Exhibit 10.2


[EXECUTION COPY]






SECURITIES PURCHASE AGREEMENT


by and among


TRIBUNE COMPANY,


EGI-TRB, L.L.C.


and


SAMUEL ZELL


Dated as of April 1, 2007






 













SECURITIES PURCHASE AGREEMENT


SECURITIES PURCHASE AGREEMENT, dated as of April 1,
2007 (the “Agreement”), among Tribune Company, a Delaware corporation
(the “Company”), EGI-TRB, L.L.C., a Delaware limited liability company (“EGI-TRB”)
and Samuel Zell, as guarantor (“Guarantor”).


W  I  T  N  E
S  S  E  T  H :


WHEREAS, concurrently herewith, GreatBanc Trust
Company, not in its individual or corporate capacity, but solely as trustee
(the “ESOP Fiduciary”) of the Tribune Employee Stock Ownership Trust,
which forms a part of the Tribune Employee Stock Ownership Plan (the “ESOP”),
Tesop Corporation, a Delaware corporation wholly owned by the ESOP (“Merger
Sub”), the Company and, for limited purposes, EGI-TRB, have entered into
that certain Agreement and Plan of Merger (the “Merger Agreement”)
pursuant to which, subject to the terms and conditions therein, the Merger Sub
will be merged with and into the Company (the “Merger”), with the
Company surviving the Merger and becoming wholly owned by the ESOP (the “Surviving
Corporation”).


WHEREAS, capitalized terms used but not otherwise
defined herein shall have the meaning given to them in the Merger Agreement.


WHEREAS, concurrently herewith, the Company, EGI-TRB
and the ESOP Fiduciary, on behalf of the ESOP, have entered into that certain
Investor Rights Agreement (the “Investor Rights Agreement”) pursuant to
which the parties thereto will have certain rights and obligations, among
others, regarding the Surviving Corporation following the Merger.


WHEREAS, concurrently herewith, the Company, EGI-TRB
and the ESOP Fiduciary, on behalf of the ESOP, have entered into that certain
Registration Rights Agreement (the “Registration Rights Agreement”)
pursuant to which the Company has granted EGI-TRB and the ESOP certain
registration rights.


WHEREAS, pursuant to the terms and subject to the
conditions set forth in this Agreement, the Company desires to sell to EGI-TRB,
and EGI-TRB desires to purchase from the Company, as soon as practicable
following the execution and delivery of this Agreement, (i) an aggregate of
1,470,588 newly-issued shares (the “Purchased Shares”) of the Company’s
common stock, par value $0.01 per share (the “Company Common Stock,”
which term shall also apply to the common stock, par value $0.01 per share, of
the Surviving Corporation following the Merger) and (ii) an unsecured
subordinated exchangeable promissory note in the principal amount of
$200,000,000, which shall be exchangeable at the option of the Company, or
automatically under certain circumstances, into 5,882,353 shares of Company
Common Stock (the “Exchangeable Note Shares”), subject to adjustment as
provided therein, and otherwise in the form attached hereto as Exhibit A
(the “Exchangeable Note”).


WHEREAS, pursuant to the terms and subject to the
conditions set forth in this Agreement, the Company desires to sell to EGI-TRB,
and EGI-TRB desires to purchase from the Company, immediately following the
consummation of the Merger, (i) an unsecured



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subordinated promissory note in the principal amount
of $225,000,000 and otherwise in the form attached hereto as Exhibit B
(the “Note”) and (ii) warrants to purchase 43,478,261 shares of Company
Common Stock (“Warrants”) pursuant to a Warrant Agreement in the form
attached hereto as Exhibit C (the “Warrant Agreement”).


WHEREAS, the Company and EGI-TRB desire that Samuel
Zell be appointed to the Board of Directors of the Company at the First Closing
(as defined below), and be elected to serve as the Chairman of the Company’s
Board of Directors effective as of, and from and after, the Second Closing Date
(as defined below).


WHEREAS, the Company, EGI-TRB and Guarantor desire to
make certain representations, warranties, covenants and agreements specified
herein in connection with this Agreement.


NOW, THEREFORE, in consideration of the foregoing and
the representations, warranties, covenants and agreements contained herein, and
intending to be legally bound hereby, the Company, EGI-TRB and Guarantor agree
as follows:


ARTICLE I


SALE AND PURCHASE


Section 1.1             Sale
and Purchase of the Purchased Shares and Exchangeable Note.  On the terms and subject to the conditions
set forth in this Agreement, the Company hereby agrees to sell to EGI-TRB at
the First Closing (as defined below), and EGI-TRB agrees to purchase from the
Company at the First Closing, (a) the Purchased Shares at a price of $34 per
share for an aggregate purchase price of $50,000,000 (the “Purchased Shares
Purchase Price”) and (b) the Exchangeable Note for an aggregate purchase
price of $200,000,000 (the “Exchangeable Note Purchase Price”).


Section 1.2             Sale
and Purchase of the Note and Warrants. 
On the terms and subject to the conditions set forth in this Agreement,
the Company hereby agrees to sell to EGI-TRB at the Second Closing (as defined
below), and EGI-TRB agrees to purchase from the Company at the Second Closing,
(i) the Note for an aggregate purchase price of $225,000,000  (the “Note Purchase Price”) and (ii) the Warrants
for an aggregate purchase price of $90,000,000  (the
“Warrants Purchase Price”).


ARTICLE II


CLOSING DATES;
DELIVERIES


Section 2.1             First Closing.


(a)           The
closing of the purchase and sale of the Purchased Shares and the Exchangeable
Note (the “First Closing”) shall take place at the offices of Wachtell,
Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York at 10:00 a.m.,
local time, on a date to be specified by the parties (the “First Closing
Date”) which shall be no later than the third business day after the
satisfaction or waiver of the conditions set forth in Article VI (other than



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those conditions that by their nature are to be
satisfied at the First Closing, but subject to the satisfaction or waiver of
such conditions), or at such other place, date and time as the Company, EGI-TRB
and Guarantor may agree in writing.


(b)           At
the First Closing, (i) the Company shall deliver to EGI-TRB
(A) certificates representing the Purchased Shares, (B) the Exchangeable
Note, duly executed on behalf of the Company, and (C) the item contemplated to
be delivered at the First Closing under clause (c) of Section 6.3 and (ii)
EGI-TRB shall deliver to the Company (A) the Purchased Shares Purchase Price
and the Exchangeable Note Purchase Price by wire transfer of immediately
available funds to an account designated in writing by the Company not later
than two business days prior to the First Closing Date, and (B) the item
contemplated to be delivered at the First Closing under clause (c) of Section
6.2.


Section 2.2             Second
Closing.


(a)           The
closing of the purchase and sale of the Note and the Warrants (the “Second
Closing”) shall take place, subject to the satisfaction or waiver of the
conditions set forth in Article VII (other than those conditions that by their
nature are to be satisfied at the Second Closing, but subject to the
satisfaction or waiver of such conditions), at the offices of Wachtell, Lipton,
Rosen & Katz, 51 West 52nd Street, New York, New York, immediately
following the consummation of the Merger (the “Second Closing Date”).


(b)           At
the Second Closing, (i) the Company shall deliver to EGI-TRB the Note and a
copy of the Warrant Agreement, each duly executed on behalf of the Company, and
(ii) EGI-TRB shall deliver to the Company (A) the Note Purchase Price and the
Warrants Purchase Price by wire transfer of immediately available funds to an
account designated in writing by the Company not later than two business days
prior to the Second Closing Date, and (B) a copy of the Warrant Agreement, duly
executed on behalf of EGI-TRB.


ARTICLE III


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


Except as disclosed in the disclosure schedule
delivered by the Company to EGI-TRB and Guarantor immediately prior to the execution
of this Agreement (the “Company SPA Disclosure Schedule”), the Company
represents and warrants to EGI-TRB and Guarantor as follows:


Section 3.1             Authority; No Violation.


(a)           The
Company has all requisite corporate power and authority to enter into and to
consummate the transactions contemplated by this Agreement, the Investor Rights
Agreement, the Registration Rights Agreement, the Exchangeable Note, the Note
and the Warrant Agreement (such agreements and instruments being hereinafter
collectively referred to as the “Company Transaction Documents”).  The determinations, approvals and resolutions
by the Board of Directors of the Company are sufficient to render inapplicable
to the Merger the restrictions on “business combinations” contained in Section 203
of the General Corporation Law of the State of Delaware and, to the
knowledge of the Company, no “fair price,”



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“moratorium,” “control share acquisition,” “business
combination” or other similar antitakeover statute or regulation enacted under
state or Federal laws in the United States applicable to the Company is
applicable to EGI-TRB and Guarantor as a result of this Agreement or the Merger
Agreement or transactions contemplated hereby or thereby.  No other corporate proceedings on the part of
the Company are necessary to authorize the Company Transaction Documents or the
consummation of the transactions contemplated thereby.  This Agreement, the Exchangeable Note, the
Investor Rights Agreement and the Registration Rights Agreement have been duly
and validly executed and delivered by the Company and, assuming that this
Agreement, the Investor Rights Agreement and the Registration Rights Agreement
constitute the legal, valid and binding agreements of the other parties
thereto, this Agreement, the Exchangeable Note, the Investor Rights Agreement
and the Registration Rights Agreement constitute the legal, valid and binding
agreements of the Company, enforceable against the Company in accordance with
their respective terms.  The Note, the
Exchangeable Note and the Warrant Agreement, when executed and delivered by the
Company, and assuming that the Warrant Agreement constitutes the legal, valid
and binding agreement of the other party thereto, will constitute the legal,
valid and binding agreements of the Company, enforceable against the Company in
accordance with their respective terms.


(b)           The execution, delivery and performance by the Company of
the Company Transaction Documents and the consummation of transactions
contemplated thereby by the Company do not and will not require any consent,
approval, license, authorization, order or permit of, action by, filing with or
notification to any Federal, state, local or foreign governmental or regulatory
agency, commission, court, body, entity or authority (each, a “Governmental
Entity”), other than compliance with the applicable requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR
Act”) with respect to the exchange of the Exchangeable Note into Company
Common Stock or the exercise of the Warrant for Company Common Stock.


(c)           The execution, delivery and performance by the Company of
the Company Transaction Documents and the consummation by the Company of the
transactions contemplated thereby do not and will not (i) contravene or
conflict with the organizational or governing documents of the Company, any of
its Subsidiaries or any Company Joint Ventures, (ii) assuming compliance
with the matters referenced in Section 3.1(b), contravene or conflict with or
constitute a violation of any provision of any Law binding upon or applicable
to the Company or any of its Subsidiaries or any of their respective properties
or assets, (iii) conflict with, contravene, result in any violation of, or
default (with or without notice or lapse of time, or both) under, or give rise
to a right of termination, cancellation or acceleration of any material
obligation or to the loss of a material benefit under, or to increased,
additional, accelerated or guaranteed rights or entitlements of any person under,
any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage,
indenture, lease, agreement, contract, instrument, permit, concession,
franchise, right or license to which the Company or any of the Company’s
Subsidiaries is a party or by which any of their respective properties or
assets are bound, or (iv) result in the creation of any liens, claims,
mortgages, encumbrances, pledges, security interests, equities or charges of
any kind (each, a “Lien”), other than any such Lien (A) for Taxes or
governmental assessments, charges or claims of payment not yet due, being
contested in good faith or for which adequate accruals or reserves have been
established on the most recent consolidated balance sheet included in Company
SEC Documents filed prior to the date hereof,



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(B) which is a carriers’, warehousemen’s,
mechanics’, materialmen’s, repairmen’s or other similar lien arising in the
ordinary course of business, (C) which is disclosed on the most recent
consolidated balance sheet of the Company or notes thereto or securing
liabilities reflected on such balance sheet or (D) which was incurred in the
ordinary course of business since the date of the most recent consolidated
balance sheet of the Company (each of the foregoing, a “Permitted Lien”),
upon any of the properties or assets of the Company or any of the Company’s
Subsidiaries, other than, in the case of clauses (ii) and (iii), any such items
that would not reasonably be expected to have, individually or in the
aggregate, a Company Material Adverse Effect.


Section 3.2             Authorization.  The Purchased Shares have been duly
authorized by the Company, and when the Purchased Shares are issued in
accordance with this Agreement against payment therefor, such Purchased Shares
will be validly issued, fully paid and nonassessable.  The Company Common Stock issuable upon
exercise of the Warrants (the “Warrant Shares”) has been duly authorized
by the Company, and when the Warrant Shares are issued in accordance with the
Warrants against payment therefor, such Warrant Shares will be validly issued,
fully paid and nonassessable.  The
Exchangeable Note Shares have been duly authorized by the Company, and when
they are issued in accordance with the terms of the Exchangeable Note, such
Exchangeable Note Shares will be validly issued, fully paid and
nonassessable.  None of the Purchased
Shares, the Exchangeable Note Shares or the Warrant Shares will be issued in
violation of the preemptive or other similar rights of any securityholder of
the Company nor will they trigger any anti-dilution or similar rights under any
instrument or agreement to which the Company is subject or bound.


Section 3.3             Finders or Brokers.  Except for Morgan Stanley & Co.
Incorporated, Merrill Lynch & Co., Inc. and Citigroup Global Markets Inc. (the
“Company Financial Advisors”), neither the Company nor any of its
Subsidiaries has employed any investment banker, broker or finder in connection
with the transactions contemplated by this Agreement who might be entitled to
any fee or any commission in connection with or upon consummation of the
transactions contemplated hereby.  The
Company has made available to EGI-TRB an accurate and complete summary of the
fee arrangements with the Company Financial Advisors.


Section 3.4             Private Placement.  Subject to the accuracy of EGI-TRB’s
representations set forth in this Agreement, the offer, sale and issuance of
the Purchased Shares, the Exchangeable Note, the Note and the Warrants as
contemplated by this Agreement are exempt, and the issuance of the Warrant
Shares upon the exercise of the Warrants and the Exchangeable Note Shares upon
exchange of the Exchangeable Note will be exempt, from the registration
requirements of the Securities Act of 1933, as amended (the “Securities Act”).


Section 3.5             Rights Plan.  The Board of Directors of the Company has
resolved to, and the Company promptly after the execution of this Agreement
will, take all action necessary to render the rights to purchase shares of
Series A Junior Participating Preferred Stock of the Company, issued pursuant
to the terms of the Rights Agreement, dated as of December 12, 1997, as
amended, between the Company and Computershare Trust Company, N.A. (formerly
First Chicago Trust Company of New York), as Rights Agent, inapplicable to the
execution and operation of this Agreement, the Merger Agreement and the
transactions contemplated thereby.



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Section 3.6             Merger Agreement Representations
and Warranties.  Reference is hereby
made to the representations and warranties of the Company set forth in Sections
3.1, 3.2, 3.4 through 3.12, and 3.14 through 3.25 of the Merger Agreement (the “Merger
Agreement Representations and Warranties”). 
The Company hereby makes, subject to the qualifications set forth in the
introduction to Article III of the Merger Agreement, each of such Merger
Agreement Representations and Warranties to EGI-TRB and Guarantor as if each of
such Merger Agreement Representations and Warranties were hereinafter set forth
in full.


ARTICLE IV


REPRESENTATIONS
AND WARRANTIES OF EGI-TRB AND GUARANTOR


EGI-TRB and Guarantor
jointly and severally represent and warrant to the Company as follows:


Section 4.1             Qualification, Organization,
Subsidiaries, etc.  EGI-TRB is a
limited liability company duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization and has all requisite
limited liability company power and authority to own, lease, hold and operate
its properties and assets and to carry on its business as presently conducted
and is qualified to do business and is in good standing in each jurisdiction
where the ownership, leasing, holding or operation of its assets or properties
or conduct of its business requires such qualification, except where the
failure to be so organized, validly existing, qualified or in good standing, or
to have such power or authority, would not, individually or in the aggregate,
reasonably be expected to prevent or materially delay or materially impair the
ability of EGI-TRB to consummate the transactions contemplated by this Agreement
(a “EGI-TRB Material Adverse Effect”).


Section 4.2             Authority; No Violation.


(a)           Each of EGI-TRB and Guarantor has all requisite power and
authority to enter into and to consummate the transactions contemplated by this
Agreement, the Investor Rights Agreement, the Registration Rights Agreement and
the Warrant Agreement (such agreements being hereinafter collectively referred
to as the “EGI-TRB Transaction Documents”).  The execution and delivery of the EGI-TRB
Transaction Documents and the consummation of the transactions contemplated
thereby have been duly and validly authorized by Guarantor and by the sole
member of EGI-TRB, and no other limited liability company proceedings on the
part of EGI-TRB are necessary to authorize the EGI-TRB Transaction Documents or
the consummation of the transactions contemplated thereby.  This Agreement has been duly and validly
executed and delivered by EGI-TRB and Guarantor and, assuming this Agreement
constitutes the legal, valid and binding agreement of the other parties
thereto, this Agreement constitutes the legal, valid and binding agreement of
EGI-TRB and Guarantor, enforceable against EGI-TRB and Guarantor in accordance
with its terms.  The Investor Rights
Agreement and the Registration Rights Agreement have been duly and validly
executed and delivered by EGI-TRB and, assuming the Investor Rights Agreement
and the Registration Rights Agreement constitute the legal, valid and binding
agreements of the other parties thereto, the Investor Rights Agreement and the
Registration Rights Agreement constitute the legal, valid and binding
agreements of EGI-TRB, enforceable against EGI-TRB in accordance with their
respective



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terms.  The
Warrant Agreement, when executed and delivered by EGI-TRB, and assuming that
the Warrant Agreement constitutes the legal, valid and binding agreement of the
other party thereto, will constitute the legal, valid and binding agreement of
EGI-TRB, enforceable against EGI-TRB in accordance with its terms.


(b)           The execution, delivery and performance by EGI-TRB and
Guarantor of the EGI-TRB Transaction Documents to which they are parties and
the consummation of the transactions contemplated thereby by EGI-TRB and
Guarantor do not and will not require any consent, approval, license,
authorization, order or permit of, action by, filing with or notification to
any Governmental Entity, other than compliance with the applicable requirements
of the HSR Act with respect to the exchange of the Exchangeable Note into
Company Common Stock or the exercise of the Warrant for Company Common Stock.


(c)           The execution, delivery and performance by EGI-TRB and
Guarantor of the EGI-TRB Transaction Documents to which they are parties and
the consummation by EGI-TRB and Guarantor of the transactions contemplated
thereby do not and will not (i) contravene or conflict with the organizational
or governing documents of EGI-TRB, (ii) assuming compliance with the matters
referenced in Section 4.2(b), contravene or conflict with or result in
violation of any provision of any Law binding upon or applicable to EGI-TRB or
Guarantor or any of their respective properties or assets, or (iii) result in
any violation of, or default (with or without notice or lapse of time, or both)
under, or give rise to a right of termination, cancellation or acceleration of
any material obligation or to the loss of a material benefit under, or to
increased, additional, accelerated or guaranteed rights or entitlements of any
person under, any loan, guarantee of indebtedness or credit agreement, note,
bond, mortgage, indenture, lease, agreement, contract, instrument, permit,
concession, franchise, right or license to which EGI-TRB or Guarantor is a
party or by which any of their properties or assets are bound, or
(iv) result in the creation of any Lien (other than Permitted Liens) upon
any of the properties or assets of EGI-TRB or Guarantor, other than, in the
case of clause (ii) through (iv), any such items that would not, individually
or in the aggregate, reasonably be expected to have an EGI-TRB Material Adverse
Effect.


Section 4.3             Finders or Brokers.  Except for J.P. Morgan Chase, neither
EGI-TRB, nor any of its Subsidiaries nor Guarantor has employed any investment
banker, broker or finder in connection with the transactions contemplated by
this Agreement who is entitled to any fee or any commission in connection with
or upon consummation of the transactions contemplated hereby.


Section 4.4             Lack of Ownership of Company
Common Stock.  Except as contemplated
by this Agreement, neither EGI-TRB, nor any of its Subsidiaries nor Guarantor
beneficially owns or, since December 31, 2006 has beneficially owned,
directly or indirectly, any shares of Company Common Stock or other securities
convertible into, exchangeable into or exercisable for shares of Company Common
Stock.  Except for the Voting and Proxy
Agreements entered into in connection with, and contemplated by, the Merger
Agreement, there are no voting trusts or other agreements or understandings to
which EGI-TRB, any of its Subsidiaries or Guarantor is a party with respect to
the voting of the capital stock or other equity interest of the Company or any
of its Subsidiaries.



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Section 4.5             Accredited Investor.


(a)           Each
of EGI-TRB and Guarantor is a financially sophisticated investor and is an “accredited
investor” (as defined in Rule 501 of Regulation D under the Securities Act)
that is experienced in financial matters. 
Each of EGI-TRB and Guarantor understands that the securities purchased
hereunder have not been registered under the Securities Act.


(b)           EGI-TRB
is aware that it must bear the economic risk of the investment contemplated by
this Agreement for an indefinite period of time since, in the view of the
Securities and Exchange Commission, the statutory basis for exemption from
registration under the Securities Act would not be present if such
representation meant merely that the present intention of EGI-TRB is to hold these
securities for a deferred sale or for any fixed period in the future.  EGI-TRB can afford to bear such economic risk
and can afford to suffer the complete loss of its investment hereunder.


(c)           EGI-TRB
is purchasing the securities to be purchased hereunder (including securities to
be acquired on exercise or exchange of securities purchased hereunder) for its
own account, for investment purposes only and not with a view to, or for resale
in connection with, the distribution or other disposition thereof or with any
present intention of distributing or reselling any portion thereof in violation
of the Securities Act or any other applicable securities law.


(d)           EGI-TRB
acknowledges that (i) it has been provided with such information as it deems
necessary to evaluate the merits and risks of investing in the securities
contemplated by this Agreement (including, without limitation, financial and
other information regarding the Company), (ii) has read and understands the
restrictions and limitations set forth in this Agreement, and (iii) has been
afforded the opportunity to ask such questions as it deemed necessary, and to
receive answers from, representatives of the Company concerning the merits and
risk of investing in such securities.


Section 4.6             No Additional Representations.


(a)           Each
of EGI-TRB and Guarantor acknowledges that it and its officers, employees,
accountants, consultants, legal counsel, financial advisors, prospective
financing sources and agents and other representatives (collectively, “Representatives”)
have received access to such books and records, facilities, equipment,
contracts and other assets of the Company which it and its Representatives have
desired or requested to review, and that it and its Representatives have had
full opportunity to meet with the management of the Company and to discuss the
business and assets of the Company.


(b)           Each
of EGI-TRB and Guarantor acknowledges that neither the Company nor any other
person has made any representation or warranty, express or implied, as to the accuracy
or completeness of any information regarding the Company furnished or made
available to EGI-TRB, Guarantor or their Representatives except as expressly
set forth in or incorporated by reference into Article III, and neither the
Company nor any other person shall be subject to any liability to EGI-TRB or
any other person resulting from the Company’s making available to EGI-TRB or
EGI-TRB’s use of such information.



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Section 4.7             Absence
of Arrangements with Management. 
Other than this Agreement, the Merger Agreement, the other EGI-TRB
Transaction Documents and the agreements contemplated hereby and thereby, as of
the date hereof, there are no contracts, undertakings, commitments, agreements
or obligations between EGI-TRB or Guarantor or any of their affiliates, on the
one hand, and any member of the Company’s management or Board of Directors, on
the other hand, relating to the transactions contemplated by this Agreement,
the Merger Agreement and the other EGI-TRB Transaction Documents after the
Effective Time.


Section 4.8             Available
Funds.  EGI-TRB or Guarantor has
available, or will have available, (a) at the First Closing, all funds
necessary for the payment of the Purchased Shares Purchase Price and the
Exchangeable Note Purchase Price, (b) at the Second Closing, all funds
necessary for the payment of the Note Purchase Price and the Warrants Purchase
Price, and (c) funds that are otherwise sufficient for the satisfaction of all
of EGI-TRB’s and Guarantor’s obligations under this Agreement.


Section 4.9             FCC
Matters.  Each of EGI-TRB and
Guarantor is legally, financially and otherwise qualified to acquire control of
the Company under the Communications Act and the FCC Rules, and is legally,
financially and otherwise qualified under the Communications Act and the FCC
Rules to acquire and hold its interest in Surviving Corporation and, through
its interest in Surviving Corporation, an indirect interest in the Company FCC
Licenses as proposed in and pursuant to the terms of this Agreement.  This representation shall not be deemed an
acknowledgment that EGI-TRB or Guarantor will acquire control of the Company or
the Surviving Corporation by virtue of the transactions contemplated by this
Agreement.


ARTICLE V


COVENANTS AND
AGREEMENTS


Section 5.1             Agreement
to Vote.  EGI-TRB irrevocably and
unconditionally hereby agrees that from and after the date hereof until the
earlier of (a) the consummation of the Merger and (b) any date of
termination of the Merger Agreement in accordance with its terms (the “Expiration
Time”), at any meeting (whether annual or special and each adjourned or
postponed meeting) of the Company’s shareholders, however called, or in
connection with any written consent of the Company’s shareholders, EGI-TRB will
(i) appear at such meeting or otherwise cause its Owned Shares (as defined
below) to be counted as present thereat for purposes of calculating a quorum
and (ii) vote or cause to be voted (including by written consent, if
applicable) all of the Company Common Stock beneficially owned, or whose vote
is otherwise controlled by proxy or otherwise, by EGI-TRB, including, for the
avoidance of doubt, the Purchased Shares (the “Owned Shares”),
(A) for approval and adoption of the Merger Agreement, whether or not
recommended by the Company’s Board of Directors, and the transactions
contemplated by the Merger Agreement, 
(B) against any agreement, amendment of any agreement (including
the Company’s certificate of incorporation or by-laws), or any other action
that is intended or would reasonably be expected to prevent, impede, or, in any
material respect, interfere with, delay, postpone or discourage the
transactions contemplated by the Merger Agreement, other than those
specifically contemplated by this Agreement, the Merger



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Agreement or the other agreements contemplated thereby
and (C) against any action, agreement, transaction or proposal that would
result in a breach of any representation, warranty, covenant, agreement or
other obligation of the Company in this Agreement, the Merger Agreement or the
ESOP Purchase Agreement.


Section 5.2             Restrictions
on Transfers.


(a)           Except as necessary to comply
with Section 5.12, EGI-TRB hereby agrees that, from the date hereof until the
third anniversary of the First Closing Date, it shall not and shall not offer
to, directly or indirectly, sell, assign, give, mortgage, pledge, hypothecate,
hedge, issue, bequeath or in any manner encumber or dispose of, or permit to be
sold, assigned, encumbered, attached or otherwise disposed of in any manner,
whether voluntarily, involuntarily or by operation of law, with or without
consideration, the Exchangeable Note or any Purchased Shares or Exchangeable
Note Shares (collectively, “Transfer”) other than pursuant to this
Agreement or the Merger Agreement (including in the Merger but not including
the Offer contemplated by the Merger Agreement) and except that after the first
to occur of the termination of this Agreement, the termination of the Merger
Agreement or the consummation of the Merger, EGI-TRB may make Transfers to
Permitted Transferees after compliance with the last sentence of this Section
5.2(a).  Guarantor and EGI-TRB hereby
agree that, from the date hereof until the third anniversary of the First
Closing Date, no membership or other interest in EGI-TRB shall be issued or
otherwise Transferred, directly or indirectly, and any such issuance or
Transfer occurring thereafter shall comply with Section 5.12; provided, however,
that in the event of Guarantor’s death prior to the third anniversary of the
First Closing Date, the membership or other interests of Guarantor in EGI-TRB
may be Transferred subject to Section 5.12 in accordance with Guarantor’s
estate.  For purposes of this
Section 5.2(a), “Permitted Transferee” shall mean any direct or
indirect affiliate of EGI-TRB, Equity Group Investments, L.L.C. or Samuel Zell;
any direct or indirect member of EGI-TRB and any direct or indirect affiliate
thereof; any senior employee of Equity Group Investments, L.L.C. and any direct
or indirect affiliate thereof; and Samuel Zell and his spouse, lineal ancestors
and descendants (whether natural or adopted), any trust or retirement account
primarily for the benefit of Samuel Zell and/or his spouse, lineal ancestors
and descendants and any private foundation formed by Samuel Zell.  Prior to any Transfer pursuant to this
Section 5.2(a), each Permitted Transferee shall enter into an agreement in form
and substance reasonably satisfactory to the Company agreeing to be bound by
the provisions of this Agreement as if it were the transferor.


(b)           The certificates for the
Purchased Shares and the Exchangeable Note Shares, if and when issued, will be
imprinted with a legend in substantially the following form:


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR UNDER APPLICABLE STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD
PURSUANT TO AN EXEMPTION FROM THOSE LAWS THAT LIMITS THE DISPOSITION AND THE
TRANSFER OF THE SECURITIES.  THEREFORE,
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THOSE TRANSFER
LIMITATIONS.  THE SECURITIES MAY NOT BE
TRANSFERRED UNLESS, IN THE OPINION OF COUNSEL TO THE COMPANY, REGISTRATION UNDER
THE ACT OR APPLICABLE STATE


 



 11
 









SECURITIES LAWS IS NOT REQUIRED OR UNLESS THE SECURITIES
ARE SO REGISTERED.”


Section 5.3             Irrevocable
Proxy.  EGI-TRB hereby revokes any
and all previous proxies granted with respect to its Owned Shares.  Subject to the last two sentences of this
Section 5.3, EGI-TRB hereby irrevocably appoints the Company or its
designee as EGI-TRB’s agent, attorney and proxy, to vote (or cause to be voted)
its Owned Shares in favor of approval of the Merger Agreement, the Merger and
the transactions contemplated by the Merger Agreement, as applicable, and
otherwise in accordance with Section 5.1 hereof.  This proxy is irrevocable and coupled with an
interest and is granted in consideration of EGI-TRB and the Company entering
into this Agreement, the ESOP and the Company entering into the ESOP Purchase
Agreement and the Company, the ESOP, Merger Sub and EGI-TRB entering into the
Merger Agreement.  In the event that
EGI-TRB fails for any reason to vote its Owned Shares in accordance with the
requirements of Section 5.1 hereof, then the proxyholder shall have the
right to vote such EGI-TRB’s Owned Shares in accordance with the provisions of
the second sentence of this Section 5.3. 
The vote of the proxyholder shall control in any conflict between the
vote by the proxyholder of EGI-TRB’s Owned Shares and a vote by EGI-TRB of its
Owned Shares.  Notwithstanding the
foregoing, the proxy granted by EGI-TRB shall be automatically revoked upon
termination of this Agreement in accordance with its terms.


Section 5.4             Inconsistent
Agreements.  EGI-TRB hereby agrees
that it shall not enter into any agreement, contract or understanding with any
person prior to the termination of the Merger Agreement directly or indirectly
to vote, grant a proxy or power of attorney or give instructions with respect
to the voting of EGI-TRB’s Owned Shares in any manner which is inconsistent
with this Agreement.


Section 5.5             Information.  EGI-TRB hereby agrees that all information
provided to it or its Representatives in connection with the EGI-TRB
Transaction Documents and the Merger Agreement and the consummation of the
transactions contemplated hereby and thereby shall be deemed to be Evaluation
Material, as such term is used in, and shall be treated in accordance with, the
Confidentiality Agreement.


Section 5.6             Filings.  The Company and EGI-TRB shall each use their
reasonable best efforts to take or cause to be taken such actions as may be
required by them to be taken under the Exchange Act or any other federal
securities Laws, and under any applicable state securities or “blue sky” Laws,
in connection with the Merger and the transactions contemplated by the Merger
Agreement and the Company Transaction Documents, including with respect to the
Schedule TO, the Offer Documents, the TO Schedule 13E-3, the Proxy Statement
and the Schedule 13E-3 (collectively, and together with any other filings
required in connection therewith, the “Filings”).  EGI-TRB shall provide the Company with any
information for inclusion in the Filings which may be required under applicable
Law and/or which is reasonably requested by the Company.  The Company shall notify EGI-TRB of the
receipt of comments of the SEC and of any request from the SEC for amendments
or supplements to the Filings or for additional information, and will promptly
supply EGI-TRB with copies of all correspondence between the Company or its
Representatives, on the one hand, and the SEC or members of its staff, on the
other hand, with respect to the Filings or the Merger.  Each of the Company and EGI-TRB shall use its
respective reasonable best efforts to resolve all SEC



 12
 









comments with respect to the Filings as promptly as
practicable after receipt thereof.  Each
of the Company and EGI-TRB agree to correct any information provided by it for
use in the Filings which shall have become false or misleading.  If at any time prior to the Company Meeting
any event should occur which is required by applicable Law to be set forth in
an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3,
the Company will promptly inform EGI-TRB. 
In such case, the Company, with the cooperation of EGI-TRB, will, upon
learning of such event, promptly prepare and file such amendment or supplement
with the SEC to the extent required by applicable Law and shall mail such
amendment or supplement to the Company’s shareholders to the extent required by
applicable Law; provided, however, that prior to such filing, the
Company shall consult with EGI-TRB with respect to such amendment or supplement
and shall afford EGI-TRB and its Representatives reasonable opportunity to
comment thereon.


Section 5.7             Reasonable Best Efforts.


(a)           Subject to the terms and conditions set forth in this
Agreement, each of the Company and EGI-TRB shall use (and cause its affiliates
to use) its reasonable best efforts (subject to, and in accordance with,
applicable Law) to take promptly, or cause to be taken promptly, all actions,
and to do promptly, or cause to be done promptly, and to assist and cooperate
with the other parties in doing, all things necessary, proper or advisable
under applicable Laws to consummate and make effective the Merger and the
transactions contemplated by this Agreement, including (i) the obtaining of all
necessary actions or nonactions, waivers, consents and approvals, including the
Company Approvals and the ESOP Approvals, from Governmental Entities and the
making of all necessary registrations and filings and the taking of all steps
as may be necessary to obtain an approval or waiver from, or to avoid an action
or proceeding by, any Governmental Entity, (ii) the obtaining of all necessary
consents, approvals or waivers from third parties and all consents, approvals
and waivers from third parties reasonably requested by EGI-TRB to be obtained
in respect of the Company Material Contracts in connection with the Merger,
this Agreement or the transactions contemplated by this Agreement (it being
understood that the failure to receive any such consents, approvals or waivers
shall not be a condition to EGI-TRB’s obligations hereunder), (iii) the
defending of any lawsuits or other legal proceedings, whether judicial or
administrative, challenging this Agreement or the consummation of the Merger or
the transactions contemplated by this Agreement, (iv) the execution and
delivery of any additional instruments necessary to consummate the Merger and
the transactions contemplated by this Agreement and (v) the obtaining of the
Financing on the terms and conditions described in the Financing Commitments; provided,
however, that in no event shall EGI-TRB, the Company or any of their
Subsidiaries be required to pay prior to the Effective Time any fee, penalty or
other consideration to any third party for any consent or approval required for
the consummation of the transactions contemplated by this Agreement under any
contract or agreement.  Guarantor
covenants and agrees to the matters set forth on Section 5.7(a) of the Company
SPA Disclosure Schedule.


(b)           Subject to the terms and conditions herein provided and
without limiting the foregoing, the Company and EGI-TRB shall
(i) promptly, (A) but in no event later than fifteen (15) days after the
date hereof, make their respective filings and thereafter make any other
required submissions under the HSR Act, and (B) but in no event later than
thirty (30) days after the date hereof, make their respective filings and thereafter
make any other required submissions with the FCC to obtain the FCC Order (the “FCC
Applications”), (ii) use reasonable best efforts



 13
 









to cooperate with each other in (x) determining
whether any filings are required to be made with, or consents, permits,
authorizations, waivers or approvals are required to be obtained from, any
third parties or other Governmental Entities in connection with the execution
and delivery of this Agreement, the Merger Agreement or the consummation of the
transactions contemplated thereby and (y) timely making all such filings
and timely seeking all such consents, permits, authorizations or approvals,
(iii) use reasonable best efforts to take, or cause to be taken, all other
actions and do, or cause to be done, all other things necessary, proper or
advisable to consummate and make effective the Merger and transactions
contemplated by this Agreement, including taking all such further action as
reasonably may be necessary to resolve such objections, if any, as the FCC, the
United States Federal Trade Commission, the Antitrust Division of the United
States Department of Justice, state antitrust enforcement authorities or
competition authorities of any other nation or other jurisdiction or any other
person may assert under Regulatory Law with respect to the Merger or
transactions contemplated by this Agreement, and to avoid or eliminate each and
every impediment under any Law that may be asserted by any Governmental Entity
with respect to the Merger or transactions contemplated by this Agreement, so
as to enable the First Closing, the Second Closing and the Effective Time to
occur as soon as reasonably possible (and in any event no later than the First
Closing End Date (as hereinafter defined), in the case of the First Closing, and
no later than the End Date, in the case of the Second Closing and the Effective
Time), including, without limitation (x) proposing, negotiating, committing to
and effecting, by consent decree, hold separate order, trust or otherwise, the
sale, divestiture or disposition of such assets or businesses of EGI-TRB or its
Subsidiaries or affiliates or of the Company or its Subsidiaries and (y)
otherwise taking or committing to take actions that after the Effective Time
would limit the freedom of EGI-TRB or its Subsidiaries’ (including the
Surviving Corporation’s) or affiliates’ freedom of action with respect to, or
its ability to retain, one or more of its or its Subsidiaries’ (including the
Surviving Corporation’s) businesses, product lines or assets, in each case as
may be required in order to avoid the entry of, or to effect the dissolution
of, any injunction, temporary restraining order or other order in any suit or
proceeding which would otherwise have the effect of preventing or materially
delaying the Closing, (iv) promptly inform the other party upon receipt of
any material communication from the FCC, the United States Federal Trade
Commission, the Antitrust Division of the United States Department of Justice
or any other Governmental Entity regarding any of the transactions contemplated
by this Agreement and (v) subject to applicable legal limitations and the
instructions of any Governmental Entity, keep each other apprised of the status
of matters relating to the completion of the transactions contemplated thereby,
including promptly furnishing the other with copies of notices or other
communications received by the Company or EGI-TRB, as the case may be, or any
of their respective Subsidiaries, from any third party and/or any Governmental
Entity with respect to such transactions. 
The Company and EGI-TRB shall permit
counsel for the other party reasonable opportunity to review in advance, and
consider in good faith the views of the other party in connection with, any
proposed written communication to any Governmental Entity.  Each of the Company and EGI-TRB agrees not to
(A) participate in any substantive meeting or discussion, either in person
or by telephone, with any Governmental Entity in connection with the proposed
transactions unless it consults with the other party in advance and, to the
extent not prohibited by such Governmental Entity, gives the other party the
opportunity to attend and participate, (B) extend any waiting
period under the HSR Act without the prior written consent of the other party
(such consent not to be unreasonably withheld, conditioned or delayed) or
(C) enter into any agreement with any



 14
 









Governmental Entity not to consummate the transactions
contemplated by this Agreement without the prior written consent of the other
party (such consent not to be unreasonably withheld, conditioned or delayed).


(c)           In furtherance and not in limitation of the covenants of
the parties contained in this Section 5.7, if any administrative or
judicial action or proceeding, including any proceeding by a private party, is
instituted (or threatened to be instituted) challenging any transaction
contemplated by this Agreement or the Merger Agreement as violative of any
Regulatory Law, each of the Company and EGI-TRB shall cooperate in all respects
with each other and shall use their respective reasonable best efforts to
contest and resist any such action or proceeding and to have vacated, lifted,
reversed or overturned any decree, judgment, injunction or other order, whether
temporary, preliminary or permanent, that is in effect and that prohibits,
prevents or restricts consummation of the transactions contemplated by this
Agreement.  Notwithstanding the foregoing
or any other provision of this Agreement, nothing in this Section 5.7
shall limit a party’s right to terminate this Agreement pursuant to Section
8.19(b) or 8.19(f) or EGI-TRB’s right to terminate this Agreement pursuant to
Section 8.19(g) so long as such party has, prior to such termination, complied
with its obligations under this Section 5.7.


(d)           EGI-TRB and the Company acknowledge that license renewal
applications (each, a “Renewal Application”) may be pending before the
FCC with respect to one or more Company Stations (each, a “Renewal Station”).  In order to avoid disruption or delay in the
processing of the FCC Applications, EGI-TRB and the Company agree, as part of
the FCC Applications, to request that the FCC apply its policy permitting the
processing of license assignments and transfers in transactions involving
multiple markets, notwithstanding the pendency of one or more license renewal
applications.  EGI-TRB and the Company
agree to make such representations and undertakings as are reasonably necessary
or appropriate to invoke such policy, including undertakings to assume the
position of applicant with respect to any pending Renewal Application, and to
assume the risks relating to such Renewal Application.  To the extent reasonably necessary to
expedite grant of a Renewal Application, and thereby facilitate grant of the
FCC Applications, EGI-TRB and the Company shall enter into tolling agreements
with the FCC with respect to the relevant Renewal Application as reasonably
necessary or appropriate to extend the statute of limitations for the FCC to
determine or impose a forfeiture penalty against such Renewal Station in
connection with any pending complaints, investigations, letters of inquiry or
other proceedings, including complaints that such Renewal Station aired
programming that contained obscene, indecent or profane material (a “Tolling
Agreement”).  EGI-TRB and the Company
shall consult in good faith with each other prior to entering into any such
Tolling Agreement.


Section 5.8             Control of Operations.  Nothing contained in this Agreement shall by
its terms give EGI-TRB or Guarantor, directly or indirectly, the right to
control or direct the Company’s operations.


Section 5.9             Shareholder Litigation.  The Company shall give EGI-TRB the
opportunity to participate, subject to a customary joint defense agreement, in,
but not control, the defense or settlement of any shareholder litigation
against the Company or its directors or officers relating to the transactions
contemplated by this Agreement or the Merger Agreement; provided, however,
that no such settlement for an amount in excess of available insurance



 15
 









coverage shall be agreed to without the consent of
EGI-TRB, which consent shall not be unreasonably withheld or delayed.


Section 5.10           Merger Agreement Covenants.  Reference is hereby made to the covenants of
the Company set forth in Sections 2.1(e) [Dissenters’ Rights]; 5.1 [Conduct of
Business by the Company], 5.2 [Investigation], 5.3 [No Solicitation], 5.4
[Proxy Statement; Company Meeting], Section 5.5 [Stock Options and Other
Stock-Based Awards; Employee Matters], 5.11 [Financing], 5.12 [Specified
Divestitures], 5.13 [FCC Matters], 5.14 [Company Offer], Section 5.15 [Eagles
Exchange] and in the provisos to Section 7.1(g) of the Merger Agreement.  The Company hereby makes each of such
covenants to EGI-TRB and Guarantor as if each such covenant were hereinafter
set forth in full, with references therein to the ESOP being changed to
references to EGI-TRB and Guarantor. 
EGI-TRB and Guarantor agree that all information provided to it or its
Representatives pursuant to Section 5.2 of the Merger Agreement as incorporated
herein shall be deemed to be Evaluation Material, as such term is used in, and
shall be treated in accordance with, the Confidentiality Agreement.  With respect to the Offer, in addition to the
covenants set forth in Section 5.14 of the Merger Agreement, the Company agrees
that without the prior written consent of EGI-TRB, no change will be made to
the Offer that changes the form of consideration to be paid pursuant to the
Offer, increases the Offer Price or the number of Company Shares sought in the
Offer, or waives any of the conditions to the Offer set forth in Section 5.14
of the Company Disclosure Schedule.


Section 5.11           Board Appointment.  The Company agrees to cause Samuel Zell to be
appointed to its Board of Directors effective as of the First Closing Date, and
be elected to serve as the Chairman of the Company’s Board of Directors
effective as of, and from and after, the Second Closing Date, in each case if
he is willing and able to serve in such capacity.  In connection therewith, the Company agrees
to appoint Mr. Zell to the class of directors whose terms expire the furthest
from the date of this Agreement and to use its reasonable best efforts to
enable Mr. Zell to serve as the Chairman of the Board until at least the third anniversary
of the date of this Agreement, in each case, if he is willing and able to serve
in such capacity.


Section 5.12           S-Corporation Eligibility.  Guarantor represents, warrants and covenants
that, as of the date hereof and at all times during the term of this Agreement,
each of the successors-in-interest to any membership or other interest in
EGI-TRB in the event of Guarantor’s death are and will all be eligible to hold
interests in an S-Corporation and, in the aggregate, will not exceed twenty
such eligible successors.  For purposes
of this Section 5.12, all eligible successors treated as a single
shareholder pursuant to Section 1361(c)(1) of the Code shall be treated as
a single eligible successor.


ARTICLE VI


CONDITIONS TO THE
FIRST CLOSING


Section 6.1             Conditions to Each Party’s
Obligation to Effect the First Closing. 
The respective obligations of each party to consummate the transactions
contemplated by the First Closing shall be subject to the fulfillment (or
waiver by all parties) at or prior to the First Closing of the following
conditions:



 16
 









(a)           No
restraining order, injunction or other order by any court or other tribunal of
competent jurisdiction which prohibits the consummation of the transactions
contemplated by the First Closing shall have been entered and shall continue to
be in effect.


(b)           Any
applicable waiting period under the HSR Act with respect to the acquisition of
the Purchased Shares and the Exchangeable Note Shares shall have expired or
been earlier terminated.


Section 6.2             Conditions
to Obligation of the Company to Effect the First Closing.  The obligation of the Company to effect the
transactions contemplated by the First Closing is further subject to the
fulfillment of the following conditions:


(a)           The
representations and warranties of EGI-TRB and Guarantor set forth herein shall
be true and correct both when made and at and as of the First Closing Date, as
if made at and as of such time (except to the extent expressly made as of an
earlier date, in which case as of such date), except where the failure of such
representations and warranties to be so true and correct (without giving effect
to any limitation as to “materiality” or “material adverse effect” qualifiers
set forth therein) would not have, individually or in the aggregate, an EGI-TRB
Material Adverse Effect.


(b)           EGI-TRB
and Guarantor shall have in all material respects performed all obligations and
complied with all covenants required by this Agreement to be performed or
complied with by them prior to the First Closing.


(c)           EGI-TRB
shall have delivered to the Company a certificate, dated the date of the First
Closing and signed by its Chief Executive Officer or another senior officer,
and Guarantor shall have delivered to the Company a certificate, dated the date
of the First Closing, in each case certifying to the effect that the conditions
set forth in Sections 6.2(a) and 6.2(b) have been satisfied.


Section 6.3             Conditions
to Obligations of EGI-TRB to Effect the First Closing.  The obligations of EGI-TRB to effect the
transactions contemplated by the First Closing is further subject to the
fulfillment of the following conditions:


(a)             (i) 
The representations and warranties of the Company set forth in Sections
3.1 through 3.5 shall be true and correct, (ii) the representations and
warranties of the Company set forth in Section 3.2(a) and (d) of the Merger
Agreement and incorporated herein by reference shall be true and correct in all
material respects, (iii) the representations and warranties of the Company
set forth in Sections 3.10(a)(ii) and (b) of the Merger Agreement and
incorporated herein by reference shall be true and correct in all respects and
(iv) the other representations and warranties of the Company set forth in the
Merger Agreement, to the extent incorporated herein by reference, shall be true
and correct, in each case both when made and at and as of the First Closing
Date, as if made at and as of such time (except to the extent expressly made as
of an earlier date, in which case as of such date), except in the case of
clauses (i) and (iv) where the failure of such representations and warranties
to be so true and correct (without giving effect to any limitation as to “materiality”
or “material adverse effect” qualifiers set forth therein) would not have,
individually or in the aggregate, a Company Material Adverse Effect.



 17















(b)           The
Company shall have in all material respects performed all obligations and
complied with all covenants required by this Agreement to be performed or
complied with by it prior to the First Closing.


(c)           The
Company shall have delivered to EGI-TRB a certificate, dated the date of the
First Closing and signed by its Chief Executive Officer or another senior
officer, certifying to the effect that the conditions set forth in Sections
6.3(a) and 6.3(b) have been satisfied.


(d)           The Merger Agreement shall have not
been terminated in accordance with its terms by any of the parties thereto.


(e)           The Purchased Shares and the
Exchangeable Note Shares shall have been authorized for listing on the New York
Stock Exchange, subject to official notice of issue.


ARTICLE VII


CONDITIONS TO THE
SECOND CLOSING


Section 7.1             Conditions
to Each Party’s Obligation to Effect the Second Closing.  The respective obligations of each party to
consummate the transactions contemplated by the Second Closing shall be subject
to the fulfillment (or waiver by all parties) at or prior to the Second Closing
of the following conditions:


(a)          
No restraining order, injunction or other order by any court or other tribunal
of competent jurisdiction which prohibits the consummation of the transactions
contemplated by the Second Closing shall have been entered and shall continue
to be in effect.


(b)           The Merger shall have occurred.


(c)           Samuel Zell shall have been elected as the Chairman of the
Board, if he is willing and able to serve in such capacity, as of the Second
Closing Date.


ARTICLE VIII


MISCELLANEOUS


Section 8.1             Merger
Agreement; Exchange Agreement.  The Company agrees that it will not
amend, waive, or otherwise modify (including by the exercise of any
consent rights) any provision of, or any of the rights and obligations under,
the Merger Agreement.  The Company
further agrees that it will not amend, waive obligations under, or otherwise
modify (including by the exercise of any consent rights) or terminate the
Exchange Agreement or the ESOP Purchase Agreement.


Section 8.2             Takeover
Statute.  If any “fair price,” “moratorium,”
“control share acquisition” or other form of antitakeover statute or regulation
shall become applicable to the transactions contemplated hereby, each of the
Company and EGI-TRB and, if applicable, the



 18
 









members of their respective Boards of Directors shall
grant such approvals and take such actions as are reasonably necessary so that
the transactions contemplated hereby may be consummated as promptly as
practicable on the terms contemplated hereby and otherwise act to eliminate or
minimize the effects of such statute or regulation on the transactions
contemplated hereby.


Section 8.3             Public
Announcements.  The Company and
EGI-TRB will consult with and provide each other the reasonable opportunity to
review and comment upon any press release or other public statement or comment
prior to the issuance of such press release or other public statement or
comment relating to this Agreement or the transactions contemplated herein and
shall not issue any such press release or other public statement or comment
prior to such consultation except as may be required by applicable Law or by
obligations pursuant to any listing agreement with any national securities
exchange.  EGI-TRB and the Company agree
to issue, together with the ESOP, a joint press release announcing this
Agreement.


Section 8.4             Termination
of Representations and Warranties. 
The representations and warranties in this Agreement or in any
instrument delivered pursuant to this Agreement shall terminate if and when the
First Closing occurs; provided, that the representations and warranties
in this Agreement or in any instrument delivered pursuant to this Agreement
shall be deemed to survive solely for the purposes of determining whether any
of the termination fee provisions of Section 8.20 have been
triggered.  Nothing in this Agreement
shall be deemed to be a waiver by EGI-TRB of any rights it may have against the
Company pursuant to Rule 10b-5 under the Exchange Act in connection with the
transactions contemplated hereby.


Section 8.5             Expenses.  Except as set forth in Section 8.20, all
costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring or
required to incur such expenses; provided, however, that:


(a)           After consummation of the First
Closing, the Company shall pay to EGI-TRB an amount equal to EGI-TRB’s Expenses
incurred through and including the fifteenth (15th) day after the consummation
of the First Closing for which EGI-TRB has not theretofore been reimbursed by
the Company; provided that such Expenses shall not exceed $2.5
million.  The term “Expenses” includes
all reasonable out-of-pocket expenses (including all fees and expenses of
financing sources, counsel, accountants, investment bankers, experts and
consultants to EGI-TRB and any of its affiliates) incurred by EGI-TRB or on its
behalf in connection with or related to the authorization, preparation,
negotiation, execution, performance and completion of this Agreement and the
transactions contemplated hereby.  Such
payment shall be made not later than two (2) business days after delivery to
the Company of a documented itemization setting forth in reasonable detail all
previously unreimbursed Expenses of EGI-TRB (which itemization may be
supplemented and updated from time to time by EGI-TRB until the fifteenth
(15th) day after consummation of the First Closing).


(b)           After consummation of the Second
Closing, the Company shall pay to EGI-TRB an amount equal to EGI-TRB’s Expenses
incurred from and after the fifteenth (15th) day after the consummation of the
First Closing through and including the fifteenth (15th) day after the
consummation of the Second Closing for which EGI-TRB has not theretofore been
reimbursed by the Company pursuant to Section 8.5(a); provided that
such Expenses shall not exceed $2.5 million. 
Such payment shall be made not later than two (2) business days after



 19
 









delivery to the Company of a documented itemization
setting forth in reasonable detail all previously unreimbursed Expenses of
EGI-TRB (which itemization may be supplemented and updated from time to time by
EGI-TRB until the fifteenth (15th) day after consummation of the Second
Closing).


(c)           In the event that either party
initiates any action or proceeding to enforce its rights under this Agreement
and prevails in such action or proceeding, such party shall be entitled to
recover its costs and reasonable attorneys’ fees from the other party with
respect to such action or proceeding.


Section 8.6             Counterparts; Effectiveness.  This Agreement may be executed in two or more
consecutive counterparts (including by facsimile), each of which shall be an
original, with the same effect as if the signatures thereto and hereto were
upon the same instrument, and shall become effective when one or more
counterparts have been signed by each of the parties and delivered (by telecopy
or otherwise) to the other party.


Section 8.7             Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
without giving effect to any choice or conflict of law provision or rule
(whether of the State of Delaware or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
Delaware.


Section 8.8             Jurisdiction;
Enforcement.  The parties agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached.  It is accordingly
agreed that the parties shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions of this Agreement exclusively in the Delaware Court of Chancery and
any state appellate court therefrom within the State of Delaware (or, if the
Delaware Court of Chancery declines to accept jurisdiction over a particular
matter, any state or federal court within the State of Delaware).  In addition, each of the parties hereto
irrevocably agrees that any legal action or proceeding with respect to this
Agreement and the rights and obligations arising hereunder, or for recognition
and enforcement of any judgment in respect of this Agreement and the rights and
obligations arising hereunder brought by the other party hereto or its
successors or assigns, shall be brought and determined exclusively in the
Delaware Court of Chancery and any state appellate court therefrom within the
State of Delaware (or, if the Delaware Court of Chancery declines to accept
jurisdiction over a particular matter, any state or federal court within the
State of Delaware).  Each of the parties
hereto hereby irrevocably submits with regard to any such action or proceeding
for itself and in respect of its property, generally and unconditionally, to
the personal jurisdiction of the aforesaid courts and agrees that it will not
bring any action relating to this Agreement or any of the transactions
contemplated by this Agreement in any court other than the aforesaid
courts.  Each of the parties hereto
hereby irrevocably waives, and agrees not to assert, by way of motion, as a
defense, counterclaim or otherwise, in any action or proceeding with respect to
this Agreement, (a) any claim that it is not personally subject to the
jurisdiction of the above named courts for any reason, (b) any claim that it or
its property is exempt or immune from jurisdiction of any such court or from
any legal process commenced in such courts (whether through service of notice,
attachment prior to judgment, attachment in aid of execution of judgment,
execution of judgment



 20
 









or otherwise) and (c) to the fullest extent permitted
by the applicable law, any claim that (i) the suit, action or proceeding in
such court is brought in an inconvenient forum, (ii) the venue of such suit,
action or proceeding is improper or (iii) this Agreement, or the subject mater
hereof, may not be enforced in or by such courts.


Section 8.9             WAIVER
OF JURY TRIAL.   EACH OF THE PARTIES
HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


Section 8.10           Notices.  Any notice required to be given hereunder
shall be sufficient if in writing, and sent by facsimile transmission (provided
that any notice received by facsimile transmission or otherwise at the
addressee’s location on any business day after 5:00 p.m. (addressee’s local
time) shall be deemed to have been received at 9:00 a.m. (addressee’s local
time) on the next business day, by reliable overnight delivery service (with
proof of service), hand delivery or certified or registered mail (return
receipt requested and first-class postage prepaid), addressed as follows:


To EGI-TRB:


EGI-TRB, L.L.C.

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

Two North Riverside Plaza, Suite 600

Chicago, IL 60606

Attn: Joseph M. Paolucci and Marc D. Hauser

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

Fax: (312) 454-0335


with copies to:


Jenner & Block LLP

330 N. Wabash Ave.

Chicago, IL 60611

Attn: Joseph P. Gromacki

Tel: (312) 923-2637

Fax: (312) 923-2737


To the Company:


Tribune Company

435 North Michigan Avenue

Chicago, IL 60611

Attn: c/o Crane H. Kenney

Senior Vice President, General Counsel & Secretary

Tel: (312) 222-2491

Fax: (312) 222-4206



 21
 









with copies to:


Wachtell, Lipton, Rosen
& Katz

51 West 52nd Street

New York, NY 10019

Attn: Steven A. Rosenblum and Peter E. Devine

Tel: (212) 403-1000

Fax: (212) 403-2000




and


Sidley Austin LLP

One South Dearborn Street

Chicago, Illinois 60603

Attention:  Thomas A. Cole and Larry A.
Barden

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

Fax: (312) 853-7036


and


Skadden, Arps, Slate,
Meagher & Flom LLP

Suite 2100

333 West Wacker Drive

Chicago, Illinois 60606

Attn: Charles W. Mulaney, Jr.

Tel: (312) 407-0700

Fax: (312) 407-0411


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


Section 8.11           Assignment;
Binding Effect.  Neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by either of the parties hereto (whether by operation of law or
otherwise) without the prior written consent of the other party.  Subject to the preceding sentence, this
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, beneficiaries, executors, successors and
assigns.


Section 8.12           Severability.  Any term or provision of this Agreement which
is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the



 22
 









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


Section 8.13           Entire
Agreement; No Third-Party Beneficiaries. 
This Agreement (including the exhibits and schedules hereto), the Merger
Agreement, the Investor Rights Agreement, the Registration Rights Agreement and
the Confidentiality Agreement, dated as of November 8, 2006, between the
Company and Equity Group Investments, L.L.C.,  constitute the entire agreement, and supersede all other
prior agreements and understandings, both written and oral, between the
parties, or any of them, with respect to the subject matter hereof and thereof
and is not intended to and shall not confer upon any person other than the
parties hereto any rights or remedies hereunder.


Section 8.14           Amendments;
Waivers.  Any provision of this
Agreement may be amended or waived if, and only if, such amendment or waiver is
in writing and signed, in the case of an amendment, by the Company and EGI-TRB,
or in the case of a waiver, by the party against whom the waiver is to be
effective.  Notwithstanding the
foregoing, no failure or delay by the Company or EGI-TRB in exercising any
right hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise of any other
right hereunder.


Section 8.15           Headings.  Headings of the Articles and Sections of this
Agreement are for convenience of the parties only and shall be given no
substantive or interpretive effect whatsoever.


Section 8.16           Interpretation.  When a reference is made in this Agreement to
an Article or Section, such reference shall be to an Article or Section of this
Agreement unless otherwise indicated. 
Whenever the words “include,” “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without
limitation.”  The words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this
Agreement.  All terms defined in this
Agreement shall have the defined meanings when used in any certificate or other
document made or delivered pursuant thereto unless otherwise defined
therein.  The definitions contained in
this Agreement are applicable to the singular as well as the plural forms of
such terms and to the masculine as well as to the feminine and neuter genders
of such term.  Any agreement, instrument
or statute defined or referred to herein or in any agreement or instrument that
is referred to herein means such agreement, instrument or statute as from time
to time amended, modified or supplemented, including (in the case of agreements
or instruments) by waiver or consent and (in the case of statutes) by
succession of comparable successor statutes and references to all attachments
thereto and instruments incorporated therein. 
Each of the parties has participated in the drafting and negotiation of
this Agreement.  If an ambiguity or
question of intent or interpretation arises, this Agreement must be construed
as if it is drafted by all the parties, and no presumption or burden of proof
shall arise favoring or disfavoring any party by virtue of authorship of any of
the provisions of this Agreement.



 23
 









Section 8.17           No
Recourse.  This Agreement may only be
enforced against, and any claims or causes of action that may be based upon,
arise out of or relate to this Agreement, or the negotiation, execution or
performance of this Agreement may only be made against, the entities that are
expressly identified as parties hereto and no past, present or future
affiliate, director, officer, employee, incorporator, member, manager, partner,
stockholder, agent, attorney or Representative of any party hereto shall have
any liability for any obligations or liabilities of the parties to this
Agreement or for any claim based on, in respect of, or by reason of, the
transactions contemplated hereby.


Section 8.18           Guarantee.


(a)           Guarantor absolutely, unconditionally and irrevocably
guarantees (the “Guarantee”) to the Company each and every
representation, warranty, covenant and agreement of EGI-TRB and the full and
timely observance, payment, performance and discharge of its obligations under
the provisions of the EGI-TRB Transaction Documents (the “Obligations”)
and not of their collectibility only. 
This Guarantee shall remain in force and effect until performance in
full of all the Obligations, and is in no way conditioned upon any requirement
that the Company first attempt to collect any of the Obligations from EGI-TRB
or resort to any collateral security or other means of obtaining payment.


(b)           If any of the Obligations have become irrecoverable from
or unenforceable against EGI-TRB in whole or in part by reason of EGI-TRB’s
insolvency, bankruptcy or reorganization, or if the collection or enforcement
of any of the Obligations shall be stayed, or the Obligations shall be
discharged, in each case in any insolvency, bankruptcy or reorganization of
EGI-TRB, this Guarantee shall notwithstanding any of the preceding nevertheless
be binding on Guarantor and the enforceability of this Guarantee in accordance
with its terms shall not be affected thereby.


(c)           Guarantor waives promptness, diligence, presentment,
demand, protest, notice of acceptance, any right to require the marshalling of
assets of EGI-TRB, and all suretyship defenses generally. Without limiting the
generality of the foregoing, Guarantor agrees that its obligations hereunder
shall not be released or discharged, in whole or in part, or otherwise affected
by (i) the failure of the Company to assert any claim or demand or to enforce
any right or remedy against EGI-TRB; (ii) the addition, substitution or release
of any entity or other person primarily or secondarily liable for any
Obligation; (iii) the adequacy of any other means the Company may have of
obtaining repayment of any of the Obligations; or (iv) other acts or omissions
which might in any manner or to any extent vary the risk of Guarantor or
otherwise operate as a release or discharge of Guarantor.  The agreements and waivers of Guarantor set
forth above in this Section 8.18(c) shall not operate to waive, affect or
impair (x) any of the rights of EGI-TRB under the Merger Agreement, this
Agreement or any of the other EGI-TRB Transaction Documents, including but not
limited to any right to receive notice, or prejudice any right of the Obligor
to assert any defense, counterclaim or setoff otherwise applicable to any of
the Obligations, or (y) any right of Guarantor to receive notice under the
Merger Agreement, this Agreement or any of the other Transaction
Documents.  The Obligations shall be determined
in accordance with the provisions of the Merger Agreement, this Agreement or
any of the other EGI-TRB Transaction Documents. 
Without limiting the generality of the foregoing, (A) if an
Obligation is compromised in accordance with the provisions of the Merger



 24
 









Agreement, this Agreement or any of the other EGI-TRB
Transaction Documents, such Obligation shall be compromised for purposes of
this Guarantee, and (B) if EGI-TRB is entitled to assert a defense,
counterclaim or right of setoff to an Obligation in accordance with the
provisions of the Merger Agreement, this Agreement or any of the other EGI-TRB
Transaction Documents, Guarantor shall be entitled to assert the same defense,
counterclaim or right of offset under this Guarantee.


(d)           Until the final payment and performance in full of all of
the Obligations, Guarantor shall not exercise and hereby waives any rights
against EGI-TRB arising as a result of payment by Guarantor hereunder, by way
of subrogation, reimbursement, restitution, contribution or otherwise, and will
not file or assert any claim in competition with the Company in respect of any
payment hereunder in any bankruptcy, insolvency or reorganization case or
proceedings of any nature involving EGI-TRB, nor will Guarantor assert any
setoff, recoupment or counterclaim to any of its obligations hereunder in
respect of any liability of EGI-TRB to Guarantor.


Section 8.19           Termination.  Notwithstanding anything contained in this
Agreement to the contrary, this Agreement may be terminated and abandoned at
any time prior to the First Closing or the Second Closing as follows:


(a)           by the mutual written consent of the
Company and EGI-TRB;


(b)           by either the Company or EGI-TRB if an injunction, order,
decree or ruling shall have been entered permanently restraining, enjoining or
otherwise prohibiting the consummation of the Merger or the transactions
contemplated hereby and such injunction, order, decree or ruling shall have
become final and non-appealable;


(c)           by either the Company or EGI-TRB upon
termination of the Merger Agreement in accordance with its terms;


(d)           by the Company, if EGI-TRB or Guarantor shall have
breached or failed to perform in any material respect any of its
representations, warranties, covenants or other agreements contained in this
Agreement, which breach or failure to perform (i)(A) would result in a failure
of a condition set forth in Section 6.1 or 6.2 and (B) cannot be cured by the
First Closing End Date (as hereinafter defined), or (ii)(A) would result in a
failure of a condition set forth in Section 7.1 and (B) cannot be cured by the
End Date, provided that the Company shall have given EGI-TRB written
notice, delivered at least thirty (30) days prior to such termination, stating
the Company’s intention to terminate this Agreement pursuant to this Section
8.19(d) and the basis for such termination;


(e)           by the EGI-TRB, if the Company shall have breached or
failed to perform in any material respect any of its representations,
warranties, covenants or other agreements contained in this Agreement, which
breach or failure to perform (i)(A) would result in a failure of a condition
set forth in Section 6.1 or 6.3 and (B) cannot be cured by the First Closing
End Date, or (ii)(A) would result in a failure of a condition set forth in
Section 7.1 and (B) cannot be cured by the End Date, provided that
EGI-TRB shall have given the Company written notice, 



 25
 









delivered at least thirty (30) days prior to such
termination, stating EGI-TRB’s intention to terminate this Agreement pursuant
to this Section 8.19(e) and the basis for such termination;


(f)            by either the Company or EGI-TRB if (i) the First
Closing shall not have occurred on or before August 17, 2007 (the “First
Closing End Date”) and (ii) the party seeking to terminate this
Agreement pursuant to this Section 8.19(f) shall not have breached in any
material respect its obligations under this Agreement in any manner that shall
have proximately caused the failure to consummate the purchase and sale of the
Purchased Shares and the Exchangeable Note on or before such date;


(g)           by
EGI-TRB if (i) the Merger shall not have occurred by the End Date and
(ii) EGI-TRB shall not have breached in any material respect its
obligations under this Agreement in any manner that shall have proximately
caused the failure to consummate the Merger on or before such date;


(h)           by
EGI-TRB, prior to the Company Shareholder Approval, if the Board of Directors
of the Company has failed to make the Recommendation in the Proxy Statement or
has effected a Change of Recommendation in a manner adverse to EGI-TRB;


(i)            by
EGI-TRB if the Company Meeting (including any adjournments or postponements
thereof) shall have concluded and the Company Shareholder Approval shall not
have been obtained; and


(j)            by
EGI-TRB if the Board of Directors of the Company or the Special Committee determines
to accept a Superior Proposal.


In the event of
termination of this Agreement pursuant to this Section 8.19, this Agreement
shall terminate (except for the provisions of Section 5.2 (excluding references
to Section 5.12 contained therein) and this Article VIII, each of which
shall survive such termination in accordance with its terms), and there shall
be no other liability on the part of the Company, EGI-TRB or Guarantor.


Section 8.20           Termination
Fees.


(a)           In
the event that (i) any of the representations or warranties of the Company
contained in this Agreement or the Merger Agreement, as applicable, was
materially false when made or the Company shall have failed to perform in any
material respect any of its covenants or other agreements contained in this
Agreement or the Merger Agreement, as applicable, and, as a result thereof,
(A) EGI-TRB terminates this Agreement pursuant to Section 8.19(e), (B)
EGI-TRB terminates this Agreement pursuant to Section 8.19(c) where the
Merger Agreement has been terminated pursuant to Section 7.1(f) thereof,
or (C) EGI-TRB terminates this Agreement pursuant to Section 8.19(g)
and such materially false representation or warranty of the Company or such
failure by the Company to perform in any material respect any of such covenants
was the proximate cause of the failure of the Merger to close by the End Date,
(ii) the Company or EGI-TRB terminates this Agreement pursuant to Section
8.19(c) where the Merger Agreement has been terminated pursuant to Section
7.1(g) or Section 7.1(h) thereof or EGI-TRB terminates this Agreement pursuant
to Section 8.19(h) or 8.19(j), or (iii) after
the date of this



 26
 









Agreement, any bona fide Alternative
Proposal (substituting for purposes of this Section 8.20(a) 50% for the 20%
thresholds set forth in the definition of “Alternative Proposal” in the Merger
Agreement) (a “Qualifying Transaction”) is publicly proposed or publicly
disclosed prior to the time of the Company Meeting and not permanently
abandoned prior to the time of the Company Meeting, and the Company or
EGI-TRB terminates this Agreement pursuant to Section 8.19(c) where the
Merger Agreement has been terminated pursuant to Section 7.1(d) thereof or
EGI-TRB terminates this Agreement pursuant to Section 8.19(i), and, within
twelve (12) months after any such termination, the Company enters into any
Qualifying Transaction, then in any such event set forth in clauses (i), (ii)
or (iii) above, the Company shall pay to EGI-TRB a fee of $25 million in cash
(the “Company Termination Fee”). 
Payment of the Company Termination Fee shall be made five (5) business
days after termination of this Agreement under the circumstances described in
clauses (i) or (ii) of the preceding sentence or within five (5) business days
after the entering into of the Qualifying Transaction under the circumstances
described in clause (iii) of the preceding sentence.  In no event shall the Company be required to
pay the Company Termination Fee on more than one occasion.


(b)           In
the event that any of EGI-TRB’s or Guarantor’s representations or warranties
contained in this Agreement was materially false when made or EGI-TRB or
Guarantor shall have failed to perform in any material respect any of its
covenants or other agreements contained in this Agreement and, as a result thereof,
(A) the Company terminates this Agreement pursuant to Section 8.19(d), or (B)
the Company terminates this Agreement pursuant to Section 8.19(c) where
the Merger Agreement has been terminated pursuant to Section 7.1(b)
thereof and such materially false representation or warranty of EGI-TRB or
Guarantor or such failure by EGI-TRB or Guarantor to perform in any material
respect any of such covenants was the proximate cause of the failure of the
Merger to close by the End Date, then in any such event EGI-TRB shall pay to
the Company a fee of $25 million in cash (the “EGI-TRB Termination Fee”).  EGI-TRB shall also pay to the Company the
EGI-TRB Termination Fee if (i) this Agreement is terminated by the Company or
EGI-TRB pursuant to Section 8.19(c), (ii) the primary factor leading to
the underlying termination of the Merger Agreement was the failure to satisfy
the financing condition set forth in Section 6.1(g) of the Merger Agreement and
(iii) the failure to satisfy the financing condition set forth in Section
6.1(g) of the Merger Agreement was not the result of the breach or failure by
the Company or the ESOP to perform in any material respect any of their
respective covenants or other agreements contained in this Agreement, the
Merger Agreement or the Debt Commitment Letters, as applicable, or any of the
other documents delivered by either the Company or the ESOP in connection
therewith, or the result of the Company’s or the ESOP’s representations or
warranties contained in any such agreements or documents having been materially
false when made.  Payment of the EGI-TRB
Termination Fee shall be made five (5) business days after termination of this
Agreement under the circumstances described in either of the two preceding
sentences.  In no event shall EGI-TRB be
required to pay the EGI-TRB Termination Fee on more than one occasion.


(c)           Each
of the parties hereto acknowledges that the agreements contained in this
Section 8.20 are an integral part of the transactions contemplated by this
Agreement and that none of the fees contemplated under this Section 8.20 is a
penalty, but rather is liquidated damages in a reasonable amount that will
compensate EGI-TRB or the Company, as the case may be, for the efforts and
resources expended and opportunities foregone while negotiating this Agreement
and in reliance on this Agreement and on the expectation of the consummation of
the



 27
 









transactions contemplated hereby, which amount would
otherwise be impossible to calculate with precision.  Notwithstanding anything to the contrary in
this Agreement, and except as otherwise provided in the next succeeding
sentence, (i) the Company’s right to receive payment of the EGI-TRB Termination
Fee pursuant to this Section 8.20 shall be the exclusive remedy of the
Company against EGI-TRB for (A) the loss suffered as a result of the failure of
the transactions contemplated hereby or by Merger Agreement to be consummated
and (B) any other losses, damages, obligations or liabilities suffered as a
result of or under this Agreement and the transactions contemplated hereby, and
upon payment of the EGI-TRB Termination Fee in accordance with this Section
8.20, neither EGI-TRB nor any of its equityholders, partners, members,
directors, officers or agents, as the case may be, shall have any further liability
or obligation relating to or arising out of this Agreement or the transactions
contemplated hereby (except as provided for in the Confidentiality Agreement);
and (ii) EGI-TRB’s right to receive payment of the Company Termination Fee
pursuant to this Section 8.20 shall be the exclusive remedy of EGI-TRB for (A)
the loss suffered as a result of the failure of the transactions contemplated
hereby or by the Merger Agreement to be consummated and (B) any other losses,
damages, obligations or liabilities suffered as a result of or under this
Agreement and the transactions contemplated hereby, and upon payment of the
Company Termination Fee in accordance with this Section 8.20, neither the
Company nor any of its stockholders, directors, officers or agents, as the case
may be, shall have any further liability or obligation relating to or arising
out of this Agreement or the transactions contemplated hereby (except as
provided for in the Confidentiality Agreement). 
If the Company fails to pay EGI-TRB any amounts due to EGI-TRB pursuant
to this Section 8.20 within the time periods specified in this Section 8.20 or
EGI-TRB fails to pay the Company any amounts due to the Company pursuant to
this Section 8.20 within the time periods specified in this Section 8.20, the
Company or EGI-TRB, as applicable, shall pay the costs and expenses (including
reasonable legal fees and expenses) incurred by EGI-TRB or the Company, as
applicable, in connection with any action, including any lawsuit, taken to
collect payment of such amounts, together with interest on such unpaid amounts
at the prime lending rate prevailing during such period as published in The Wall Street Journal, calculated on a
daily basis from the date such amounts were required to be paid until the date
of actual payment.


*              *              *              *



 28
















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


	
  

  	
  EGI-TRB, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip G. Tinkler

  
	
   

  	
   

  	
  Name: Philip G. Tinkler

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SAMUEL ZELL

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Samuel Zell

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TRIBUNE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis J. FitzSimons

  
	
   

  	
   

  	
  Name: Dennis J. FitzSimons

  
	
   

  	
   

  	
  Title:   Chairman,
  President and

  
	
   

  	
   

  	
             Chief
  Executive Officer

  



 


 


 


 


 


Signature
Page to the Securities Purchase Agreement