any Deferral Notice, each Stockholder agrees that it shall not sell
any Registrable Securities pursuant to the Registration Statement until the
Stockholder receives copies of the supplemented or amended Prospectus provided
for in clause (i) above, or until it is advised in writing by the Company
that the Prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus.  The Company will use
reasonable efforts to ensure that the use of the Prospectus



 12
 









may be resumed (x) in the case of clause (A) above, as
promptly as is practicable, (y) in the case of clause (B) above
(unless caused by a development covered by clause (C) above), following the
time when the Company has prepared an amendment or supplement to such
Registration Statement or Prospectus necessary to cure the defects thereto; it
being agreed, that the Company shall promptly prepare such amendment or
supplement, and (z) in the case of clause (C) above, as soon as, in
the discretion of the Company acting in good faith, such suspension is no
longer appropriate.  In connection with a
Material Event, the Company shall be entitled to exercise its right under this
Section 3(i) to suspend the availability of a Registration Statement or any
Prospectus (the “Deferral Period”) for no more than 60 days during any
three-month period or an aggregate of 120 days during any 12-month period; provided,
that in the case of Demand Registrations, the Company’s right to suspend under
clause (C) above shall be subject to the restrictions on the number and length
of any deferrals or suspensions in any 12-month period set forth in Section
2(a)(iv) and shall be aggregated with the number and the length of deferral and
suspension periods under Section 2(a)(iv), such that the Company shall not be
permitted to postpone or suspend, for more than two periods in any 12-month
period aggregating not more than 120 days in such 12-month period the filing,
effectiveness or use of a Registration Statement for a Demand Registration
pursuant to Section 2(a)(iv) and/or clause (C) of this Section 3(i) taken
together.  Notwithstanding the foregoing,
to the extent a Material Event relates to a previously undisclosed proposed or
pending material business transaction, the disclosure of which the Company’s
board of directors determines in good faith would be reasonably likely to
materially impede the Company’s ability to consummate such transaction, the
Company may extend a Deferral Period from 60 days to 90 days.  The Company shall not be required to specify
in the written notice to each of the Stockholders the nature of the event
giving rise to the Deferral Period.  In
the event that the Company shall exercise its rights hereunder, the applicable
time period during which the Registration Statement is to remain effective
pursuant to Section 3(c) shall be extended by a period of time equal to the
duration of the Deferral Period.


(j)    In
the case of an underwritten offering, make available for inspection by each of
the Stockholders, any underwriter participating in any disposition pursuant to
such Registration Statement, and any attorney, accountant or other agent
retained by any of the Stockholders or such underwriter, at the offices where
normally kept, during normal business hours, all pertinent financial and other
records, pertinent corporate documents and properties of the Company, and cause
the Company’s officers, employees and independent accountants to supply all
information reasonably requested by each of the Stockholders or any such
underwriter, attorney, accountant or agent in connection with such Registration
Statement, in each case as is necessary or reasonably advisable (based on the
reasonable advice of their respective counsel) to enable each of the
Stockholders or such underwriter to exercise their due diligence
responsibilities and defenses under the Securities Act; provided, however,
that (i) each of the Stockholders and any such underwriter shall have entered
into a customary confidentiality agreement reasonably acceptable to the Company
and (ii) each of the Stockholders and any such underwriter shall use their
respective reasonable best efforts to minimize the disruption to the Company’s
business and coordinate any such investigation of the books, records and
properties of the Company and any discussions with the Company’s officers and
accountants so that all such investigations occur at the same time.



 13
 









(k)   Use
its reasonable best efforts to comply with all applicable rules and regulations
of the SEC to the extent and so long as they are applicable to the offer and
sale of Registrable Securities by the Stockholders from time to time in
accordance with the methods of distribution set forth in the Registration
Statement, and make generally available to its securityholders earning
statements (which need not be audited) covering the period of at least twelve
months beginning with the first day of the Company’s first full calendar
quarter after the effective date of the Registration Statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act
and Rule 158 thereunder (or any similar rule promulgated under the Securities
Act).


(l)    Provide
and cause to be maintained a transfer agent and registrar for all Registrable
Securities covered by a Registration Statement from and after a date not later
than the effective date of such Registration Statement.


(m)  Use
its commercially reasonable efforts to cause all Registrable Securities to be
listed on each securities exchange and/or quotation system on which the Common
Stock is then listed and/or quoted.


SECTION 4.  Stockholders’
Obligations.


(a)  Each Stockholder agrees
that, upon receipt of any Deferral Notice from the Company of the existence of
any fact of the kind described in Section 3(i)(B) hereof, such Stockholder will
forthwith discontinue disposition of Registrable Securities pursuant to any
Registration Statement until:


(i)            such Stockholder has received copies
of the supplemented or amended Prospectus contemplated by Section 3(i) hereof;
or


(ii)           such Stockholder is advised in
writing by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus (unless such filings are made pursuant to the
requirements of Section 13 or Section 15 of the Exchange Act and such filings
are available through the SEC’s EDGAR system).


If so directed by the
Company, each of the Stockholders will deliver to the Company (at the Company’s
expense) all copies, other than permanent file copies then in such Stockholder’s
possession, of the Prospectus covering such Registrable Securities that was
current at the time of receipt of such Deferral Notice.


(b)  Each of the Stockholders
agrees promptly to furnish to the Company in writing all information required
to be disclosed in order to make any information previously furnished to the
Company by such Stockholder not misleading, any other information regarding such
Stockholder and the distribution of any Registrable Securities as may be
required by the Company to be disclosed in the Registration Statement under
applicable law or pursuant to SEC comments and any information otherwise
required by the Company to comply with applicable law or regulations.  Any sale of any Registrable Securities by a
Stockholder shall constitute a representation and warranty by such Stockholder
that the



 14
 









information
relating to such Stockholder is as set forth in the Prospectus delivered by
such Stockholder in connection with such disposition, that such Prospectus does
not as of the time of such sale contain any untrue statement of material fact
relating to or provided by such Stockholder and that such Prospectus does not
as of the time of such sale omit to state any material fact relating to or
provided by such Stockholder necessary to make the statements in such
Prospectus, in the light of the circumstances under which they were made, not
misleading.


SECTION 5.  Registration
Expenses.  The Company shall bear all
fees and expenses incurred in connection with the performance by the Company of
its obligations under Sections 2 and 3 of this Agreement (whether with
respect to a Demand Registration or Piggyback Registration) whether or not any
of the Registration Statements are declared effective.  Such fees and expenses shall include
(i) all registration and filing fees (including, without limitation, fees
and expenses (x) with respect to filings required to be made with the
National Association of Securities Dealers, Inc. and the SEC’s registration
fees and (y) of compliance with federal and state securities or “blue sky”
laws to the extent such filings or compliance are required pursuant to this
Agreement (including, without limitation, reasonable fees and disbursements of
the counsel specified in the next sentence in connection with “blue sky”
qualifications of the Registrable Securities under the laws of such
jurisdictions as the Stockholder may designate)), (ii) printing expenses,
(iii) duplication expenses relating to copies of any Registration
Statement or Prospectus delivered to the Stockholders hereunder, (iv) fees
and disbursements of counsel for the Company in connection with any Demand
Registration or Piggyback Registration, (v) reasonable “road show” or other
marketing expenses (provided that this Section 5 shall not adversely affect the
Company’s arrangements with any underwriters), (vi) fees and expenses of the
Company’s independent certified public accountants (including the fees and
expenses of any comfort letters required by or incident to the performance and
compliance with this Agreement), (vii) reasonable expenses of
underwriters, other than discounts and commissions attributable to the
Registrable Securities included in such registration, and
(viii) reasonable fees and disbursements of the registrar and transfer
agent for the Common Stock.  Such fees
and expenses shall not include the fees and expenses of legal counsel to the
Stockholders.  In addition, the Company
shall pay its internal expenses (including, without limitation, all salaries
and expenses of officers and employees performing legal or accounting duties),
and its expenses for any annual audit, the fees and expenses incurred in
connection with the listing of the Registrable Securities on any securities
exchange on which the same securities of the Company are then listed and the
fees and expenses of any person, including special experts, retained by the
Company.  The Stockholders shall pay all
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of Registrable Securities pursuant to any Registration
Statement, and any fees and expenses of legal counsel to the Stockholders.


SECTION 6. 
Indemnification; Contribution.


(a)   In
connection with any Demand Registration or Piggyback Registration, the Company
agrees to indemnify and hold harmless each of the Stockholder Representatives,
each of the Stockholders and each Person, if any, who controls each of the
Stockholder Representatives and Stockholders within the meaning of either
Section 15 of the



 15















Securities Act or Section 20 of the Exchange Act (each, a “Stockholder
Indemnified Person”) against any and all loss, liability, claim and damage,
as incurred, arising out of any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement (or any amendment
thereto), or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading or arising out of any untrue statement or alleged untrue statement
of a material fact included in any preliminary prospectus or any Prospectus (or
any amendment or supplement thereto) or Issuer Free Writing Prospectus (or any
amendment or supplement thereto), or the omission or alleged omission therefrom
of a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, and
agrees to reimburse any Stockholder Indemnified Person as promptly as
practicable upon demand for any legal or other expenses reasonably incurred by
such Stockholder Indemnified Person in connection with investigating, defending
or paying any such loss, claim, damage, liability or action; provided, however,
that this indemnity agreement shall not apply to any loss, liability, claim or
damage to the extent arising out of any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with information
furnished to the Company by or on behalf of the Stockholder or any Person, if
any, who controls the Stockholder for use in any Registration Statement (or any
amendment thereto), or any preliminary prospectus or Prospectus (or any
amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any
amendment or supplement thereto).


(b)   In
connection with any Demand Registration or Piggyback Registration, each
participating Stockholder agrees to indemnify and hold harmless the Company,
and each person, if any, who controls the Company within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act
against any and all loss, liability, claim and damage described in the
indemnity contained in subsection (a) of this Section 6, as incurred,
but only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in any Registration Statement (or any amendment
thereto) or any preliminary prospectus or Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with information furnished to the
Company by or on behalf of such Stockholder for use in the Registration
Statement (or any amendment thereto) or such preliminary prospectus or
Prospectus (or any amendment or supplement thereto).


(c)   Each
indemnified party shall give notice as promptly as reasonably practicable to
each indemnifying party of any action or proceeding commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not prejudiced as a result thereof and in any
event shall not relieve it from any liability which it may have otherwise than
on account of these indemnity provisions. 
In case any such action shall be brought against any indemnified party
and it shall notify an indemnifying party of the commencement thereof, such
indemnifying party shall be entitled to participate therein and, to the extent
that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory
to such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and, after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, such indemnifying party



 16
 









shall not be liable to such indemnified party under this Section 6 for
any legal expenses of other counsel or any other expenses, in each case
subsequently incurred by such indemnified party, in connection with the defense
thereof.  No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or compromise
or consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution is sought under this Section 6 (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement
as to or an admission of fault, culpability or a failure to act by or on behalf
of any indemnified party.  No indemnified
party shall, without the prior written consent of the indemnifying party,
effect any settlement of any commenced or threatened litigation, investigation,
proceeding or claim in respect of which any indemnification is sought
hereunder.


(d)   If
the indemnification provided for in this Section 6 from the indemnifying party
is unavailable to an indemnified party hereunder in respect of any losses,
claims, damages or liabilities referred to in this Section 6:


(i) The indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or expenses, (i) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as shall be appropriate to
reflect the relative benefits received by the indemnifying party and the
indemnified party from the offering of the securities covered by such
Registration Statement in connection with which the actions resulting in such
losses, claims, damages or liabilities occurred.  The relative fault of such indemnifying
party, on the one hand, and the indemnified party, on the other hand, shall be
determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the indemnifying party
or by the indemnified party and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission.  The amount paid or payable by
a party as a result of the losses, claims, damages or liabilities referred to
above shall be deemed to include, subject to the limitations set forth in Section
6(a) and Section 6(b), any legal or other fees or expenses reasonably incurred
by such party in connection with any investigation or proceeding.


(ii) If indemnification
is available under this Section 6, the indemnifying parties shall indemnify
each indemnified party to the full extent provided in this Section 6 without
regard to the relative fault of such indemnifying party or indemnified party or
any other equitable consideration referred to in this Section 6(d).



 17
 









(iii) No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.


(iv) For purposes of this
Section 6(d), each Person, if any, who controls a Stockholder within the
meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act shall have the same rights to contribution as such Stockholder,
and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act
shall have the same rights to contribution as the Company.


(e) The obligations of the Company and the
Stockholders under this Section 6 shall survive the completion of any offering
of Registrable Securities pursuant to any Registration Statement under this
Agreement.


SECTION 7.  Participation in
Underwritten Registrations.  Each of
the Stockholders agrees that it may not participate in any registration
hereunder which is underwritten unless such Stockholder (a) agrees to sell its
Registrable Securities on the basis provided in any underwriting arrangements
approved by the Company and (b) completes and executes all questionnaires,
powers of attorney and other documents reasonably required under the terms of
such underwriting arrangements.


SECTION 8.  Rule 144 Reporting.  With a view to making available the benefits
of certain rules and regulations of the SEC which may at any time permit the
sale of any Registrable Securities to the public without registration, the
Company agrees to use commercially reasonable efforts to:


(a) File, as and when applicable, with the SEC in a
timely manner all reports and other documents required of the Company under the
Exchange Act.


(b) If the Company is not required to file reports
pursuant to the Exchange Act, upon the request of any Stockholder, make
publicly available the information specified in subparagraph (c)(2) of Rule
144.


(c) So long as any
Stockholder owns any Registrable Securities, furnish to such Stockholder, upon
request and at such Stockholder’s expense, a written statement by the Company
as to its compliance with the reporting requirements of Rule 144.


SECTION 9. 
Stockholders Representatives.


(a)           Each Stockholder who is a permitted
transferee of Registrable Securities initially held by the ESOP, and who has
properly been assigned any rights hereunder in accordance with Section 12(c),
hereby designates the ESOP Fiduciary as the “ESOP Stockholders
Representative” and each Stockholder who is a permitted transferee of
Registrable Securities initially held by EGI-TRB, and who has been properly
assigned any rights hereunder in accordance with Section 12(c), hereby
designates EGI-TRB as the “EGI-TRB Stockholders Representative.”   The ESOP Stockholders Representative and the
EGI-TRB Stockholders Representative are collectively referred to herein as the “Stockholders



 18
 









Representatives”
and individually as a “Stockholders Representative.”


(b)           Except as provided in Section 6(b),
none of the Stockholders Representatives will incur any liability with respect
to any action taken or suffered by it in reliance upon any notice, direction,
instruction, consent, statement or other document believed by him to be genuine
and to have been signed by the proper person (and shall have no responsibility
to determine the authenticity thereof), nor for any other action or inaction,
except his own gross negligence, willful misconduct or bad faith.  In all questions arising under this
Agreement, each of the Stockholders Representatives may rely on the advice of
counsel, and none of the Stockholders Representatives will be liable to anyone
for anything done, omitted or suffered in good faith by such Stockholders
Representative based on such advice. 
Except as expressly provided herein, none of the Stockholders
Representatives will be required to take any action involving any expense
unless the payment of such expense is made or provided for in a manner
reasonably satisfactory to him.


SECTION 10. 
Limitations on Registration of Other Securities.  From and
after the date of this Agreement, the Company shall not, without the prior
written consent of each of the Stockholders Representatives, enter into any
agreement with any holder or prospective holder of any securities of the
Company giving such holder or prospective holder any registration rights the
terms of which are as or more favorable taken as a whole than the registration
rights granted to the Stockholders hereunder unless the Company shall also give
such rights to the Stockholders hereunder. 
Prior to the date hereof, the Company has provided the Initial
Stockholders with true and correct copies of any agreement (or summaries of
unwritten agreements or arrangements) pursuant to which the Company has given
any holder or prospective holder of any securities of the Company any registration
rights.  The Stockholders Representatives
hereby consent to the Registration Rights Agreement, dated the date hereof,
between Chandler Trust No. 1, Chandler Trust No. 2 and the Company (the “Chandler
Registration Rights Agreement”), and agree that such Registration Rights
Agreement does not violate the terms of this Agreement.


SECTION 11. 
No Inconsistent Agreements.  The Company will not hereafter
enter into any agreement with respect to its securities, which is inconsistent,
or in conflict, in any material respect with the rights granted to the
Stockholders in this Agreement.


SECTION 12. 
Miscellaneous.


(a)   Amendments and Waivers. 
The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, unless such
amendment, modification, supplement, waiver or consent is agreed to by each of
the parties hereunder.  Each of the parties
hereto shall be bound by any such amendment, modification, supplement, waiver
or consent effected pursuant to this Section 12(a), whether or not any
notice, writing or marking indicating such amendment, modification, supplement,
waiver or consent appears on the Registrable Securities.


(b)   Notices.  All notices
and other communications provided for or permitted hereunder shall be made in
writing by hand delivery, by telecopier, by courier guaranteeing



 19
 









overnight delivery or by first-class
mail, return receipt requested, and shall be deemed given (i) when made,
if made by hand delivery, (ii) upon confirmation, if made by telecopier,
(iii) one (1) Business Day after being deposited with such courier, if
made by overnight courier, or (iv) on the date indicated on the notice of
receipt, if made by first-class mail, to the parties as follows:


	
  if to the Company, to:

  
	
   

  	
   

  
	
   

  	
  Tribune Company

  
	
   

  	
  435 North
  Michigan Avenue

  
	
   

  	
  Chicago,
  Illinois 60611

  
	
   

  	
  Attention:
  General Counsel

  
	
   

  	
  Telecopy: (312)
  222-4206

  
	
   

  	
   

  
	
  with a copy (which shall not constitute notice) to:

  
	
   

  	
   

  
	
   

  	
  Sidley Austin
  LLP

  
	
   

  	
  One South
  Dearborn Street

  
	
   

  	
  Chicago,
  Illinois 60603

  
	
   

  	
  Attention: Larry
  A. Barden

  
	
   

  	
  Telecopy: (312)
  853-7036

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  Wachtell,
  Lipton, Rosen & Katz

  
	
   

  	
  51 West 52nd
  Street

  
	
   

  	
  New York, NY
  10019

  
	
   

  	
  Attn: Steven A.
  Rosenblum

  
	
   

  	
  Tel: (212)
  403-1221

  
	
   

  	
  Fax: (212)
  403-2000

  
	
   

  	
   

  
	
  if to EGI-TRB, to:

  
	
   

  	
   

  
	
   

  	
  EGI-TRB, L.L.C.

  
	
   

  	
  c/o Equity Group
  Investments, L.L.C.

  
	
   

  	
  Two North
  Riverside Plaza, Suite 600

  
	
   

  	
  Chicago, IL
  60606

  
	
   

  	
  Attn: Joseph M.
  Paolucci and Marc D. Hauser

  
	
   

  	
  Tel: (312)
  466-3885 and (312) 466-3281

  
	
   

  	
  Fax: (312)
  454-0335

  
	
   

  	
   

  
	
  with a copy (which shall not constitute notice) to:

  
	
   

  
	
   

  	
  Jenner &
  Block LLP

  
	
   

  	
  330 N. Wabash
  Ave.

  
	
   

  	
  Chicago, IL
  60611

  
	
   

  	
  Attn: Joseph P.
  Gromacki

  
	
   

  	
  Tel: (312)
  923-2637

  
	
   

  	
  Fax: (312)
  923-2737

  



 



 20
 









 


	
  if to the ESOP, to:

  
	
   

  	
   

  
	
   

  	
  Tribune Employee
  Stock Ownership Trust 

  c/o Greatbanc Trust Company, Trustee 

  1301 West 22nd Street, Suite 702 

  Oak Brook, Il  60523 

  Attn: Marilyn Marchetti and Danielle Montesano 

  Tel: (630) 572-5121 and (630) 572-5120 

  Fax: (630) 571-0599

  
	
   

  	
   

  
	
  with a copy (which shall not constitute notice) to:

  
	
   

  	
   

  
	
   

  	
  K & L Gates 

  535 Smithfield Street 

  Pittsburgh, PA  15222 

  Attn: Charles R. Smith, Esq. 

  Tel: (412) 355-6536 

  Fax: (412) 355-6501

  



 


or to such other address as such person may have
furnished to the other persons identified in this Section 12(b) in writing
in accordance herewith.


(c)   Successors and Assigns. 
This Agreement shall inure to the benefit of and be binding upon the
successors and permitted assigns of each of the parties hereto.  The Initial Stockholders shall not be
permitted to assign or transfer any of its rights or obligations under this
Agreement to any Person, other than by operation of law to a successor-in-interest
of the Initial Stockholder until the applicable Restriction Termination Date at
which time the Initial Stockholders shall be permitted to assign or transfer
its rights and obligations under this Agreement to any permitted transferee of
Registrable Securities, but only to the extent necessary to give such
transferees the rights and obligations of Stockholders as contemplated
hereunder with respect to the Registrable Securities transferred to such
transferees.  Notwithstanding the
foregoing, at all times, EGI-TRB shall be entitled to transfer its rights and
obligations under this Agreement to a Permitted Transferee, but only to the
extent necessary to give such Permitted Transferee the rights and obligations
of Stockholders as contemplated hereunder with respect to the Registrable
Securities transferred to such Permitted Transferee.  For the avoidance of doubt, in no event shall
any transferee be a Stockholders Representative hereunder.


(d)   Counterparts.  This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be original and all of which taken together shall constitute one and the
same agreement.


(e)   Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.



 21
 









(f)    Governing Law.  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS, WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS THEREOF.


(g)   Severability.  If any
term, provision, covenant or restriction of this Agreement is held to be
invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated
thereby, and the parties hereto shall use their reasonable best efforts to find
and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction,
it being intended that all of the rights and privileges of the parties hereto
shall be enforceable to the fullest extent permitted by law.


(h)   Entire Agreement. 
This Agreement is intended by the parties hereto as a final expression
of their agreement and is intended to be a complete and exclusive statement of
the agreement and understanding of the parties hereto in respect of the subject
matter contained herein and the registration rights granted by the Company with
respect to the Registrable Securities. 
The Stockholders acknowledge and agree that there are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein, with respect to the registration rights granted by the Company with
respect to the Registrable Securities. 
This Agreement supersedes all prior agreements and undertakings among
the parties hereto with respect to such registration rights.


(i)    Effectiveness and Termination.  This Agreement shall become effective upon
the Merger Termination Date.  This
Agreement and the obligations of the parties hereunder shall terminate upon the
earlier to occur of (i) the time when there shall be no Registrable Securities
remaining and (ii) the consummation of the Merger, except, in the case of
termination pursuant to clause (i) above, for any liabilities or
obligations under Section 5 or 6 hereof, each of which shall remain in
effect in accordance with its terms.


*     *     *    
*



 22














IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written above.


	
  

  	
  TRIBUNE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis J. FitzSimons

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dennis J. FitzSimons

  
	
   

  	
   

  	
  Title:

  	
  Chairman, President and

  
	
   

  	
   

  	
   

  	
  Chief Executive Officer

  
					



 


Agreed and accepted as of the date

first above written:


EGI-TRB, L.L.C.


	
  By:

  	
  /s/ Philip G. Tinkler

  	
   

  
	
   

  	
  Name:

  	
  Philip G. Tinkler

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
				



 


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:

  	
  /s/ Marilyn H. Marchetti

  	
   

  
	
   

  	
  Name:

  	
  Marilyn H. Marchetti

  
	
   

  	
  Title:

  	
  Senior Vice President

  
					



 


Registration Rights Agreement Signature
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