ContractTribune Co • April 5th, 2007 • Newspapers: publishing or publishing & printing • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF 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. THIS WARRANT IS 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.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 5th, 2007 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 1, 2007 (the “Agreement”), among 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 all of the common stock of which is owned by the ESOP (“Merger Sub”), Tribune Company, a Delaware corporation (the “Company”), and EGI-TRB, L.L.C., a Delaware limited liability company (“Tribune Acquisition”) (solely for the limited purposes of Section 8.12 hereof).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2007 • Tribune Co • Newspapers: publishing or publishing & printing • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2007 between Tribune Company, a Delaware corporation (the “Company”), EGI-TRB, L.L.C., a Delaware limited liability company (“EGI-TRB”), and 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,” and together with EGI-TRB, the “Initial Stockholders” and each, an “Initial Stockholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2007 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2007 between Chandler Trust No. 1 (“Trust 1”), Chandler Trust No. 2 (“Trust 2” and collectively with Trust 1, the “Chandler Trusts” and together with any Permitted Transferee, the “Stockholders”), and Tribune Company, a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • April 5th, 2007 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into this 1st day of April, 2007 by and between Tribune Company, a Delaware corporation (the “Company”), and each of Chandler Trust No. 1 and Chandler Trust No. 2 (Chandler Trust No. 1 and Chandler Trust No. 2 collectively being the “Shareholders”).
INVESTOR RIGHTS AGREEMENT by and among TRIBUNE COMPANY, EGI-TRB, L.L.C. and GREATBANC TRUST COMPANY, solely as trustee of the TRIBUNE EMPLOYEE STOCK OWNERSHIP TRUST which forms a part of the TRIBUNE EMPLOYEE STOCK OWNERSHIP PLAN Dated as of April 1, 2007Investor Rights Agreement • April 5th, 2007 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
This INVESTOR RIGHTS AGREEMENT (this “Agreement”) is entered this 1st day of April, 2007, by and among Tribune Company, a Delaware corporation (the “Company”), EGI-TRB, L.L.C., a Delaware limited liability company (“EGI-TRB”), and 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” and together with EGI-TRB, the “Initial Shareholders”).
SECURITIES PURCHASE AGREEMENT by and among TRIBUNE COMPANY, EGI-TRB, L.L.C. and SAMUEL ZELL Dated as of April 1, 2007Securities Purchase Agreement • April 5th, 2007 • Tribune Co • Newspapers: publishing or publishing & printing • Delaware
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”).
