STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT dated as of July 1, 1996 among Tribune
Company, a Delaware corporation ("Parent"), Tower Acquisition Company, Inc., a
Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), and
Warburg, Pincus Capital Company, L.P., a Delaware limited partnership (the
"Stockholder").
WHEREAS Parent, Sub and Renaissance Communications Corp., a
Delaware corporation (the "Company"), propose to enter into an Agreement and
Plan of Merger of even date herewith (as the same may be amended or
supplemented, the "Merger Agreement") providing for the merger of Sub with and
into the Company (the "Merger");
WHEREAS, concurrently with the execution of this
Agreement, Parent is entering into a substantially identical agreement with
Mr. Michael Finkelstein;
WHEREAS, the Stockholder owns in the aggregate 17,223,412
shares of Common Stock, par value $0.01 per share, of the Company (the "Company
Common Stock"); such shares of Company Common Stock, as such shares may be
adjusted by any stock dividend, stock split, recapitalization, combination or
exchange of shares, merger, consolidation, reorganization or other change or
transaction of or by the Company (each, an "Adjustment Event"), being referred
to herein as the "Subject Shares"; and
WHEREAS, as a condition to their willingness to enter into the
Merger Agreement, Parent and Sub have requested that the Stockholder enter into
this Agreement;
NOW, THEREFORE, to induce Parent and Sub to enter into, and in
consideration of their entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties and agreements contained
herein, the parties agree as follows:
1. Representations and Warranties of the Stockholder.
The Stockholder hereby represents and warrants to Parent as follows:
(a) Authority. The Stockholder has all requisite power and
authority to enter into this Agreement and to
consummate the transactions contemplated hereby. This Agreement has
been duly authorized, executed and delivered by the Stockholder and
constitutes a valid and binding obligation of the Stockholder
enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, moratorium or other similar laws relating to
creditors' rights generally and to general principles of equity. The
execution and delivery of this Agreement does not, and the consummation
of the transactions contemplated hereby and compliance with the terms
hereof will not, conflict with, or result in any violation of, or
default (with or without notice or lapse of time or both) under any
provision of, any trust agreement, loan or credit agreement, note,
bond, mortgage, indenture, lease or other agreement, instrument,
permit, concession, franchise, license, judgment, order, notice,
decree, statute, law, ordinance, rule or regulation applicable to the
Stockholder or to the Stockholder's property or assets, the effect of
which would be material and adverse to the ability of the Stockholder
to perform its obligations under this Agreement. No consent, approval,
order or authorization of, or registration, declaration or filing with,
any court, administrative agency or commission or other governmental
authority or instrumentality, domestic, foreign or supranational, is
required by or with respect to the Stockholder in connection with the
execution and delivery of this Agreement or the ability of Stockholder
to perform its obligations contemplated hereby.
(b) The Subject Shares. The Stockholder has good and
marketable title to the Subject Shares, free and clear of any claims,
liens, encumbrances and security interests whatsoever. The Stockholder
owns no shares of Company Common Stock other than the Subject Shares.
2. Representations and Warranties of Parent and Sub.
Parent and Sub hereby represent and warrant to the Stockholder that each of
Parent and Sub has all requisite corporate power and authority to enter into
this Agreement and to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement by Parent and Sub, and the consummation
of the transactions contemplated hereby, have been duly authorized by all
necessary corporate action on the part of Parent and Sub. This Agreement has
been duly executed and delivered by Parent and
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Sub and constitutes a valid and binding obligation of Parent and Sub enforceable
in accordance with its terms.
3. Covenants of the Stockholder.
(a) At any meeting of stockholders of the Company called to
vote upon the Merger and the Merger Agreement or at any adjournment
thereof or in any other circumstances upon which a vote, consent or
other approval with respect to the Merger and the Merger Agreement is
sought, the Stockholder shall vote (or cause to be voted) the Subject
Shares, and any other voting securities of the Company, owned by
Stockholder whether issued heretofore or hereafter, that such person
owns or has the right to vote, in favor of the Merger, the adoption by
the Company of the Merger Agreement and the approval of the terms
thereof and each of the other transactions contemplated by the Merger
Agreement, provided that the terms of the Merger Agreement shall not
have been amended to adversely affect the Stockholder.
(b) At any meeting of stockholders of the Company or at any
adjournment thereof or in any other circumstances upon which the
Stockholder's vote, consent or other approval is sought, the
Stockholder shall vote (or cause to be voted) the Subject Shares, and
any other voting securities of the Company, owned by Stockholder
whether issued heretofore or hereafter, that such person owns or has
the rights to vote, against (i) any merger agreement or merger (other
than the Merger Agreement and the Merger), consolidation, combination,
sale of substantial assets, reorganization, recapitalization,
dissolution, liquidation or winding up of or by the Company or any
other Takeover Proposal, or (ii) any amendment of the Company's
certificate of incorporation or by-laws or other proposal or
transaction involving the Company or any of its subsidiaries, which
amendment or other proposal or transaction would in any manner impede,
frustrate, prevent or nullify the Merger, the Merger Agreement or any
of the other transactions contemplated by the Merger Agreement or which
could result in any of the conditions to the Company's obligations
under the Merger Agreement not being fulfilled.
(c) The Stockholder agrees not to (i) sell, transfer,
pledge, assign or otherwise dispose of, or enter into any
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contract, option or other arrangement (including any profit sharing
arrangement) with respect to the sale, transfer, pledge, assignment or
other disposition of, the Subject Shares to any person other than Sub
or Sub's designee or (ii) enter into any voting arrangement, whether by
proxy, voting arrangement, voting agreement or otherwise, in
connection, directly or indirectly, with any Takeover Proposal.
(d) Until the Merger Agreement is terminated and subject to
Section 8 hereof, the Stockholder shall not, and shall use its best
efforts to cause any investment banker, attorney or other adviser or
representative of the Stockholder not to, (i) directly or indirectly
solicit, initiate or knowingly encourage the submission of, any
Takeover Proposal or (ii) directly or indirectly participate in any
discussions or negotiations regarding, or furnish to any person any
information with respect to, or knowingly take any other action to
facilitate any inquiries or the making of any proposal that
constitutes, or would reasonably be expected to lead to, any Takeover
Proposal.
(e) In the event Parent elects to exercise its rights under
Article IX of the Merger Agreement to commence a cash tender offer (the
"Tender Offer") for the Company Common Stock, Stockholder shall tender
all of the Subject Shares in the Tender Offer and shall not withdraw
any of the Subject Shares tendered pursuant to the Tender Offer.
4. Further Assurances. The Stockholder will, from time to
time, execute and deliver, or cause to be executed and delivered, such
additional or further transfers, assignments, endorsements, consents and other
instruments as Parent or Sub may reasonably request for the purpose of
effectively carrying out the transactions contemplated by this Agreement.
5. Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
without the prior written consent of the other parties, except that Sub may
assign, in its sole discretion, any or all of its rights, interests and
obligations hereunder to Parent or to any direct or indirect wholly owned
subsidiary of Parent. Subject to the preceding sentence, this Agreement will
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be binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns.
6. Termination. This Agreement shall terminate upon the
earliest of (i) the close of business on the first anniversary of the date
hereof, (ii) the Effective Time (as defined in the Merger Agreement), (iii) the
termination of the Merger Agreement in accordance with its terms (other than
pursuant to Section 8.01(e) and (f) thereof) and (iv) the receipt by Parent of
the Termination Fee pursuant to Section 6.05(b) of the Merger Agreement.
7. General Provisions.
(a) Specific Performance. The parties hereto acknowledge that
damages would be an inadequate remedy for any breach of the provisions
of this Agreement and agree that the obligations of the parties
hereunder shall be specifically enforceable.
(b) Expenses. All costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such expense.
(c) Amendments. This Agreement may not be amended except by
an instrument in writing signed by each of the parties hereto.
(d) Notice. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally
or sent by overnight courier (providing proof of delivery) to the
parties at the following addresses (or at such other address for a
party as shall be specified by like notice):
(i) if to Parent, to:
Tribune Company
435 N. Michigan Avenue
Chicago, Illinois 60611
Facsimile: (312) 222-3203
Attention: Dennis J. FitzSimons
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with a copy to:
Tribune Company
435 N. Michigan Avenue
Chicago, Illinois 60611
Facsimile: (312) 222-4206
Attention: Crane H. Kenney
and
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Facsimile: (312) 853-7036
Attention: Thomas A. Cole, Esq. and
Larry A. Barden, Esq.; and
(ii) if to the Stockholder, to
Warburg, Pincus Capital Company, L.P.
466 Lexington Avenue
New York, New York 10017
Attention: Sidney Lapidus
with a copy to:
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
Facsimile: (212) 821-8111
Attention: Steven A. Seidman, Esq.
(e) Interpretation. When a reference is made in this Agreement
to Sections, such reference shall be to a Section to this Agreement
unless otherwise indicated. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Wherever the words
"include", "includes", or "including" are used in this Agreement, they
shall be deemed to be followed by the words "without limitation".
Capitalized terms used herein but not otherwise defined herein shall
have the meanings set forth in the Merger Agreement.
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(f) Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more of the
counterparts have been signed by each of the parties and delivered to
the other party, it being understood that each party need not sign the
same counterpart.
(g) Entire Agreement; No Third-Party Beneficiaries. This
Agreement (including the documents and instruments referred to herein)
(i) constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof and (ii) is not intended to
confer upon any person other than the parties hereto any rights or
remedies hereunder.
(h) Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Delaware.
8. Stockholder Capacity. The Stockholder signs solely in its
capacity as the record holder and beneficial owner of the Subject Shares and
nothing herein shall limit or affect any actions taken by any officer, director,
partner, employee or affiliate of the Stockholder in his or her capacity as an
officer or director of the Company to the extent specifically permitted by the
Merger Agreement.
9. Enforcement. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the United States
located in the State of Delaware or in a Delaware state court, this being in
addition to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (i) consents to submit such party to the
personal jurisdiction of any Federal court located in the State of Delaware or
any Delaware state court in the event any dispute arises out of this Agreement
or any of the transactions contemplated hereby, (ii) agrees that such party
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will not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (iii) agrees that such party will not
bring any action relating to this Agreement or any of the transactions
contemplated hereby in any court other than a Federal court sitting in the State
of Delaware or a Delaware state court and (iv) waives any right to trial by jury
with respect to any claim or proceeding related to or arising out of this
Agreement or any of the transactions contemplated hereby.
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IN WITNESS WHEREOF, Parent and Sub have caused this Agreement
to be signed by their respective officers thereunto duly authorized and the
Stockholder has caused this Agreement to be signed by its general partner, all
as of the date first written above.
TRIBUNE COMPANY
By: /s/ Donald C. Grenesko
------------------------
Name: Donald C. Grenesko
Title: Sr. Vice President and
Chief Financial Officer
TOWER ACQUISITION COMPANY, INC.
By: /s/ Dennis J. FitzSimons
--------------------------
Name: Dennis J. FitzSimons
Title: President
WARBURG, PINCUS CAPITAL COMPANY,
L.P.
By: Warburg, Pincus & Co.,
General Partner
By: /s/ Sidney Lapidus
--------------------
Name: Sidney Lapidus
Title: Partner
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STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT dated as of July 1, 1996 among Tribune
Company, a Delaware corporation ("Parent"), Tower Acquisition Company, Inc., a
Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), and
Michael Finkelstein (the "Stockholder").
WHEREAS Parent, Sub and Renaissance Communications Corp., a
Delaware corporation (the "Company"), propose to enter into an Agreement and
Plan of Merger of even date herewith (as the same may be amended or
supplemented, the "Merger Agreement") providing for the merger of Sub with and
into the Company (the "Merger");
WHEREAS, concurrently with the execution of this Agreement,
Parent is entering into a substantially identical agreement with Warburg, Pincus
Capital Company, L.P. (the "Warburg Agreement");
WHEREAS, the Stockholder owns in the aggregate 602,067 shares
of Common Stock, par value $0.01 per share, of the Company (the "Company Common
Stock"); such shares of Company Common Stock, as such shares may be adjusted by
any stock dividend, stock split, recapitalization, combination or exchange of
shares, merger, consolidation, reorganization or other change or transaction of
or by the Company (each, an "Adjustment Event"), being referred to herein as the
"Subject Shares"; and
WHEREAS, as a condition to their willingness to enter into the
Merger Agreement, Parent and Sub have requested that the Stockholder enter into
this Agreement;
NOW, THEREFORE, to induce Parent and Sub to enter into, and in
consideration of their entering into, the Merger Agreement, and in consideration
of the premises and the representations, warranties and agreements contained
herein, the parties agree as follows:
1. Representations and Warranties of the Stockholder. The
Stockholder hereby represents and warrants to Parent as follows:
(a) Authority. The Stockholder has all requisite
power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. This Agreement has
been duly authorized, executed and delivered by the Stockholder and
constitutes a valid and binding obligation of the Stockholder
enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, moratorium or other similar laws relating to
creditors' rights generally and to general principles of equity. The
execution and delivery of this Agreement does not, and the consummation
of the transactions contemplated hereby and compliance with the terms
hereof will not, conflict with, or result in any violation of, or
default (with or without notice or lapse of time or both) under any
provision of, any trust agreement, loan or credit agreement, note,
bond, mortgage, indenture, lease or other agreement, instrument,
permit, concession, franchise, license, judgment, order, notice,
decree, statute, law, ordinance, rule or regulation applicable to the
Stockholder or to the Stockholder's property or assets, the effect of
which would be material and adverse to the ability of the Stockholder
to perform its obligations under this Agreement. No consent, approval,
order or authorization of, or registration, declaration or filing with,
any court, administrative agency or commission or other governmental
authority or instrumentality, domestic, foreign or supranational, is
required by or with respect to the Stockholder in connection with the
execution and delivery of this Agreement or the ability of the
Stockholder to perform his obligations contemplated hereby.
(b) The Subject Shares. The Stockholder has good and
marketable title to the Subject Shares, free and clear of any claims,
liens, encumbrances and security interests whatsoever; provided,
however, that the Subject Shares are subject to (i) Rule 144 under the
Securities Act of 1933, as amended, (ii) that certain Stock Purchase
Agreement dated as of October 28, 1989 among the Company, the
Stockholder and Warburg Pincus Capital Company, L.P., as amended, and
(iii) existing margin arrangements entered into by the Stockholder with
Goldman, Sachs & Co. As of the date hereof, the Stockholder owns no
shares of Company Common Stock other than the Subject Shares and
certain Company Stock Options and Management Warrants.
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2. Representations and Warranties of Parent and Sub. Parent
and Sub hereby represent and warrant to the Stockholder that each of Parent and
Sub has all requisite corporate power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement by Parent and Sub, and the consummation of the
transactions contemplated hereby, have been duly authorized by all necessary
corporate action on the part of Parent and Sub. This Agreement has been duly
executed and delivered by Parent and Sub and constitutes a valid and binding
obligation of Parent and Sub enforceable in accordance with its terms.
3. Covenants of the Stockholder.
(a) At any meeting of stockholders of the Company called to
vote upon the Merger and the Merger Agreement or at any adjournment
thereof or in any other circumstances upon which a vote, consent or
other approval with respect to the Merger and the Merger Agreement is
sought, the Stockholder shall vote (or cause to be voted) the Subject
Shares, and any other voting securities of the Company, owned by
Stockholder whether issued heretofore or hereafter, that such person
owns or has the right to vote, in favor of the Merger, the adoption by
the Company of the Merger Agreement and the approval of the terms
thereof and each of the other transactions contemplated by the Merger
Agreement, provided that the terms of the Merger Agreement shall not
have been amended to adversely affect the Stockholder.
(b) At any meeting of stockholders of the Company or at any
adjournment thereof or in any other circumstances upon which the
Stockholder's vote, consent or other approval is sought, the
Stockholder shall vote (or cause to be voted) the Subject Shares, and
any other voting securities of the Company, owned by Stockholder
whether issued heretofore or hereafter, that such person owns or has
the rights to vote, against (i) any merger agreement or merger (other
than the Merger Agreement and the Merger), consolidation, combination,
sale of substantial assets, reorganization, recapitalization,
dissolution, liquidation or winding up of or by the Company or any
other Takeover Proposal, or (ii) any amendment of the Company's
certificate of incorporation or by-laws or other proposal or
transaction involving the
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Company or any of its subsidiaries, which amendment or other proposal
or transaction would in any manner impede, frustrate, prevent or
nullify the Merger, the Merger Agreement or any of the other
transactions contemplated by the Merger Agreement or which could result
in any of the conditions to the Company's obligations under the Merger
Agreement not being fulfilled.
(c) The Stockholder agrees not to (i) sell, transfer, pledge,
assign or otherwise dispose of, or enter into any contract, option or
other arrangement (including any profit sharing arrangement) with
respect to the sale, transfer, pledge, assignment or other disposition
of, the Subject Shares to any person other than Sub or Sub's designee
or (ii) enter into any voting arrangement, whether by proxy, voting
arrangement, voting agreement or otherwise, in connection, directly or
indirectly, with any Takeover Proposal; provided, however, that nothing
contained in clause (i) above shall affect the Stockholder's
obligations under his currently existing margin arrangements with
Goldman, Sachs & Co.
(d) Until the Merger Agreement is terminated and subject to
Section 8 hereof, the Stockholder shall not, and shall use its best
efforts to cause any investment banker, attorney or other adviser or
representative of the Stockholder not to, (i) directly or indirectly
solicit, initiate or knowingly encourage the submission of, any
Takeover Proposal or (ii) directly or indirectly participate in any
discussions or negotiations regarding, or furnish to any person any
information with respect to, or knowingly take any other action to
facilitate any inquiries or the making of any proposal that
constitutes, or would reasonably be expected to lead to, any Takeover
Proposal.
(e) In the event Parent elects to exercise its rights under
Article IX of the Merger Agreement to commence a cash tender offer (the
"Tender Offer") for the Company Common Stock, Stockholder shall tender
all of the Subject Shares in the Tender Offer and shall not withdraw
any of the Subject Shares tendered pursuant to the Tender Offer.
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(f) The Stockholder agrees, as to each Company Stock Option
and Management Warrant held by him, to the treatment thereof contemplated by
Section 6.04 of the Merger Agreement. The Stockholder further agrees to pay, or
cause payment of, (i) the Promissory Note dated June 24, 1996 in the principal
amount of $3,062,218.75, issued by himself and (ii) promissory notes issued by
his children (or trusts for their benefit), in the aggregate principal amount of
$2,000,000, such payments to be made at the Effective Time. In the event such
Notes are not paid, then the Stockholder agrees that the Company may (A) direct
the Paying Agent to pay an amount equal to principal of and accrued but unpaid
interest thereon to the Company from the Merger Consideration which would be
payable in respect of the Subject Shares or (B) deduct such amount from the
payment which would otherwise be made under Section 6.04 of the Merger
Agreement.
4. Further Assurances. The Stockholder will, from time to
time, execute and deliver, or cause to be executed and delivered, such
additional or further transfers, assignments, endorsements, consents and other
instruments as Parent or Sub may reasonably request for the purpose of
effectively carrying out the transactions contemplated by this Agreement.
5. Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
without the prior written consent of the other parties, except that Sub may
assign, in its sole discretion, any or all of its rights, interests and
obligations hereunder to Parent or to any direct or indirect wholly owned
subsidiary of Parent. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors and assigns.
6. Termination. This Agreement shall terminate upon the
earliest of (i) the close of business on the first anniversary of the date
hereof, (ii) the Effective Time (as defined in the Merger Agreement), (iii) the
termination of the Merger Agreement in accordance with its terms (other than
pursuant to Section 8.01(e) and (f) thereof), (iv) the receipt by Parent of the
Termination Fee pursuant to Section 6.05(b) of the Merger Agreement and (v) the
termination of the Warburg Agreement in accordance with it terms. In the event
that the Warburg
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Agreement is amended, modified or waived, Parent and Sub shall notify the
Stockholder promptly and, at the Stockholder's option, this Agreement shall be
so amended, modified or waived.
7. General Provisions.
(a) Specific Performance. The parties hereto acknowledge that
damages would be an inadequate remedy for any breach of the provisions
of this Agreement and agree that the obligations of the parties
hereunder shall be specifically enforceable.
(b) Expenses. All costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such expense.
(c) Amendments. Subject to Section 6 hereof, this Agreement
may not be amended except by an instrument in writing signed by each of
the parties hereto.
(d) Notice. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally
or sent by overnight courier (providing proof of delivery) to the
parties at the following addresses (or at such other address for a
party as shall be specified by like notice):
(i) if to Parent, to:
Tribune Company
435 N. Michigan Avenue
Chicago, Illinois 60611
Facsimile: (312) 222-3203
Attention: Dennis J. FitzSimons
with a copy to:
Tribune Company
435 N. Michigan Avenue
Chicago, Illinois 60611
Facsimile: (312) 222-4206
Attention: Crane H. Kenney
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and
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Attention: Thomas A. Cole, Esq. and
Larry A. Barden, Esq.; and
(ii) if to the Stockholder, to
Michael Finkelstein
c/o Renaissance Communications Corp.
One Fawcett Place - Suite 120
Greenwich, Connecticut 06830
with a copy to:
Nixon, Hargrave, Devans & Doyle
437 Madison Avenue
New York, New York 10022
Attention: Lauren E. Wiesenberg, Esq.
(e) Interpretation. When a reference is made in this Agreement
to Sections, such reference shall be to a Section to this Agreement
unless otherwise indicated. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Wherever the words
"include", "includes", or "including" are used in this Agreement, they
shall be deemed to be followed by the words "without limitation".
Capitalized terms used herein but not otherwise defined herein shall
have the meanings set forth in the Merger Agreement.
(f) Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same
agreement, and shall become effective when one or more of the
counterparts have been signed by each of the parties and delivered to
the other party, it being understood that each party need not sign the
same counterpart.
(g) Entire Agreement; No Third-Party Beneficiaries.
This Agreement (including the documents and instruments
-7-
referred to herein) (i) constitutes the entire agreement and supersedes
all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof and (ii) is not
intended to confer upon any person other than the parties hereto any
rights or remedies hereunder.
(h) Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Delaware.
8. Stockholder Capacity. The Stockholder signs solely in its
capacity as the record holder and beneficial owner of the Subject Shares and
nothing herein shall limit or affect any actions taken by the Stockholder in his
capacity as an officer or director of the Company to the extent specifically
permitted by the Merger Agreement.
9. Enforcement. The parties agree that irreparable damage
would occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the United States
located in the State of Delaware or in a Delaware state court, this being in
addition to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (i) consents to submit such party to the
personal jurisdiction of any Federal court located in the State of Delaware or
any Delaware state court in the event any dispute arises out of this Agreement
or any of the transactions contemplated hereby, (ii) agrees that such party will
not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (iii) agrees that such party will not
bring any action relating to this Agreement or any of the transactions
contemplated hereby in any court other than a Federal court sitting in the State
of Delaware or a Delaware state court and (iv) waives any right to trial by jury
with respect to any claim or proceeding related to or arising out of this
Agreement or any of the transactions contemplated hereby.
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IN WITNESS WHEREOF, Parent and Sub have caused this Agreement
to be signed by their respective officers thereunto duly authorized and the
Stockholder has signed this Agreement, all as of the date first written above.
TRIBUNE COMPANY
By: /s/ Donald C. Grenesko
------------------------
Name: Donald C. Grenesko
Title: Sr. Vice President and
Chief Financial Officer
TOWER ACQUISITION COMPANY, INC.
By: /s/ Dennis J. FitzSimons
--------------------------
Name: Dennis J. FitzSimons
Title: President
/s/ Michael Finkelstein
-----------------------
Michael Finkelstein
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