OFFER, SALE AND ISSUANCE OF THIS
WARRANT AND THE ISSUANCE OF SHARES UPON EXERCISE OF THIS WARRANT, ARE AND WILL
BE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF ANY APPLICABLE STATE AND FEDERAL
SECURITIES LAWS, AND NEITHER THE COMPANY NOR ANY AUTHORIZED AGENT ACTING ON ITS
BEHALF WILL TAKE ANY ACTION HEREAFTER THAT WOULD CAUSE THE LOSS OF SUCH
EXEMPTION.
7.
REPRESENTATIONS AND WARRANTIES OF THE HOLDER.
IN CONNECTION WITH
THE TRANSACTIONS PROVIDED FOR HEREIN, THE HOLDER HEREBY REPRESENTS AND WARRANTS
TO THE COMPANY THAT:
(A)
AUTHORIZATION.
THE HOLDER HAS FULL POWER AND AUTHORITY TO ENTER
INTO THIS WARRANT, AND THIS WARRANT CONSTITUTES ITS VALID AND LEGALLY BINDING
OBLIGATION, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS EXCEPT (I) AS LIMITED BY
APPLICABLE BANKRUPTCY,
6
INSOLVENCY, REORGANIZATION, MORATORIUM, AND OTHER LAWS OF GENERAL APPLICATION
AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND (II) AS LIMITED BY LAWS
RELATING TO THE AVAILABILITY OF SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER
EQUITABLE REMEDIES.
(B)
ACCREDITED INVESTOR.
THE HOLDER IS AN "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501 OF REGULATION D, AS PRESENTLY IN EFFECT, AS
PROMULGATED BY THE SEC.
(C)
RESTRICTED SECURITIES.
THE HOLDER UNDERSTANDS THAT THE SECURITIES
ARE CHARACTERIZED AS "RESTRICTED SECURITIES" UNDER THE FEDERAL SECURITIES LAWS
INASMUCH AS THEY ARE BEING ACQUIRED FROM THE COMPANY IN A TRANSACTION NOT
INVOLVING A PUBLIC OFFERING AND THAT UNDER SUCH LAWS AND APPLICABLE REGULATIONS
SUCH SECURITIES MAY BE RESOLD WITHOUT REGISTRATION ONLY IN CERTAIN LIMITED
CIRCUMSTANCES.
IN THIS CONNECTION, THE HOLDER REPRESENTS THAT IT IS FAMILIAR
WITH RULE 144, AS PRESENTLY IN EFFECT, AS PROMULGATED BY THE SEC ("RULE 144"),
AND UNDERSTANDS THE RESALE LIMITATIONS IMPOSED THEREBY AND BY THE ACT.
(D)
LEGENDS.
IT IS UNDERSTOOD THAT THE SHARES MAY BEAR THE FOLLOWING
LEGEND:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR
UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
THESE SECURITIES ARE SUBJECT
TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT AMONG THE COMPANY, EGI-TRB, L.L.C.
AND GREATBANC TRUST COMPANY, SOLELY AS TRUSTEE OF THE TRIBUNE EMPLOYEE STOCK
OWNERSHIP TRUST WHICH FORMS PART OF THE TRIBUNE EMPLOYEE STOCK OWNERSHIP PLAN."
8.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.
THE NUMBER
AND KIND OF SHARES PURCHASABLE UPON EXERCISE OF THIS WARRANT AND THE EXERCISE
PRICE SHALL BE SUBJECT TO ADJUSTMENT FROM TIME TO TIME AS FOLLOWS:
(A)
SUBDIVISIONS, COMBINATIONS AND OTHER ISSUANCES.
IF THE COMPANY
SHALL AT ANY TIME AFTER THE ISSUANCE BUT PRIOR TO THE EXPIRATION OF THIS WARRANT
SUBDIVIDE ITS COMMON STOCK, BY SPLIT-UP OR OTHERWISE, OR COMBINE ITS COMMON
STOCK, OR ISSUE ADDITIONAL SHARES OF ITS COMMON STOCK AS A DIVIDEND OR
DISTRIBUTION WITH RESPECT TO ANY SHARES OF ITS COMMON STOCK, THE NUMBER OF
SHARES ISSUABLE ON THE