OF THE COMPANY OR THE SPECIAL COMMITTEE DETERMINES TO ACCEPT
A SUPERIOR PROPOSAL; PROVIDED, HOWEVER, THAT (I) THE COMPANY SHALL HAVE PROVIDED
WRITTEN NOTICE TO THE ESOP (A "NOTICE OF SUPERIOR PROPOSAL") ADVISING THE ESOP
THAT THE BOARD OF DIRECTORS OF THE COMPANY OR THE SPECIAL COMMITTEE HAS RECEIVED
A SUPERIOR PROPOSAL, SPECIFYING IN WRITING THE MATERIAL TERMS AND CONDITIONS OF
SUCH SUPERIOR PROPOSAL AND THE IDENTITY OF THE PERSON MAKING THE PROPOSAL AND
PROVIDING THE ESOP WITH A COPY THEREOF (IF IN WRITING), (II) AT LEAST THREE (3)
BUSINESS DAYS FOLLOWING RECEIPT BY THE ESOP OF THE NOTICE OF SUPERIOR PROPOSAL,
AND TAKING INTO ACCOUNT ANY REVISED PROPOSAL MADE BY THE ESOP SINCE RECEIPT OF
THE NOTICE OF SUPERIOR PROPOSAL, THE BOARD OF DIRECTORS OF THE COMPANY OR THE
SPECIAL COMMITTEE SHALL HAVE CONCLUDED THAT SUCH SUPERIOR PROPOSAL REMAINS A
SUPERIOR PROPOSAL; PROVIDED THAT DURING SUCH THREE (3) BUSINESS DAY PERIOD, AT
THE ESOP'S REQUEST, THE COMPANY SHALL COOPERATE AND NEGOTIATE WITH THE ESOP IN
CONNECTION WITH THE ESOP'S EFFORTS TO MAKE SUCH A REVISED PROPOSAL; AND
PROVIDED, FURTHER, THAT IN THE EVENT OF ANY MATERIAL CHANGE TO THE TERMS OF SUCH
SUPERIOR PROPOSAL, THE BOARD OF DIRECTORS OF THE COMPANY OR THE SPECIAL
COMMITTEE SHALL DELIVER TO THE ESOP AN ADDITIONAL NOTICE OF SUPERIOR PROPOSAL,
AND THE THREE (3) BUSINESS DAY PERIOD REFERENCED ABOVE SHALL BE EXTENDED FOR AN
ADDITIONAL FORTY-EIGHT (48) HOURS, (III) THE COMPANY SHALL BE IN COMPLIANCE WITH
SECTION 5.3, (IV) THE BOARD OF DIRECTORS OF THE COMPANY SHALL CONCURRENTLY
APPROVE, AND THE COMPANY SHALL CONCURRENTLY ENTER INTO, A DEFINITIVE AGREEMENT
PROVIDING FOR THE IMPLEMENTATION OF SUCH SUPERIOR PROPOSAL AND (V) THE COMPANY
SHALL HAVE GIVEN THE ESOP FORTY-EIGHT (48) HOURS' WRITTEN NOTICE OF ITS
INTENTION TO TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 7.1(G), WHICH
NOTICE PERIOD MAY RUN CONCURRENTLY WITH ANY NOTICE PERIOD CONTEMPLATED BY CLAUSE
(II) ABOVE;
(H)
BY THE ESOP, 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 THE ESOP; AND
(I)
BY THE COMPANY, IF THE CONSUMMATION OF THE PURCHASE OF COMPANY
COMMON STOCK AND THE SUBORDINATED EXCHANGEABLE NOTE PURSUANT TO THE TRIBUNE
PURCHASE AGREEMENT SHALL NOT HAVE OCCURRED ON OR PRIOR TO AUGUST 17, 2007 OR IF
THE TRIBUNE PURCHASE AGREEMENT IS TERMINATED IN ACCORDANCE WITH ITS TERMS PRIOR
TO THE EFFECTIVE TIME.
In the event of termination of this Agreement pursuant to this Section 7.1, this
Agreement shall terminate (except for Article VIII, which shall survive such
termination), and there shall be no other liability on the part of the Company,
the ESOP or Merger Sub, except as provided in Section 8.20 of the Tribune
Purchase Agreement.
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ARTICLE VIII
MISCELLANEOUS
SECTION 8.1
NO SURVIVAL OF REPRESENTATIONS AND WARRANTIES. NONE OF
THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT OR IN ANY INSTRUMENT
DELIVERED PURSUANT TO THIS AGREEMENT SHALL SURVIVE