MEMBERS PURSUANT TO SECTION 4.6(A) FOR OR AGAINST, OR ABSTAIN OR
WITHHOLD FROM VOTING, IN THE SAME PROPORTION AS THE CAPITAL STOCK OF TRIBUNE
HELD BY ALL TRIBUNE STOCKHOLDERS IS VOTED WITH RESPECT TO SUCH PROPOSAL.
IN
ADDITION, EACH TRUST MEMBER AGREES THAT IT WILL NOT GRANT A PROXY WITH RESPECT
TO THE SHARES OF COMMON STOCK DISTRIBUTED TO IT PURSUANT TO SECTION 4.6(A) THAT
IS INCONSISTENT WITH THIS SECTION 4.6(B).
IN THE EVENT THAT, AT ANY TIME THAT
THE PROVISIONS OF THIS SECTION 4.6 REMAIN IN EFFECT, ANY OF THE SHARES OF COMMON
STOCK SUBJECT TO THIS SECTION 4.6 ARE DISTRIBUTED TO BENEFICIARIES OF THE TRUST
MEMBERS, THE TRUST MEMBERS, AS A CONDITION TO ANY SUCH DISTRIBUTION, SHALL CAUSE
SUCH BENEFICIARIES TO AGREE TO VOTE SUCH SHARES IN ACCORDANCE WITH THIS SECTION
4.6.
11
ARTICLE V
MISCELLANEOUS
5.1
TRANSACTION COSTS.
EXCEPT AS OTHERWISE PROVIDED HEREIN OR
OTHERWISE AGREED TO BY THE PARTIES, EACH PARTY TO THIS AGREEMENT SHALL PAY ALL
OF ITS COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND OTHER LEGAL COSTS AND
EXPENSES AND ACCOUNTANTS' FEES AND OTHER ACCOUNTING COSTS AND EXPENSES) INCURRED
IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
5.2
ENTIRE AGREEMENT.
THIS AGREEMENT (INCLUDING THE EXHIBITS HERETO)
REPRESENTS THE ENTIRE UNDERSTANDING AND AGREEMENT AMONG THE PARTIES WITH RESPECT
TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES ALL OTHER NEGOTIATIONS,
UNDERSTANDINGS AND REPRESENTATIONS (IF ANY) MADE BY AND AMONG SUCH PARTIES.
5.3
AMENDMENTS.
THE PROVISIONS OF THIS AGREEMENT MAY NOT BE AMENDED,
SUPPLEMENTED, WAIVED OR CHANGED ORALLY, BUT ONLY BY A WRITING SIGNED BY EACH OF
THE PARTIES.
5.4
ASSIGNMENTS.
THIS AGREEMENT SHALL BE BINDING ON AND INURE TO THE
BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE PARTIES TO THIS AGREEMENT.
NO
PARTY HERETO SHALL ASSIGN ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT
THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES TO THIS AGREEMENT, WHICH CONSENT
SHALL NOT BE UNREASONABLY WITHHELD.
5.5
HEADINGS.
THE HEADINGS CONTAINED IN THIS AGREEMENT ARE FOR
CONVENIENCE OF REFERENCE ONLY, ARE NOT TO BE CONSIDERED A PART HEREOF AND SHALL
NOT LIMIT OR OTHERWISE AFFECT IN ANY WAY THE MEANING OR INTERPRETATION OF THIS
AGREEMENT.
5.6
NOTICES.
ANY NOTICE OR COMMUNICATION HEREUNDER MUST BE IN WRITING
AND WILL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN (A) DELIVERED BY HAND (WITH
WRITTEN CONFIRMATION OF RECEIPT), (B) SENT BY TELECOPIER (WITH WRITTEN
CONFIRMATION OF RECEIPT), PROVIDED THAT A COPY IS MAILED BY REGISTERED MAIL,
RETURN RECEIPT REQUESTED, OR (C) RECEIVED BY THE ADDRESSEE, IF SENT BY UNITED
STATES MAIL OR BY A NATIONALLY RECOGNIZED OVERNIGHT DELIVERY SERVICE (RECEIPT
REQUESTED), IN EACH CASE TO THE APPROPRIATE ADDRESSES AND TELECOPIER NUMBERS SET
FORTH IN SECTION 15.2 OF THE AMENDED OPERATING AGREEMENT.
NOTICES OR OTHER
COMMUNICATIONS GIVEN TO ONE PARTY HEREUNDER SHALL BE SIMULTANEOUSLY GIVEN TO ALL
OTHER PARTIES HEREUNDER.
5.7
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT OR THE
APPLICATION OF ANY SUCH PROVISIONS TO ANY PERSON OR CIRCUMSTANCE SHALL BE HELD
INVALID, ILLEGAL, OR UNENFORCEABLE IN ANY RESPECT BY