Exhibit 10.10


 


	
  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 

  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 First 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”) 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 you (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 will be merged (the “Acquisition”)
with and into Tribune, with Tribune continuing as the surviving corporation,
(ii) subsequent to entering into the Acquisition Agreement and prior to
consummating the Acquisition, you intend to repurchase certain shares of your
common stock (the “Stock Repurchase”) and/or pay a special one time
dividend on the shares of your common stock that are not repurchased in the
Stock Repurchase (the “Dividend”) and refinance certain of your existing
indebtedness (the “Refinancing”), (iii) concurrently with the execution
and delivery of the Acquisition Agreement, you intend to enter into a
securities purchase agreement (the “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 (the “Zell
Investment”), which investment will be personally guaranteed by Zell, in
Tribune $250.0 million in cash in exchange for $50.0 million of Tribune 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”), (iv) concurrently with the execution and
delivery of the Acquisition Agreement, Tribune will form the ESOP, (v)
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 arm’s 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”) and (vi) the sources and uses of the funds necessary to
consummate the Stock Repurchase, the Dividend, the Refinancing and the other
transactions contemplated hereby (other than the Second Step Transactions (as defined
below)) 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 — First 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 and Bank of America (collectively, the “Initial Lenders”) that
in connection with the Stock Repurchase, the Dividend and the Refinancing,
Tribune will enter into senior secured credit facilities in the amount of up to
$8.028 billion described in Exhibit A hereto (the “Senior Secured
Credit Facilities”).


The Stock Repurchase and/or the Dividend, the
Refinancing, the Zell Investment, the formation of the ESOP, the execution and
delivery of the Acquisition Agreement, the ESOP Investment and the execution
and delivery of the Senior Secured Credit Facilities and the other transactions
contemplated hereby and thereby (other than the consummation of the Acquisition
and the financings and other transactions directly related thereto
(collectively, the “Second Step Transactions”) and contemplated by that
certain “Project Tower — Amended and Restated Second Step Commitment Letter”
dated the date hereof among Tribune, the Initial Lenders and the Lead Arrangers
(the “Second Step Commitment Letter”)) are referred to as the “First
Step Transactions”.


You have requested that the Initial Lenders commit to
provide the Senior Secured Credit Facilities to finance the aggregate amount of
the Stock Repurchase, the Dividend and the Refinancing and to pay certain related
fees and expenses.


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
Senior Secured Credit Facilities, (b) Citigroup hereby commits, severally and
not jointly, to provide to Tribune 25% of each of the Senior Secured Credit
Facilities and (c) Bank of America hereby commits, severally and not jointly,
to provide to Tribune 15% of each of the Senior Secured Credit Facilities, in
each case, upon the terms and subject to the conditions set forth or referred
to herein, in 



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the confidential Amended
and Restated First Step Fee Letter (the “First Step Fee Letter”) dated
the date hereof and delivered to you and in the Senior Secured Credit
Facilities Summary of Terms and Conditions attached hereto (and incorporated by
reference herein) as Exhibit A (the “Term Sheet”).  The commitments of the Initial Lenders
hereunder are subject to the negotiation, execution and delivery of definitive
documents governing the Senior Secured Credit Facilities (together, the “Credit
Documents”) reflecting substantially the terms and conditions set forth
herein and in the Term Sheet and the First Step Fee Letter and otherwise in a
customary form.


2.             Syndication.  The Initial Lenders reserve the right and
intend, prior to or after the execution of the Credit Documents and in
consultation with you, to syndicate all or a portion of their respective
commitments with respect to the Senior Secured Credit Facilities to one or more
financial institutions (together with the Initial Lenders, the “Lenders”).  Upon the issuance by any additional Lender of
its commitment with respect to any of the Senior Secured Credit Facilities, the
Initial Lenders’ commitments with respect to such Senior Secured Credit
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) acting as joint lead arrangers and
bookrunners (the “Lead Arrangers”) of, (b) JPMCB acting as sole and
exclusive administrative agent (the “Administrative Agent”) for, (c)
Merrill Lynch acting as sole and exclusive syndication agent for and (d)
Citigroup and Bank of America acting as co-documentation agents for the Senior
Secured Credit Facilities.  It is further
agreed that in connection with any offering or marketing materials relating to
the Senior Secured Credit Facilities, JPMorgan will appear “on the left” and
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 Credit Documents. 
Any agent or arranger titles (including co-agents) awarded to other
Lenders with respect to the Senior Secured Credit 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 First Step Fee Letter in order to obtain its
commitment to participate in any of the Senior Secured Credit Facilities.


You understand that the Lead Arrangers intend to
commence the syndication of the Senior Secured Credit Facilities promptly, and
you agree actively 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 



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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 Tribune and its 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 have
been received by the Lead Arrangers as described in Paragraph 1 of Annex II
hereto, to successfully complete the primary syndication of the Senior Secured
Credit 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 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 Senior Secured Credit
Facilities and (c) obtain, at your expense, corporate family ratings and a
monitored public rating of the Senior Secured Credit Facilities from each of
Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s, a
division of the McGraw Hill Companies (“S&P”).  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 Closing Date to syndicate the Senior Secured Credit 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 Senior Secured Credit Facilities, you agree
to pay to them when due the fees as set forth in the First 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 Senior Secured Credit Facilities (including a
credit agreement and guarantees) incorporating the terms outlined in this
Amended and Restated Commitment Letter and in the Term Sheet 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 Senior Secured Credit
Facilities has been completed (as determined by them) or, if earlier, the
Closing Date, none 



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of Tribune, any of its subsidiaries, the ESOP, Holdco or any of its
affiliates or subsidiaries 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), or participated in the taking of such actions by another person
where Tribune or one of its affiliates is intended to assume the obligations of
such other person shortly after they are incurred, prior to or during the
primary syndication of the Senior Secured Credit Facilities, without the prior
written consent of the Lead Arrangers, other than the Senior Secured Credit
Facilities, any issuance of indebtedness as part of the Second Step
Transactions and any amendments to extend the maturity of the Tribune’s existing
364-day bridge credit agreement facility; and


(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 First 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, the ESOP 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 (including the Second Step Transactions) 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
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 Senior
Secured Credit Facilities so that the representation and warranty in the
preceding sentence remains correct in all material respects.  In syndicating the Senior Secured Credit Facilities
the Lead Arrangers will be 



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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, 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 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 Senior Secured Credit Facilities has been
completed upon the making of allocations by the Lead Arrangers and the Lead
Arrangers freeing the Senior Secured Credit 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 First Step Fee Letter, the Term
Sheet, the Senior Secured Credit Facilities, the loans thereunder and the use
of proceeds therefrom, any of the First 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
First 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 First Step Fee Letter, the Term Sheet, the Senior Secured
Credit Facilities, the loans thereunder and the use of proceeds therefrom, any
of the First 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 Senior Secured Credit Facilities.  Notwithstanding any other provision of this
Amended and Restated Commit-



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ment 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.


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 Sheet, the First Step Fee Letter and the Credit
Documents and the security arrangements in connection therewith, 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 First Step Transactions are
consummated or any extensions of credit are made under the Senior Secured
Credit 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 Sheet, 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 



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Lenders, except that you
may (i) disclose this Amended and Restated Commitment Letter, the First
Step Fee Letter and the Term Sheet to Holdco and your and Holdco’s respective
officers, directors, employees and advisors, and then only in connection with
the First 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 First Step Fee Letter) and the Term Sheet 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
Sheet 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 Senior Secured Credit Facilities or the
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 First Step 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 First 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 Tribune or 



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any of its subsidiaries, officers, directors,
employees or advisors.  For the purposes
of this paragraph, “Confidential Information” means all information received
from Tribune or any of its subsidiaries, officers, directors, employees or advisors
relating to Tribune or its businesses, other than any such information that is
available to the Lead Arrangers on a nonconfidential basis prior to disclosure
by Tribune.  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) August 17,
2007 if the Credit 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 Credit Documents by Tribune and the Lenders and (C) if earlier than (B),
the date of termination of the Acquisition Agreement.  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 Documents
when such Credit 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 Senior Secured Credit Facilities pursuant to arrangements
satisfactory to the Initial Lenders (provided that, in the case of clauses (i)
and (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 respective 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 



 9
 









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 they deem 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.


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 First Step 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 Sheet 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 Sheet and the First 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



 10
 









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 and BAS, at 9 West 57th Street, New York,
New York 10019, Attention:  William Pegler;
and (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 First Step Fee Letter by signing and
returning to the Initial Lenders the duplicate copy of this letter and the
First 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 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

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Zell Investment

  	
   

  	
  $

  	
  250.0

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Revolving Facility(1)

  	
   

  	
  0

  	
   

  	
  Stock
  Repurchase/Dividend

  	
   

  	
  $

  	
  4,288.0

  	
   

  
	
  Tranche B Term Loan

  	
   

  	
  7,015.0

  	
   

  	
  Repayment
  of Existing Debt

  	
   

  	
  2,825.0

  	
   

  
	
  Delayed Draw Term
  Loan(2)

  	
   

  	
  0

  	
   

  	
  Estimated
  fees and expenses

  	
   

  	
  152.0

  	
   

  
	
  Rollover Debt and
  PHONES(3)

  	
   

  	
  2,421.0

  	
   

  	
  Rollover
  Debt and PHONES3

  	
   

  	
  2,421.0

  	
   

  
	
  Total Sources

  	
   

  	
  $

  	
  9,686.0

  	
   

  	
  Total Uses

  	
   

  	
  $

  	
  9,686.0

  	
   

  







(1)             $750,000,000
of commitments on the Closing Date; $0 drawn on the Closing Date.


(2)             $263,000,000
of commitments on the Closing Date; $0 drawn on the Closing Date.


(3)             Includes
approximately $1,521.0 million
of outstanding notes 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 Senior Secured Credit Facilities shall be subject
to the contemporaneous or prior satisfaction of the following additional conditions:


1.             The Lenders shall have received
unaudited consolidated balance sheets and related statements of income,
stockholders’ equity and cash flows of Tribune for each fiscal quarter ended
after December 31, 2006 and ended on or before 30 days before the Closing Date.


2.             The Lenders shall have received two
pro forma consolidated balance sheets of Tribune as of the fiscal quarter
(including the fourth quarter) most recently ended prior to the Closing Date,
the first after giving effect to the First Step Transactions and the second
after giving effect to both the First Step Transactions and the Second Step
Transactions.  The Lead Arrangers shall
have received two sets of 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 Closing Date,
the first after giving effect to the First Step Transactions and the second
after giving effect to both the First Step Transactions and the Second Step
Transactions.


3.             The Refinancing shall have occurred
and the Lead Arrangers shall have received evidence thereof reasonably
satisfactory to the Lead Arrangers and a “pay-off” letter or letters or other
documentation reasonably satisfactory to the Lead Arrangers with respect to existing
indebtedness being repaid in connection therewith (it being understood that
Tribune’s existing letters of credit shall be permitted to remain outstanding).


4.             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 Credit Documents shall have been
paid; provided that such fees and expenses shall have been invoiced at
least two business days prior to the Closing Date.


5.             The Lenders shall have a valid lien
on and security interest in the collateral referred to in Exhibit A under
“Collateral”, which lien shall be a first priority perfected lien, subject only
to the equal and ratable lien in favor of holders of Existing Notes and
customary non-consensual permitted liens, upon the making of all filings,
recordations and searches necessary in connection therewith and the payment of
all recording fees and taxes in connection therewith.  All such action as shall be necessary to
secure the Existing Notes (as defined in Exhibit A) equally and ratably with
the Lenders shall have been taken.


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 (other than the Existing
Notes) or other agreements and no creation of material liens on assets not
constituting Collateral, in each case as a result of the First Step
Transactions; 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; to the extent requested by the Lead Arrangers, delivery of a customary
certificate of the ESOP trustee; and compliance with applicable laws and regulations
(including but not limited to ERISA, margin regulations and environmental laws)
except for violations that, individually or in the aggregate, could not
reasonably be expected to result in a material adverse effect.


7.             The Acquisition Agreement shall
have been executed and delivered 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.             The Zell Investment shall have been
made and Tribune shall have received cash proceeds therefrom in an aggregate
amount equal to at least $250.0 million. 
The ESOP Investment shall have been made and Tribune shall have received
the ESOP Note.  Neither Holdco nor the
ESOP shall have participated in the Stock Repurchase.


9.             The Lead Arrangers shall be
reasonably satisfied that (i) there shall not have been any changes or waivers
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) compared to the execution versions of such documentation dated
the date hereof that are material and adverse to Lenders and (ii) 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.