1 AND EAGLE 2 FREE AND
CLEAR OF ANY LIEN (STATUTORY OR OTHER), CLAIM, CHARGE, SECURITY INTEREST,
PLEDGE, HYPOTHECATION, ASSIGNMENT, CONDITIONAL SALE OR OTHER TITLE RETENTION
AGREEMENT, PREFERENCE, PRIORITY OR OTHER SECURITY AGREEMENT OR PREFERENTIAL
ARRANGEMENT OF ANY KIND OR NATURE.
CONCURRENTLY WITH THE DISTRIBUTIONS, THE
MEMBERS WILL ENTER INTO A SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT FOR THE COMPANY IN THE FORM ATTACHED HERETO AS EXHIBIT A (THE "AMENDED
OPERATING AGREEMENT").
EACH OF THE MEMBERS ACKNOWLEDGES AND AGREES THAT THE
SOLE INTEREST OF SUCH MEMBER IN THE COMPANY FOLLOWING THE CLOSING DATE SHALL BE
THE INTEREST OF SUCH MEMBER AS PROVIDED IN, AND GOVERNED BY, THE TERMS OF THE
AMENDED OPERATING AGREEMENT.
1.2
CONSENT TO TRANSACTIONS.
FOR ALL PURPOSES OF THE OPERATING
AGREEMENT, INCLUDING, WITHOUT LIMITATION, SECTION 6.5 OF THE OPERATING
AGREEMENT, EACH OF THE MEMBERS HEREBY AGREES AND CONSENTS TO THE TRANSACTIONS
DESCRIBED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE DISTRIBUTIONS.
EACH OF THE MEMBERS FURTHER AGREES TO EXECUTE AND DELIVER THE AMENDED OPERATING
AGREEMENT IN ORDER TO CARRY OUT THE PURPOSE AND INTENT OF THIS AGREEMENT.
EACH
OF THE MEMBERS (OTHER THAN TRIBUNE, EAGLE 1 AND EAGLE 2) ACKNOWLEDGES THAT THE
DISTRIBUTIONS PROVIDED FOR IN THIS AGREEMENT ARE BEING MADE SOLELY TO TRIBUNE,
EAGLE 1 AND EAGLE 2 AND HEREBY WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE A
CONCURRENT DISTRIBUTION IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE IX OF THE
OPERATING AGREEMENT DUE TO OR ON ACCOUNT OF THE DISTRIBUTIONS.
1.3
CONTINUATION OF COMPANY.
EACH OF THE MEMBERS HEREBY AGREES THAT AT
ALL TIMES RELEVANT HERETO THE COMPANY SHALL CONTINUE AND SHALL NOT BE DISSOLVED
OR DEEMED DISSOLVED OR TERMINATED DUE TO OR ON ACCOUNT OF THE DISTRIBUTIONS OR
ANY OF THE TRANSACTIONS HEREIN OR ANY OTHER REASON.
EACH OF THE MEMBERS AGREES
THAT IT WILL NOT CLAIM OR ASSERT IN ANY FORUM A POSITION WHICH IS CONTRARY TO
THE PURPOSE AND INTENT OF THIS SECTION 1.3.
ARTICLE II
CLOSING
2.1
CLOSING DATE AND LOCATION.
SUBJECT TO THE PROVISIONS OF THIS
AGREEMENT, THE CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREBY (THE "CLOSING")
SHALL BE HELD ON SEPTEMBER 22, 2006 OR AT SUCH OTHER TIME ON OR BEFORE SEPTEMBER
22, 2006 AS MAY BE MUTUALLY AGREED UPON IN WRITING BY THE PARTIES.
THE DATE OF
THE CLOSING IS SOMETIMES REFERRED TO HEREIN AS THE "CLOSING DATE."
THE CLOSING
SHALL TAKE PLACE AT THE OFFICES OF GIBSON, DUNN & CRUTCHER LLP, 333 SOUTH GRAND
AVENUE, LOS ANGELES, CALIFORNIA 90071.
2.2
DELIVERIES BY THE TRIBUNE MEMBERS.
IN ADDITION TO, AND WITHOUT
LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, THE TRIBUNE MEMBERS AGREE TO
DELIVER OR CAUSE TO BE DELIVERED TO THE COMPANY AND THE TRUST MEMBERS AT OR
PRIOR TO THE CLOSING THE FOLLOWING:
(A)
AUTHORIZATIONS.
CERTIFIED RESOLUTIONS OF THE BOARD OF DIRECTORS
OR MANAGERS, AS APPLICABLE, OF EACH OF THE TRIBUNE MEMBERS AUTHORIZING THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREIN; AND
(B)
AMENDED OPERATING AGREEMENT.
A COPY OF THE AMENDED