Exhibit 10.11


 


	
  J.P. MORGAN

  SECURITIES INC.

  JPMORGAN CHASE

  BANK, N.A.

  270 Park Avenue

  New York, NY  10017

  	
  MERRILL LYNCH

  CAPITAL

  CORPORATION

  4 World Financial Center

  New York, NY  10080

  	
  CITIGROUP

  GLOBAL MARKETS

  INC.

  388 Greenwich Street

  New York, NY  10013

  	
  BANC
  OF AMERICA

  SECURITIES LLC 

  BANC OF AMERICA

  BRIDGE LLC

  BANK OF

  AMERICA, N.A.

  9 West 57th Street

  New York, NY 10019

  



 


April 5, 2007


Tribune Company

435 North Michigan Avenue, 6th Floor

Chicago, Illinois  60611


	
  Attention:

  	
  Don Grenesko

  
	
   

  	
  Senior Vice President, Finance and Administration

  



 


Re:          Project Tower — Amended and
Restated Second Step Commitment Letter


Ladies
and Gentlemen:


Tribune Company (“you” or “Tribune”) has
advised J.P. Morgan Securities Inc. (“JPMorgan”),
JPMorgan Chase Bank, N.A. (“JPMCB”), Merrill Lynch Capital
Corporation (“Merrill Lynch”), Citigroup
Global Markets Inc. (“CGMI”) on behalf of Citigroup (as defined below), Bank
of America, N.A. (“Bank of America”), Banc of America Bridge LLC (“Banc
of America Bridge”) and Banc of America Securities LLC (“BAS”) that
(i) you have entered into an agreement and plan of merger dated as of the date
hereof (the “Acquisition Agreement”) with a new employee stock ownership
plan sponsored by Tribune (the “ESOP”) that will be a “qualified plan”
and an “employee stock ownership plan” under the Internal Revenue Code of 1986,
as amended (the “Code”) for the benefit of employees of Tribune and its
subsidiaries (the administrator of the ESOP will be a fiduciary that is
qualified under the Code) and an entity formed by the ESOP, pursuant to which
such entity (“Merger Sub”) will be merged (the “Acquisition”)
with and into Tribune with Tribune continuing as the surviving corporation,
(ii) concurrently with the execution and delivery of the Acquisition Agreement,
you intend to enter into a securities purchase agreement with EGI-TRB, L.L.C.,
a newly formed single member limited liability company (“Holdco”) owned
by Samuel Zell (“Zell”), pursuant to which Holdco will invest, which
investment will be personally guaranteed by Zell, in Tribune $250.0 million in
cash in exchange for $50.0 million of common equity (at a price of $34.00 per
share) and an unsecured subordinated exchangeable promissory note in the
principal amount of $200.0 million due upon the earlier to occur of the
consummation of the Acquisition and the termination of the Acquisition
Agreement in accordance with its terms (the “Zell Note”), (iii)
concurrently with the execution and delivery of the Acquisition Agreement,
Tribune will form the ESOP, (iv) concurrently with 













or as soon as practicable following the execution of
the Acquisition Agreement, the ESOP will purchase $250.0 million of Tribune
common equity (at a price not in excess of fair market value for purposes of Section
3(18) of ERISA) in exchange for a $250.0 million aggregate principal amount 30
year note (at a reasonable rate of interest and otherwise on arms’ length terms
that are generally fair and reasonable to the ESOP from a financial point of
view) (such note, the “ESOP Note” and such investment, the “ESOP
Investment”), (v) immediately upon consummation of the Acquisition, the
ESOP will own 100% of the equity of Tribune, (vi) immediately following the
consummation of the Acquisition, Holdco will use the cash proceeds it receives
from the Acquisition plus an additional $65.0 million (the “Incremental Zell
Investment”) to purchase: (a) an 11 year $225.0 million initial principal
amount pay-in-kind subordinated note (the “Zell Sub Note”) and (b) a 15
year warrant (the “Warrant”) to purchase the number of shares of the
common stock of Tribune (on a fully diluted basis) set forth in the Warrant at
the exercise price provided for in the Warrant (such purchase, the “Holdco
Purchase”), (vii) Tribune intends to enter into that certain “Project Tower
— Amended and Restated First Step Commitment Letter” dated the date hereof
among Tribune, the Initial Lenders and the Lead Arrangers (the “First Step
Commitment Letter” and the Transactions contemplated thereby the “First Step
Transactions”) and consummate the First Step Transactions prior to the
consummation of the Acquisition, and (viii) the sources and uses of the funds
necessary to consummate the Acquisition and the other transactions contemplated
hereby are set forth on Annex I to this Amended and Restated Commitment
Letter.  For purposes of this Amended and
Restated Commitment Letter, “Citigroup” means CGMI, Citibank, N.A.,
Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates
as may be appropriate to consummate the transactions contemplated herein.  This letter amends, restates and supersedes
in its entirety the Project Tower — Second Step Commitment Letter among
JPMorgan, JPMCB, Merrill Lynch, and Citigroup dated April 1, 2007 and such
Commitment Letter shall be of no further force or effect.


In addition, you have advised JPMCB, Merrill Lynch,
Citigroup, Bank of America and Banc of America Bridge (collectively, the “Initial
Lenders”) that in connection with the Acquisition, Tribune will (i) borrow
up to $2,105 million of new term loans described in Exhibit A hereto
(the “Incremental Facility”) as incremental term loans provided for
under the senior secured credit facilities to be entered into by Tribune as
part of the First Step Transactions (the “Senior Secured Credit Facilities”
and together with the Incremental Facility, the “Bank Facilities”) and
(ii) either (a) borrow up to $2,100 million in senior unsecured loans from one
or more lenders under the senior unsecured bridge facility described in Exhibit
B hereto (the “Senior Bridge Facility” and together with the
Incremental Facility, the “Second Step Facilities”) or (b) issue $2,100
million in aggregate principal amount of senior unsecured notes (the “Senior
Notes”) in a public offering or in a Rule 144A or other private placement.


The Acquisition, the incurrence of the incremental
term loans under the Incremental Facility, the execution and delivery of the
Senior Bridge Facility or the issuance of the Senior Notes, the Holdco Purchase
(including the issuance of the Warrant and the Zell Sub Note) and the other
transactions contemplated hereby and thereby (other than the First Step Transactions)
are referred to as the “Second Step Transactions”.


You have requested that the Initial Lenders commit to
provide the Second Step Facilities to finance the Acquisition and to pay
certain related fees and expenses.



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Accordingly, subject to the terms and conditions set
forth below, the Initial Lenders hereby agree with you as follows:


1.             Commitment; Engagement.  (a) Each of JPMCB and Merrill Lynch hereby
commits, severally and not jointly, to provide to Tribune 30% of each of the
Second Step Facilities, (b) Citigroup hereby commits, severally and not
jointly, to provide to Tribune 25% of each of the Second Step Facilities, (c)
Bank of America hereby commits, severally and not jointly, to provide to
Tribune 15% of the Incremental Facility and (d) Banc of America Bridge hereby
commits, severally and not jointly, to provide to Tribune 15% of the Senior
Bridge Facility, in each case, upon the terms and subject to the conditions set
forth or referred to herein, in the confidential Amended and Restated Second
Step Fee Letter (the “Second Step Fee Letter”) dated the date hereof and
delivered to you, in the Incremental Facility Summary of Terms and Conditions
attached hereto (and incorporated by reference herein) as Exhibit A
(the “Incremental Term Sheet”) and in the Bridge Facility Summary of
Terms and Conditions attached hereto (and incorporated by reference herein) as Exhibit
B (the “Bridge Term Sheet” and together with the Incremental Term
Sheet, the “Term Sheets”).  The
commitments of the Initial Lenders hereunder with respect to the Incremental
Facility are subject to the negotiation, execution and delivery of an incremental
term loan amendments to the Credit Documents (as defined in the First Step Commitment
Letter) and appropriate ancillary documentation necessary to include the
Incremental Facility in the Senior Secured Credit Facilities (the “Incremental
Amendments”) reflecting substantially the terms and conditions set forth
herein and in the Term Sheets and the Second Step Fee Letter and otherwise
mutually agreed upon.  The commitments of
the Initial Lenders hereunder with respect to the Bridge Facility are subject
to the negotiation, execution and delivery of definitive documents governing
the Senior Bridge Facility (the “Bridge Documents” and together with the
Incremental Amendments, the “Operative Documents”) reflecting
substantially the terms and conditions set forth herein and in the Term Sheets
and the Second Step Fee Letter and otherwise in a customary form.  Notwithstanding anything in this Amended and
Restated Commitment Letter, the Term Sheets, the Second Step Fee Letter, the
Operative Documents or any other letter agreement or other undertaking
concerning the financing of the Second Step Transactions to the contrary,
(i) the only representations relating to Tribune, its subsidiaries and
their businesses the making of which shall be a condition to availability of
the Second Step Facilities on the Second Step Closing Date shall be (A) such of
the representations made by Tribune in the Acquisition Agreement as are
material to the interests of the Lenders, but only to the extent that Merger
Sub has the right to terminate its obligations under the Acquisition Agreement
as a result of a breach of such representations in the Acquisition Agreement
and (B) the representations and warranties of Tribune set forth in the Credit
Agreement and the Operative Documents relating to corporate status, power and
authority, due authorization, execution and delivery and enforceability of the
Operative Documents, Federal Reserve margin regulations and the Investment
Company Act (the representations in clauses (A) and (B) together the “Specified
Representations”) and (ii) the terms of the Operative Documentation shall
be in a form such that they do not impair availability of the Second Step
Facilities on the Second Step Closing Date if the conditions set forth herein
and in the Term Sheets are satisfied.


2.             Syndication.  The Initial Lenders reserve the right and
intend, prior to or after the execution of the Operative Documents and in
consultation with you, to syndicate all or a portion of their respective
commitments with respect to the Second Step Facilities to one or more financial
institutions (together with the Initial Lenders, the “Lenders”).  Upon the issuance by 



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any additional Lender of
its commitment with respect to any of the Second Step Facilities, the Initial
Lenders’ commitments with respect to such Second Step Facilities shall be
reduced in the aggregate by an equal amount (and on a pro  rata
basis as among the Initial Lenders). 
Notwithstanding any such reduction in commitments, the Initial Lenders
shall remain committed to fund amounts assigned in the event additional Lenders
fail to fund.  The commitments of the
Initial Lenders hereunder are several and not joint, and are subject to (a)
JPMorgan, Merrill Lynch, Citigroup and BAS (or one or more of their respective
affiliates) and acting as joint lead arrangers and bookrunners (the “Lead
Arrangers”) of, (b) Merrill Lynch acting as sole and exclusive administrative
agent (the “Administrative Agent”) for, (c) JPMCB acting as sole and
exclusive syndication agent for, and (d) Citigroup and Banc of America Bridge
acting as co-documentation agents for the Senior Bridge Facility.  It is further agreed that in connection with
any offering or marketing materials relating to the Incremental Facility,
JPMorgan will appear “on the left”, in connection with any offering or
marketing materials relating to the Senior Bridge Facility, Merrill Lynch will
appear “on the left”, and in each case the names of the other Lead Arrangers
will appear in such order as they appear in the caption of this letter.  The Lead Arrangers (or one or more of their
respective affiliates) will manage all aspects of the syndication in
consultation with you, including decisions as to the selection of potential
Lenders to be approached and when they will be approached, when their
commitments will be accepted, which Lenders will participate and the final
allocations of the commitments among the Lenders (which are likely not to be pro
rata across facilities among Lenders). 
The Lead Arrangers will exclusively perform, in consultation with you,
all functions and exercise all authority as customarily performed and exercised
in such capacities, including selecting one law firm as counsel for the Lead
Arrangers and the Initial Lenders and negotiating the Operative Documents.  Any agent or arranger titles (including
co-agents) awarded to other Lenders with respect to the Facilities are subject
to the prior approval of Tribune and the Lead Arrangers (such approval not to
be unreasonably withheld or delayed) and shall not entail any role with respect
to the matters referred to in this paragraph without the prior consent of the
Lead Arrangers (such consent not to be unreasonably withheld or delayed).  You agree that, without the consent of the
Initial Lenders, Tribune shall not pay to any Lender any compensation outside
the terms contained herein and in the Second Step Fee Letter in order to obtain
its commitment to participate in any of the Second Step Facilities.


You understand that the Lead Arrangers intend to
commence the syndication of the Second Step Facilities promptly, and you agree
actively to assist them, and to use commercially reasonable efforts to cause
Tribune to assist them, in achieving a timely syndication that is mutually
satisfactory to the Lead Arrangers and Tribune. 
The syndication efforts will be accomplished by a variety of means,
including direct contact during the syndication between senior management, advisors
and affiliates of Tribune on the one hand and the proposed Lenders on the other
hand, and Tribune hosting, with the Lead Arrangers, at least one meeting with
prospective Lenders at such times and places as the Lead Arrangers may reasonably
request.  You agree, upon the reasonable
request of the Lead Arrangers, to use commercially reasonable efforts to
(a) provide, and cause your subsidiaries and advisors to provide to the
Lead Arrangers all information relating to you and your subsidiaries reasonably
deemed necessary by them as and when such information becomes available,
including without limitation, upon request from the Lead Arrangers copies of
Tribune’s internal management reports prepared in the ordinary course of
business consistent with past practices for each fiscal month after the most
recent fiscal quarter (including year end) for which financial statements were
received by the Lenders as described in Paragraph 1 of Annex II hereto and
ended 30 days before the Second Step Closing Date, to suc-



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cessfully complete the primary syndication of the
Second Step Facilities, including the Information and Projections (including
updated projections) contemplated hereby, (b) assist, and cause your
subsidiaries and advisors to assist, the Lead Arrangers in the preparation of a
Confidential Information Memorandum to be completed not later than 20 business
days prior to the Second Step Closing Date (as defined in Exhibit A) and other
reasonably necessary marketing materials (the contents of which, except to the
extent relating to either Lead Arranger or its affiliates, you shall be solely
responsible for) to be used in connection with the primary syndication of the
Second Step Facilities and (c) obtain, at your expense, corporate family
ratings and a monitored public rating of each of the Second Step Facilities
from each of Moody’s Investors Service, Inc. (“Moody’s”) and Standard
& Poor’s, a division of the McGraw Hill Companies (“S&P”) (which
in the case of the Bank Facilities, may be a re-assignment of an existing
rating).  You also agree to use your
commercially reasonable efforts to ensure that the syndication efforts of the
Lead Arrangers benefit materially from your (and your subsidiaries’) existing
lending relationships.  You further agree
to afford the Lead Arrangers and their affiliates a period of not less than 20
business days prior to the Second Step Closing Date to syndicate the Second
Step Facilities.


Without limiting your obligation to assist with the
syndication efforts as set forth above, it is understood and agreed that
completion of such syndication is not a condition to the Initial Lenders’
commitments hereunder.


3.             Fees.  As consideration for the commitments of the
Initial Lenders hereunder and the agreement of the Lead Arrangers to arrange,
manage, structure and syndicate the Second Step Facilities, you agree to pay to
them when due the fees as set forth in the Second Step Fee Letter.


4.             Conditions.  The Initial Lenders’ commitments hereunder
are subject to the conditions set forth in Annex II to this Amended and
Restated Commitment Letter and are also subject to:


(a)           the preparation, execution and delivery
of mutually satisfactory definitive documentation with respect to the Second
Step Facilities (including Incremental Amendments and a bridge credit agreement
and related guarantees) incorporating the terms outlined in this Amended and Restated
Commitment Letter and in the Term Sheets and otherwise in a customary form;


(b)           the Initial Lenders and their
respective affiliates shall be satisfied that, after the date hereof and until
the successful syndication of the Second Step Facilities, or, if earlier, the
Second Step Closing Date, none of Tribune, Holdco, any of their respective
subsidiaries or the ESOP shall have offered, placed, arranged or issued, or
engaged in discussions concerning the offering, placement, arrangement or
issuance of, any debt facility or debt security (including any renewal or
refinancing of and increase of commitments under existing facilities or
securities) prior to or during the primary syndication of the Second Step
Facilities, without the prior written consent of the Lead Arrangers, other than
the Second Step Facilities, the Zell Note, the Zell Sub Note and any Senior
Notes offered, issued or sold in connection with or as a part of the First Step
Transactions or the Second Step Transactions; and



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(c)           (i)
from December 31, 2006 through the date hereof, except as otherwise
contemplated, required or permitted by the Acquisition Agreement, the Tower
Purchase Agreement (as defined in the Acquisition Agreement) or the ESOP
Purchase Agreement (as defined in the Acquisition Agreement) there has not been
any event, development or state of circumstances that has had or would
reasonably be expected to have, individually or in the aggregate, a Company
Material Adverse Effect (as defined (and all component definitions thereof are
defined) in the Acquisition Agreement as in effect on the date hereof) and (ii)
since the date hereof, there has not been any event, development or state of
circumstances that has had or would reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect.


5.             Information and
Investigations.  You hereby
represent and warrant that (a) all information and data (excluding the
Projections and information of a general economic or industry-specific nature)
that have been or will be made available by you or any of your representatives
or advisors to the Initial Lenders, the Lead Arrangers or any Lender (whether
prior to or on or after the date hereof) in connection with the Second Step
Transactions, taken as a whole (the “Information”), is and will be
complete and correct in all material respects and does not and will not, taken
as a whole, contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements contained therein
not materially misleading in light of the circumstances under which such
statements are made, and (b) all financial projections concerning Tribune
and its subsidiaries and the transactions contemplated hereby (the “Projections”)
that have been made or will be prepared by or on behalf of you or any of your
representatives or advisors and that have been or will be made available to the
Initial Lenders, the Lead Arrangers or any Lender in connection with the
transactions contemplated hereby have been or in the case of projections made
after the date hereof, will be, prepared in good faith based upon assumptions
that you reasonably believe to have been reasonable at the time made (it being
understood that any such projections are subject to significant uncertainties
and contingencies, many of which are beyond your control, and that no assurance
can be given that such projections will be realized and that actual results may
differ from such projections and such differences may be material).  You agree to use commercially reasonable
efforts to supplement the Information and
the Projections from time to time until the Second Step Closing Date and, if requested
by the Lead Arrangers, for a reasonable
period thereafter (not to exceed 45 days) necessary to complete the successful
syndication of the Second Step Facilities so that the representation and
warranty in the preceding sentence remains correct in all material
respects.  In syndicating the Second Step
Facilities the Lead Arrangers will be entitled to use and rely primarily on the
Information and the Projections without responsibility for independent check or
verification thereof.


You hereby acknowledge that (a) the Lead Arrangers
will make available Information and Projections to the proposed syndicate of
Lenders on a confidential basis through posting on IntraLinks or another
similar electronic system and (b) certain of the proposed Lenders may be “public-side”
Lenders (i.e., Lenders that do not wish to receive material non-public
information with respect to Tribune and its affiliates or any securities
thereof (“Material Non-Public Information”)) (each, a “Public Lender”).  You hereby agree that (a) you will use commercially
reasonable efforts to identify that portion of the Information and Projections
that may be distributed to the Public Lenders and include a reasonably detailed
term sheet in such Information and that all of the foregoing that is to be made
available to Public Lenders shall be clearly and conspicuously marked “PUBLIC”;
(b) by marking materials “PUBLIC,” you shall be 



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deemed to have authorized the Lead Arrangers and the
proposed Lenders to treat such materials as not containing any Material
Non-Public Information, it being understood that certain of such materials may
be subject to the confidentiality requirements of the definitive credit
documentation; (c) all materials marked “PUBLIC” are permitted to be made
available by electronic means designated for “Public Lenders;” and (d) the Lead
Arrangers shall be entitled to treat any materials that are not marked “PUBLIC”
as being suitable only for posting by confidential electronic means not
designated for “Public Lenders.”  You
also acknowledge that Public Lenders employed by one or more of the Lead
Arrangers or their respective affiliates, consisting of publishing debt
analysts, may participate in any meetings or telephone conference calls held
pursuant to Section 2 hereof; provided that
such analysts shall not publish any information obtained from such meetings or
calls until the syndication of the Second Step Facilities has been completed
upon the making of allocations by the Lead Arrangers and the Lead Arrangers
freeing the Second Step Facilities to trade.


6.             Indemnification.  You agree to indemnify and hold harmless each
Initial Lender, each Lead Arranger, each other Lender and their respective
affiliates, and each such person’s respective officers, directors, employees,
agents and controlling persons (each Initial Lender, each Lead Arranger and
each such other person being an “Indemnified Party”) from and against
any and all losses, claims, damages, costs, expenses and liabilities, joint or
several, to which any Indemnified Party may become subject under any applicable
law, or otherwise related to or arising out of or in connection with this
Amended and Restated Commitment Letter, the Second Step Fee Letter, the Term
Sheets, the Second Step Facilities, the loans thereunder and the use of
proceeds therefrom, any of the Second Step Transactions or any related transaction
and the performance by any Indemnified Party of the services contemplated
hereby, and will reimburse each Indemnified Party for any and all reasonable
and documented expenses (including reasonable and documented counsel fees and
expenses) as they are incurred in connection with the investigation of or
preparation for or defense of any pending or threatened claim or any action or
proceeding arising therefrom, whether or not such Indemnified Party is a party
and whether or not such claim, action or proceeding is initiated or brought by
or on behalf of you or any of your subsidiaries and whether or not any of the
Second Step Transactions are consummated or this Amended and Restated
Commitment Letter is terminated, except to the extent (i) determined by a final
judgment of a court of competent jurisdiction to have resulted from such
Indemnified Party’s bad faith, gross negligence or willful misconduct or (ii)
arising from a material breach of the obligations of such Indemnified Party
under this Amended and Restated Commitment Letter.  No party hereto nor any of its affiliates or
subsidiaries shall be liable to any other party hereto or any of its
subsidiaries or affiliates on any theory of liability for any special,
indirect, consequential, punitive or exemplary damages in connection in any way
with this Amended and Restated Commitment Letter, the Second Step Fee Letter,
the Term Sheets, the Second Step Facilities, the loans thereunder and the use
of proceeds therefrom, any of the Second Step Transactions or any related
transaction or the performance by any party hereto or any of its subsidiaries,
or affiliates, its obligations hereunder or under the Second Step
Facilities.  Notwithstanding any other
provision of this Amended and Restated Commitment Letter, no Indemnified Party
shall be liable for any damages arising from the use by others of information
or other materials obtained through electronic telecommunications or other
information transmission systems, except to the extent determined by a final
judgment of a court of competent jurisdiction to have resulted from such
Indemnified Party’s bad faith, gross negligence or willful misconduct.



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You agree that, without the prior written consent of
the Lead Arrangers (not to be unreasonably withheld), neither you nor any of
your affiliates or subsidiaries will settle, compromise or consent to the entry
of any judgment in any pending or threatened claim, action or proceeding in
respect of which indemnification has been or could be sought under the indemnification
provisions hereof (whether or not any other Indemnified Party is an actual or
potential party to such claim, action or proceeding), unless such settlement,
compromise or consent (i) includes an unconditional written release in form and
substance reasonably satisfactory to the Lead Arrangers of each Indemnified
Party from all liability arising out of such claim, action or proceeding and
(ii) does not include any statement as to or an admission of fault,
culpability or failure to act by or on behalf of any Indemnified Party.


7.             Expenses.  You agree to reimburse the Initial Lenders
and their affiliates for their reasonable, documented, out-of-pocket expenses
promptly following their request made from time to time (including, without
limitation, all reasonable due diligence investigation expenses, fees of consultants
engaged with your consent (not to be unreasonably withheld), syndication
expenses (including printing, distribution, and bank meetings), travel
expenses, duplication fees and expenses, search fees, filing and recording fees
and the reasonable, documented fees, disbursements and other charges of Cahill
Gordon & Reindel LLP as
counsel to the Initial Lenders, and any sales, use or similar taxes (and any
additions to such taxes) related to any of the foregoing) incurred in
connection with the negotiation, preparation, execution and delivery, waiver or
modification, collection and enforcement of this Amended and Restated
Commitment Letter, the Term Sheets, the Second Step Fee Letter and the
Operative Documents and whether or not such fees and expenses are incurred
before or after the date hereof or any loan documentation is entered into or
the Second Step Transactions are consummated or any extensions of credit are
made under the Facilities or this Amended and Restated Commitment Letter is terminated
or expires; provided that such payment or reimbursement obligation with
respect to legal counsel shall include only the reasonable fees and expenses of
Cahill Gordon & Reindel LLP.


8.             Confidentiality.  This
Amended and Restated Commitment Letter, the Term Sheets, the contents of any of
the foregoing and the Initial Lenders’ and/or their affiliates’ activities pursuant
hereto or thereto are confidential and shall not be disclosed by or on behalf
of you or any of your subsidiaries to any person without the prior written
consent of the Initial Lenders, except that you may (i) disclose this
Amended and Restated Commitment Letter, the Second Step Fee Letter and the Term
Sheets to your officers, directors, employees and advisors, and then only in
connection with the Second Step Transactions and on a confidential need-to-know
basis, (ii) file a copy of any portion of this Amended and Restated
Commitment Letter (but not the Second Step Fee Letter) and the Term Sheets in
any public record in which it is required by law to be filed and
(iii) make any other disclosure as you are required to make by applicable
law or compulsory legal process (based on the advice of legal counsel); provided,
however, that in the event of any such compulsory legal process you
agree, to the extent permitted by applicable law, to give the Lead Arrangers
prompt notice thereof and to cooperate, at the Lead Arrangers’ expense, with
the Initial Lenders in securing a protective order in the event of compulsory
disclosure.  The foregoing restrictions
shall cease to apply with respect to this Amended and Restated Commitment
Letter, the Term Sheets and the contents thereof once this Amended and Restated
Commitment Letter has been accepted by you. 
You agree that you will use commercially reasonable efforts to permit
the Initial Lenders to review and approve any reference to any of the Initial
Lenders or any of their affiliates in connection with the Second Step Facilities
or the 



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transactions contemplated
hereby contained in any press release or similar public disclosure prior to
public release.  Subject to the terms of
the next succeeding paragraph, you agree that the Initial Lenders and their
affiliates may share information concerning you and your subsidiaries and
affiliates among themselves solely in connection with the performance of their
services hereunder and the evaluation and consummation of financings and
Transactions contemplated hereby.  You
also acknowledge that the Initial Lenders or their affiliates may be providing
debt financing, equity capital or other services (including financial advisory
services) to parties whose interests may conflict with yours.  The Initial Lenders agree that they will not
furnish confidential information obtained from you to any of their other
customers and that they will treat confidential information relating to you and
your affiliates with the same degree of care as they treat their own
confidential information.  The Initial
Lenders further advise you that they and their affiliates will not make available
to you confidential information that they have obtained or may obtain from any
other customer.


Each Lead Arranger agrees to maintain the
confidentiality of the Confidential Information (as defined below), except that
Confidential Information may be disclosed (a) to its and its affiliates’
partners, directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the persons to whom
such disclosure is made will be informed of the confidential nature of such Confidential
Information and agree to keep such Confidential Information confidential), (b)
to the extent requested or required by any state, Federal or foreign authority
or examiner regulating such Lead Arranger, (c) to the extent required by
applicable law, rule or regulation or by any subpoena or similar legal process,
(d) in connection with any litigation or legal proceeding relating to this
Amended and Restated Commitment Letter or the Second Step Fee Letter or any
other documentation in connection therewith or the enforcement of rights hereunder
or thereunder or to which such Lead Arranger or any of its affiliates may be a
party, (e) to any prospective Lender (it being understood that the persons to
whom such disclosure is made will be informed of the confidential nature of
such Confidential Information and agree to keep such Confidential Information
confidential), (f) with the consent of Tribune, (g) to any rating agency when
required by such rating agency, (h) for purposes of establishing a “due diligence
defense” or (i) to the extent such Confidential Information (i) becomes
publicly available other than as a result of a breach of this paragraph or (ii)
becomes available to such Lead Arranger on a nonconfidential basis from a
source other than you or any of your subsidiaries, officers, directors,
employees or advisors.  For the purposes
of this paragraph, “Confidential Information” means all information received
from you or any of your subsidiaries, officers, directors, employees or
advisors relating to you, or your businesses, other than any such information
that is available to the Lead Arrangers on a nonconfidential basis prior to
disclosure by you.  Any person required
to maintain the confidentiality of Confidential Information as provided in this
paragraph shall be considered to have complied with its obligation to do so if
such person has exercised the same degree of care to maintain the
confidentiality of such Confidential Information as such person would accord to
its own confidential information.


9.             Termination.  The Initial Lenders’ commitments hereunder
shall terminate in their entirety on the earliest to occur of (A) May 31, 2008
if the Operative Documents are not executed and delivered by Tribune and the
Lenders on or prior to such date, (B) the date of execution and delivery
of the Operative Documents by Tribune and the Lenders, (C) if earlier than (B),
the date of termination of the Acquisition Agreement and (D) August 17, 2007 if
the Credit Agreement has not been executed and delivered by Tribune and the
lenders thereunder on or 



 9
 









prior to such date.  Notwithstanding the foregoing, the provisions
of Sections 6, 7, 8, 10 and 11 hereof shall survive any termination
pursuant to this Section 9 (it being understood that the reimbursement and
indemnification provisions contained herein shall be superseded by the reimbursement
and indemnifications provisions contained in the Credit Agreement or the Bridge
Documentation when the applicable Operative Documents become effective).


10.           Assignment; No Fiduciary; Etc.  This Amended and Restated Commitment Letter
and the commitments of the Initial Lenders hereunder shall not be assignable by
any party hereto (other than by the Initial Lenders to their respective
affiliates) without the prior written consent of the other parties hereto, and
any attempted assignment shall be void and of no effect; provided, however,
that nothing contained in this Section 10 shall prohibit the Initial Lenders
(in their sole discretion) from (i) performing any of their duties hereunder
through any of their affiliates, and you will owe any related duties (including
those set forth in Section 2 above) to any such affiliate, and
(ii) granting (in consultation with you) participations in, or selling (in
consultation with you) assignments of all or a portion of, the commitments or
the loans under the Second Step Facilities pursuant to arrangements
satisfactory to the Initial Lenders (provided that, in the case of clause (i)
or (ii) above, the Initial Lenders shall be and remain primarily liable for the
full and prompt performance of their duties and obligations hereunder).  This Amended and Restated Commitment Letter
is solely for the benefit of the parties hereto and does not confer any
benefits upon, or create any rights in favor of, any other person.


In connection with all aspects of each transaction
contemplated by this Amended and Restated Commitment Letter, you acknowledge
and agree, and acknowledge your subsidiaries’ understanding, that (i) each
transaction contemplated by this Amended and Restated Commitment Letter is an
arm’s-length commercial transaction, between Tribune, on the one hand, and each
of the Initial Lenders and the Lead Arrangers, on the other hand, (ii) in
connection with each such transaction and the process leading thereto each of
the Initial Lenders and Lead Arrangers will act solely as a principal and not
as agent (except as otherwise provided herein) nor as fiduciary of Tribune, or
its stockholders, affiliates, creditors, employees or any other party, (iii)
none of the Initial Lenders and the Lead Arrangers will assume an advisory or
fiduciary responsibility in favor of Tribune or any of its affiliates with
respect to any of the transactions contemplated hereby or the process leading
thereto (irrespective of whether any Initial Lender or Lead Arranger has
advised or is currently advising Tribune on other matters) and none of the Initial
Lenders and Lead Arrangers will have any obligation to Tribune or any of its
affiliates with respect to the transactions contemplated in this Amended and
Restated Commitment Letter except the obligations expressly set forth herein or
as otherwise expressly agreed to in writing, (iv) the Initial Lenders and Lead
Arrangers may be engaged in a broad range of transactions that involve interests
that differ from those of Tribune and its affiliates, and (v) none of the
Initial Lenders and Lead Arrangers has provided nor will provide any legal,
accounting, regulatory or tax advice with respect to any of the transactions contemplated
hereby and Tribune has consulted and will consult its own legal, accounting,
regulatory, and tax advisors to the extent it deems appropriate.  You hereby waive and release, to the fullest
extent permitted by law, any claims that you may have against the Initial Lenders
and Lead Arrangers with respect to any breach or alleged breach of fiduciary
duty in respect of any of the transactions contemplated by this Amended and
Restated Commitment Letter.



 10
 









11.           Governing Law; Waiver of Jury
Trial.  This Amended and Restated
Commitment Letter shall be governed by, and construed in accordance with, the
laws of the State of New York.  Each of
the parties hereto waives all right to trial by jury in any action, proceeding
or counterclaim (whether based upon contract, tort or otherwise) related to or
arising out of any of the Transactions or the other transactions contemplated
hereby, or the performance by the Initial lenders, the Lead Arrangers or any of
their respective affiliates of the services contemplated hereby.


12.           Amendments; Counterparts; etc.  No amendment or waiver of any provision
hereof or of the Term Sheets shall be effective unless in writing and signed by
the parties hereto and then only in the specific instance and for the specific
purpose for which given.  This Amended
and Restated Commitment Letter, the Term Sheets and the Second Step Fee Letter
are the only agreements between the parties hereto with respect to the matters
contemplated hereby and thereby and set forth the entire understanding of the
parties with respect thereto.  This
Amended and Restated Commitment Letter may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.  Delivery of an executed counterpart by
telecopier shall be effective as delivery of a manually executed counterpart.


13.           Patriot Act.  The Initial Lenders hereby notify you that
pursuant to the requirements of the USA Patriot Act, Title III of Pub. L.
107-56 (signed into law October 26, 2001) (the “Patriot Act”), the
Lenders may be required to obtain, verify and record information that
identifies Tribune, which information includes the name, address and tax
identification number and other information regarding it that will allow such
Lender to identify it in accordance with the Patriot Act.  This notice is given in accordance with the
requirements of the Patriot Act and is effective as to the Lenders.


14.           Public Announcements; Notices.  The Initial Lenders and Lead Arrangers may,
subject to your prior consent (not to be unreasonably withheld, delayed or conditioned)
at their expense, publicly announce as they may choose the capacities in which
they or their affiliates have acted hereunder. 
Any notice given pursuant hereto shall be mailed or hand delivered in
writing, if to (i) you, at your address set forth on page one hereof;
(ii) JPMorgan and JPMCB, at 270 Park Avenue, New York, NY  10017, Attention:  Rajesh Kapadia; (iii) Merrill Lynch, at 4
World Financial Center, New York, New York 10080, Attention:  David Tuvlin; (iv) CGMI, at 390 Greenwich
Street, New York, NY 10013, Attention: 
Robert Chen; (v) Bank of America, Banc of America Bridge and BAS, at 9
West 57th Street, New York, New York 10019, Attention:  William Pegler; (vi) in the case of the
foregoing clause (i), with a copy to Sidley Austin LLP, 1 South Dearborn
Street, Chicago, Illinois 60603, Attention: 
Robert Lewis; and (vii) in the case of the foregoing clauses (ii),
(iii), (iv) or (v), with a copy to Cahill Gordon & Reindel LLP, 80 Pine Street, New York, NY 10005,
Attention: Jonathan A. Schaffzin.


(Signature Page
Follows)



 11















Please confirm that the foregoing correctly sets forth
our agreement of the terms hereof and the Second Step Fee Letter by signing and
returning to the Initial Lenders the duplicate copy of this letter and the
Second Step Fee Letter enclosed herewith. 
Unless the Initial Lenders receive your executed duplicate copies hereof
and thereof by 5:00 p.m., New York City time, on April 5, 2007, the commitments
of the Initial Lenders hereunder will expire at such time.


We are pleased to have this opportunity and we look
forward to working with you on this transaction.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MERRILL LYNCH CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen B. Paras

  
	
   

  	
   

  	
  Name:

  	
  Stephen B. Paras

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


	
  

  	
  CITIGROUP GLOBAL MARKETS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert H. Chen

  
	
   

  	
   

  	
  Name:

  	
  Robert H. Chen

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 


	
  

  	
  J.P. MORGAN SECURITIES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Anastasio

  
	
   

  	
   

  	
  Name:

  	
  Robert Anastasio

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


	
  

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Anastasio

  
	
   

  	
   

  	
  Name:

  	
  Robert Anastasio

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 S-1
 









 


	
  

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel R. Petrik

  
	
   

  	
   

  	
  Name:

  	
  Daniel R. Petrik

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 


	
  

  	
  BANC OF AMERICA BRIDGE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James G. Rose

  
	
   

  	
   

  	
  Name:

  	
  James G. Rose

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 


	
  

  	
  BANC OF AMERICA SECURITIES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James G. Rose

  
	
   

  	
   

  	
  Name:

  	
  James G. Rose

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 



 S-2
 









Accepted and agreed to as of

the date first written above:


TRIBUNE COMPANY


	
  By:

  	
  /s/ Donald C. Grenesko

  	
   

  	
   

  
	
  Name:

  	
  Donald C. Grenesko

  	
   

  	
   

  
	
  Title:

  	
  Senior Vice President, Finance and Administration

  	
   

  	
   

  



 


Acknowledged:


EGI-TRB, L.L.C.


	
  By:

  	
  /s/ Philip G. Tinkler

  	
   

  	
   

  
	
  Name:

  	
  Philip G. Tinkler

  	
   

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  	
   

  



 



 S-3














Annex I


Estimated Sources and Uses of
Funds

(in $ millions)


	
  Sources

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Uses

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Options proceeds(1)

  	
   

  	
  $

  	
  215.0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Incremental Zell Investment

  	
   

  	
  65.0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revolving Facility(2)

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Incremental Term Loan

  	
   

  	
  2,105.0

  	
   

  	
  Acquisition
  consideration(3)

  	
   

  	
  $

  	
  4,261.0

  	
   

  
	
  Senior Notes/Senior
  Bridge Facility

  	
   

  	
  2,100.0

  	
   

  	
  Estimated
  fees and expenses(4)

  	
   

  	
  224.0

  	
   

  
	
  Rollover Debt and
  PHONES(5)

  	
   

  	
  9,106.0

  	
   

  	
  Rollover
  Debt and PHONES(5)

  	
   

  	
  9,106.0

  	
   

  
	
  Total Sources

  	
   

  	
  $

  	
  13,591.0

  	
   

  	
  Total Uses

  	
   

  	
  $

  	
  13,591.0

  	
   

  







(1)             Includes
$15.0 million of tax benefits in 2007.


(2)             $750,000,000
of commitments on the Second Step Closing Date; $0 drawn on the Second Step Closing
Date.


(3)             Includes
repayment of the Zell Note to the extent Tribune has not elected to convert it
into common equity in accordance with its terms.


(4)             Includes
approximately $104.0 million of cash distributions resulting from the change of
control.


(5)             Includes
approximately $1,521.0 million
of outstanding notes, the $7,015 million Tranche B Facility and $900.0 million
of PHONES.
















Annex II


Project Tower

Summary of Additional
Conditions Precedent


Except as otherwise set forth below, the initial
borrowing under each of the Second Step Facilities shall be subject to the
contemporaneous or prior satisfaction of the following additional conditions:


1.             The Lenders shall
have received audited consolidated balance sheets of Tribune for the most
recent fiscal year ended on or before 75 days before the Second Step Closing
Date and related statements of income, stockholders’ equity and cash flows of
Tribune and unaudited consolidated balance sheets and related statements of
income, stockholders’ equity and cash flows of Tribune for each fiscal quarter
ended after the date of the audited financial statements provided above and
ended on or before 30 days before the Second Step Closing Date.


2.             The Lenders shall
have received a pro forma consolidated balance sheet of Tribune as of the
fiscal quarter (including the fourth quarter) most recently ended prior to the
Second Step Closing Date, after giving effect to the Second Step
Transactions.  The Lead Arrangers shall
have received reasonably detailed pro forma consolidated financial projections
prepared by or on behalf of Tribune for Tribune and its consolidated entities
for the five-fiscal year period after the Second Step Closing Date.


3.             All accrued fees
and expenses (including the reasonable fees and expenses of counsel to the Lead
Arrangers) of the Lead Arrangers in connection with the Operative Documents
shall have been paid; provided that such fees and expenses shall have
been invoiced at least two business days prior to the Second Step Closing Date.


4.             As a condition to
the Incremental Facility, the Lenders thereunder shall have a valid lien on and
security interest in the collateral referred to in Exhibit A under “Collateral”
that is equivalent to the lien in favor of the other Lenders under the Tranche
B Facility.


5.             As a condition to
the Senior Bridge Facility, the Lead Arrangers shall have received, not later
than 20 business days prior to the Second Step Closing Date and at the Second
Step Closing Date, a complete printed preliminary prospectus or preliminary
offering memorandum or preliminary private placement memorandum suitable for
use in a customary “high-yield road show” relating to the Senior Notes, which
will include (unless and to the extent that you and the Lead Arrangers
otherwise agree) all financial statements and other data to be included therein
(including all audited financial statements, all unaudited financial statements
(which shall have been reviewed by the independent accountants for Tribune as
provided in Statement on Auditing Standards No. 100) and all appropriate
pro forma financial statements prepared in accordance with, or reconciled to,
U.S. GAAP and prepared in accordance with Regulation S-X under the Securities
Act), and all other data (including selected financial data) that the
Securities and Exchange Commission would require in a registered offering of
the Senior Notes or that would be necessary for the Lead Arrangers to receive
customary “comfort” (including “negative assur-













ance” comfort) from independent accountants in
connection with the offering of the Senior Notes.  Upon delivery of such prospectus, offering
memorandum or private placement memorandum you will, and will use commercially
reasonable efforts to cause Tribune’s senior management personnel to
participate in, a customary road show for the sale of the Senior Notes.


6.             Delivery of
reasonably satisfactory legal opinions, including customary opinions of counsel
to the ESOP (to the extent requested by the Lead Arrangers) and of Tribune’s
counsel; absence of prepayment events under other material debt instruments; no
creation of liens on Collateral (as defined in Exhibit A) under other debt
instruments or other agreements and no creation of material liens on assets not
constituting Collateral, in each case as a result of the transactions
contemplated hereby; customary closing certificates, including evidence of authority,
charter documents and officers’ incumbency certificates; to the extent requested
by the Lead Arrangers, delivery of the opinion of the ESOP trustee’s financial
advisor; and to the extent requested by the Lead Arrangers, delivery of a
customary certificate of the ESOP trustee.


7.             The Acquisition
shall have been consummated in accordance with the terms and conditions of the
Acquisition Agreement and no provision thereof shall have been waived, amended,
supplemented or otherwise modified and no action by Tribune prohibited by the
Acquisition Agreement shall have been consented to, in each case in a manner
material and adverse to the Lenders without the consent of the Lead Arrangers.


8.             Each of the First
Step Transactions shall have been consummated and the Credit Agreement (as
defined in the First Step Commitment Letter) shall have been executed and
delivered shall be in full force and effect and there shall not have been any
amendments, modifications or waivers thereto subsequent to the execution and
delivery thereof that are adverse to the Lenders under the Incremental Facility
in any material respect.


9.             As a condition to
the Incremental Facility, no default or event of default shall result from the
making of term loans thereunder.


10.           Zell and Holdco
shall have entered an equity commitment agreement or subscription agreement
whereby Zell (either directly or through Holdco) will agree to invest up to
$100.0 million (less the Investment Reduction Amount (as defined in the First
Step Commitment Letter)) on the later to occur of March 25, 2008 and the Second
Step Closing Date, in Junior Capital (as defined in the First Step Commitment
Letter) of Tribune if Tribune has not made the election to be treated as an S
Corporation under the Code (the “S. Corp Election”) on or prior to March
15, 2008, such agreement to be in form and substance reasonably satisfactory to
the Lead Arrangers and granting third-party enforcement rights in favor of the
Administrative Agent on behalf of the Lenders (the “Zell Investment Agreement”).


11.           The ratio of total
outstanding indebtedness of Tribune that is guaranteed by any of its
subsidiaries and outstanding indebtedness of any of the Guarantors (on a consolidated
basis) to trailing four quarter EBITDA (as defined in Annex II to this Exhibit
A) shall not exceed 9.00:1:00 when measured on a pro forma basis as of the
last day of the fiscal quarter ending immediately prior to the date of the
Acquisition (giving effect to the Second Step Transactions and other customary
and appropriate pro forma adjustment events, including any acquisi-



 2
 









tions or
dispositions after the beginning of the relevant determination period but prior
to or simultaneous with the consummation of the Acquisition).


12.           The Lead Arrangers
shall be reasonably satisfied that subsequent to the consummation of the First
Step Transactions, there shall not have been any changes to the terms and conditions
of the documentation regarding the establishment of the ESOP (including the
provisions of the ESOP relating to redemptions and distributions) that are material
and adverse to Lenders.  The Lead
Arrangers shall be reasonably satisfied that subsequent to the consummation of
the First Step Transactions, the ESOP shall not have entered into any
transactions (a) constituting a “prohibited transaction” as defined in the Code,
(b) that violate fiduciary standards imposed by Section 404(a) of ERISA or (c)
adversely affect the qualified status of the ESOP under Sections 401(a) or
4975(e)(7) of the Code.


13.           The Holdco Purchase shall be
consummated substantially concurrent with the consummation of the Acquisition.



 3