Exhibit 10.2


 


Execution Copy


 


Dated July 1, 2008


 


	
  (1)

  	
  TRIBUNE RECEIVABLES, LLC,

  
	
   

  	
  as Borrower

  
	
   

  	
   

  
	
  (2)

  	
  TRIBUNE COMPANY,

  
	
   

  	
  as Servicer

  
	
   

  	
   

  
	
  (3)

  	
  The persons from time to time party hereto as Conduit Lenders and
  Committed Lenders

  
	
   

  	
   

  
	
  (4)

  	
  BARCLAYS BANK PLC,

  
	
   

  	
  and the persons from time to time parties hereto as Funding Agents

  
	
   

  	
   

  
	
  (5)

  	
  BARCLAYS BANK PLC,

  
	
   

  	
  as Administrative Agent

  



 


RECEIVABLES LOAN AGREEMENT


 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.

  	
  DEFINITIONS

  	
  1

  
	
   

  	
  1.1

  	
  Certain Defined Terms

  	
  1

  
	
   

  	
  1.2

  	
  Other Terms

  	
  43

  
	
   

  	
  1.3

  	
  Computation of Time Periods

  	
  45

  
	
   

  	
  1.4

  	
  Addition of Class B

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  AMOUNTS AND TERMS OF THE LOANS

  	
  45

  
	
   

  	
  2.1

  	
  The Loans

  	
  45

  
	
   

  	
  2.2

  	
  Incremental Borrowing Procedures

  	
  47

  
	
   

  	
  2.3

  	
  Payments Generally

  	
  49

  
	
   

  	
  2.4

  	
  Interest and Fees

  	
  50

  
	
   

  	
  2.5

  	
  Payment and Prepayment of Loans

  	
  51

  
	
   

  	
  2.6

  	
  Application of Collections Prior to Facility
  Termination Date

  	
  53

  
	
   

  	
  2.7

  	
  Application of Collections after Facility
  Termination Date

  	
  56

  
	
   

  	
  2.8

  	
  Deemed Collections; Application of Payments

  	
  57

  
	
   

  	
  2.9

  	
  Payments and Computations, Etc.

  	
  58

  
	
   

  	
  2.10

  	
  Tranches

  	
  59

  
	
   

  	
  2.11

  	
  Breakage Costs

  	
  60

  
	
   

  	
  2.12

  	
  Illegality

  	
  60

  
	
   

  	
  2.13

  	
  Inability to Determine Eurodollar Rate

  	
  61

  
	
   

  	
  2.14

  	
  Indemnity for Reserves and Expenses

  	
  61

  
	
   

  	
  2.15

  	
  Indemnity for Taxes

  	
  63

  
	
   

  	
  2.16

  	
  Extension of Scheduled Commitment Facility
  Termination Date

  	
  65

  
	
   

  	
  2.17

  	
  Subordination

  	
  66

  
	
   

  	
  2.18

  	
  Cash Reserve Account

  	
  66

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  CONDITIONS OF INCREMENTAL
  BORROWING AND REPEAT ADVANCES

  	
  68

  
	
   

  	
  3.1

  	
  Conditions Precedent to Initial Incremental
  Borrowing

  	
  68

  
	
   

  	
  3.2

  	
  Conditions Precedent to All Incremental Borrowings

  	
  68

  
	
   

  	
  3.3

  	
  Conditions Precedent to All Repeat Advances

  	
  69

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  REPRESENTATIONS AND WARRANTIES

  	
  70

  



 


i

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Representations and Warranties of the Borrower

  	
  70

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  COVENANTS

  	
  75

  
	
   

  	
  5.1

  	
  Covenants of the Borrower

  	
  75

  
	
   

  	
  5.2

  	
  Inspections; Agreed Upon Procedures Audit

  	
  84

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  ADMINISTRATION AND COLLECTION OF
  RECEIVABLES

  	
  84

  
	
   

  	
  6.1

  	
  Designation of Servicer

  	
  84

  
	
   

  	
  6.2

  	
  Certain Rights of the Administrative Agent

  	
  85

  
	
   

  	
  6.3

  	
  Performance of Obligations

  	
  86

  
	
   

  	
  6.4

  	
  Backup Servicing Agreement

  	
  87

  
	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
  TRIGGER EVENTS AND TERMINATION
  EVENTS

  	
  87

  
	
   

  	
  7.1

  	
  Trigger Events

  	
  87

  
	
   

  	
  7.2

  	
  Facility Termination Events

  	
  90

  
	
   

  	
  7.3

  	
  Acceleration of Maturity

  	
  91

  
	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
  THE ADMINISTRATIVE AGENT

  	
  91

  
	
   

  	
  8.1

  	
  Authorization and Action

  	
  91

  
	
   

  	
  8.2

  	
  Liability of Agent

  	
  92

  
	
   

  	
  8.3

  	
  Barclays and Affiliates

  	
  93

  
	
   

  	
  8.4

  	
  Indemnification of Administrative Agent

  	
  93

  
	
   

  	
  8.5

  	
  Delegation of Duties

  	
  94

  
	
   

  	
  8.6

  	
  Action or Inaction by Administrative Agent

  	
  94

  
	
   

  	
  8.7

  	
  Notice of Facility Events; Action by Administrative
  Agent

  	
  94

  
	
   

  	
  8.8

  	
  Non-Reliance on Administrative Agent and Other
  Parties

  	
  95

  
	
   

  	
  8.9

  	
  Successor Administrative Agent

  	
  95

  
	
   

  	
  8.10

  	
  Consent to Agreed Upon Procedures

  	
  96

  
	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
  THE FUNDING AGENTS

  	
  96

  
	
   

  	
  9.1

  	
  Authorization and Action

  	
  96

  
	
   

  	
  9.2

  	
  Funding Agent’s Reliance, Etc.

  	
  96

  
	
   

  	
  9.3

  	
  Funding Agent and Affiliates

  	
  97

  
	
   

  	
  9.4

  	
  Indemnification of Funding Agents

  	
  97

  



 


ii

















 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.5

  	
  Delegation of Duties

  	
  97

  
	
   

  	
  9.6

  	
  Action or Inaction by Funding Agent

  	
  97

  
	
   

  	
  9.7

  	
  Notice of Events of Termination

  	
  98

  
	
   

  	
  9.8

  	
  Non-Reliance on Funding Agent and Other Parties

  	
  98

  
	
   

  	
  9.9

  	
  Successor Funding Agent

  	
  99

  
	
   

  	
  9.10

  	
  Reliance on Funding Agent

  	
  99

  
	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  INDEMNITIES

  	
  99

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
  MISCELLANEOUS

  	
  102

  
	
   

  	
  11.1

  	
  Amendments, Etc.

  	
  102

  
	
   

  	
  11.2

  	
  Notices, Etc.

  	
  103

  
	
   

  	
  11.3

  	
  Assignability

  	
  103

  
	
   

  	
  11.4

  	
  Costs and Expenses

  	
  108

  
	
   

  	
  11.5

  	
  No Proceedings; No Recourse

  	
  108

  
	
   

  	
  11.6

  	
  Confidentiality

  	
  109

  
	
   

  	
  11.7

  	
  Further Assurances

  	
  111

  
	
   

  	
  11.8

  	
  Execution in Counterparts

  	
  111

  
	
   

  	
  11.9

  	
  Integration; Binding Effect; Survival of
  Termination; Severability

  	
  111

  
	
   

  	
  11.10

  	
  GOVERNING LAW; SUBMISSION TO JURISDICTION;
  APPOINTMENT OF PROCESS AGENT

  	
  112

  
	
   

  	
  11.11

  	
  Right of Setoff

  	
  112

  
	
   

  	
  11.12

  	
  Ratable Payments

  	
  113

  
	
   

  	
  11.13

  	
  Limitation of Liability

  	
  113

  
	
   

  	
  11.14

  	
  Limitation on the Addition and Termination of
  Sub-Originators

  	
  114

  
	
   

  	
  11.15

  	
  WAIVER OF JURY TRIAL

  	
  116

  
	
   

  	
  11.16

  	
  USA Patriot Act

  	
  116

  
	
   

  	
  11.17

  	
  No Proceeding; Limited Recourse

  	
  116

  
	
   

  	
  11.18

  	
  Tax Treatment

  	
  117

  
	
   

  	
  11.19

  	
  Barclays Roles

  	
  117

  
	
   

  	
  11.20

  	
  Replacement of Lenders

  	
  117

  



 


iii

















 


Schedules


 


	
  1

  	
  Lender
  Groups

  
	
  2

  	
  Address and
  Notice Information

  
	
  3

  	
  Credit and
  Collection Policies

  
	
  4

  	
  Condition
  Precedent Documents

  
	
  5

  	
  Facility
  Accounts and Account Banks

  
	
  6

  	
  [Reserved]

  
	
  7

  	
  Certain
  Defined Terms

  
	
  8

  	
  Fiscal
  Months

  
	
  9

  	
  Transition
  Exceptions

  
	
  10

  	
  Broadcasting
  Originators

  
	
  11

  	
  Publishing
  Originators

  



 


	
  EXHIBIT A

  	
  Form of
  Assignment and Acceptance

  
	
  EXHIBIT B

  	
  Form of
  Incremental Borrowing Request

  
	
  EXHIBIT C

  	
  Form of
  Joinder Agreement

  
	
  EXHIBIT D

  	
  Form of
  Prepayment Notice

  
	
  EXHIBIT E

  	
  Form of
  Extension Request

  
	
  EXHIBIT F

  	
  Form of
  Note

  



 

















 


THIS AGREEMENT (this “Agreement”)
is dated July 1, 2008 and made among:


 


(1)           TRIBUNE RECEIVABLES, LLC, a limited liability company
organized under the laws of Delaware, as Borrower;


 


(2)           TRIBUNE COMPANY, a corporation incorporated under the laws
of Delaware, as Servicer;


 


(3)           the
Conduit Lenders from time to time parties hereto;


 


(4)           the
Committed Lenders from time to time parties hereto;


 


(5)           BARCLAYS BANK PLC, as a Funding Agent and such other Persons
as may from time to time become parties hereto in such capacity; and


 


(6)           BARCLAYS BANK PLC, as Administrative Agent.


 


BACKGROUND:


 


(A)          The
Borrower shall from time to time acquire Receivables and any Related Security
with respect thereto from the Originators pursuant to the Receivables Purchase
Agreement, provided that, in the case of Receivables and Related Security
originated by Sub-Originators, such Receivables and Related Security shall
first be sold by the Sub-Originators to Tribune and then sold or contributed by
Tribune to the Borrower.


 


(B)           The
Borrower shall pledge as security all of its right, title and interest in such
Receivables and Related Security, the Borrower Accounts and any other
Collateral to the Administrative Agent pursuant to the Security Documents.


 


(C)           To
fund its acquisitions under the Receivables Purchase Agreement, the Borrower
may from time to time request Loans from the Lenders on the terms and
conditions of this Agreement.


 


(D)          The
Committed Lenders shall, and the Non-Committed Conduit Lenders may, in their
sole discretion, make Loans so requested from time to time, and if a
Non-Committed Conduit Lender in any Lender Group elects not to make any such
Loan, the Backstop Lenders in such Lender Group have agreed that they shall
make such Loan, in each case subject to the terms and conditions of this
Agreement.


 


IT IS AGREED that:


 


1.             DEFINITIONS


 


1.1           Certain Defined Terms


 


As used in this Agreement, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):


 

















 


“Account Control Agreement” means a
control agreement in favor of the Administrative Agent with respect to a
Facility Account, which agreement is in form and substance reasonably
satisfactory to the Administrative Agent.


 


“Administrative Agent” means Barclays
Bank PLC, in its capacity as Administrative Agent for the Funding Agents,
Conduit Lenders and Committed Lenders, and any successor thereto in such
capacity appointed pursuant to Clause 8 (The Administrative Agent).


 


“Adverse Claim” means a lien, security
interest, mortgage, hypothecation, charge, floating charge or any promise or
irrevocable mandate or other encumbrance (including any lien by attachment,
retention of title and any form of extended retention of title), or other right
or claim under the laws of any jurisdiction in, of or on any asset or property
of a Person in favor of another Person (including any UCC financing statement
or any similar instrument of any jurisdiction filed against such Person, its
assets or properties).


 


“Advertising Agency” means a Person that
is in the business of procuring or preparing advertising materials, services or
rights, including media space and time, for other Persons that are not
affiliated with it.


 


“Advertising Agency Client” means a
Person that contracts with an Advertising Agency to procure or prepare
advertising materials, services or rights, including media space and time.


 


“Affiliate” means any Person directly or
indirectly controlling, controlled by, or under direct or indirect common
control with, another Person or any subsidiary of such other Person.  A Person shall be deemed to control another
Person if the controlling Person possesses, directly or indirectly, the power
to direct or cause the direction of the management or policies of the
controlled Person, whether through ownership of share capital, by contract or
otherwise.


 


“Agents” means, collectively, the
Administrative Agent and each Funding Agent.


 


“Aggregate Class A Commitment”
means, at any time, the sum of the Class A Commitments then in
effect.  The initial Aggregate Class A
Commitment as of the Closing Date shall be equal to $300,000,000.


 


“Aggregate Class B Commitment”
means, at any time, the sum of the Class B Commitments then in
effect.  The initial Aggregate Class B
Commitment as of the Closing Date shall be equal to zero, and as of the Class B
Addition Date shall be an amount specified in the joinder agreement by which
the Class B Lenders become party hereto.


 


“Aggregate Commitment” means, at any
time, the sum of the Commitments then in effect.  The initial Aggregate Commitment as of the
Closing Date shall be equal to $300,000,000.


 


2

















 


“Aggregate Principal Balance” means the
aggregate outstanding Principal Balance of the Loans (and all Tranches thereof)
hereunder.


 


“Agreement” has the meaning specified in
the preamble hereto.


 


“Alternate Rate” means for any Tranche
during any Tranche Period, an interest rate per annum equal to the sum of the
Applicable Margin plus the Eurodollar Rate for such Tranche Period; provided,
however, that in case of:


 


(a)           any
Tranche Period with respect to which the Eurodollar Rate is not available
pursuant to Clause 2.12 (Illegality) or
2.13 (Inability to Determine Eurodollar Rate);


 


(b)           any
Tranche Period as to which the applicable Funding Agent does not receive notice
by 2:00 p.m. (New York time) on the third Business Day preceding the first
day of such Tranche Period; or


 


(c)           any
Tranche Period for a Tranche the Principal Balance of which is less than
$1,000,000 for any Lender Group,


 


the Alternate Rate for such Tranche Period shall be an interest rate
per annum equal to the sum of the Applicable Margin plus the Base Rate in
effect from time to time during such Tranche Period; provided  further
that the Alternate Rate shall be the Default Rate after the occurrence and
during the continuance of a Trigger Event or Facility Termination Event.


 


“Applicable Margin” has the meaning
specified in the Fee Letter.


 


“Approved Amendment” means an amendment
or other modification to the Senior Credit Agreement with respect to the
financial tests set forth in Clause 7.1(m) and Schedule 7, provided that
the Funding Agents have approved such amendment or waiver in writing; provided
further that the Funding Agents agree to approve such amendment or waiver if (i) such
amendment or modification becomes effective prior to the breach of such
financial tests, (ii) the Funding Agents shall have received all drafts of
such amendment or modification which have been delivered to all lenders under
the Senior Credit Agreement concurrently with delivery thereof to the lenders
under the Senior Credit Agreement, together with all other related information
delivered to such lenders in connection with such amendment or waiver; provided
that each Lender hereunder shall have been deemed to receive such information,
amendment or modification in its capacity as a Lender hereunder if it (or an
Affiliate thereof) received such information, amendment or modification in its
capacity as a lender under the Senior Credit Agreement, (iii) the
Committed Lenders hereunder shall have received the same compensation with
respect to such amendment or modification as each lender agreeing thereto under
the Senior Credit Agreement (adjusted as appropriate to reflect differences in
commitment amounts), (iv) such amendment or waiver has become effective
under the terms of the Senior Credit Agreement, and (v) no Facility Event
has occurred and is continuing; provided further that each Lender agrees to
notify the Borrower in the event it ceases to be a party to the Senior Credit
Agreement.


 


3

















 


“Asset Purchase Agreement” means, in the
case of any Lender Group, a secondary market agreement, asset purchase
agreement or other liquidity agreement entered into (directly or indirectly
through participation agreements) by the Committed Lenders in such Lender Group
or any of their respective Affiliates for the benefit of one or more Conduit
Lenders in such Lender Group, to the extent relating to the sale or transfer of
interests in, or other financing of, Loans.


 


“Assignment and Acceptance” means an
assignment and acceptance agreement entered into by a Committed Lender, an
Eligible Assignee and such Committed Lender’s Funding Agent, pursuant to which
such Eligible Assignee may become a party to this Agreement in substantially
the form of Exhibit A (Form of Assignment
and Acceptance).


 


“Attributable Debt” shall mean, when
used with respect to any Sale and Lease-Back Transaction, as at the time of
determination, the present value (discounted at a rate equivalent to Tribune’s
then-current weighted average cost of funds for borrowed money as at the time
of determination, compounded on a semi-annual basis) of the total obligations
of the lessee for rental payments during the remaining term of the lease
included in any such Sale and Lease-Back Transaction.


 


“Backstop Lender” means each Committed
Lender that is not a Conduit Lender.


 


“Barclays” means Barclays Bank PLC, in
its individual capacity.


 


“Base Rate” means, on any day of
determination, a rate per annum equal to the higher of (i) the prime rate
of interest announced by the Administrative Agent from time to time, changing
when and as said prime rate changes (such rate not necessarily being the lowest
or best rate charged by the Administrative Agent) and (ii) the sum of (a) 0.50%
plus (b) the rate equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published for such day (or, if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for such day for such transactions
received by the Administrative Agent from three (3) Federal funds brokers
of recognized standing selected by it.


 


“Base Rate Tranche” has the meaning
specified in Clause 2.12 (Illegality).


 


“Benchmark Year” means (i) the
period from the Closing Date to the first anniversary of the Closing Date, and (ii) each
subsequent one-year period, provided that the outstanding balance of Pool
Receivables and the Dilution Ratio-Broadcasting, Dilution Ratio-Publishing,
Default Ratio, Delinquency Ratio, DSO-Broadcasting and DSO-Publishing as of the
start of any Benchmark Year shall be deemed to be such balance or ratio as
shown in the Monthly Report delivered immediately prior to the beginning of
such Benchmark Year.


 


“Borrower” means Tribune Receivables,
LLC, a limited liability company organized under the laws of the State of
Delaware.


 


4

















 


“Borrower Account” means any Borrower
Concentration Account or any other bank or securities account maintained by the
Borrower (other than the Cash Reserve Account).


 


“Borrower Account Bank” means any bank
or other financial institution set forth on Schedule 5 (Facility
Accounts and Account Banks) under the heading “Borrower Account
Bank,” as such Schedule may be amended from time to time in accordance
herewith.


 


“Borrower Concentration Account” means
any account set forth on Schedule 5 (Facility Accounts and
Account Banks) under the heading “Borrower Concentration Account,”
as such Schedule may be amended from time to time in accordance herewith.


 


“Broadcast AR” means Receivables owed to
the Originators listed on Schedule 10 (Broadcasting Originators)
and any other Originator identified as an Originator of Broadcast AR in
connection with its addition to the Receivables Purchase Agreement pursuant to
Clause 11.14 (Limitation on the Addition and Termination
of Originators).


 


“Broadcast Rights Arrangement” means any
arrangement under any Contract for the Obligor to provide the applicable
Originator or Originators with programming for broadcast in exchange for
payment by an Originator.


 


“Business Day” means any day on which
banks are not authorized or required to close in New York, New York or Chicago,
Illinois and The Depository Trust Company of New York is open for business, and,
if the applicable Business Day relates to any computation or payment to be made
with respect to the Eurodollar Rate, any day on which dealings in dollar
deposits are carried on in the London interbank market.


 


“Calculation Period” means each period
from and including the first day of a Fiscal Month of Tribune to and including
the last day of such Fiscal Month (whether such month occurs before or after
the Closing Date).


 


“Capitalized Lease Obligation”  means, of any Person, the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases
on a balance sheet of such Person under GAAP and, for purposes hereof, the
amount of such obligations at any time shall be the capitalized amount thereof
at such time determined in accordance with GAAP.


 


“Cash Reserve Account” means the account
established by the Borrower pursuant to Clause 2.18 and subject to an Account
Control Agreement received by the Administrative Agent.


 


“Cash Reserve Account Amount”  has the meaning given in Clause 2.1(a) hereof (The Loans).


 


“Change in Law” means (a) the
adoption of any Law (including any applicable law, rule or regulation
regarding capital adequacy) or any accounting principle, (b) any change in
any of the foregoing or in the interpretation or application thereof by any
Official Body, or any change in the interpretation or administration of any
accounting standard by any


 


5

















 


Official Body or the Financial Accounting Standards Board (“FASB”), or (c) compliance by any Indemnified Party or
by any lending office of such Indemnified Party or by such Indemnified Party’s
holding company, if any, with any request, guideline or directive (whether or
not having the force of law) of any Official Body or FASB.


 


“Change of Control” means (i) any
Person or group of Persons (within the meaning of Sections 13(d) and 14(d) under
the Exchange Act), other than EGI-TRB, L.L.C., the ESOP, the ESOP Trust or Zell
or any Permitted Transferee, shall become the ultimate “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of Voting Stock representing 40% or more of the Voting Stock of
Tribune (or other securities convertible or exercisable into such Voting Stock)
on a fully diluted basis (including common stock equivalents issued pursuant to
the Tribune Management Equity Incentive Plan) or shall obtain the power
(whether or not exercised) to elect a majority of Tribune’s directors or (ii) during
any period of 24 consecutive months, individuals who at the beginning of such
period constituted the Board of Directors of Tribune (together with any new
directors whose election to such board or whose nomination for election by the
stockholders of Tribune was approved by a vote of a majority of the directors
then still in office who were either directors at the beginning of such period
or whose election or nomination for election was previously so approved) cease
for any reason to constitute a majority of the Board of Directors of Tribune
then in office.


 


“Charged-Off Receivable” means a
Receivable: (i) as to which an Event of Bankruptcy has occurred in respect
of the Obligor thereof; (ii) as to which the Obligor thereof, if a natural
person, is deceased, (iii) which, consistent with the Credit and
Collection Policy, would be written off Borrower’s books as uncollectible or (iv) which
has been identified by the Servicer as uncollectible.


 


“Class A Commitment” means, of any
Committed Lender, the amount set forth on Schedule 1 (Lender
Groups) as its Class A Commitment opposite such Committed
Lender’s name or, in the case of a Committed Lender that became a party to this
Agreement pursuant to an Assignment and Acceptance, the amount set forth
therein as such Committed Lender’s Class A Commitment, in each case as
such amount may be (a) reduced or increased by any Assignment and Acceptance
entered into by such Committed Lender in accordance with the terms of this
Agreement and (b) reduced pursuant to Clause 2.1(b) (The Loans).


 


“Class A Lender” means each Lender
having an outstanding Class A Commitment or Class A Loan.


 


“Class A  Lender Group
Percentage” means, for any Lender Group, the percentage equivalent
of a fraction (expressed out to five decimal places), the numerator of which is
the aggregate Class A Commitments of all Committed Lenders in such Lender
Group and the denominator of which is the Aggregate Class A Commitment.


 


“Class A Loan” means each Loan
specified as a “Class A Loan” by the Borrower in the applicable
Incremental Borrowing Request.


 


6

















 


“Class A Outstandings”  means
all Class A Loans and all amounts payable under the Transaction Documents
to the Class A Lenders.


 


“Class A Percentage Factor” means,
as of any date of determination, the fraction (expressed as a percentage)
computed as follows:


 


APB + TR

NERB + ED


 


where:


 


	
  APB

  	
  =

  	
  the
  aggregate outstanding principal balance of Class A Loans on the date of
  such computation;

  
	
   

  	
   

  	
   

  
	
  TR

  	
  =

  	
  Total
  Reserves on the date of such computation;

  
	
   

  	
   

  	
   

  
	
  NERB

  	
  =

  	
  the Net
  Eligible Receivables Balance on the date of such computation; and

  
	
   

  	
   

  	
   

  
	
  ED

  	
  =

  	
  the Eligible
  Deposit as of the end of the most recent Deposit Adjustment Date (after
  giving effect to any deposit or withdrawal on such date).

  



 


“Class A/B Ratio” means a
percentage, determined as of the Class B Addition Date, equal to a
fraction, the numerator of which is the aggregate amount of the Class A
Commitments and the denominator of which is the aggregate amount of the Class B
Commitments.


 


“Class B Addition Date” has the
meaning specified in Clause 1.4 (Addition of Class B).


 


“Class B Commitment” means, of any
Committed Lender, the amount set forth on Schedule 1 (Lender
Groups) as its Class B Commitment opposite such Committed
Lender’s name or, in the case of a Committed Lender that became a party to this
Agreement pursuant to an Assignment and Acceptance, the amount set forth
therein as such Committed Lender’s Class B Commitment, in each case as
such amount may be (a) reduced or increased by any Assignment and
Acceptance entered into by such Committed Lender in accordance with the terms
of this Agreement and (b) reduced pursuant to Clause 2.1(b) (The Loans).


 


“Class B Lender” means each Lender
having an outstanding Class B Commitment or Class B Loan.


 


“Class B  Lender Group
Percentage” means, for any Lender Group, the percentage equivalent
of a fraction (expressed out to five decimal places), the numerator of which is
the aggregate Class B Commitments of all Committed Lenders in such Lender
Group and the denominator of which is the Aggregate Class B Commitment.


 


“Class B Loan” means each Loan
specified as a “Class B Loan” by the Borrower in the applicable
Incremental Borrowing Request.


 


7
















 


“Class B Outstandings”  means all Class B Loans and all amounts payable under
the Transaction Documents to the Class B Lenders.


 


“Class B Percentage Factor” means,
as of any date of determination on or following the Class B Addition Date,
the fraction (expressed as a percentage) computed as follows:


 


APB + TR

NERB + ED


 


where:


 


	
  APB

  	
  =

  	
  the
  Aggregate Principal Balance on the date of such computation;

  
	
   

  	
   

  	
   

  
	
  TR

  	
  =

  	
  Pro Forma
  Reserves on the date of such computation;

  
	
   

  	
   

  	
   

  
	
  NERB

  	
  =

  	
  the Net
  Eligible Receivables Balance on the date of such computation; and

  
	
   

  	
   

  	
   

  
	
  ED

  	
  =

  	
  the Eligible
  Deposit as of the end of the most recent Deposit Adjustment Date (after
  giving effect to any deposit or withdrawal on such date).

  



 


“Closing Date” means July 1, 2008.


 


“Collateral” means (a) the “Collateral”
under and as defined in the Security Agreement, and (b) any other assets,
property, rights, interests, claims or benefits in respect of which an Adverse
Claim has been created under or pursuant to the Security Documents.


 


“Collection Account Bank” means any bank
or other financial institution set forth on Schedule 5 (Facility
Accounts and Account Banks) under the heading “Collection Account
Banks,” as such Schedule may be amended from time to time in accordance
herewith.


 


“Collection Accounts” means any account
set forth on Schedule 5 (Facility Accounts and
Account Banks) under the heading “Collection Accounts,” as such
Schedule may be amended from time to time in accordance herewith.


 


“Collection Amount” means the aggregate
Collections received from Obligors during a Calculation Period.


 


“Collections” means, collectively
(without duplication) (a) all cash collections (including, if applicable,
any sales taxes) and other cash proceeds of the Pool Receivables, including all
Finance Charges, cash proceeds of Related Security with respect to any such
Receivable, any Deemed Collections of such Receivables and any payments made by
any Originator or the Servicer with respect to such Receivables (including any
payments made with respect to a Diluted Receivable or other Deemed Collections
pursuant to the terms of the Receivables Purchase Agreement or the Servicing
Agreement) and (b) all other cash collections and other cash proceeds of
the Collateral.


 


8

















 


“Commercial Paper” means commercial
paper, money market notes and other promissory notes and senior indebtedness
issued by a Conduit Lender.


 


“Commingling Reserve” means, on any
date, an amount equal to


 


RB x CRR


 


Where:


 


RB = the Net Eligible Receivables Balance as of the close of business
of the Servicer on such date minus the Loss and Dilution Reserve minus
the Yield and Servicing Fee Reserve on such date; and


 


CRR = the Commingling Reserve Ratio on such date.


 


“Commingling Reserve Ratio” means (x) 4%
or (y) such other percentage as shall be determined by the Administrative
Agent after consultation with the Servicer and notified to the Servicer in
writing following the end of each calendar quarter (commencing with the quarter
ending September 30, 2008); provided that such percentage shall not exceed
the maximum reduction in the daily aggregate Outstanding Balance of Receivables
(expressed as a percentage of Receivables) observed over any one or two
Business Day period during the shorter of (i) the past twelve months or (ii) the
period from January 1, 2008 through the end of the most recent Calculation
Period; and at any time the Commingling Reserve Ratio shall be the most recent
Commingling Reserve Ratio reported by the Administrative Agent in writing to
the Servicer.


 


“Commitment” of any Committed Lender
means the sum of its Class A Commitment and Class B Commitment.


 


“Committed Lenders” means, collectively,
the Persons identified as “Committed Lenders” on Schedule 1 (Lender Groups).


 


“Compliance Certificate” has the meaning
given in the Servicing Agreement.


 


“Concentration Factor” means, with
respect to any Obligor Group as of any date of determination, a percentage
equal to the following:


 


(a)                                  if
such Obligor Group has (i) an Obligor Group Rating of at least A+ by
S&P and (ii) an Obligor Group Rating of at least A1 by Moody’s,
16.25%;


 


(b)                                 if
such Obligor Group is not qualified under clause (a) above, but has (i) an
Obligor Group Rating of at least A- by S&P and (ii) an Obligor Group
Rating of at least A3 by Moody’s, 8.125%;


 


(c)                                  if
such Obligor Group is not qualified under clauses (a) or (b) above,
but has (i) an Obligor Group Rating of at least BBB- by S&P and (ii) an
Obligor Group Rating of at least Baa3 by Moody’s, 5.42%; or


 


9

















 


(d)                                 if
such Obligor Group (i) has (A) an Obligor Group Rating of lower than
BBB- by S&P and (B) an Obligor Group Rating of lower than Baa3 by
Moody’s, or (ii) does not have an Obligor Group Rating from S&P or
Moody’s, 3.25%;


 


provided that the Concentration Factor for the Zell Obligors, as a
group, shall not be greater than 3.25% at any time; provided, further, that the
Concentration Factor for Official Bodies, taken as a group (but excluding the
U.S. federal government) shall not be greater than 2.0% at any time; and,
provided further, that special Concentration Factors for specific Obligors may
be agreed upon from time to time in writing between the Borrower and the
Administrative Agent, subject to conditions to be mutually agreed between the
Borrower and the Administrative Agent. 
In the event the ratings of any Obligor Group from S&P and Moody’s
fall within different ratings levels, the Concentration Factor for such Obligor
Group shall be determined based upon the lower of the two ratings.


 


“Concentration Limit” means, with
respect to any Obligor Group at any time, the product of the Concentration
Factor for such Obligor Group, multiplied by the aggregate Outstanding Balance
of the Pool Receivables at such time.


 


“Conduit Assignee” means, with respect
to any assignment by a Conduit Lender, any Person that (a) finances
itself, directly or indirectly, through commercial paper, money market notes,
promissory notes or other senior indebtedness, (b) is (i) managed or
administered by the Funding Agent or the Program Manager with respect to such
assigning Conduit Lender or any Affiliate of such Funding Agent or Program
Manager or (ii) an Eligible Assignee, and (c) is designated by such
Funding Agent or Program Manager to accept an assignment from such Conduit
Lender of such Conduit Lender’s rights and obligations pursuant to Clause 11.3(b) (Assignments by Conduit Lenders).


 


“Conduit Lenders” means, collectively,
the Persons identified as “Conduit Lenders” on Schedule 1 (Lender
Groups).


 


“Conduit Lending Limit” of any
Non-Committed Conduit Lender means the amount set forth on Schedule 1 (Lender Groups) opposite such Non-Committed Conduit Lender’s
name, as such amount may be reduced or increased pursuant to Clause 2.1(b) (The Loans) or Clause 11.3(b) (Assignments
by Conduit Lenders).  The
aggregate sum of the Conduit Lending Limits plus the Commitments of all Conduit
Lenders that are Committed Lenders as of the Closing Date shall be equal to
$300,000,000.


 


“Contact Details Report” means a report
furnished by the Servicer pursuant to Clause 2.3 (Reporting
Requirements) of the Servicing Agreement substantially in the form
attached as Exhibit A-3 (Form of Contact
Details Report) to the Servicing Agreement.


 


“Contra Balance” means, with respect to
an Obligor Group and at any time, the aggregate amount of funds or services
that are owed by an Originator to an Obligor in such group at such time, in
respect of services, Make Good Arrangements, or other viewship guarantees,
damages for breach of any agreement with such Obligor, or 


 


10

















 


Broadcast Rights Arrangements, amounts accrued for the benefit of such
Obligor in respect of volume rebate or other incentive programs, and any other
arrangement that has given rise to a rebate, administrative fee, discount,
credit memo, refund, non-cash payment, chargeback, billing adjustment or other
adjustment (except any such change made in settlement of such Receivable in
accordance with the Credit and Collection Policy resulting from the financial
inability of the Obligor to pay such Receivable).


 


“Contract” means, with respect to any
Receivable, any and all contracts, instruments, agreements, invoices or other
writings pursuant to which such Receivable arises or which evidences such
Receivable.


 


“CP Cost” means, for each day and each
Conduit Lender, the sum of (i) discount or yield accrued on Pooled
Commercial Paper of such Conduit Lender on such day, plus (ii) any and all
accrued commissions in respect of placement agents and Commercial Paper
dealers, and issuing and paying agent fees incurred, in respect of such Pooled
Commercial Paper for such day, plus (iii) other costs associated with
funding small or odd-lot amounts with respect to all receivable purchase
facilities which are funded by Pooled Commercial Paper for such day, minus (iv) any
accrual of income net of expenses received on such day from investment of
collections received under all receivable purchase facilities funded
substantially with Pooled Commercial Paper, minus (v) any payment received
on such day net of amounts payable under Section 2.11 (Breakage Costs) hereof or similar costs or expenses related
to the prepayment of any interest held by the Conduit Lender pursuant to the
terms of any receivable purchase facilities funded substantially with Pooled
Commercial Paper.  In addition to the
foregoing costs, if the Borrower shall request any increase in the aggregate
outstanding amount under the Facility Limit during any period of time
determined by the Administrative Agent in its sole discretion to result in
incrementally higher costs applicable to such increase, the portion of the
aggregate outstanding amount under the Facility Limit associated with any such
increase shall, during such period, be deemed to be funded by the Conduit
Lender in a special pool (which may include capital associated with other
receivable purchase facilities) for purposes of determining such additional CP
Costs applicable only to such special pool and charged each day during such
period against such portion of the aggregate outstanding amount under the
Facility Limit.


 


“CP Rate” means, as to the portion of
the Facility Limit funded by a Conduit Lender through the issuance of
Commercial Paper, (a) (i) if the Conduit Lender funds the Loans on a “pool
funding” basis, the per annum rate equivalent to the CP Costs related to the
issuance of Pooled Commercial Paper by the Conduit Lender plus the Applicable
Margin, or (ii) if the Conduit Lender funds the Loans on a “match funding”
basis, the per annum rate equivalent to the weighted average cost (as
determined by the related Funding Agent or Program Manager, and which shall
include (without duplication) the fees and commissions of placement agents and
dealers, incremental carrying costs incurred with respect to Commercial Paper
maturing on dates other than those on which corresponding funds are received by
such Conduit Lender, other borrowings by such Conduit Lender and any other
costs associated with the issuance of Commercial Paper) of or related to the
issuance of Commercial Paper that are allocated, in whole or in part, by such
Conduit Lender or its related Funding Agent or Program Manager to fund or
maintain such 


 


11

















 


Tranche (the proceeds of which may also be allocated in part to the
funding of other assets of such Conduit Lender (and, if such proceeds are
allocated in part to the funding of other assets of such Conduit Lender, the
costs associated with such funding will also be allocated in the appropriate
portion to the funding of such other asset)) plus the Applicable Margin;
provided, however, that if any component of any such rate is a discount rate,
in calculating the “CP Rate” for such Tranche for such Tranche Period, the
related Funding Agent or Program Manager shall for such component use the rate
resulting from converting such discount rate to an interest bearing equivalent
rate per annum; and (b) after the occurrence and during the continuation
of a Trigger Event or Facility Termination Event, the Default Rate.


 


“Credit and Collection Policies” means,
with respect to an Originator, the credit and collection policies and practices
of such Originator in effect on the date of this Agreement, as modified in
compliance with this Agreement, the Receivables Purchase Agreement and the
Servicing Agreement; provided that, to the extent such policies and practices
are summarized in a written form for internal management purposes of any
Originator, such policies and practices are described in Schedule 3 (Credit and Collection Policies).


 


“Days Sales Outstanding” means an
amount, expressed in terms of days, equal to:


 


(a)                                (i) the
Outstanding Balance of Pool Receivables minus any Unapplied Cash and the
Diluted Receivables as of the last day of the most recent Calculation Period,
divided by (ii) the aggregate sales during the most recent Calculation
Period, multiplied by


 


(b)                                 the
actual number of days in the most recent Calculation Period.


 


“Debt Rating” for any Person at any time
means the then-current rating by S&P or Moody’s of such Person’s long-term
public senior unsecured debt.


 


“Deemed Collections” means any amounts
paid or payable, as the context requires, by the Borrower under Clause 2.8 (Deemed Collections; Application of Payment) of this Agreement
or by the Servicer or any Originator under Section 1.03 (Deemed Collections) of the Receivables Purchase Agreement.


 


“Default Horizon” means, as of any
Monthly Reporting Date, the number of days equal to the number of days in the
three most recent Calculation Periods ending prior to the Calculation Period
related to such Monthly Reporting Date.


 


“Default Rate” means a rate per annum
equal to the Senior Credit Agreement Rate plus 2.00%.


 


“Default Ratio” means the ratio
(expressed as a percentage) computed as of each Monthly Reporting Date for the
immediately preceding Calculation Period by dividing (a) the sum (without
duplication) of the aggregate Outstanding Balance of all Receivables which were
121-150 days past their invoice date as at the end of such Calculation Period
plus the aggregate Outstanding Balance of all Receivables which became
Defaulted 


 


12

















 


Receivables during such Calculation Period by (b) the aggregate
amount of sales giving rise to Receivables that were generated during the
Calculation Period immediately preceding the commencement of the Default
Horizon.


 


“Defaulted Receivable” means, without
duplication, a Receivable (a) as to which any payment, or part thereof,
remains unpaid for 121 or more days from the invoice date  for
such Receivable, (b) as to which an Event of Bankruptcy has occurred and
is continuing with respect to the Obligor thereof, (c) which has been
identified by the relevant Originator as uncollectible in accordance with the applicable
Credit and Collection Policy, or (d) which, in accordance with the
applicable Credit and Collection Policy, has been or should be written off as
uncollectible.


 


“Delinquency Ratio” means the ratio
(expressed as a percentage) computed as of each Monthly Reporting Date for the
immediately preceding Calculation Period by dividing:


 


(a)                                the
aggregate Outstanding Balance of all Delinquent Receivables as of the end of
such Calculation Period by


 


(b)                               the
difference of (i) the aggregate Outstanding Balance of billed Receivables
as of the last day of such Calculation Period, plus (ii) the lesser of (A) the
aggregate Outstanding Balance of Unbilled Receivables or (B) 50% of the
aggregate Net Eligible Receivables Balance at such time, minus (iii) Unapplied
Cash as of the last day of such Calculation Period.


 


“Delinquent Receivable” means a
Receivable (a) as to which any payment, or part thereof, remains unpaid
for more than 91 days from the invoice date for such Receivable and (b) which
is not a Defaulted Receivable.


 


“Deposit Adjustment Date” means the last
Business Day of each week.


 


“Diluted Receivable” means any
Receivable or part thereof which is either (a) reduced, cancelled or
adjusted as a result of (i) any defective services or any failure by the
relevant Originator to provide any services or otherwise to perform under any
related Contract, (ii) any change in the terms of, or cancellation of, a
Receivable or any rebate, administrative fee, discount, credit memo, refund,
non-cash payment (other than payments by check), chargeback, allowance or any
billing or other adjustment by the relevant Originator (except any such change
made in settlement of such Receivable in accordance with the Credit and
Collection Policies resulting from the financial inability of the Obligor to
pay such Receivable), or (iii) any setoff or offset in respect of a claim
by the relevant Obligor against the relevant Originator or with respect to the
actions of the relevant Originator (in the case of a Diluted Receivable with
respect to such Originator) or against the Borrower (in the case of a Diluted
Receivable with respect to the Borrower) (whether such claim arises out of the
same or a related transaction or an unrelated transaction), or (b) subject
to any specific counterclaim or defense whatsoever against the relevant
Originator or with respect to the actions of the relevant Originator or against
the Borrower (except the discharge in a proceeding under applicable Insolvency
Law of the Obligor thereof).  For the
avoidance of doubt, Diluted Receivable will include any reduction,
cancellation, 


 


13

















 


adjustment, change, setoff or offset in respect of an Unbilled
Receivable, whether or not reflected or to be reflected in the related invoice
sent or to be sent to the related Obligor.


 


“Dilution Horizon – Broadcasting” means,
as of any Monthly Reporting Date, the three immediately preceding Calculation
Periods.


 


“Dilution Horizon – Publishing” means, as of
any Monthly Reporting Date, the immediately preceding Calculation Period.


 


“Dilution Horizon Ratio – Broadcasting”
means, with respect to the Broadcasting Receivables, as of any Monthly
Reporting Date and continuing until (but not including) the next Monthly
Reporting Date, a number equal to a fraction, the numerator of which is the
aggregate amount of all sales which gave rise to Receivables (including
Unbilled Receivables) that were generated during the Calculation Periods
included in the Dilution Horizon— Broadcasting, and the denominator of which is
the Outstanding Balance of Pool Receivables (including Unbilled Receivables but
excluding Defaulted Receivables and Diluted Receivables) minus Unapplied Cash
as of the last day of the most recent Calculation Period.


 


“Dilution Horizon Ratio – Publishing”
means, with respect to the Publishing Receivables, as of any Monthly Reporting
Date and continuing until (but not including) the next Monthly Reporting Date,
a number equal to a fraction, the numerator of which is the aggregate amount of
all sales which gave rise to Receivables (including Unbilled Receivables) that
were generated during the Calculation Period included in the Dilution Horizon— Publishing,
and the denominator of which is the Outstanding Balance of Pool Receivables
(including Unbilled Receivables but excluding Defaulted Receivables and Diluted
Receivables) minus Unapplied Cash as of the last day of the most recent
Calculation Period.


 


“Dilution Ratio – Broadcasting” means
the ratio (expressed as a percentage) computed as of each Monthly Reporting
Date for the immediately preceding Calculation Period by dividing (a) the
aggregate amount of Receivables which became Diluted Receivables during that
Calculation Period, by (b) the aggregate amount of all sales which gave
rise to Receivables that were generated during the Calculation Period
immediately preceding the commencement of the Dilution Horizon – Broadcasting.


 


“Dilution Ratio –  Publishing”
means the ratio (expressed as a percentage) computed as of each Monthly
Reporting Date for the immediately preceding Calculation Period by dividing (a) the
aggregate amount of Receivables which became Diluted Receivables during that
Calculation Period, by (b) the aggregate amount of all sales which gave
rise to Receivables that were generated during the Calculation Period
immediately preceding the commencement of the Dilution Horizon – Publishing.


 


“Dilution Reserve Ratio”
means the sum of:


 


(a)                                  the
Dilution Reserve Ratio – Broadcasting
times the Segment Percentage for the Broadcast AR, plus


 


14

















 


(b)                                 the
Dilution Reserve Ratio – Publishing times the Segment Percentage for the
Publishing AR.


 


“Dilution Reserve Ratio – Broadcasting”
means, as of any Monthly Reporting Date, and continuing until (but not including)
the next Monthly Reporting Date, the greater of (i) 5% and (ii) an
amount (expressed as a percentage) that is calculated as follows:


 


DRRB = [(SF x ADRB + [(HDRB-ADRB x
(HDRB/ADRB]] x DHRB


 


where:


 


	
  DRRB

  	
  =

  	
  Dilution Reserve Ratio—Broadcasting;

  
	
   

  	
   

  	
   

  
	
  SF

  	
  =

  	
  the Stress Factor;

  
	
   

  	
   

  	
   

  
	
  ADRB

  	
  =

  	
  the “Average
  Dilution Ratio—Broadcasting,” defined as the twelve-month rolling average of
  the Dilution Ratios— Broadcasting that occurred during the period of twelve
  consecutive Calculation Periods ending immediately prior to such earlier
  Monthly Reporting Date;

  
	
   

  	
   

  	
   

  
	
  HDRB

  	
  =

  	
  the “Highest
  Dilution Ratio—Broadcasting,” defined as the highest Three Month Rolling
  Average of the Dilution Ratios—Broadcasting that occurred during the period
  of twelve consecutive Calculation Periods ending immediately prior to such
  earlier Monthly Reporting Date; and

  
	
   

  	
   

  	
   

  
	
  DHRB

  	
  =

  	
  the Dilution
  Horizon Ratio – Broadcasting.

  



 


“Dilution Reserve Ratio – Publishing” means, as of any Monthly Reporting Date, and
continuing until (but not including) the next Monthly Reporting Date, the
greater of (i) 5% and (ii) an amount (expressed as a percentage) that
is calculated as follows:


 


DRRP = [(SF x ADRP) + [(HDRP-ADRP) x
(HDRP/ADRP)]] x DHRP


 


where:


 


	
  DRRP

  	
  =

  	
  Dilution
  Reserve Ratio—Publishing;

  
	
   

  	
   

  	
   

  
	
  SF

  	
  =

  	
  the Stress Factor;

  
	
   

  	
   

  	
   

  
	
  ADRP

  	
  =

  	
  the “Average
  Dilution Ratio—Publishing,” defined as the twelve-month rolling average of
  the Dilution Ratios—Publishing that occurred during the period of twelve
  consecutive Calculation Periods ending immediately prior to such earlier Monthly
  Reporting Date;

  
	
   

  	
   

  	
   

  
	
  HDRP

  	
  =

  	
  the “Highest
  Dilution Ratio—Publishing,” defined as the highest Three Month Rolling
  Average of the Dilution Ratios—Publishing that occurred during the period of
  twelve consecutive Calculation Periods ending immediately prior to such
  earlier Monthly Reporting Date; and

  



 


15

















 


	
  DHRP

  	
  =

  	
  the Dilution
  Horizon Ratio – Publishing.

  



 


“Disputed Receivable” means any Receivable the
Obligor of which has failed or refused to pay by reason of a dispute between
the Originator or any Affiliate thereof and the Obligor thereon relating to the
services the sale of which shall have given rise to such Receivable, or
relating to the performance by the Originator or any Affiliate thereof of any
of its obligations to the Obligor under the Contract relating to such
Receivable.


 


“Doubtful Receivable” means any Receivable the
Obligor of which has failed or refused to pay and which the Servicer believes
will not be collected.


 


“DSO – Broadcasting” means an amount,
expressed in terms of days, equal to:


 


(a)           (i)        the Outstanding Balance of Broadcast AR minus
any Unapplied Cash and the Diluted Receivables included in Broadcast AR as of
the last day of the most recent Calculation Period, divided by (ii) the
aggregate sales giving rise to Broadcast AR during the most recent Calculation
Period, multiplied by


 


(b)           the actual number of
days in the most recent Calculation Period.


 


“DSO – Publishing” means an amount, expressed in terms of
days, equal to:


 


(a)           (i)        the Outstanding Balance of Publishing AR minus
any Unapplied Cash and the Diluted Receivables included in Publishing AR as of
the last day of the most recent Calculation Period, divided by (ii) the
aggregate sales giving rise to Publishing AR during the most recent Calculation
Period, multiplied by


 


(b)           the
actual number of days in the most recent Calculation Period.


 


“Eligible Account Bank” means a
depositary institution or trust company (which may include the Administrative
Agent and its Affiliates) organized under the laws of the U.S. or any one of
the States thereof or the District of Columbia; provided, however, that at all
times (i) such depositary institution or trust company is a member of the
Federal Deposit Insurance Corporation, (ii) unless the Administrative
Agent consents in writing otherwise, the unsecured and uncollateralized debt
obligations of such depositary institution or trust company are rated at least
A-1 by S&P and P-1 by Moody’s and (iii) such depositary institution or
trust company has a combined capital and surplus of at least $125,000,000.


 


“Eligible Assignee” means, with respect
to any Person in a Lender Group, any Qualified Purchaser (i) that is a
Funding Agent, a Program Manager, a Lender, a Program Support Provider or any
Affiliate of any such Person that has a short-term debt rating of at least A-1
by S&P and P-1 by Moody’s, (ii) that is managed or sponsored by a
Person described in clause (i) above and that has a short-term debt rating
of at least A-1 by S&P and P-1 by Moody’s or (iii) any other Person
that has been approved by the Administrative Agent, the Funding Agent for such
Lender Group (which Funding Agent 


 


16

















 


consent shall not be required if such Funding Agent is the assigning
Lender) and the Borrower; provided, that Borrower’s approval of any Eligible
Assignee may not be unreasonably withheld or delayed; and, provided further
that Borrower’s approval of any Eligible Assignee shall not be required if (A) a
Facility Event has occurred and is continuing, (B) the Facility
Termination Date has occurred, (C) with respect to the assigning Lender,
the Scheduled Commitment Facility Termination Date has occurred, or (D) the
assigning Lender does not have, and the assignee does have, a short term rating
of at least A-1 by S&P and P-1 by Moody’s.


 


“Eligible Contract” means, at any time,
a Contract that satisfies all of the conditions set forth below:


 


(i)            The
Contract (i) complies with all requirements of the applicable Credit and
Collection Policy, (ii) does not allow the Obligor to defer or extend
payment of the invoiced amount beyond the original term set forth in the
invoice, and (iii) does not provide for the forgiveness or reduction of
the amount required to be paid by the Obligor (other than with respect to
amounts for which the Transaction Parties maintain adequate reserves in
accordance with GAAP and which amounts are included in the Contra Balance for
such Obligor).


 


(ii)           The
Contract (a) is in full force and effect and (b) represents the
legal, valid and binding obligation of such Obligor, enforceable against such
Obligor in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, reorganization, insolvency, moratorium or
other laws affecting creditors’ rights generally, and except as such
enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity).


 


“Eligible Deposit” means, as of any date
of determination, the amount of available funds on deposit in the Cash Reserve
Account as of the close of business as of the immediately preceding Business
Day; provided that all of the following conditions are satisfied: (i) the
Cash Reserve Account is subject to an Account Control Agreement in form and
substance satisfactory to the Administrative Agent, (ii) the
Administrative Agent and the Lenders shall have received an opinion of Sidley
Austin LLP, in form and substance reasonably satisfactory to the Administrative
Agent, as to the enforceability of such agreement and the perfection of the
Administrative Agent’s security interest in the security entitlements credited
to such account, (iii) the Administrative Agent has password protected
on-line access to current information as to activity in the Cash Reserve
Account (including deposits, withdrawals and balances therein) directly from
the relevant Facility Account Bank, and (iv) the portion of the Eligible
Deposit that may be included in the calculation of the Class A Percentage
Factor or the Class B Percentage Factor may not exceed $30,000,000.


 


“Eligible Receivable” means, at any
time, a Receivable:


 


(i)            the
Obligor of which (A) is not an Affiliate of any Originator, the Borrower
or the Servicer (or any of their respective Affiliates) unless such Obligor is
a member of 


 


17

















 


the Zell Obligor Group and (B) is not
the U.S. federal government and (C) unless such Receivable arises from the
placement of a classified ad in a print medium, is a corporation or other business
organization, is organized under the laws of the United States or any political
subdivision thereof and has its chief executive office in the United States;


 


(ii)           as
to which, all right, title and interest to and in which has been validly
transferred by the applicable Originator directly to Parent, if applicable, and
to Borrower under and in accordance with the Receivables Purchase Agreement,
the Borrower has good and marketable title thereto free and clear from Adverse
Claims except as created under the Transaction Documents, and which has been
the subject of either a valid transfer and assignment from the Borrower to the
Administrative Agent (for the benefit of the Lenders) of an undivided interest
in all the Borrower’s right, title and interest therein (and in the proceeds
thereof), or the grant of a first priority perfected “security interest”
(within the meaning of the applicable UCC therein) (and in the proceeds
thereof);


 


(iii)          the
Obligor of which is not the Obligor of any Charged-Off Receivable, and if the
Obligor is the Obligor of any Defaulted Receivables, the aggregate Outstanding
Balance of such Defaulted Receivables does not exceed an amount equal to 30% of
the Outstanding Balance of all Receivables of such Obligor at such time;


 


(iv)          which
is not a Charged-Off Receivable, a Disputed Receivable, a Doubtful Receivable,
a Delinquent Receivable, or a Defaulted Receivable;


 


(v)           which
by its terms is due and payable within 30 days of the original invoice date
therefor and has not had its payment terms extended, except in accordance with
the Credit and Collection Policy; provided, that no such extension shall cause
a Receivable that, but for such extension, would have been a Defaulted
Receivable to be an Eligible Receivable;


 


(vi)          as
to which the applicable Originator has timely and fully performed all
obligations required to be performed by it under the related Contract and which
has been billed to the related Obligor (provided, however, that any otherwise
Eligible Receivable, that has accrued and is the legal valid and binding
obligation of the related Obligor but which is an Unbilled Receivable may
constitute an Eligible Receivable so long as the aggregate Outstanding Balance
of Receivables which constitute “Eligible Receivables” by reason of this proviso,
does not, at any time, exceed an amount equal to 50% of the aggregate Net
Eligible Receivables Balance  at such time)
and provided that no more than 30 days have elapsed since the completion of the
services giving rise to such Unbilled Receivable; and which in all cases,
together with such Receivable and any applicable related Contract, is in full
force and effect and constitutes the legal, valid and binding obligation of the
related Obligor enforceable against such Obligor in accordance with its terms
subject to no offset, counterclaim or other defense that has been asserted by
or on behalf of such Obligor; provided that, whether or not any offset,
counterclaim or other defense has been asserted, the portion of the Outstanding
Balance of the 


 


18

















 


Receivables owed by an Obligor Group and
subject to offset at any time shall be reduced (for purposes of all
calculations under the Transaction Documents) by the Contra Balance for such
Obligor;


 


(vii)         (A) which
is assignable in the manner contemplated hereby and by the other Transaction
Documents under the laws of all applicable jurisdictions, and (B) the
applicable Originator is authorized and/or otherwise entitled under the terms
of the related Contract (if any) and applicable law, to disclose to the
Administrative Agent and the Lenders all information relating to such
Receivable as contemplated hereby or by any other Transaction Document, or that
is otherwise necessary for the Administrative Agent or any Lender to exercise
its rights hereunder or thereunder;


 


(viii)        which,
together with the Contract related thereto, does not contravene any law, rule or
regulation applicable thereto (including, without limitation, any law, rule or
regulation relating to advertising, media providers and privacy) and with
respect to which no part of the Contract related thereto is  in
violation of any such law, rule or regulation;


 


(ix)           that
is an “account” or “payment intangible” (within the meaning of Section 9-102
of the applicable UCC);


 


(x)            that
is denominated and payable only in United States dollars in the United States
of America;


 


(xi)           that satisfies in all
material respects all applicable requirements of the Credit and Collection
Policy and with respect to which the representations and warranties in Clause
3.1(g) (Representations and Warranties of the
Servicer) of the Servicing Agreement are true and correct;


 


(xii)          which was generated in
the ordinary course of the applicable Originator’s business, consistent in all
material respects with such Originator’s business as conducted as of the
Closing Date, and prior to the transfer contemplated by the Transaction
Documents, was the sole property of such Originators free and clear of Adverse
Claims;


 


(xiii)         subject to the Transition
Exceptions, the Obligor of which has been directed to make all payments to a
Collection Account with respect to which a valid and enforceable Account
Control Agreement is in effect;


 


(xiv)        (i) the
Receivables Purchase Agreement under which such Receivable was sold to Tribune
(if applicable) and to the Borrower is in full force and effect, (ii) the
Originator of such Receivable has not been terminated as an “Originator” under
the Receivables Purchase Agreement, and (iii) the Originator Termination
Date has not occurred with respect to that Originator;


 


(xv)         with
respect to which all consents, licenses, approvals or authorizations of, or
registrations or declarations with, any governmental authority required to be 


 


19

















 


obtained, effected or given in connection
with the creation of such Receivable have been duly obtained, effected or given
and are in full force and effect;


 


(xvi)        that
is not subject to any waiver or modification except for a Receivable which is
subject to a waiver or modification as permitted in accordance with the Credit
and Collection Policy and which waiver or modification is reflected in the
Servicer’s records and computer files relating thereto;


 


(xvii)       that
is not subject to any enforceable provision prohibiting the transfer or
assignment of such payment obligation;


 


(xviii)      that
arises under an Eligible Contract;


 


(xix)         as to which the
applicable Originator has satisfied and fully performed all material
obligations on its part with respect to such Receivable required to be
fulfilled by it, and no further material action is required to be performed by
any Person with respect thereto other than payment thereon by the applicable
Obligor.


 


“Equity Interests” of any Person means
any and all shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or
other equity ownership interests in a Person, and any warrants, options or
other rights entitling the holder thereof to purchase or acquire any such
equity interest.


 


“ERISA” means the Employee Retirement
Income Security Act of 1974, and the regulations promulgated thereunder, in
each case as amended.


 


“ERISA Affiliate” means any Person that
is a member of any Transaction Party’s controlled group, or under common
control with any Transaction Party, within the meaning of Section 414 of
the IRC.


 


“ERISA Event” means (a) (i) the
occurrence of a Reportable Event, or (ii) the requirements of subclause (1) of
Section 4043(b) of ERISA (without regard to subclause (2) of
such Section) are met with respect to a contributing sponsor, as defined in Section 4001(a)(13)
of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12)
or (13) of Section 4043(c) of ERISA is reasonably expected to occur
with respect to such Plan within the following 30 days; (b) the
application for a minimum funding waiver with respect to a Plan; (c) the
provision by the administrator of any Plan of a notice of intent to terminate
such Plan pursuant to Section 4041(a)(2) of ERISA (including any such
notice with respect to a plan amendment referred to in Section 4041(e) of
ERISA); (d) the cessation of operations at a facility of a Transaction
Party or any ERISA Affiliate in the circumstances described in Section 4062(e) of
ERISA; (e) the withdrawal by a Transaction Party or any ERISA Affiliate
from a Multiple Employer Plan during a plan year for which it was a substantial
employer, as defined in Section 4001(a)(2) of ERISA; (f) the
conditions for the imposition of a lien under Section 302 or Section 303
of ERISA shall have been met with respect to any Plan; (g) the adoption of
an amendment to a Plan requiring the provision of security to such Plan
pursuant to Section 206(g) of ERISA; (h) the institution by the
PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA,
or the occurrence of any event or condition described in Section 4042 of 


 


20

















 


ERISA that constitutes grounds for the termination of, or the
appointment of a trustee to administer, a Plan; or (i) the receipt by a
Transaction Party or an ERISA Affiliate of any notice concerning the imposition
of liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in Part 1
of Subtitle E of Title IV of ERISA, or a determination that a Multiemployer
Plan is, or is expected to be, insolvent or in reorganization, within the
meaning of Title IV of ERISA.


 


“ESOP” means the Tribune Company Employee Stock
Ownership Plan.


 


“ESOP Purchase Agreement”
means the ESOP Purchase Agreement made April 1, 2007, between Tribune and
GreatBanc Trust Company, as trustee of the ESOP Trust, a separate trust created
under the ESOP, as the same may be amended, restated or otherwise modified from
time to time.


 


“ESOP Trust”
means the Tribune Employee Stock Ownership Trust, dated April 1, 2007.


 


“Eurodollar Rate” means, for any Tranche Period for each
Eurodollar Tranche, an interest rate per annum equal to the rate per annum
obtained by dividing (a) the rate per annum appearing on Reuters LIBOR 01
(or any successor page) as the London interbank offered rate for deposits in
U.S. dollars at approximately 11:00 A.M. (London time) two Business Days
prior to the first day of such Tranche Period for a term comparable to such
Tranche Period or, if for any reason such rate is not available, the average of
the rate per annum at which deposits in U.S. dollars are offered by the
principal office of Barclays in London, England to prime banks in the London
interbank market at 11:00 A.M. (London  time) two Business Days before the first day
of such Tranche Period in an amount substantially equal to Barclays’ Eurodollar
Tranches comprising part of such Eurodollar Tranche to be outstanding during
such Tranche Period (or, if Barclays does not have any Eurodollar Tranches then
outstanding, the Eurodollar Tranche of the relevant Lender Group) and for a
period equal to such Tranche Period by (b) a percentage equal to 100%
minus the Eurodollar Rate Reserve Percentage at the start of such Tranche
Period.


 


“Eurodollar Rate Reserve Percentage”
means the maximum aggregate reserve requirement (including all basic,
supplemental, marginal or other reserves) which is imposed against the
Administrative Agent in respect of Eurodollar liabilities, as defined in
Regulation D of the Board of Governors of the Federal Reserve System as in
effect from time to time.


 


“Eurodollar Tranche”  means
a Tranche for which interest is calculated by reference to the Eurodollar Rate.


 


“Event of Bankruptcy” means, with
respect to any Person, the occurrence of any of the following:


 


(a)           such
Person shall commence any case, proceeding or other action, or present a
petition or make an application under any Insolvency Law:


 


21

















 


(i)            relating
to bankruptcy, insolvency, court protection, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it or
seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, examination, liquidation, administration,
administrative receivership, dissolution, court protection, composition,
declaration or other similar relief with respect to it or any of its debts; or


 


(ii)           seeking
the appointment of a liquidator, receiver, administrative receiver, examiner,
security trustee, custodian, compulsory manager, administrator or other similar
official for it or for all or any substantial part of its assets; or


 


(b)           there
shall be commenced, presented or made against such Person any case, proceeding
or other action referred to in (a) above unless: (i) solely in the
case of any such case, proceeding or action as to which, within three Business
Days after its commencement, such Person has delivered to the Administrative
Agent a certificate of a Responsible Officer substantially to the effect that,
in the reasonable judgment of such Responsible Officer after due inquiry, such
case, proceeding or action will be discharged or dismissed by the relevant
court, tribunal or authority, and (ii) such case, proceeding or action is
in fact discharged or dismissed by such relevant court, tribunal or authority
within 45 days (or such longer period as the Administrative Agent may agree)
after its commencement.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


“Excluded Taxes” means, with respect to
any Agent, any Lender or any other recipient of any payment to be made by or on
account of any Transaction Party Obligation, (i) income and franchise
taxes imposed with respect to such Agent or any Lender by the Official Body
under the laws of which such Agent or such Lender, as applicable, is organized
or in which it has its principal office or maintains its applicable lending
office, (ii) any branch profits taxes imposed by the United States or any
similar tax imposed by any other jurisdiction in which Borrower is located and (iii) any
Tax resulting from the failure of such Agent, such Lender or such recipient to
deliver federal tax forms required by Clause 2.15(e).


 


“Facility Account” means, as the context
requires, all or any one of the Collection Accounts, the Cash Reserve Account
or the Borrower Accounts.


 


“Facility Account Bank” means, as the
context requires, a Borrower Account Bank or a Collection Account Bank.


 


“Facility Event” means a Potential
Trigger Event, Trigger Event, Facility Termination Event or Potential Facility
Termination Event.


 


22

















 


“Facility Limit” means, at any time, the
sum of the Conduit Lending Limits then in effect; provided, that the Facility
Limit may not at any time exceed the Aggregate Commitment then in effect.


 


“Facility Termination Date” means the
earliest of (a) June 28, 2010, (b) the latest Scheduled
Commitment Facility Termination Date for any Lender Group, (c) the date
that the Facility Termination Date is declared or automatically occurs pursuant
to Clause 7.1(Trigger Events) or Clause 7.2 (Facility Termination Events), (d) any Monthly
Settlement Date specified by the Servicer or the Parent on not less than 30
days (or such shorter period as the Agents may agree, acting reasonably) prior
written notice to the Administrative Agent and each Funding Agent and (e) if
Borrower’s Net Worth is less than the Required Capital Amount, any Business Day
specified by Parent on not less than three (3) Business Days prior written
notice that Borrower may no longer borrow under the Intercompany Note.


 


“Facility Termination Event” has the
meaning specified in Clause 7.2 (Facility Termination
Events).


 


“Fee Letter” has the meaning specified
in Clause 2.4(c) (Interest and Fees).


 


“Fees” means the fees payable pursuant
to any Fee Letter.


 


“Final Payout Date” means the date after
the Facility Termination Date on which all the Transaction Party Obligations
have been irrevocably reduced to zero by payment in full in cash.


 


“Finance Charges” means, with respect to
a Receivable, any finance, interest, late payment or similar charges owing by
an Obligor in respect of such Receivable pursuant to the related Contract.


 


“Fiscal Month” means the applicable
fiscal month listed on Schedule 8 hereto (Fiscal Months).


 


“Fitch” means Fitch, Inc.


 


“Force Majeure Event” means, with
respect to a Person, riots, acts of God or the public enemy, strikes,
communication line failures, computer viruses, acts of war, acts of terrorists,
epidemics, fire, equipment or power failures, flood, embargoes, weather,
earthquakes or other events beyond the control of such Person.


 


“Foreign Lender” shall mean any Lender
that is organized under the laws of a jurisdiction other than the United States
of America, or any state or governmental unit therein.


 


“Funding Agent”  means,
with respect to any Lender Group, the Person identified as the “Funding Agent”
for such Lender Group on Schedule 1 (Lender Groups),
together with any successor thereto in such capacity appointed pursuant to
Clause 9 (The Funding


 


23
















 


Agents) and any Person that becomes a Funding
Agent for a new Lender Group pursuant to Clause 11.3(i) (New Lender Groups).


 


“Funding Agent’s Account” means, with
respect to any Funding Agent, the account of such Funding Agent identified on
Schedule 1 (Lender Groups), or such other account as
such Funding Agent may designate in writing to the Borrower, the Servicer and
the Administrative Agent.


 


“GAAP”  means,
with respect to any Person, generally accepted accounting principles applicable
to such Person (including generally accepted accounting principles applicable
to such Person by Law) or the consolidated group of which such Person is a
member.


 


“Hedge Agreements” means interest rate
swap, cap or collar agreements, interest rate future or option contracts, currency
swap agreements, currency future or option contracts and other similar
agreements.


 


“Incremental Borrowing” has the meaning
specified in Clause 2.1(a) (The Loans).


 


“Incremental Borrowing Date” has the
meaning specified in Clause 2.2(a)(i) (Incremental Borrowing
Request).


 


“Incremental Borrowing Request” has the
meaning specified in Clause 2.2(a)(i) (Incremental Borrowing
Request).


 


“Indebtedness” of any Person means,
without duplication, (a) all indebtedness of such Person for borrowed
money, (b) all payment obligations of such Person for the deferred
purchase price of property or services (other than trade payables not overdue
by more than 120 days incurred in the ordinary course of such Person’s
business), (c) all payment obligations of such Person evidenced by notes,
bonds, debentures or other similar instruments, (d) all Purchase Money
Obligations, Capitalized Lease Obligations, Attributable Debt and under
synthetic, off-balance sheet or tax retention leases (excluding, however,
operating leases), (e) all payment obligations, contingent or otherwise,
of such Person in respect of acceptances, standby letters of credit or similar
extensions of credit, (f) all net payment obligations of such Person in
respect of Hedge Agreements,  (g) all
payment obligations outstanding to Persons that are not Affiliates of Borrower
in connection with a Receivables Facility, (h) all Indebtedness of others
referred to in clauses (a) through (g) above or clause (i) below
(collectively, “Guaranteed Debt”) guaranteed directly
or indirectly in any manner by such Person, or in effect guaranteed directly or
indirectly by such Person, through an agreement (1) to pay or purchase
such Guaranteed Debt or to advance or supply funds for the payment or purchase
of such Guaranteed Debt, (2) to purchase, sell or lease (as lessee or
lessor) property, or to purchase or sell services, primarily for the purpose of
enabling the debtor to make payment of such Guaranteed Debt or to assure the
holder of such Guaranteed Debt against loss in respect of such Guaranteed Debt,
(3) to supply funds to or in any other manner invest funds in the debtor
(including any agreement to pay for property or services irrespective of
whether such property is received or such services are rendered) or (4) otherwise
to assure a creditor against loss in respect of such Guaranteed Debt and 


 


24

















 


(i) all Indebtedness referred to in clauses (a) through (h) above
(including Guaranteed Debt) secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Adverse Claim on property (including, without limitation, accounts and
contract rights) owned by such Person, even though such Person has not assumed
or become liable for the payment of such Indebtedness; provided that, if such
Person has not assumed or otherwise become liable in respect of such
Indebtedness, such obligations shall be deemed to be in an amount equal to the
lesser of (i) the amount of such Indebtedness and (ii) fair market
value of such property at the time of determination (in the Borrower’s good
faith estimate). The amount of any Guaranteed Debt shall be deemed to be an
amount equal to the lesser of (a) the stated or determinable amount of the
primary obligation in respect of which such Guaranteed Debt is made and (b) the
maximum amount for which such guaranteeing Person may be liable pursuant to the
terms of the instrument embodying such Guaranteed Debt, unless such primary
obligation and the maximum amount for which such guaranteeing Person may be
liable are not stated or determinable, in which case the amount of the
Guaranteed Debt shall be such guaranteeing Person’s reasonably anticipated
liability in respect thereof as determined by Tribune in good faith.
Notwithstanding anything to the contrary, Tribune’s obligation to pay Dividends
to the ESOP pursuant to Section 6.3(a)(3) of the ESOP Purchase
Agreement shall not constitute Indebtedness.


 


“Indemnified Amounts” has the meaning
specified in Clause 10 (Indemnities by the
Borrower).


 


“Indemnified Party” has the meaning
specified in Clause 10 (Indemnities by the
Borrower).


 


“Indemnified Taxes” means Taxes other
than Excluded Taxes.


 


“Independent Director” shall mean a
member of the board of directors of Borrower who is not at such time, and has
not been at any time during the preceding five (5) years, (A) a
director, officer, employee or affiliate of Borrower, any Originator, or any of
their respective Subsidiaries or Affiliates, or (B) the beneficial owner
(at the time of such individual’s appointment as an Independent Director or at
any time thereafter while serving as an Independent Director) of any of the
outstanding Equity Interests of Borrower, any Originator, or any of their
respective Subsidiaries or Affiliates.


 


“Insolvency Law” means any Law relating
to bankruptcy, insolvency, administration, receivership, examination,
administrative receivership, reorganization, winding up or composition,
moratorium or adjustment of debts or the rights of creditors generally (whether
by way of voluntary arrangement or otherwise).


 


“Intercompany Note” has the meaning
specified in the Receivables Purchase Agreement.


 


25

















 




	
  “Interest” means, for any Tranche and any Tranche Period,
  the sum of:

  
	
   

  	
   

  	
   

  
	
   

  	
  (a) for
  each day during such Tranche Period of the following:

  






 





 




	
   

  	
  plus

  	
   

  
	
   

  	
   

  
	
   

  	
  (b) the
  Liquidation Fee, if any, for such Tranche for such Tranche Period 

  
	
   

  	
   

  	
   

  
	
  where:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  IR

  	
  =

  	
  the Interest
  Rate for such Tranche for such day;

  
	
   

  	
   

  	
   

  
	
  PB

  	
  =

  	
  the
  Principal Balance of such Tranche on such day; and

  
	
   

  	
   

  	
   

  
	
  Y

  	
  =

  	
  (a) in
  the case of any Tranche for which the Interest Rate is based on the Base Rate
  (other than the Default Rate), 365 or 366, as applicable, and (b) in the
  case of any other Tranche, including any tranche for which the Interest Rate
  is based on the Default Rate, 360;

  






 


provided, that no provision of this Agreement shall require the payment
or permit the collection of Interest in excess of the maximum permitted by
applicable Law; and provided further that Interest for any Tranche shall not be
considered paid by any distribution to the extent that at any time all or a
portion of such distribution is rescinded or must otherwise be returned for any
reason.


 


“Interest Rate” means, with respect to
any Tranche for any day (a) if such Tranche is funded on such day by a
Conduit Lender through the issuance of Commercial Paper, the CP Rate and (b) otherwise,
the Alternate Rate; provided that, and notwithstanding anything herein to the
contrary, at all times that a Trigger Event or Facility Termination Event has
occurred and is continuing the Interest Rate for all Tranches shall be an
interest rate per annum equal to the Default Rate.


 


“Interim Period” shall mean a period
beginning on and including one Business Day (commencing with the Closing Date)
and ending on and excluding the next Business Day.


 


“Interim Report” means a report
furnished by the Servicer pursuant to Clause 2.3 (Reporting
requirements) of the Servicing Agreement substantially in the form
attached as Exhibit A-2 (Form of Interim
Report) to the Servicing Agreement.


 


“Interim Settlement Date” means the
second Business Day immediately following the end of each Interim Period.


 


“IRC” means the Internal Revenue Code of
1986, as amended, and the regulations promulgated thereunder.


 


26

















 


“Joinder Agreement” means an agreement
substantially in the form of Exhibit C (Form of
Joinder Agreement) pursuant to which a new Lender Group is established
hereunder pursuant to Clause 11.3(i) (New Lender Groups).


 


“Law” means any law (including common
law), constitution, statute, treaty, regulation, rule, ordinance, order,
injunction, writ, decree or award of any Official Body.


 


“Lender Group” means a group consisting
of one or more Conduit Lenders, one or more Committed Lenders and a Funding
Agent for such Lenders, as specified on Schedule 1 (Lender
Groups) or in the Joinder Agreement pursuant to which such Lender
Group is established pursuant to Clause 11.3(i) (New Lender
Groups).


 


“Lender Group Limit” means, with respect
to any Lender Group, the aggregate Conduit Lending Limit(s) of the Conduit
Lender(s) in such Lender Group.


 


“Lender Group Percentage” means, for any
Lender Group, its Class A Lender Group Percentage or Class B Lender
Group Percentage, as applicable.


 


“Lender Party” has the meaning specified
in Clause 11.6(b) (Confidentiality).


 


“Lenders” means, collectively, the
Committed Lenders and the Conduit Lenders.


 


“Liquidation Fee” means for (a) any
Tranche Period held by a Conduit Lender for which Interest is computed by
reference to the CP Rate and a reduction of the Principal Balance of the
relevant Tranche is made for any reason or (b) any Tranche Period for
which Interest is computed by reference to the Eurodollar Rate and a reduction
of the Principal Balance of the relevant Tranche is made for any reason, in
each case, on any day other than the last day of such Tranche Period, the
amount, if any, by which (A) the additional Interest (calculated without
taking into account any Liquidation Fee or any shortened duration of such
Tranche Period pursuant to clause (b) of the definition thereof) which
would have accrued during such Tranche Period (or, in the case of clause (a) above,
during the period until the maturity of the underlying commercial paper
tranches) on the reductions of Principal Balance of the Tranche relating to
such Tranche Period had such reductions not occurred, exceeds (B) the
income, if any, received by the Conduit Lender or the Committed Lender which
holds such Tranche from the investment of the proceeds of such reductions of
Principal Balance.  A certificate as to
the amount of any Liquidation Fee (including the computation of such amount)
shall be submitted by the affected Conduit Lender or Committed Lender to the
Borrower and shall be conclusive and binding for all purposes, absent manifest
error.


 


“Loan” means a loan made to the Borrower
pursuant to Clause 2 (Amounts and Terms of the
Loans).


 


“Lock-Box” means each locked postal box
with respect to which a Collection Account Bank has executed an Account Control
Agreement and has been granted exclusive access for the purpose of retrieving
and processing payments made on the Receivables.


 


27

















 


“Loss and Dilution Reserve” means, on
any date, an amount equal to:


 


LDRR x NERB


 


where:


 




	
  LDRR

  	
  =

  	
  the Loss and
  Dilution Reserve Ratio on such date; and

  
	
   

  	
   

  	
   

  
	
  NERB =

  	
  the Net
  Eligible Receivables Balance at the close of business of the Servicer on such
  date.

  






 


“Loss and Dilution Reserve Ratio” means, on any day, the sum
of the Loss Reserve Ratio plus the Dilution Reserve Ratio.


 


“Loss Horizon” means, as of any Monthly
Reporting Date, the current Calculation Period and the two immediately
preceding Calculation Periods.


 


“Loss Horizon Ratio” means, as of any
Monthly Reporting Date and continuing until (but not including) the next
Monthly Reporting Date, the amount equal to (a) the aggregate amount of
all sales which gave rise to Receivables (including Unbilled Receivables) that
were generated during the Calculation Periods included in the Loss Horizon
divided by (b) the Outstanding Balance of Pool Receivables (including
Unbilled Receivables but excluding Defaulted Receivables and Diluted
Receivables) minus Unapplied Cash as of the end of the Calculation Period
immediately preceding such earlier Monthly Reporting Date.


 


“Loss Reserve Ratio” means, as of any
Monthly Reporting Date and continuing until (but not including) the next
Monthly Reporting Date, the greater of (i) 16.25% and (ii) amount
(expressed as a percentage) that is calculated as follows:


 


LRR = SF x AD x LHR


 


where:


 




	
  LRR

  	
  =

  	
  Loss Reserve
  Ratio;

  
	
   

  	
   

  	
   

  
	
  SF

  	
  =

  	
  the Stress
  Factor;

  
	
   

  	
   

  	
   

  
	
  AD

  	
  =

  	
  the “Average
  Default,” defined as the highest Three-Month Rolling Average of the Default
  Ratio that occurred during the period of 12  consecutive
  Calculation Periods immediately preceding such earlier Monthly Reporting
  Date; and

  
	
   

  	
   

  	
   

  
	
  LHR

  	
  =

  	
  the Loss
  Horizon Ratio.

  






 


“Make Good Arrangement” means any
obligation under any Contract to provide any Obligor with additional air time
for such Obligor’s advertisements due to previous viewership of such Obligor’s
advertisements failing to reach an agreed upon threshold.


 


28

















 


“Material Adverse Effect” means, with
respect to any event or circumstance, a material adverse effect, individually
or in the aggregate with other events or circumstances, on: (a) the
business, financial condition or operations of the Borrower; (b) the
business, financial condition or operations of Tribune and its Subsidiaries,
taken as a whole; (c) the ability of the Borrower to perform its
obligations under the Transaction Documents, (d) the ability of the
Transaction Parties, taken as a whole, to perform their obligations under the
Transaction Documents; (e) the status, existence, perfection or priority
of the rights, title and interest of the Borrower or the Administrative Agent,
on behalf of the Secured Parties, in and to the Pool Receivables, Collections
or Related Security related thereto or any Facility Account; or (f) the
value, validity, enforceability or collectibility (if applicable) of all or any
material portion of the Pool Receivables, Collections or Related Security
related thereto.


 


“Material Indebtedness” means
Indebtedness (other than the Loans or other Indebtedness arising pursuant to
and contemplated by the Transaction Documents) (i) of any one or more of
the Transaction Parties, other than the Borrower, in an aggregate principal
amount exceeding $75,000,000, and (ii) with respect to the Borrower, in an
aggregate principal amount exceeding $50,000  (or
the equivalent thereof in any other currency).


 


“Maturity Date” means June 28,
2010.


 


“Maximum Percentage Factor” means 100%.


 


“Measurement Period” means the period between
the end of an Interim Period and the delivery of the related Interim Report to
the Administrative Agent.


 


“Model” means a report furnished by the
Servicer pursuant to Clause 2.3 (Reporting requirements)
of the Servicing Agreement substantially in the form attached as Exhibit A-5
(Form of Model) to the Servicing
Agreement.


 


“Monthly Report” means a report
substantially in the form of, and containing the information described in, Exhibit A-1
(Form of Monthly Report) to the
Servicing Agreement duly completed and furnished by the Servicer pursuant to
Clause 2.3 (Reporting requirements) of the Servicing
Agreement and containing the certification of the Servicer.


 


“Monthly  Reporting
Date” means the Business Day immediately preceding each Monthly
Settlement Date.


 


“Monthly Settlement Date” means the
fifteenth (15th) Business Day immediately succeeding each
Calculation Period, or if that day is not a Business Day, the next following
Business Day.


 


“Moody’s” means Moody’s Investors
Service, Inc.


 


“Multiemployer Plan” means a
multiemployer plan as defined in Section 4001(a)(3) of ERISA to which
any Transaction Party or any ERISA Affiliate is making or had an 


 


29

















 


obligation to make contributions, has within any of the preceding five
plan years made or has an obligation to make contributions or with respect to
which any Transaction Party or any ERISA Affiliate could have liability.


 


“Multiple Employer Plan” means a single
employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is
maintained for employees of a Transaction Party or any ERISA Affiliate and at
least one Person other than the Transaction Party and the ERISA Affiliates or (b) was
so maintained and in respect of which a Transaction Party or any ERISA
Affiliate could have liability under Section 4064 or 4069 of ERISA in the
event such plan has been or were to be terminated.


 


“Net Eligible Receivables Balance” means
at any time an amount equal to (a) the aggregate Outstanding Balance of
Pool Receivables that qualify as Eligible Receivables at such time minus (b) the
aggregate amount for all Obligor Groups by which the Outstanding Balance of all
Eligible Receivables of each Obligor Group exceeds the Concentration Limit for
such Obligor Group at such time, minus (c) Unapplied Cash at such time.


 


“Net Worth” has the meaning specified in
the Receivables Purchase Agreement.


 


“Non-Committed Conduit Lender” means a
Conduit Lender that is not a Committed Lender.


 


“Non-Renewing Committed Lender” has the
meaning specified in Clause 2.16 (Extension of Scheduled
Commitment Facility Termination Date).


 


“Note” has the meaning given in Clause
2.2(g) (Notes).


 


“Obligor” means, with respect to any
Receivable, each Person obligated to make payments in respect of such
Receivable pursuant to a Contract.


 


“Obligor Group” means any Obligor and
all of its Affiliates.


 


“Obligor Group Rating” means, with
respect to an Obligor Group, the Debt Rating of the parent company for such
Obligor Group (which parent company may or may not be an Obligor).


 


“Official Body”  means
any government or political subdivision or any agency, authority, bureau,
central bank, commission, department or instrumentality of any such government
or political subdivision, or any court, tribunal, grand jury or arbitrator, or
any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government, or any
accounting board or authority (whether or not a part of government) which is
responsible for the establishment or interpretation of national or
international accounting principles.


 


“Organic Documents” of any Person means
its memorandum and articles of association, articles or certificate of
incorporation and by laws, limited liability agreement, 


 


30

















 


partnership agreement or other comparable charter or organizational
documents as amended from time to time.


 


“Originator Event” means an Originator
Termination Event or an event that but for notice or lapse of time or both
would constitute an Originator Termination Event;


 


“Originator Payout Date” means a “Originator
Payout Date” under, and as defined in, the Receivables Purchase Agreement.


 


“Originator Termination Date” means the “Termination
Date” under, and as defined in, the Receivables Purchase Agreement.


 


“Originator Termination Event” means an “Originator
Termination Event” under, and as defined in, the Receivables Purchase
Agreement.


 


“Originators” means Parent and the
Subsidiaries of Parent identified as sellers of Receivables to Parent under the
Receivables Purchase Agreement.


 


“Other Taxes” means any and all present
or future stamp or documentary taxes or any other excise, sales, good and
services or transfer taxes, charges or similar levies arising from any payment
made hereunder or from the execution, delivery or enforcement of, or otherwise
with respect to, any Transaction Document, in each case, other than Excluded
Taxes.


 


“Outstanding Balance” means, with
respect to any Receivable at any time, the then outstanding principal amount
thereof, excluding any Finance Charges related thereto.


 


“Outstanding Receivables Report” means a
report furnished by the Servicer pursuant to Clause 2.3 (Reporting
requirements) of the Servicing Agreement substantially in the form
attached as Exhibit A-4 (Form of Outstanding
Receivables Report) to the Servicing Agreement.


 


“Parent” has the meaning specified in
the Receivables Purchase Agreement.


 


“Participant” has the meaning specified
in Clause 11.3(f) (Participations).


 


“PBGC” means the Pension Benefit
Guaranty Corporation referred to and defined in ERISA.


 


“PDT Entity” has the
meaning specified in the Senior Credit Agreement.


 


“Percentage Factor” means (a) prior to the Class B
Addition Date, the Class A Percentage Factor and (b) if the Class B
Addition Date has occurred, the higher of (i) the Class A Percentage
Factor and (ii) the Class B Percentage Factor.


 


“Permitted Investments”  means, with respect to any Borrower Account, any of the
following investments denominated and payable solely in U.S. Dollars:  (a) readily marketable debt securities
issued by, or the full and timely payment of which is 


 


31

















 


guaranteed by the full faith and credit of, the United States of
America, (b) insured demand deposits, time deposits and certificates of
deposit of any Eligible Account Bank that is organized under the laws of the United
States of America, (c) repurchase obligations with a term of not more than
30 days for underlying securities of the types described in clause (a) above
entered into with a bank meeting the qualifications described in clause (b) above,
(d) money market funds rated in the highest ratings category by each of
Moody’s and S&P (which rating, in the case of S&P, shall be AAA and
shall not have the “r” symbol attached to such rating and, in the case of Moody’s
“P-1” or “Aaa” and “MR1+”), (e) commercial paper of any corporation
incorporated under the laws of the United States of America or any political
subdivision thereof, provided that such commercial paper is rated at least A-1
(and without any “r” symbol attached to any such rating) by S&P and at
least Prime-1 by Moody’s, (f) cash, and (g) such other investments as
are approved by the Funding Agents.


 


“Permitted Transferee” means (i) any
direct or indirect Affiliate of EGI-TRB, L.L.C., Equity Group Investments,
L.L.C. or Zell, (ii) any direct or indirect member of EGI-TRB, L.L.C. and
any direct or indirect Affiliate thereof, (iii) Zell or his spouse, lineal
ancestors and descendants (whether natural or adopted), or (iv) any trust
or retirement account primarily for the benefit of Zell and/or his spouse, lineal
ancestors and descendants, any entity formed and wholly owned by any such trust
or retirement account and any private foundation formed by Zell and/or any one
or more of his descendants.


 


“Person” means an individual,
partnership, corporation (including a business trust), limited liability
company, joint stock company, trust, unincorporated association, joint venture,
Official Body or any other entity.


 


“Plan” means a Single Employer Plan or a
Multiple Employer Plan.


 


“Pooled Commercial Paper” means Commercial
Paper notes of a Conduit Lender subject to any particular pooling arrangement
by the Conduit Lender (and which may also be allocated in part to the funding
of other assets of such Conduit Lender and which Commercial Paper notes need
not mature on the last day of any Tranche Period), but excluding Commercial
Paper issued by the Conduit Lender of a tenor and in an amount specifically
requested by any Person in connection with any agreement effected by the
Conduit Lender.


 


“Pool Receivable” means any Receivable
(other than a Receivable that has been repurchased or retransferred to an
Originator pursuant to, and in accordance with, the Transaction Documents)
which has been sold, contributed or otherwise assigned (or purported to be
sold, contributed or otherwise assigned) by an Originator to the Parent (if
applicable) and to the Borrower pursuant to the Receivables Purchase Agreement.


 


“Portfolio Report” means any Monthly
Report or Interim Report.


 


“Potential Facility Termination Event”
means an event that but for notice or lapse of time or both would constitute a
Facility Termination Event.


 


32

















 


“Potential Trigger Event” means an event
that but for notice or lapse of time or both would constitute a Trigger Event.


 


“Potential Servicer Default” means an
event that but for notice or lapse of time or both would constitute a Servicer
Default.


 


“Principal Balance” means, with respect
to any Tranche, the original principal amount of any Loan made hereunder that
has been allocated to such Tranche pursuant to Clause 2.10 (Tranches), as such amount may be divided or combined in
accordance with such Clause, in each case as reduced from time to time by
Collections or other payments received by the applicable Lender(s) holding
such Tranche, on account of the Principal Balance of such Tranche; provided
that if such Principal Balance shall have been reduced by any distribution and
thereafter all or a portion of such distribution is rescinded or must otherwise
be returned for any reason, such Principal Balance shall be increased by the
amount of such rescinded or returned distribution, as though it had not been
received by such Lender(s).


 


“Pro Forma Reserves” means, on any date
of determination, an amount calculated in the same manner as Total Reserves,
except that for purposes of such calculation the Stress Factor would be a
percentage agreed in writing by the Borrower and the Class B Lenders prior
to the Class B Addition Date.


 


“Program Manager”  means,
with respect to a Conduit Lender, the Person (if any) identified on Schedule 1
(Lender Groups) as the “Program Manager”
for such Conduit Lender.


 


“Program Support Agreement” means and
includes any agreement entered into by any Program Support Provider providing
for the issuance of one or more letters of credit for the account of a Conduit
Lender, the issuance of one or more surety bonds for which such Conduit Lender
is obligated to reimburse the applicable Program Support Provider for any
drawings thereunder, the sale by such Conduit Lender to any Program Support
Provider of the Loans funded by such Conduit Lender (or portions thereof or
participations therein) and/or the making of loans, other extensions of credit
to, and/or investments in, such Conduit Lender in connection with such Conduit
Lender’s commercial paper program, together with any letter of credit, surety
bond, swap, note, equity security, or other instrument issued thereunder.


 


“Program Support Provider” means, with
respect to any Conduit Lender, each Committed Lender with respect to such
Conduit Lender and any other Person now or hereafter extending credit, or
having a commitment to extend credit to or for the account of, or to make
purchases from, or to make investments in, such Conduit Lender or issuing a
letter of credit, surety bond, swap, note, equity security or other instrument
to support any obligations arising under or in connection with such Conduit
Lender’s securitization program.


 


“Pro Rata Share” means, for any
Committed Lender in any Lender Group, (a) the Commitment of such Committed
Lender, divided by the sum of the Commitments of all 


 


33

















 


Committed Lenders in such Lender Group and (b) after the
Commitments of all the Committed Lenders in such Lender Group have been
terminated, the outstanding principal amount of the Loans funded by such
Committed Lender, divided by the outstanding principal amount of the Loans
funded by all the Committed Lenders in such Lender Group.


 


“Publishing AR” means Receivables owed to
the Originators listed on Schedule 11 (Publishing Originators)
and any other Originator identified as an Originator of Publishing AR in
connection with its addition to the Receivables Purchase Agreement pursuant to
Clause 11.14 (Limitation on Addition and Termination of
Originators).


 


“Purchase Money Obligation” shall mean,
for any Person, the obligations of such Person in respect of Indebtedness
(including Capitalized Lease Obligations) incurred for the purpose of financing
all or any part of the purchase price of any property (including Equity
Interests of any Person) or the cost of installation, construction or
improvement of any property and any refinancing thereof; provided, however,
that (i) such Indebtedness is incurred within one year after such acquisition,
installation, construction or improvement of such property by such Person and (ii) the
amount of such Indebtedness does not exceed 100% of the unamortized cost of
such acquisition, installation, construction or improvement, as the case may
be.


 


“Qualified Purchaser” means a “qualified
purchaser” as defined in Section 2(a)(51) the Investment Company Act of
1940, as amended.


 


“Rate Type” means the Eurodollar Rate,
the Base Rate or the CP Rate.


 


“Rating Agencies”  shall
mean on any date of determination the rating agencies then rating Commercial
Paper at the request of any Conduit Lender.


 


“Receivable” means any indebtedness and
other obligations owed to any Originator or any right of any Originator to
payment from or on behalf of an Obligor, or any right to reimbursement for
funds paid or advanced by any Originator on behalf of an Obligor (whether or
not yet billed to such Obligor) constituting an account, chattel paper, payment
intangible, instrument or general intangible, however arising (whether or not
earned by performance), and includes, without limitation, the obligation to pay
any Finance Charges, fees and other charges with respect thereto.  Indebtedness and other rights and obligations
arising from any one transaction, including, without limitation, indebtedness
and other obligations represented (or, in the case of Unbilled Receivables, to
be represented) by an individual invoice or ledger entry, shall constitute a
Receivable separate from a Receivable consisting of the indebtedness and other rights
and obligations arising from any other transaction; provided, that any
indebtedness, rights or obligations referred to in the immediately preceding
sentence shall be a Receivable regardless of whether the account debtor or
Borrower treats such indebtedness, rights or obligations as a separate payment
obligation.


 


“Receivables Facility” one or more
receivables financing facilities, in each case, as amended, supplemented,
modified, extended, renewed, restated, refunded, replaced or 


 


34

















 


refinanced from time to time, the Indebtedness of which is non-recourse
(except for Standard Receivables Facility Undertakings) to Tribune and its
Subsidiaries, other than any Receivables Subsidiary, pursuant to which Tribune
or any of its Subsidiaries sells its accounts, payment intangibles and related
assets to either (a) a Person that is not a Senior Credit Agreement
Guarantor or (b) a Receivables Subsidiary.


 


“Receivables Facility Repurchase Obligation”
means any obligation of Tribune or a Subsidiary that is a seller of assets in a
Receivables Facility to repurchase the assets it sold thereunder as a result of
a breach of a representation, warranty or covenant or otherwise, including as a
result of a receivable or portion thereof becoming subject to any asserted
defense, dispute, offset or counterclaim of any kind as a result of any action
taken by, any failure to take action by or any other event relating to the
seller.


 


“Receivables Purchase Agreement” means
the Receivables Purchase Agreement, dated the Closing Date, among the
Originators, the Servicer and the Borrower.


 


“Receivables Subsidiary” means any
Subsidiary formed solely for the purpose of engaging, and that engages only, in
one or more Receivables Facilities.


 


“Register” has the meaning specified in
Clause 11.3(d) (Register).


 


“Related Security”  means,
with respect to any Receivable, all of the Originators’, or Borrower’s, as
applicable, right, title and interest in, to and under:


 




	
  (a)

  	
  all security interests, reservations of
  ownership, liens or other Adverse Claims and property subject thereto from
  time to time purporting to secure payment of such Receivable, whether
  pursuant to the Contract related to such Receivable or otherwise, together
  with all financing statements, registrations, hypothecs, charges or other
  similar filings or instruments against an Obligor and all security agreements
  describing any collateral securing such Receivable;

  
	
   

  	
   

  
	
  (b)

  	
  all guarantees, default swaps, insurance
  and other agreements or arrangements of whatever character from time to time
  supporting or securing payment of such Receivable whether pursuant to the
  Contract related to such Receivable or otherwise; provided, that it is
  understood and agreed that any amounts received by any Transaction Party in
  respect of, or otherwise in connection with, such guarantee or other
  agreement or arrangement or credit or other insurance shall constitute
  “Related Security” for all purposes of the Transaction Documents, including
  any obligation of any Transaction Party under the Transaction Documents to
  promptly deposit amounts received in respect of Collections to a Facility
  Account;

  
	
   

  	
   

  
	
  (c)

  	
  all other documents, purchase orders,
  invoices, agreements, books, records and other information (but excluding computer
  programs, tapes, discs, punch cards, data processing software, storage media
  and any license related thereto) to the extent relating to such Receivable,
  the applicable Contract and the related Obligor;

  






 


35

















 




	
  (d)

  	
  all Contracts or other agreements or
  documents to the extent that they evidence or secure such Receivable;

  
	
   

  	
   

  
	
  (e)

  	
  all of the Borrower’s right, title and
  interest in, to and under the Transaction Documents with respect to the
  obligations of, and claims against, other Transaction Parties; and

  
	
   

  	
   

  
	
  (f)

  	
  all Collections and other proceeds of the
  foregoing.

  






 


“Repeat Advance” has the meaning
specified in Clause 2.6(b)(v) (Application of Collections
prior to Facility Termination Date).


 


“Repeat Advance Date” has the meaning
specified in Clause 2.3(b) (Payments Generally).


 


“Reportable Event” means with respect to
a Plan an event described in Section 4043 of ERISA or the regulations
issued thereunder (other than an event for which the 30-day notice period is
waived).


 


“Reporting Date” means any date on which
a Portfolio Report is delivered or required to be delivered by the Servicer
pursuant to Clause 2.3 (Reporting Requirements)
of the Servicing Agreement.


 


“Required Capital Amount” has the
meaning set forth in the Receivables Purchase Agreement.


 


“Required Funding Agents” means (a) if
there are two or fewer Funding Agents, each Funding Agent, except in the case
of the declaration of the Facility Termination Date, in which case the “Required
Funding Agents” shall be either Funding Agent, and (b) if there are three
or more Funding Agents, (i) prior to the payment in full of the Class A
Loans, the Funding Agents representing Lender Groups holding 50% of the Class A
Commitments or, for purposes of Article VII, Funding Agents that
represented 50% of the Class A Commitments immediately prior to such
termination and (ii) at or after the Class B Addition Date, Funding
Agents representing Lender Groups holding 50%  of
the Class B Commitments or, for purposes of Article VII, Funding
Agents that represented 50% of the Class B Commitments immediately prior
to such termination; provided that, in each case if the Scheduled Commitment
Facility Termination Date has occurred with respect to a Committed Lender, for
purposes of this definition and Clause 11.1 (Amendments,
Etc.) such Committed Lender shall be deemed to have a Class A
Commitment or Class B Commitment, as applicable, equal to the sum of the
outstanding Principal Balance of its Class A Loans or Class B Loans,
respectively.


 


“Responsible Officer” means, with
respect to any Transaction Party, the manager, the president, any vice
president, a director, any duly authorized officer, the chief financial
officer, the treasurer, the controller, the general counsel or in-house counsel
having responsibility for administering the Transaction Documents, or, to the
extent any of the foregoing are not recognized in a jurisdiction, the
equivalent thereof in such jurisdiction, 


 


36

















 


of such Transaction Party or any senior individual nominated by such
Transaction Party as a Responsible Officer and promptly notified to each
Funding Agent in writing.


 


“Restricted Payments” has the meaning
specified in Clause 5.1(m) (Distributions, etc.).


 


“S&P” means Standard & Poor’s
Rating Services, a division of McGraw-Hill Companies, Inc.


 


“Sale and Lease-Back Transaction” means
any arrangement with any Person providing for the leasing by Tribune or any
Subsidiary of any real or tangible personal property, which property has been
or is to be sold or transferred by Tribune or such Subsidiary to such Person in
contemplation of such leasing.


 


“Scheduled Commitment Facility Termination Date”
means the day falling two years after the Closing Date, as the same may be
extended from time to time pursuant to Clause 2.16 (Extension of
Scheduled Commitment Facility Termination Date).


 


“Secured Obligations” means all
Transaction Party Obligations of the Borrower and all other obligations
described as Secured Obligations under the Security Agreement.


 


“Secured Parties” means, collectively,
the Lenders, each Agent and each other Indemnified Party.


 


“Security Agreement” means the Security
Agreement, dated the Closing Date, between the Borrower and the Administrative
Agent.


 


“Security Documents” means the Security
Agreement, each Account Control Agreement, and each other security agreement,
assignment or other analogous agreement executed or delivered from time to time
by the Borrower or any Transaction Party pursuant to, or in connection with,
the transaction contemplated by the Transaction Documents.


 


“Segment Percentage” means, as of any
Monthly Reporting Date, (a) with respect to the Broadcast AR, a fraction,
the numerator of which is the Outstanding Balance of the Broadcast AR and the
denominator of which is the Outstanding Balance of all Pool Receivables, in
each case determined as of the last day of the immediately prior Calculation
Period, and (b) in the case of the Publishing AR, a fraction, the
numerator of which is the Outstanding Balance of the Publishing AR and the
denominator of which is the Outstanding Balance of all Pool Receivables, in
each case as of the last day of the prior Calculation Period.


 


“Senior Credit Agreement” means that
certain Credit Agreement, dated as of May 17, 2007, among Tribune,
each lender from time to time party thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent, Merrill Lynch Capital Corporation, as Syndication Agent,
Citicorp North America, Inc., and Bank of America, N.A., as Co-Documentation
Agents, and J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Citigroup Global Markets Inc. and Banc of America
Securities LLC as Joint Lead Arrangers and Joint Bookrunners, as amended by
that certain Amendment


 


37
















 


No. 1 dated June 4, 2007, and as such may be further amended,
supplemented, amended and restated or otherwise modified from time to time.


 


“Senior Credit Agreement Guarantor”
means each entity that is named as a “Guarantor” under the terms of the Senior
Credit Agreement.


 


“Senior Credit Agreement Rate” means, at
any time, the highest default rate at which interest is calculated in
accordance with the Senior Credit Agreement, which rate as of the Closing Date
is set forth in Section 2.07(b) of the Senior Credit Agreement.


 


“Servicer” means at any time the Person
then authorized pursuant to Clause 2.1 (Designation of Servicer;
Power of Attorney) of the Servicing Agreement to administer and
collect the Receivables.


 


“Servicer Default” has the meaning
specified in Clause 2.9 (Servicer Default)
of the Servicing Agreement.


 


“Servicer Parties” means, collectively,
the Servicer and the Sub-Servicers.


 


“Servicing Agreement”  means the Servicing Agreement, dated the Closing Date among
the Servicer, the Borrower, the Sub-Servicers and the Administrative Agent.


 


“Servicing Fee” has the meaning
specified in Clause 2.4(b) (Interest and Fees).


 


“Servicing Fee Payment Date” means each
Monthly Settlement Date.


 


“Servicing Fee Percentage” means 2.0%
per annum or, following a Servicer Default and the appointment of a successor
Servicer pursuant to Clause 6 (Administration and
Collection of Receivables), such other rate per annum as may be
agreed in good faith by such successor Servicer and the Administrative Agent
(with the prior written consent of the Committed Lenders).


 


“Servicing Fee Reserve” means, on any
date, an amount equal to


 


RB x SRR


 


where:


 


	
  RB

  	
  =

  	
  the
  Outstanding Balance of Pool Receivables at the close of business of the
  Servicer on such date; and

  
	
   

  	
   

  	
   

  
	
  SRR

  	
  =

  	
  the Servicing
  Reserve Ratio on such date.

  



 


“Servicing Reserve” means the ratio
equal to the greater of (x) 0.50% and (y) the quotient of (1) the
product of (i) the Servicing Fee Percentage, (ii) the highest Three
Month Rolling Average of the Days Sales Outstanding over the prior twelve
Calculation Periods times (iii) the Stress Factor, divided by (2) 360.


 


38

















 


“Servicing Reserve Ratio” means, on any
Monthly Reporting Date and continuing until (but not including) the next
Monthly Reporting Date, and amount, expressed as a percentage, equal to the
Servicing Reserve.


 


“Settlement Date”  for
any Tranche means (a) the last day of each Tranche Period for such Tranche
and (b) on and after the occurrence of the Facility Termination Date, each
Business Day.


 


“Single Employer Plan” means a single
employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is
maintained for employees of a Transaction Party or any ERISA Affiliate and no
Person other than the Transaction Party and the ERISA Affiliates or (b) was
so maintained and in respect of which any Transaction Party or any ERISA
Affiliate could have liability, including, under Section 4069 of ERISA, in
the event such plan has been or were to be terminated.


 


“Specified Provision” means any of the
following:


 


(i)            Clause
4.1(a), (e), (h), (i), (j) or (q) (Representations
and Warranties of the Borrower) or Clause 5.1(a), (b),  (d), (i), (j)(ii), (o), (r), (v) or (x) (Covenants of the Borrower) of this Agreement;


 


(ii)           Clause
3.1(a), (e), (f), (g), (i), (j) or (h) (Representations
and Warranties of the Servicer) or Clause 4.1(a), (b), (e), (g),
(k), (l), (o), and (p)(i) (Covenants of the Servicer)
of the Servicing Agreement; or


 


(iii)          Section 3.01(a)(Corporate Existence and Power), (e)(Actions,
Suits), (f)(Material Adverse Effect),
(j)(Tax Filings), (h) (Accuracy of Information), (k)(i)(Jurisdiction
of Organization, Places of Business and Locations of Records), or (p) (Eligible Receivables) or Section 3.02(a)(Representations and Warranties of Buyer) or Section 4.01
(Compliance with Laws, Etc.), Section 4.02
(Records and Procedures), 4.05 (Extension or Amendment of Receivables and Contracts), 4.09 (Separateness), 4.10(b)(Change in Business, Credit
and Collection Policies), Section 4.12 (Taxes),
Section 4.18 (Licenses, Etc.)
of the Receivables Purchase Agreement or Section 4.20 (Performance and Compliance with Contracts and Credit and Collection
Policies).


 


“Standard Receivables Facility Undertakings”
means representations, warranties, covenants and indemnities entered into by
Tribune or any Subsidiary that Tribune has determined in good faith to be
customary in financings similar to a Receivables Facility, including, without
limitation, those relating to the servicing of the assets of a Receivables
Subsidiary, it being understood that any Receivables Facility Repurchase
Obligation shall be deemed to be a Standard Receivables Facility Undertaking.


 


“Stress Factor” means 2.5.


 


“Stop Event” has the meaning specified
in Clause 6.2(a) (Certain Rights of
Administrative Agent).


 


39

















 


“Sub-Originator” has the meaning
specified in the Receivables Purchase Agreement.


 


“Sub-Servicer” has the meaning specified
in Clause 2.5 (Sub-Servicers) of the Servicing
Agreement.


 


“Subsidiary” means, with respect to any
Person, any corporation, partnership, joint venture, limited liability company,
trust or estate or other business entity of which (or in which) more than 50%
of (a) the issued and outstanding equity having ordinary voting power to
elect a majority of the Board of Directors of such corporation (irrespective of
whether at the time equity of any other class or classes of such corporation
shall or might have voting power upon the occurrence of any contingency), (b) the
interest in the capital or profits of such limited liability company,
partnership or joint venture or (c) the beneficial interest in such trust
or estate or other business entity is at the time directly or indirectly owned
or controlled by such Person, by such Person and one or more of its other
Subsidiaries or by one or more of such Person’s other Subsidiaries, in each
case, with respect to Tribune; provided that for purposes of Clause 7.1(m) (Trigger Events) no PDT Entity (as defined in the Senior
Credit Agreement) or other entity excluded from the definition of “Subsidiary”
in the Senior Credit Agreement shall be deemed a “Subsidiary” for purposes of
the Transaction Documents.  Unless
expressly stated otherwise or the context otherwise requires, any reference to “Subsidiary”
shall mean a Subsidiary of Tribune.


 


“Supplemental Report” means any Contact
Details Report, Model or Outstanding Receivables Report.


 


“Taxes” means any and all present or
future taxes, levies, imposts, duties (including stamp duties), deductions,
charges or withholdings imposed by any Official Body.


 


“Three Month Rolling Average” means, at
any time and with respect to any ratio or other amount, the result obtained by (a) adding
such ratio or amount from each of the three most recently ended Calculation
Periods, and (b) dividing such sum by three.


 


“Total Reserves” means, at any time, an
amount equal to the sum of (a) the Loss and Dilution Reserve plus (b) the
Yield and Servicing Fee Reserve plus (c) the Commingling Reserve.


 


“Tranche” has the meaning specified in
Clause 2.10 (Tranches).


 


“Tranche Period” means, with respect to
any Tranche (a) initially the period commencing on (and including) the
applicable Incremental Borrowing Date and ending on (and including) the next
Monthly Settlement Date and (b) thereafter, each successive period
commencing on (but excluding) the last day of the immediately preceding Tranche
Period for such Tranche and ending on (and including) the next Monthly
Settlement Date; provided, however, that:


 


(i)            any
Tranche Period (other than a Tranche Period of one day) with respect to any
Tranche (other than any Tranche accruing interest at the CP Rate) which would
otherwise end on a day which is not a Business Day shall be extended to the
next 


 


40

















 


succeeding Business Day (provided, however,
that if Interest in respect of such Tranche Period is computed by reference to
the Eurodollar Rate, and such Tranche Period would otherwise end on a day which
is not a Business Day, and there is no subsequent Business Day in the same
calendar month as such day, such Tranche Period shall end on the next preceding
Business Day);


 


(ii)           in
the case of any Tranche Period of one day (A) if such Tranche Period is
the initial Tranche Period for a Tranche, such Tranche Period shall be the
applicable Incremental Borrowing Date, (B) any subsequently occurring
Tranche Period which is one day shall, if the immediately preceding Tranche
Period is more than one day, be the last day of such immediately preceding
Tranche Period and, if the immediately preceding Tranche Period is one day, be
the day next following such immediately preceding Tranche Period and (C) if
such Tranche Period occurs on a day immediately preceding a day which is not a
Business Day, such Tranche Period shall be extended to the next succeeding
Business Day;


 


(iii)          in
the case of any Tranche Period for any Tranche which commences before the
Facility Termination Date and would otherwise end on a date occurring after the
Facility Termination Date, such Tranche Period shall end on the Facility
Termination Date and the duration of each Tranche Period which commences on or
after the Facility Termination Date shall be as selected by the applicable
Funding Agent;


 


(iv)          any
Tranche Period in respect of which Interest is computed by reference to the CP
Rate may be terminated at the election of, and upon notice thereof to the
Borrower and the Servicer by, the applicable Funding Agent at any time, in
which case the Tranche allocated to such terminated Tranche Period shall be
allocated to a new Tranche Period commencing on (and including) the date of
such termination and ending on (but excluding) the next following Settlement
Date, and shall accrue Interest at the Alternate Rate; and


 


(v)           at
any time when the Base Rate shall have been in effect for a period of 3
consecutive Business Days, and the conditions set forth in clauses (a) and
(c) of the definition of Alternate Rate do not exist, each Funding Agent
shall, on behalf of the Committed Lenders in its Lender Group, upon one
Business Day’s notice to the Borrower and the Servicer (with a copy to the
Administrative Agent), select as the next succeeding Tranche Period for such
Tranche (and any subsequent Tranche Periods designated by such Funding Agent) a
period of one month during which Interest shall be computed by reference to the
Eurodollar Rate; provided, however, that prior to such selection the Servicer
may notify the applicable Funding Agent that, in view of anticipated Collections
and repayments, Interest should continue to be computed by reference to the
Base Rate.


 


“Transaction Documents” means this
Agreement, the Receivables Purchase Agreement, the Servicing Agreement, the
Security Documents, the Fee Letter and all other instruments, documents and
agreements executed and/or delivered pursuant to or in connection therewith.


 


41

















 


“Transaction Parties” means,
collectively, the Borrower, Parent, each other Originator, the Servicer (so
long as it is an Originator or an Affiliate thereof) and each Sub-Servicer (so
long as it is an Originator or an Affiliate thereof).


 


“Transaction Party Obligations” means
all present and future indebtedness and other liabilities and obligations (howsoever
created, arising or evidenced, whether direct or indirect, absolute or
contingent, or due or to become due) of the Borrower or any other Transaction
Party to the Secured Parties arising under or in connection with this Agreement
or any other Transaction Document or the transactions contemplated hereby or
thereby, and shall include the aggregate Principal Balance of the Loans,
Interest accrued and to accrue to maturity with respect to all Tranche Periods
at such time, Fees, and all other amounts owed and payable (whether or not due
and payable) by the Borrower or any other Transaction Party under or in
connection with this Agreement or any other Transaction Document (whether in
respect of fees, expenses, indemnifications, breakage costs, increased costs or
otherwise), including interest, fees and other obligations that accrue after
the commencement of any bankruptcy, insolvency or similar proceeding with
respect to any Transaction Party (in each case whether or not allowed as a
claim in such proceeding).


 


“Transition Exceptions” means those
certain exceptions to the requirements of the Transaction Documents with
respect to Facility Accounts listed on Schedule 9 (Transition
Exceptions) hereto and in effect for the period specified in such
Schedule 9.


 


“Tribune” means Tribune Company, a
corporation organized under the laws of the State of Delaware.


 


“Trigger Event” has the meaning
specified in Clause 7.1 (Trigger Events).


 


“UCC” means the Uniform Commercial Code
as from time to time in effect in the applicable jurisdiction or jurisdictions.


 


“Unapplied Cash” means, at any time,
Collections that have been received by or on behalf of the Borrower or the
Servicer but have not yet been applied to the reduction of the Outstanding
Balance of a Receivable.


 


“Unbilled Receivable” means a Receivable
that has not yet been billed to the related Obligor.


 


“Unpaid Balance” means, with respect to
any Receivable at any time, the unpaid amount of such Receivable at such time,
excluding any Finance Charges.


 


“U.S.” means the United States of
America.


 


“U.S. Dollars” and “$”  each mean the lawful currency of the United States of
America.


 


“Voting Stock” means capital stock
issued by a corporation, or equivalent interests in any other Person, the
holders of which are ordinarily, in the absence of contingencies, entitled to
vote for the election of directors (or Persons performing similar functions) of



 


42

















 


such Person, even if the right so to vote has been suspended by the
happening of such a contingency.


 


“Yield Fee Reserve” means, on any date,
an amount equal to


 


AC x YRR


 


where:


 


	
  AC

  	
  =

  	
   

  	
  the
  Aggregate Commitment at the close of business of the Servicer on such date;
  and

  
	
   

  	
   

  	
   

  	
   

  
	
  YRR

  	
  =

  	
   

  	
  the Yield
  Reserve Ratio on such date.

  



 


“Yield Reserve Ratio” means, on any
Monthly Reporting Date and continuing until (but not including) the next
Monthly Reporting Date, an amount, expressed as a percentage, equal to the sum
of the Yield Reserve.


 


“Yield Reserve” means the ratio equal to
the greater of (x) 1.00% and (y) an amount equal to:


 


YR = [(1.5xER) + 3%] x HDSO x SF
                 360


 


Where:


 


	
  YR

  	
  =

  	
   

  	
  Yield
  Reserve;

  
	
   

  	
   

  	
   

  	
   

  
	
  ER

  	
  =

  	
   

  	
  the
  Eurodollar Rate in effect on the most recent Monthly Reporting Date;

  
	
   

  	
   

  	
   

  	
   

  
	
  HDSO

  	
  =

  	
   

  	
  the highest
  Three Month Rolling Average of Days Sales Outstanding during the prior twelve
  Calculation Periods; and

  
	
   

  	
   

  	
   

  	
   

  
	
  SF

  	
  =

  	
   

  	
  the Stress
  Factor.

  



 


“Yield and Servicing Fee Reserve” means,
on any date, the sum of the Yield Fee Reserve and the Servicing Fee Reserve on
such date.


 


“Zell” means Samuel Zell, a natural
person.


 


“Zell Obligor Group” means that Obligor
Group consisting of all Obligors that are Affiliates of Zell, and all of their
respective Affiliates, but excluding (i) Tribune or its direct and
indirect subsidiaries and (ii) any joint venture to which Tribune or any
of its direct or indirect subsidiaries is a party.


 


1.2           Other Terms


 


All terms defined directly or by incorporation herein shall have the
defined meanings when used in any certificate or other document delivered
pursuant hereto unless 


 


43

















 


otherwise defined therein. For purposes of this Agreement and all such
certificates and other documents, unless the context otherwise requires: (a) accounting
terms not otherwise defined herein, and accounting terms partly defined herein
to the extent not defined, shall have the respective meanings given to them
under, and shall be construed in accordance with, GAAP; (b) references to
any amount as on deposit or outstanding on any particular date means such
amount at the close of business on such day; (c) the words “hereof,” “herein”
and “hereunder” and words of similar import refer to this Agreement (or the
certificate or other document in which they are used) as a whole and not to any
particular provision of this Agreement (or such certificate or document); (d) references
to any Clause, Schedule or Exhibit are references to Clauses, Schedules
and Exhibits in or to this Agreement (or the certificate or other document in
which the reference is made) and references to any paragraph, subsection,
clause or other subdivision within any Clause or definition refer to such
paragraph, subsection, clause or other subdivision of such Clause or
definition; (e) the term “including” means “including without limitation”;
(f) references to any Law refer to that Law as amended or re-enacted from
time to time and include any successor Law; (g) references to any
agreement refer to that agreement as from time to time amended, supplemented or
novated or as the terms of such agreement are waived or modified in accordance
with its terms; (h) references to any Person include that Person’s
successors and permitted assigns; (i) references to “setoff” shall include
analogous rights under applicable Law, (j) headings are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof; (k) references to the term “continuing,” in respect
of a Trigger Event, Potential Trigger Event, Facility Termination Event,
Potential Facility Termination Event, Servicer Default or Potential Servicer
Default shall be construed as a reference to the relevant event which has not
been remedied or waived in accordance with the relevant Transaction Document; (l) where
in any Transaction Document there is an obligation to “perfect” a transfer,
assignment, charge or other transaction, that shall be construed as an
obligation to take all steps necessary in the relevant jurisdiction to perfect
the transaction and any reference to “perfected” shall be construed accordingly
(provided that nothing in this sub-clause (l) shall limit the obligation
of any Transaction Party to give any such notice to an Obligor where and in the
circumstances expressly required by the provisions of the Transaction
Documents); (m) without prejudice to any provision in this Agreement or in
any other Transaction Document which requires the consent, approval,
authorization, assent or confirmation from the Administrative Agent (whether on
its own behalf or on behalf of the Required Funding Agents or any other
Person), in the event that any Transaction Party receives instructions from a
Secured Party which, in the determination of such Transaction Party, conflict
with or otherwise contradict instructions received by such Transaction Party from
another Secured Party (which instructions shall be in respect of the same
matter or thing), such Transaction Party shall promptly (and in any event
within one Business Day) request further instructions with respect to such
matter or thing from the Administrative Agent and shall treat the
Administrative Agent’s instructions as conclusive and determinative with
respect to such matter or thing and (n) after the Originator Payout Date
with respect to any Originator, that Originator will no longer be treated as an
Originator for purposes of this Agreement or the other Transaction Documents,
except for purposes of any provisions of the 


 


44

















 


Transaction Documents which by their terms survive any termination of
such Transaction Documents.


 


1.3           Computation of Time Periods


 


Unless otherwise stated in this Agreement, in the computation of a
period of time from a specified date to a later specified date, the word “from”
means “from and including,” the words “to” and “until” each means “to but
excluding,” and the word “within” means “from and excluding a specified date
and to and including a later specified date.”


 


1.4           Addition of Class B


 


On the Closing Date, the Committed Lenders in the Funding Groups shall
have only Class A Commitments. 
Subject to such terms and conditions as the Borrower and the
Administrative Agent may agree on a subsequent date, one or more Funding Groups
with Class B Commitments may become party to this Agreement; provided
that nothing herein shall require either such party to agree to such
inclusion.  The date on which the first
such Funding Group becomes party hereto is called the “Class B
Addition Date”.  All
references herein to Class A/B Ratio, Class B Commitment, Class B
Lender, Class B Loans and related terms shall apply only on and after the Class B
Addition Date.


 


2.             AMOUNTS AND TERMS OF THE LOANS


 


2.1           The Loans


 


(a)           On the terms and
subject to the conditions hereof, on the Closing Date and thereafter from time
to time prior to the Facility Termination Date, each Non-Committed Conduit
Lender may in its sole discretion and each Committed Lender shall, if it is a
Conduit Lender or, if it is a Backstop Lender, if the Non-Committed Conduit
Lender in its related Lender Group elects not to do so, make Loans to the
Borrower in an amount for each Lender Group equal to, (x) with respect to Class A
Loans, its Class A Lender Group Percentage of the amount of Class A
Loans requested by the Borrower pursuant to Clause 2.2 (Incremental
Borrowing procedures) and (y) with respect to Class B
Loans, its Class B Lender Group Percentage of the amount of Class B
Loans requested by the Borrower pursuant to Clause 2. 2 (Incremental
Borrowing procedures); provided that, after giving effect to such
Loans:


 


(i)            the
aggregate outstanding principal amount of the Loans for any Lender Group shall
not exceed its Commitment;


 


(ii)           the
aggregate outstanding principal amount of Class A Loans for any Lender
Group shall not exceed the aggregate Class A Commitments of the Lenders in
such Lender Group;


 


(iii)          the
aggregate outstanding principal amount of Class B Loans for any Lender
Group shall not exceed the aggregate Class B Commitments of the Lenders in
such Lender Group;


 


45

















 


(iv)          at
or after the Class B Addition Date, the ratio of the aggregate outstanding
principal amount of Class A Loans to that of the aggregate outstanding
principal amount of the Class B Loans shall be less than or equal to the Class A/B
Ratio;


 


(v)           the
aggregate outstanding principal amount of the Loans for all Lenders shall not
exceed the Facility Limit; and


 


(vi)          the
Percentage Factor shall not exceed the Maximum Percentage Factor.


 


If there is more than one Committed Lender in a Lender Group, each such
Committed Lender shall lend its Pro Rata Share of such Lender Group’s Class A
Lender Group Percentage of each Class A Loan and shall lend its Pro Rata
Share of such Lender Group’s Class B Lender Group Percentage of each Class B
Loan, to the extent not loaned by the related Conduit Lender. In the event that
one or more of such Committed Lenders in any such Lender Group fails to lend
such Pro Rata Share as required hereunder, each of the other non-defaulting
Committed Lenders in such Lender Group shall lend their Pro Rata Share of such
amount (without giving effect to the defaulting Committed Lender’s Commitment)
subject to the other terms and conditions hereof (including Clause 2.2(c)(iii) (Committed Lender’s Commitment)).  Each borrowing of Loans hereunder (each, an “Incremental Borrowing”) shall be in a minimum principal
amount equal to such amount as will ensure that no Lender Group’s Lender Group
Percentage of such Incremental Borrowing would be less than $1,000,000.  Unless agreed otherwise by the Borrower, the
Servicer and the Funding Agents, no more than four Incremental Borrowings shall
occur in any calendar month.  Subject to
the foregoing and to the limitations set forth herein, the Borrower may borrow,
prepay and reborrow the Loans hereunder. 
In order to fulfill the condition in clause (vi) above, the
Borrower may choose to allocate a portion of an Incremental Borrowing to a
deposit to the Cash Reserve Account (such deposit, the “Cash Reserve
Account Amount).”


 


(b)           The Borrower may, from
time to time on any Monthly Settlement Date, upon at least five (5) Business Days’ prior
written notice (or such shorter period as each Committed Lender may agree) to
each Funding Agent, elect to reduce the Facility Limit; provided, that (i) such
prior written notice should not be required in connection with a prepayment
under Clause 2.5(b) hereof (Payment and Prepayment of
Loans); (ii) that the Facility Limit may not be reduced below $150,000,000 unless the Facility Limit
is reduced to $0; and (iii) after giving effect to any such reduction and
any principal payments on such date, the Aggregate Principal Balance does not
exceed the Facility Limit.  Any such
reduction shall (i) reduce each Commitment and Lender Group Limit (and any
corresponding Conduit Lending Limit(s)) hereunder ratably in accordance with
each Lender Group’s respective Lender Group Percentages; (ii) reduce each
Committed Lender’s Commitment ratably within its Lender Group in accordance
with, each Committed Lender’s Pro Rata Share; (iii) reduce each Class A
Commitment hereunder ratably in accordance with each Lender Group’s 


 


46

















 


respective Class A
Lender Group Percentage; (iv) reduce each Class B Commitment
hereunder ratably in accordance with each Lender Group’s respective Class B
Lender Group Percentage, and (v) reduce the Class A Commitments and
the Class B Commitments proportionately according to the Class A/B
Percentage.


 


2.2           Incremental Borrowing Procedures


 


(a)           Incremental Borrowing
Request.


 


(i)            The
Borrower shall request an Incremental Borrowing hereunder by submitting (or
causing the Servicer to submit on behalf of the Borrower) to each Funding Agent
a written notice, substantially in the form of Exhibit B (Form of Incremental Borrowing Request) (each, a “Incremental Borrowing Request”) prior to 1:00 p.m. (New
York time) on the Business Day prior to the date of the proposed Incremental
Borrowing (each, a “Incremental Borrowing Date”)
or such other times agreed upon by the Borrower, the Servicer and the Agents.


 


(ii)           Each
Incremental Borrowing Request shall, among other things, (A) specify (w) the
amount of the requested Incremental Borrowing, (x) the Aggregate Principal
Balance after giving effect to such Incremental Borrowing, (y) the desired
Incremental Borrowing Date (which shall be a Business Day) and (z) the
respective amounts of Class A Loans and Class B Loans requested and (B) certify
that, after giving effect to the proposed Incremental Borrowing, the Percentage
Factor will not exceed the Maximum Percentage Factor on such Incremental
Borrowing Date.  Each Incremental
Borrowing Request shall be irrevocable and binding on the Borrower.


 


(b)           Non-Committed Conduit
Lender Acceptance or Rejection.


 


Each Funding Agent will promptly notify the Conduit Lenders in its
Lender Group of its receipt of any Incremental Borrowing Request.  If a Non-Committed Conduit Lender receives an
Incremental Borrowing Request, such Non-Committed Conduit Lender shall, if it
has elected to reject such Incremental Borrowing Request, instruct the related
Funding Agent to give notice thereof to the Borrower, the Servicer and the
Administrative Agent via telephone or facsimile by no later than the close of
business on the Business Day immediately prior to the applicable Incremental
Borrowing Date.  If a Non-Committed
Conduit Lender rejects an Incremental Borrowing Request, the related Funding
Agent shall promptly notify the related Committed Lenders of such
rejection.  Nothing herein is (or shall
be construed) as a commitment by any Non-Committed Conduit Lender to fund any
Loan through the issuance of Commercial Paper, and notwithstanding anything
herein or in any other Transaction Document to the contrary, at no time will a
Non-Committed Conduit Lender be obligated to make Loans hereunder.


 


47

















 


(c)           Committed Lender’s
Commitment.


 


(i)            If
a Non-Committed Conduit Lender rejects an Incremental Borrowing Request, any
Loan requested by the Borrower in such Incremental Borrowing Request that would
otherwise be made by such Non-Committed Conduit Lender shall be made by the
related Backstop Lenders in its Lender Group on a pro rata basis in accordance
with their respective Pro Rata Shares of such Loan.


 


(ii)           The
obligations of any Committed Lender to make Loans hereunder are several from
the obligations of any other Committed Lenders (whether or not in the same
Lender Group).  The failure of any
Committed Lender to make Loans hereunder shall not release the obligations of
any other Committed Lender (whether or not in the same Lender Group) to make
Loans hereunder, but no Committed Lender shall be responsible for the failure
of any other Committed Lender to make any Loan hereunder other than for
Committed Lenders in its same Lender Group as described in Clause 2.1 (The Loans).


 


(iii)          Notwithstanding
anything herein to the contrary, a Committed Lender shall not be obligated to
fund any Loan at any time on or after the Facility Termination Date, at any
time a Facility Event exists or
would exist after making such Loan, or if, after giving effect thereto, the
aggregate outstanding principal balance of the Loans funded by such Committed
Lender hereunder would exceed an amount equal to (A) such Committed Lender’s
Commitment less (B) such Committed Lender’s ratable share of the aggregate
outstanding principal balance of the Loans held by each Conduit Lender and
Committed Lender in such Committed Lender’s Lender Group.


 


(d)           Disbursement of Funds.


 


On each Incremental Borrowing Date, each
applicable Lender shall remit its share of the aggregate amount of the Loans
requested by the Borrower as determined above to the account of its related
Funding Agent specified therefor to such Lender by wire transfer of same day
funds.  Upon receipt of such funds, each
Funding Agent shall remit such funds as follows: (i) with respect to the
Cash Reserve Account Amount, the applicable Lender Group Percentage of the Cash
Reserve Account Amount to the Cash Reserve Account, and (ii) with respect
to the balance of the applicable Incremental Borrowing, to the account
specified by the Borrower in the relevant Incremental Borrowing Request by wire
transfer of same day funds.


 


(e)           Denomination of Loans.


 


Each Loan made by the Lenders hereunder shall
be denominated in U.S. Dollars.


 


(f)            Use of Proceeds.


 


48

















 


The Borrower shall use the proceeds of the
Loans only to (a) pay the purchase price for Receivables, pursuant to and
in accordance with the terms of the Receivables Purchase Agreement, (b) pay
transaction fees, costs and expenses incurred in connection with the
consummation of the transactions contemplated by the Transaction Documents, (c) to
make the payments to Parent in respect of the Intercompany Note or, if the
Intercompany Note has been paid in full and the Borrower’s Net Worth is not
less than Required Capital Amount, to make distributions or intercompany loans
to Parent and (d) make deposits to the Cash Reserve Account as provided
hereunder; provided, that, notwithstanding anything herein or in any other
Transaction Document to the contrary, the Borrower shall not use all or any
portion of the proceeds of any Loan to pay the purchase price for any
Receivable (i) if the most recent Interim Report has not been delivered
pursuant to and in accordance with Clause 2.3 (Reporting
requirements) of the Servicing Agreement, or (ii) that was
originated by an Originator with respect to which a Originator Termination
Event has occurred and is continuing.


 


(g)           Notes.


 


Any Lender may request that Loans made by it
be evidenced by a promissory note (each such note, a “Note”)
in substantially the form attached hereto as Exhibit F (Form of Note.) 
In such event, the Borrower shall prepare, execute and deliver to such
Lender a Note payable to the order of such Lender (or, if requested by such
Lender, to such Lender and its registered assigns) and in a form approved by
the Administrative Agent.  Thereafter,
the Loans evidenced by such Note and interest thereon shall at all times
(including after any assignment pursuant to Clause 11.3 (Assignability)
or 11.20 (Replacement of Lenders)) be represented
by one or more Notes in such form payable to the order of the payee named
therein and its registered assigns.


 


2.3           Payments Generally.


 


(a)           The Borrower shall
immediately pay to the Administrative Agent when due, in accordance with the
terms hereof, for the account of the relevant Lender Group (i) such fees
as are set forth in the Fee Letter (which fees shall be sufficient to pay all
fees owing to the Agents and Lenders), (ii) all principal of and interest
on the Loans, (or) all amounts payable as Deemed Collections, and (or) all
other amounts required to be paid to the Agents or the Lenders hereunder,
including without limitation under Clauses 2.11 (Breakage
Costs), 2.14 (Indemnity for Reserves and
Expenses), 2.15 (Indemnity for Taxes),
10 (Indemnities by the Borrower) and 11.4 (Costs and Expenses). 
If any Person fails to pay any such secured Transaction Party
Obligations when due, such Person agrees to pay, on demand, interest at the
Default Rate in respect thereof until paid. 
Notwithstanding the foregoing, no provision of this Agreement or the Fee
Letter shall require the payment or permit the collection of any amounts
hereunder in excess of the maximum permitted by applicable law.  If at any time the Borrower receives any
Collections or is deemed to receive any Collections, the Borrower shall
immediately pay such Collections or Deemed Collections to the Servicer for 


 


49

















 


application in
accordance with the terms and conditions hereof and, at all times prior to such
payment, such Collections or Deemed Collections shall be held in trust by the
Borrower for the exclusive benefit of the Secured Parties.


 


(b)           On each Business Day
that is prior to the Facility Termination Date and on which no Facility Event
is continuing (each, a “Repeat Advance Date”)
after each of the conditions in Clause 3.3 (Conditions Precedent to
All Repeat Advances) have been met, any Collections (including
Deemed Collections) received by the Servicer and deposited in the Borrower
Concentration Account shall be advanced to the Borrower to the extent (and only
to the extent) that after giving effect to such Repeat Advances, the Aggregate
Principal Balance shall be equal to such Aggregate Principal Balance
immediately prior to the receipt of such Collections; provided, further, that
no such Repeat Advances may be made if, after giving effect to such Repeat
Advances, the Percentage Factor would exceed the Maximum Percentage Factor, as
determined by reference to the most recent Interim Report.


 


(c)           On any Business Day
other than a Repeat Advance Date until the Final Payout Date, the Servicer
shall set aside in the Borrower Concentration Account and hold in trust, for
the holder of each, all Collections received on such day.  On any Business Day other than a Repeat
Advance Date, until all Secured Obligations have been paid in full, the
Servicer shall, upon one Business Day’s prior notice to the Agents (or sooner if
directed by the Administrative Agent) (i) remit to the Administrative
Agent or Agent’s account the amounts set aside pursuant to the preceding
sentence, and (ii) apply such amounts in accordance with Clause 2.6 (Application of Collections Prior to Facility Termination Date).


 


(d)           No payment of any of
the Secured Obligations shall be considered paid or applied hereunder to the
extent that, at any time, all or any portion of such payment or application is
rescinded by application of law or judicial authority, or must otherwise be
returned or refunded for any reason.  The
Borrower shall remain obligated for the amount of any payment or application so
rescinded, returned or refunded, and shall promptly pay to the Administrative
Agent (for application to the Person or Persons who suffered such rescission,
return or refund) the full amount thereof, plus the interest at the Default
Rate from the date of any such rescission, return or refunding.


 


2.4           Interest and Fees


 


(a)           On each Settlement Date
for a Tranche, the Borrower shall pay (in immediately available funds) to the
relevant Funding Agent for the account of the Lenders in such Funding Agent’s
Lender Group, all accrued and unpaid Interest with respect to such Tranche.


 


(b)           The Servicer shall be
entitled to receive a fee (the “Servicing Fee”)
from the Borrower on the weighted average daily Outstanding Balance of the Pool
Receivables, payable in arrears on each Servicing Fee Payment Date at a rate
per 


 


50

















 


annum equal to the
Servicing Fee Percentage. 
Notwithstanding anything herein to the contrary, the Servicing Fee shall
be payable only from Collections pursuant to, and subject to the priority of
payments set forth in, Clauses 2.6 (Application of Collections
prior to Facility Termination Date) and 2.7 (Application
of Collections after Facility Termination Date).  To the extent such Collections are not
sufficient to pay the Servicing Fee in full, none of the Borrower, the
Administrative Agent, the Funding Agents, the Lenders or any other Secured
Party shall have any liability for the deficiency.


 


(c)           The Borrower shall pay (i) to
the Administrative Agent and each Funding Agent certain Fees in the amounts and
on the dates set forth in the fee agreement of even date herewith among the
Borrower, Tribune, the Administrative Agent and the Funding Agents, and (ii) such
other fees as may be specified in any fee agreement executed in connection with
the addition of Funding Groups with Class B Commitments pursuant to Clause
1.4 (Addition of Class B) (all such fee
agreements being collectively the “Fee Letter”).


 


(d)           On or before the third
Business Day immediately before the end of each Tranche Period, the relevant
Funding Agent shall furnish the Borrower with an invoice setting forth the
amount of the accrued and unpaid Interest and Fees for such Tranche Period with
respect to the Tranches held by the Lender(s) in such Funding Agent’s
Lender Group.  To the extent necessary,
such Interest shall be calculated using an estimate of the CP Rate for the
remaining days in such Tranche Period, provided that such Interest shall be
adjusted as follows: if the Funding Agent shall have used an estimate of the CP
Rate with respect to the preceding Tranche Period, the Funding Agent shall compute
the actual CP Rate and Interest for such Tranche Period and (i) if the
actual Interest so computed is greater than the estimated Interest calculated
for such preceding Tranche Period, the Interest calculated pursuant to the
preceding sentence for the current Tranche Period shall be increased by the
amount of such difference and (ii) if the actual Interest so computed is
less than the estimated Interest for such preceding Tranche Period, the
Interest calculated pursuant to the preceding sentence for the current Tranche
Period shall be decreased by the amount of such difference.


 


2.5           Payment and Prepayment of Loans


 


(a)           The Borrower shall
repay the outstanding principal amount of each Loan on the Maturity Date.  Prior thereto, the Borrower:


 


(i)            shall,
immediately upon any acceleration of the Loans pursuant to Clause 7.3 (Acceleration of maturity), repay the amount of the Loans to
the extent so accelerated;


 


(ii)           shall,
if on any date the Percentage Factor exceeds the Maximum Percentage Factor, as
determined by reference to the most recent Interim Report delivered under the
Servicing Agreement, make a prepayment of the Loans the day such Interim Report
is delivered in an amount sufficient 


 


51

















 


to cause the Percentage
Factor to be less than or equal to the Maximum Percentage Factor, as determined
by reference to such Interim Report, but only to the extent Collections are
available for such purpose pursuant to Clause 2.6 (Application
of Collections prior to Facility Termination Date) or 2.7 (Application of Collections after Facility Termination Date);
it being understood and agreed that it shall not be a breach of contract by the
Borrower if Collections are not available for such purpose, but a Trigger Event
shall occur under Clause 7.1(g) (Trigger Events)
if such prepayment is not made on the day such Interim Report is delivered,
whether or not Collections are available for such purpose;


 


(iii)          shall,
if on any date the aggregate outstanding principal amount of the Loans for all
Lenders exceeds the Facility Limit, make a prepayment of the Loans on such date
in an amount sufficient to cause the aggregate outstanding principal amount of
the Loans for all Lenders to be less than or equal to the Facility Limit; and


 


(iv)          from
and after the Facility Termination Date, shall repay the Loans out of
Collections available for such purpose pursuant to Clause 2.7 (Application of Collections after Facility Termination Date).


 


(b)           The Borrower may, at
its option, prepay on any Business Day up to $150,000,000 of the Aggregate
Principal Balance upon written notice delivered by it to each Funding Agent not
later than one Business Day prior to the date of such payment.  The Borrower may also, at its option, prepay
on any Business Day all or part of the Aggregate Principal Balance upon prior
written notice delivered by it to each Funding Agent not later than five
Business Days prior to the date of such payment.  Each such notice shall be in the form
attached as Exhibit D (Form of Prepayment
Notice) and shall (i) specify the aggregate amount of the
prepayment to be made on the Loans and the Tranches to which such prepayment is
to be applied and (ii) specify the Business Day on which the Borrower will
make such prepayment.  The Borrower may
also, at its option, prepay the Aggregate Principal Balance in full, without
prior notice, if a Facility Event other than that described in Clause 7.2(b) (Facility Termination Events) hereof has occurred and is
continuing and, concurrently with such prepayment, the Facility Limit is
reduced to zero in accordance with Clause 2.1(b) (the Loans)
without giving effect to the notice period required therein.  Each such prepayment described in this Clause
2.5(b) shall be made ratably among the Lender Groups based on the
Aggregate Principal Balance of the Loans held by each and after the Class B
Addition Date shall be made ratably between the Class A Loans and the Class B
Loans according to the Class A/B Ratio. 
Each prepayment of the Loans (whether optional or mandatory) must be
accompanied by a payment of all accrued and unpaid Interest on the amount
prepaid and any amounts payable under Clause 2.11 (Breakage
Costs) due hereunder in respect of such prepayment.


 


52

















 


2.6           Application of Collections Prior to Facility
Termination Date


 


(a)           On each Business Day
prior to the Facility Termination Date, the Borrower shall (and shall cause the
Servicer to) (i) cause all Collections and other amounts in respect of the
Receivables received by any Transaction Party, other than directly into a
Facility Account, to be deposited into a Facility Account no later than, if
such amounts were received in physical form, the second Business Day
immediately following the day on which such amounts were received and
otherwise, no later than the first Business Day immediately following the day
on which such amounts were received and (ii) the Borrower shall (and shall
cause the Servicer to) cause all Collections and other amounts in respect of
the Receivables deposited into any Collection Account to be deposited into a
Borrower Concentration Account, in each case, no later than the first Business
Day immediately following the day on which such amounts were deposited into
such Collection Accounts or otherwise received.


 


(b)           On each Business Day
prior to the Facility Termination Date, the Borrower shall (and shall cause the
Servicer to) cause first, all Collections on deposit in the Borrower
Concentration Accounts (including, if applicable, any investment earnings
received with respect to funds on deposit in such Borrower Concentration
Accounts) and second (to the extent any amounts described in clauses (i) through
(iv) are due and remain unpaid), all funds on deposit in the Cash Reserve
Account, to be applied in the following order of priority:


 


(i)            on a pro rata basis in
no order of priority amongst themselves:


 


(A)          pay to the
Administrative Agent for the benefit of the Class A Lenders and the Agents
for the Class A Lenders, an amount equal to the aggregate Interest and
Fees then due and payable with respect to the Class A Loans, if any (such
amount to be allocated among the Class A Lenders and such Agents ratably
in accordance with the proportion of such amounts owing to each such Person);


 


(B)           pay to the
Administrative Agent for the benefit of the Class B Lenders and the Agents
for the Class B Lenders, an amount equal to the aggregate Interest and
Fees then due and payable with respect to the Class B Loans, if any (such
amount to be allocated among the Class B Lenders and such Agents ratably
in accordance with the proportion of such amounts owing to each such Person);


 


(C)           pay to the
Administrative Agent any additional Fees then due and payable to the
Administrative Agent; and


 


(D)          pay to the Administrative
Agent (for the benefit of the Administrative Agent and the Secured Parties) an
amount equal to any unreimbursed Transaction Party Obligations then due and
payable to the Administrative Agent in respect of costs and


 


53
















 


expenses incurred in
connection with the enforcement of any Transaction Document or the collection
of any amounts due thereunder;


 


(ii)           if the Percentage
Factor exceeds the Maximum Percentage Factor as determined by reference to the
most recent Portfolio Report delivered under the Servicing Agreement, or the
aggregate outstanding principal amount of the Loans for all Lenders exceeds the
Facility Limit, pay to the Administrative Agent (for the account of the
Lenders) an amount necessary to cause the Percentage Factor to be less than or
equal to the Maximum Percentage Factor, as determined by reference to such
Portfolio Report, and the aggregate outstanding principal amount of the Loans
to be less than or equal to the Facility Limit;


 


(iii)          if any Transaction Party
Obligations (other than any amount described in Clauses 2.6(b)(i) and
(ii)) are then due and payable by the Borrower to any Secured Party, pay to
each such Secured Party (ratably in accordance with the amounts owing to each)
the Transaction Party Obligations so due and payable;


 


(iv)          on each Servicing Fee
Payment Date, to the Servicer to pay Servicing Fees then due; and


 


(v)           apply any remaining
Collections to the repayment of the Class A Loans or, if the Class A
Loans have been paid in full, the Class B Loans; provided that the amount
so applied shall be automatically readvanced to the Borrower as Loans of the
same type (such advance being a “Repeat Advance”),
if the conditions precedent for such Repeat Advance set forth in Clause 3.3 (Conditions Precedent to All Repeat Advances) are satisfied;
and provided further that if the conditions precedent set forth in Clause 3.3
are not satisfied, but the Trigger Event has not occurred, the Borrower may
direct that all or any portion of the remaining Collections be deposited into
the Cash Reserve Account in lieu of applying such Collections to the repayment
of the Loans.


 


(c)           In the event any amount
is paid to the Administrative Agent for the account of the Agents and the
Lenders pursuant to Clause 2.6(b)(ii), the amount of such payment shall be
allocated among all Lender Groups ratably in proportion to the Aggregate
Principal Balance of the Loans held by each. 
On the Business Day on which the Administrative Agent receives such
funds (or on the next Business Day, if such funds are received after noon, New
York time), the Administrative Agent shall distribute to the related Funding
Agent such Lender Group’s allocable share of such deposit for application to
the repayment of the Loans held by such Lender Group.


 


54

















 


(d)           On each Servicing Fee
Payment Date, the Borrower shall pay to the Servicer the accrued and unpaid
Servicing Fee out of funds available for that purpose pursuant to Clause
2.6(b).


 


(e)           Any Collections
remitted to the Borrower as a Repeat Advance pursuant to Clause 2.6(b)(v) shall
be applied by the Servicer, on behalf of the Borrower:


 


(i)            first, if so requested
by the Borrower (acting upon the instructions of the Servicer), to pay or
prepay (or set aside for the payment or prepayment of) Loans in accordance with
the terms hereof;


 


(ii)           second, if so requested
by the Borrower (acting upon the instructions of the Servicer), to pay or
prepay (or set aside for the payment or prepayment of) other Transaction Party
Obligations;


 


(iii)          third, to pay the
purchase price for Receivables pursuant to (and in accordance with) the
Receivables Purchase Agreement (provided, that, notwithstanding anything herein
or in any other Transaction Document to the contrary, the Borrower shall not
use all or any portion of the proceeds of any Repeat Advances to pay the
purchase price for any Receivable that was originated by an Originator with
respect to which a Originator Termination Event has occurred and is
continuing);


 


(iv)          fourth, only if no Facility Event then exists or the
Final Payout Date has occurred, to make payments of principal and interest in
respect of the Intercompany Note payable under the Transaction Documents; and


 


(v)           fifth, in such other
manner as the Borrower (acting upon the instructions of the Servicer) may
specify and that is permitted by the terms of the Transaction Documents;
provided that if all or any portion of the Collections remitted to the Borrower
pursuant to Clause 2.6(b)(v) are not applied pursuant to this Clause
2.6(e), the Borrower shall (and shall cause the Servicer to) cause any such
remaining Collections to be retained in one or more Borrower Concentration
Accounts and shall apply such Collections on the next Business Day in
accordance with this Clause 2.6 or Clause 2.7 (Application
of Collections after Facility Termination Date), as applicable.


 


(f)            Unless otherwise
agreed by the Originators in each case, to the extent affected thereby, the
amount of Collections remitted to the Borrower pursuant to Clause 2.6(b)(v) or
Clause 2.7(b)(ix) (Application of Collections
after Facility Termination Date), as the case may be, on any day
shall be applied to the payment of amounts described in Clauses 2.6(e)(iii) and
2.6(e)(iv) or Clause 2.7(c)(i) (Application of Collections
after Facility Termination Date), as applicable, on a pro rata basis
according to the amounts owing to such Persons.


 


55

















 


2.7           Application of Collections after Facility
Termination Date


 


(a)           On the Facility
Termination Date, and on each Business Day thereafter until the Final Payout
Date, the Borrower shall (and shall cause the Servicer to) cause all
Collections in respect of the Receivables deposited into any Collection Account
or otherwise received by any Transaction Party to be deposited into a Borrower
Concentration Account, in each case, no later than the Business Day immediately
following the day on which such amounts were deposited into such Collection
Accounts or otherwise received.


 


(b)           On each Business Day to
occur on or after the Facility Termination Date, the Borrower (or the
Administrative Agent acting on behalf of the Borrower) shall cause all funds on
deposit in the Borrower Concentration Accounts, including any investment earnings
received with respect to such funds, (collectively, “Borrower
Account Funds”) and all funds on deposit in the Cash Reserve
Account, to be distributed on such day in the following order of priority:


 


(i)            first, to pay to the
Administrative Agent an amount equal to any unreimbursed Transaction Party
Obligations then due and payable to the Administrative Agent in respect of
costs and expenses incurred in connection with the enforcement of any
Transaction Document or the collection of any amounts due thereunder;


 


(ii)           second, to pay to the
Servicer the accrued and unpaid Servicing Fee;


 


(iii)          third, to pay to the Class A
Lenders and the Funding Agents with respect to the Class A Lenders an
amount equal to the aggregate accrued and unpaid Interest and Fees payable to
each such Person with respect to the Class A Loans (ratably in accordance
with the proportion of such amounts owing to each such Person);


 


(iv)          fourth, prior to the
occurrence of a Trigger Event or Facility Termination Event, to pay to the Class B
Lenders and the Funding Agents with respect to the Class B Lenders an
amount equal to the aggregate accrued and unpaid Interest and Fees payable to
each such Person with respect to the Class B Loans (ratably in accordance
with the proportion of such amounts owing to each such Person);


 


(v)           fifth, to pay to the
Administrative Agent an amount equal to the aggregate accrued and unpaid Fees
payable to the Administrative Agent;


 


(vi)          sixth, to pay to the Class A
Lenders an amount equal to the Aggregate Principal Balance of the Class A
Loans (ratably in accordance with the outstanding Principal Balance of the Class A
Loans held by each);


 


(vii)         seventh, following the
occurrence of a Trigger Event or Facility Termination Event, to pay to the Class B
Lenders and the Funding Agents with respect to the Class B Lenders an
amount equal to the aggregate 


 


56

















 


accrued and unpaid
Interest and Fees payable to each such Person with respect to the Class B
Loans (ratably in accordance with the proportion of such amounts owing to each
such Person);


 


(viii)        eighth, to pay to the Class B
Lenders an amount equal to the Aggregate Principal Balance of the Class B
Loans (ratably in accordance with the outstanding Principal Balance of the Class B
Loans held by each);


 


(ix)           ninth, if any
Transaction Party Obligations (other than any amount described in Clauses
2.7(b)(i) to (viii) above are then due and payable to any Secured
Party, to pay to each such Secured Party (ratably in accordance with the
amounts owing to each) the Transaction Party Obligations so due and payable;
and


 


(x)            tenth, after all
Transaction Party Obligations are paid in full, pay to the Borrower any
remaining Collections and funds on deposit in the Cash Reserve Account for
application in accordance with Clause 2.7(c).


 


(c)           Any Collections and
funds on deposit in the Cash Reserve Account remitted to the Borrower pursuant
to Clause 2.7(b)(x) shall be applied by the Servicer, on behalf of the
Borrower (i) first, to make payments of principal and interest then due
under the Intercompany Note and (ii) second, in such other manner as the
Borrower may specify and that is permitted by the terms of the Transaction
Documents.


 


2.8           Deemed Collections; Application of Payments


 


(a)           Each of the parties
hereto agrees that, with respect to a payment by an Obligor (i) if
required by contract or applicable Law or clearly indicated by facts or
circumstances (including by way of example an equivalence of a payment and the
amount of a particular invoice) or if such Obligor designates that a payment be
applied to a specific Receivable, such payment will be applied to such
Receivable, and (ii) otherwise all Collections from an Obligor shall be
applied to the oldest Receivables (whether or not such Receivables are Pool
Receivables) of such Obligor.


 


(b)           If and to the extent
the Administrative Agent, any Funding Agent or any Lender shall be required for
any reason to pay over to an Obligor, any Transaction Party or any other Person
(other than in accordance herewith) any amount received on its behalf
hereunder, such amount shall be deemed not to have been so received but rather
to have been retained by the Borrower and, accordingly, the Administrative
Agent, such Funding Agent or such Lender, as the case may be, shall have a
claim against the Borrower for such amount, payable when and to the extent that
any distribution from or on behalf of such Obligor is made in respect thereof.


 


(c)           If on any day a Pool
Receivable or any part thereof becomes a Diluted Receivable, the Borrower shall
be deemed to have received on such day a 


 


57

















 


Collection of such Pool
Receivable in the amount of such Diluted Receivable or, if less, the part
thereof that causes such Pool Receivable to become a Diluted Receivable.


 


(d)           If on any day it is
determined that (i) any of the representations or warranties in Clause 4.1
(Representations and Warranties of the Borrower)
was untrue in so far as it relates to a particular Pool Receivable or Pool
Receivables or the nature of the Administrative Agent’s interest in such Pool
Receivable or Pool Receivables, in each case, at the time such representation
or warranty was made with respect to such Pool Receivable or Pool Receivables,
or (ii) that the Borrower has breached any covenant contained in Clause
5.1(w) (Title) in so far as it relates to
a particular Pool Receivable or Pool Receivables, the Borrower shall, unless
such breach shall have been otherwise waived or cured in a manner reasonably
satisfactory to the Administrative Agent and the Required Funding Agents, be
deemed to have received on such day a Collection of such Pool Receivable or
Pool Receivables in an amount equal to the Unpaid Balance thereof.


 


(e)           Not later than the
first Business Day after the Borrower is deemed pursuant to this Clause 2.8 to
have received any Deemed Collection, the Borrower shall deposit in the Borrower
Concentration Account, in same day funds, the amount of such Deemed Collection;
provided that the amount so payable by the Borrower shall not exceed the amount
(if any) required (after giving effect to any Deemed Collection to be paid by
any other Transaction Party on such day) in order to cause (i) the
Percentage Factor to be less than or equal to the Maximum Percentage Factor
(determined by reference to the most recent Portfolio Report delivered under
the Servicing Agreement) and (ii) the Aggregate Principal Balance to be
less than or equal to the Facility Limit. 
Any such amount shall be applied as a Collection in accordance with
Clauses 2.6 (Application of Collections prior to Facility
Termination Date) or 2.7 (Application of Collections
after Facility Termination Date), as applicable.


 


2.9           Payments and Computations, Etc.


 


(a)           All amounts to be paid
by the Borrower or the Servicer to the Administrative Agent, any Funding Agent,
any Lender or any other Secured Party shall be paid no later than 12:00 p.m.  (New York time) on the day when due in immediately
available funds (without counterclaim, setoff, deduction, defense, abatement,
suspension or deferment) to the applicable Funding Agent’s Account.  All amounts to be deposited by the Borrower
or the Servicer into any Facility Account, any Funding Agent’s Account or any
other account shall be deposited in immediately available funds no later than
12:00 p.m.  (New York time) on the date when
due.


 


(b)           The Borrower shall (and
shall cause the Servicer to), to the extent permitted by Law, pay interest on
any amount not paid or deposited by it when due hereunder (after as well as
before judgment), at an interest rate per annum equal to the Default Rate,
payable on demand.


 


58

















 


(c)           All computations of
Interest, Fees, and other amounts hereunder shall be made on the basis of a
year of 360 days for the actual number of days (including the first but
excluding the date of payment) elapsed, except that (a) computations of
interest and Interest for which the applicable interest rate is based upon the
Base Rate shall be made on the basis of a year of 365 days (or 366, as
applicable); and (b) in any case where the practice of the relevant
interbank market differs, computations of interest and Interest shall be made
in accordance with that market practice. 
Whenever any payment or deposit to be made hereunder shall be due on a
day other than a Business Day, such payment or deposit shall be made on the
next succeeding Business Day and such extension of time shall be included in
the computation of such payment or deposit. 
Any computations by the Administrative Agent or the applicable Funding
Agent of amounts payable by the Borrower hereunder shall be binding upon the
Borrower absent manifest error.


 


(d)           All payments required
to be made hereunder to any Lender, any Funding Agent, any Indemnified Party or
any other Secured Party shall be made by paying such amount to the applicable
Funding Agent’s Account in accordance with this Clause 2.9.  Upon receipt of funds, such Funding Agent
shall pay such funds to the related Person owed such funds in accordance with
the records maintained by such Funding Agent. 
If a Funding Agent shall have paid to any Lender, any Funding Agent, any
Indemnified Party or any other Secured Party any funds that (i) must be
returned for any reason (including any Event of Bankruptcy) or (ii) exceeds
that which such Person was entitled to receive, such amount shall be promptly
repaid to such Funding Agent by such Person.


 


(e)           All payments to be made
by the Servicer or the Borrower hereunder shall be made solely in U.S. Dollars.


 


2.10         Tranches


 


Each Loan made by the Lenders in the same Lender Group on any
Incremental Borrowing Date shall be allocated to one or more Tranche Periods as
set forth in the definition of such term with one or more Rate Types as
selected by the Servicer; provided that if any Funding Agent shall have
determined that the CP Rate shall not apply to a given Loan (or portion
thereof) at a time when no Facility Event is continuing, such Funding Agent
shall so notify the Servicer and the Servicer may select whether interest shall
be calculated by reference to the Eurodollar Rate or the Base Rate until such
time as a Facility Event occurs or such Funding Agent determines (after
consultation with the Servicer) that interest shall be calculated by reference to
the CP Rate for such Loan (or portion). 
Any portion of a given Class A Loan or Class B Loan, as
applicable, having one Tranche Period and one Rate Type is referred to herein
as a “Tranche.”  The Funding Agent for each Lender Group
(after consultation with the Servicer if a Facility Event has not occurred) or
Funding Agent for each Lender Group may either (a) divide any Tranche
originating on such last day or having a Tranche Period ending on such last day
into two or more Tranches having an aggregate Principal Balance equal to the
Principal Balance of such divided Tranche or (b) combine any two or more
Tranches originating on such last day or having Tranche Periods ending on such
last day into a 


 


59

















 


single Tranche having a Principal Balance equal to the aggregate of the
Principal Balance of such Tranches; provided, however, that no Tranche owned by
any Conduit Lender may be combined with a Tranche owned by any other Lender and
a Tranche held by the Committed Lenders in any Lender Group may not be combined
with any Tranche held by the Committed Lenders in any other Lender Group.


 


2.11         Breakage Costs


 


(a)           The Borrower shall
indemnify the Lenders, the Agents and any related Program Support Provider
against any loss, cost or expense incurred by the Lenders, the Agents or such
Program Support Providers, either directly or indirectly, as a result of the
failure of any Incremental Borrowing to be made for any reason on the date
specified by the Borrower pursuant to, and in accordance with, Clause 2.2 (Incremental Borrowing Procedures), including any loss, cost,
or expense incurred by any Agent, any Lender or any Program Support Provider by
reason of the liquidation or reemployment of funds acquired by the Lenders (including
funds obtained by issuing Commercial Paper, obtaining deposits as loans from
third parties and reemployment of funds) to fund such Incremental Borrowing
(but excluding loss of profit).


 


(b)           The Borrower further
agrees to pay all Liquidation Fees associated with a reduction of the Principal
Balance of any Tranche at any time.


 


(c)           A certificate as to any
loss, expense or Liquidation Fees payable pursuant to this Clause 2.11
submitted by any Lender, through its Funding Agent, to the Borrower shall be conclusive
in the absence of manifest error.


 


2.12         Illegality


 


Notwithstanding any other provision of this Agreement, if any Lender
shall notify the Administrative Agent and Borrower that the introduction of or
any change in or in the interpretation of any law or regulation occurring after
the later of the Closing Date or the date a Lender shall become a Lender
hereunder makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for such Lender or its Eurodollar Lending
Office to perform its obligations hereunder to make Eurodollar Tranches or to
fund or maintain Eurodollar Tranches hereunder, (a) each Eurodollar
Tranche under the applicable Facility will automatically, upon such demand,
convert into a Tranche accruing Interest based on the Base Rate (each, a “Base Rate Tranche”) and (b) the obligation of such
Lender to make Eurodollar Tranches or to convert Advances into Eurodollar
Tranches shall be suspended until the Administrative Agent shall notify
Borrower and the Lenders that the circumstances causing such suspension no
longer exist; provided, however, that, before making any such demand, such
Lender agrees to use commercially reasonable efforts (in its own judgment,
consistent with its internal policy and legal and regulatory restrictions) to
designate a different Eurodollar Lending Office if the making of such a
designation to another existing Eurodollar Lending Office of such Lender would
allow such Lender or its Eurodollar Lending Office to continue to perform its
obligations to make Eurodollar Rate Advances or to continue to fund or 


 


60

















 


maintain Eurodollar Tranches and would not, in the judgment of such
Lender, be otherwise disadvantageous to such Lender.


 


2.13         Inability to Determine Eurodollar Rate


 


If prior to the commencement of any Tranche Period for a Eurodollar
Tranche:


 


(a)           the applicable Funding
Agent determines (which determination shall be conclusive absent manifest
error) that adequate and reasonable means do not exist for ascertaining on a
timely basis the Eurodollar Rate for such Tranche Period; or


 


(b)           the applicable Funding
Agent  determines that the Eurodollar Rate
for such Tranche Period will not adequately and fairly reflect the cost to such
Lenders of making or maintaining the related Tranche for such Tranche Period;


 


then, such Funding Agent shall give notice thereof to the Borrower and
each other Funding Agent by telephone or facsimile as promptly as practicable
thereafter and, until the circumstances giving rise to such notice no longer
exist (at which time the such Funding Agent shall as promptly as practicable
notify the Borrower, the Servicer, the Administrative Agent and each other
Funding Agent of such change in circumstances) and any Eurodollar Tranche shall
as of the last day of the Tranche Period applicable thereto be converted to or
continued as a Base Rate Tranche.


 


2.14         Indemnity for Reserves and Expenses


 


(a)           If any Change in Law
shall:


 


(i)            impose, modify or deem
applicable any reserve, special deposit or similar requirement against assets
of, deposits with or for the account of, or credit extended by, any Indemnified
Party (except any such reserve requirement reflected in the Eurodollar Rate);


 


(ii)           impose on any
Indemnified Party (or on the U.S. market for certificates of deposit or the
London interbank market) any other condition or expense affecting or with
respect to this Agreement, any Asset Purchase Agreement, any Program Support
Agreement or any other Transaction Document or Eurodollar Tranches made or
maintained by such Indemnified Party or the maintenance or financing of the
Loans hereunder, directly or indirectly, or under any Asset Purchase Agreement
or Program Support Agreement; or


 


(iii)          impose any other
condition;


 


and the result of any of the foregoing is to increase the cost to an
Indemnified Party of performing its obligations under a Transaction Document or
Program Support Agreement or Asset Purchase Agreement, or to reduce the rate of
return on an Indemnified Party’s capital as a consequence of its obligations
under a Transaction Document or Program Support Agreement or Asset Purchase 


 


61

















 


Agreement, or to reduce the amount of any sum received or receivable by
an Indemnified Party under a Transaction Document or Program Support Agreement
or Asset Purchase Agreement or to require any payment calculated by reference
to the amount of interests or loans held or interest received by it, then on
the Settlement Date immediately following notification thereof pursuant to
Clause 2.14(d) the Borrower will pay to such Indemnified Party such
additional amount or amounts as will compensate such Indemnified Party for such
additional costs incurred or reduction suffered.  For the avoidance of doubt, if the issuance
of FASB Interpretation No. 46, or any other change in accounting standards
or the issuance of any other pronouncement, release or interpretation, causes
or requires the consolidation of all or a portion of the assets and liabilities
of a Conduit Lender or the Borrower with the assets and liabilities of any
Agent, any Lender or any other Indemnified Party, such event shall constitute a
circumstance on which such Person may base a claim for reimbursement under this
Section; provided that the Borrower’s obligations under this Clause shall be
limited to amounts accruing not more than 90 days prior to the invoice thereof
by such Indemnified Party (such time period to be extended as necessary to take
into account any retroactive application of a Change in Law giving rise to such
obligations); provided further that each Indemnified Party claiming amounts
under this Clause agrees to use commercially reasonable efforts (in its own
judgment, consistent with its internal policy and regulatory restrictions) to
designate a different lending office if it has such an office and making such a
designation would avoid the need for, or reduce the amount of, such increased
cost that may thereafter accrue and would not, in the reasonable judgment of such
Indemnified Party, be otherwise disadvantageous to such Indemnified Party.


 


(b)           If any Indemnified
Party determines that any Change in Law regarding capital requirements has or
would have the effect of reducing the rate of return on such Indemnified Party’s
capital or on the capital of such Indemnified Party’s holding company, if any,
as a consequence of this Agreement, any Asset Purchase Agreement or any Program
Support Agreement or the Loans made or acquired by such Indemnified Party, to a
level below that which such Indemnified Party or holding company could have
achieved but for such Change in Law (taking into consideration such Indemnified
Party’s policies and the policies of such Indemnified Party’s holding company
with respect to capital adequacy), then on the Settlement Date immediately
following notification thereof pursuant to Clause 2.14(d) the Borrower
will pay to such Indemnified Party such additional amount or amounts as will
compensate such Indemnified Party or such Indemnified Party’s holding company
for any such reduction suffered; provided that the Borrower’s obligations under
this Clause shall be limited to amounts accruing not more than 90 days prior to
the invoice thereof by such Indemnified Party (such time period to be extended
as necessary to take into account any retroactive application of a Change in
Law giving rise to such obligations); provided further that each Indemnified
Party claiming amounts under this Clause agrees to use commercially reasonable
efforts (in its own judgment, consistent with its internal policy and
regulatory restrictions) to designate a different lending office if it has such
an office and making such a designation would avoid the need for, or reduce 


 


62

















 


the amount of, such
increased cost that may thereafter accrue and would not, in the reasonable
judgment of such Indemnified Party, be otherwise disadvantageous to such
Indemnified Party.


 


(c)           A certificate of an
Indemnified Party setting forth the amount or amounts necessary to compensate
such Indemnified Party or its holding company, as applicable, as specified in
clause (a) or (b) of this Clause 2.14 shall be delivered to the
Borrower and the Servicer and shall be conclusive absent manifest error.


 


(d)           Promptly after any
Indemnified Party has determined that it will make a request for compensation
pursuant to this Clause 2.14, such Indemnified Party shall notify the Borrower
of such determination.


 


2.15         Indemnity for Taxes


 


(a)           Any and all payments by
Borrower under this Agreement and each Note shall be made without setoff,
counterclaim or other defense, and free and clear of, and without deduction or
withholding for or on account of, any Taxes, except to the extent such Taxes
are imposed by law. In the event that any Taxes are imposed and required by law
to be deducted or withheld from any payment required to be made by Borrower to
or on behalf of the Administrative Agent or any Lender hereunder then: (i) subject
to clause (f) below, if such Taxes are Indemnified Taxes, the amount of
such payment shall be increased as may be necessary such that such payment is
made, after withholding or deduction for or on account of such Taxes, in an
amount that is not less than the amount provided for herein; and (ii) Borrower
shall withhold the full amount of such Taxes from such payment (as increased
pursuant to clause (a)(i)) and shall pay such amount to the Official Body
imposing such Taxes in accordance with applicable law.


 


(b)           In addition, Borrower
shall pay any and all Other Taxes imposed to the relevant Official Body
imposing such Other Taxes in accordance with applicable law.


 


(c)           As promptly as
practicable after the payment of any Taxes or Other Taxes, Borrower shall
furnish to the Administrative Agent a copy of an official receipt (or a
certified copy thereof) evidencing the payment of such Taxes or Other Taxes.
The Administrative Agent shall make copies thereof available to any Lender upon
request therefor.


 


(d)           Subject to clause (f),
Borrower shall indemnify the Administrative Agent and each Lender for any
Indemnified Taxes and Other Taxes levied, imposed or assessed on (and whether
or not paid directly by) the Administrative Agent or such Lender (and whether
or not such Indemnified Taxes or Other Taxes are correctly or legally asserted
by the relevant Official Body). Promptly upon having knowledge that any such
Indemnified Taxes or Other Taxes have been levied, imposed or assessed, and
promptly upon notice thereof by the Administrative Agent or any Lender,
Borrower shall pay such Indemnified Taxes or Other Taxes directly to the
relevant Official Body (provided, however, that neither the 


 


63

















 


Administrative Agent nor
any Lender shall be under any obligation to provide any such notice to
Borrower). In addition, Borrower shall indemnify the Administrative Agent and
each Lender for any incremental Indemnified Taxes and Other Taxes that may
become payable by the Administrative Agent or any Lender as a result of any
failure of Borrower to pay any Taxes when due to the appropriate Official Body
or to deliver to the Administrative Agent, pursuant to clause (c),
documentation evidencing the payment of Taxes or Other Taxes. With respect to
indemnification for Indemnified Taxes and Other Taxes actually paid by the
Administrative Agent or any Lender or the indemnification provided in the
immediately preceding sentence, such indemnification shall be made within 30
days after the date the Administrative Agent or such Lender, as the case may
be, makes written demand therefor. 
Borrower acknowledges that any payment made to the Administrative Agent
or any Lender or to any Official Body in respect of the indemnification
obligations of Borrower provided in this clause shall constitute a payment in
respect of which the provisions of clause (a) and this clause shall apply.


 


(e)           Each Foreign Lender, on
or prior to the date on which such Foreign Lender becomes a Lender hereunder
(and from time to time thereafter upon the request of Borrower or the
Administrative Agent, but only for so long as such non-U.S. Lender is legally
entitled to do so), shall deliver to Borrower and the Administrative Agent
either: (i) two duly completed copies of either (x) Internal Revenue
Service Form W-8BEN claiming eligibility of the Foreign Lender for
benefits of an income tax treaty to which the United States is a party or (y) Internal
Revenue Service Form W-8ECI, or in either case an applicable successor
form; or (ii) in the case of a Foreign Lender that is not legally entitled
to deliver either form listed in clause (e)(i), (x) a certificate of a
duly authorized officer of such Foreign Lender to the effect that such Foreign
Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of
the IRC, (B) a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of
the IRC, or (C) a controlled foreign corporation receiving interest from a
related Person within the meaning of Section 881(c)(3)(C) of the IRC
(such certificate, an “Exemption Certificate”)
and (y) two duly completed copies of Internal Revenue Service Form W-8BEN
or applicable successor form.


 


(f)            Borrower shall not be
obligated to pay any additional amounts to any Lender pursuant to clause
(a)(i), or to indemnify any Lender pursuant to clause (d), in respect of United
States federal withholding taxes to the extent imposed as a result of (i) the
failure of such Lender to deliver to Borrower the form or forms and/or an
Exemption Certificate, as applicable to such Lender, pursuant to clause (e), (ii) such
form or forms and/or Exemption Certificate not establishing a complete
exemption from U.S. federal withholding tax or the information or
certifications made therein by the Lender being untrue or inaccurate on the
date delivered in any material respect, or (iii) the Lender designating a
successor lending office at which it maintains its Loans which has the effect
of causing such Lender to become obligated for tax payments in excess of those
in effect immediately prior to such designation; provided, however, that
Borrower shall be 


 


64

















 


obligated to pay
additional amounts to any such Lender pursuant to clause (a)(i), and to
indemnify any such Lender pursuant to clause (d), in respect United States
federal withholding taxes if (i) any such failure to deliver a form or
forms or an Exemption Certificate or the failure of such form or forms or
Exemption Certificate to establish a complete exemption from U.S. federal
withholding tax or inaccuracy or untruth contained therein resulted from a
change in any applicable statute, 
treaty, regulation or other applicable law or any interpretation of any
of the foregoing occurring after the date such Lender becomes a Lender
hereunder, which change rendered such Lender no longer legally entitled to
deliver such form or forms or Exemption Certificate or otherwise ineligible for
a complete exemption from U.S. federal withholding tax, or rendered the
information or certifications made in such form or forms or Exemption
Certificate untrue or inaccurate in a material respect, (ii) the
redesignation of the Lender’s lending office was made at the request of
Borrower or (iii) the obligation to pay any additional amounts to any such
Lender pursuant to clause (a)(i) or to indemnify any such Lender pursuant
to clause (d) is with respect to a Lender that becomes a Lender as a
result of an assignment made at the request of Borrower.


 


2.16         Extension of Scheduled Commitment Facility
Termination Date


 


(a)           If the Borrower wishes
to extend the Scheduled Commitment Facility Termination Date for each Committed
Lender in effect at any time for a period of up to 364 days, it may so request
by delivery of an extension request in substantially the form of Exhibit E
hereto to each Funding Agent no fewer than 60 days and no more than 90 days
prior to the Scheduled Commitment Facility Termination Dates then in
effect.  Each Funding Agent will promptly
forward such request to each Committed Lender in its Lender Group.  No later than 30 days prior to such Scheduled
Commitment Facility Termination Dates, (i) each Committed Lender will
advise the Funding Agent whether it has determined to extend its Scheduled
Commitment Facility Termination Date in accordance with the Borrower’s request,
specifying the material terms of such renewal, and (ii) the Funding Agent
will so advise the Borrower in writing. 
If any Committed Lender (such Committed Lender, a “Non-Renewing Committed Lender”) does not
reply to the Funding Agent for its Lender Group by such time, such lack of
reply shall be construed as a denial of the requested extension.  Unless each Committed Lender shall have
elected to grant the requested extension, the Scheduled Commitment Facility
Termination Date then in effect for such Committed Lender shall not be
extended.  If the requested extension for
all Committed Lenders willing to grant the requested extension is granted on
terms accepted by the Borrower, the Funding Agent will provide written notice
to the Borrower, the Servicer and the Lenders in the related Funding Groups no
later than five (5) Business Days prior to the applicable Scheduled
Commitment Facility Termination Dates then in effect, specifying the new
Scheduled Commitment Facility Termination Dates.


 


(b)           No Committed Lender
shall be obligated to agree to extend its Scheduled Commitment Facility
Termination Date.


 


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2.17         Subordination.


 


(a)           Each Class B
Lender acknowledges and agrees for the benefit of the Class A Lenders that
its Class B Loans shall be subordinate and junior to the Class A
Loans to the extent and in the manner set forth in this Agreement.  If the Facility Termination Date occurs, the Class A
Outstandings shall be paid in full in cash or, to the extent all Class A Lenders
consent, other than in cash, before any further payment or distribution is made
on account of any Class B Outstandings with respect thereto.


 


(b)           In the event that,
notwithstanding the provisions of this Agreement, any Class B Lender shall
have received any payment or distribution in respect of its Class B
Outstandings contrary to the provisions of this Agreement, then, unless and
until the Class A Outstandings shall have been paid in full in cash or, to
the extent all Class A Lenders consent, other than in cash in accordance
with this Agreement, such payment or distribution shall be received and held in
trust for the benefit of, and shall forthwith be paid over and delivered to,
the Administrative Agent, which shall pay and deliver the same to the Class A
Lenders in accordance with this Agreement; provided, however,
that if any such payment or distribution is made other than in cash, it shall
be held by the Administrative Agent as part of the Collateral and subject in
all respects to the provisions of this Agreement, including this Section.


 


(c)           Each Class B
Lender agrees with all Class A Lenders that such Class B Lender shall
not demand, accept, or receive any payment or distribution in respect of its Class B
Loans in violation of the provisions of this Agreement, including, without
limitation, this Section; provided, however,
that after the Class A Outstandings have been paid in full, the Class B
Lenders shall be fully subrogated to the rights of the Class A
Lenders.  Nothing in this Section shall
affect the obligation of any Transaction Party to pay any amounts owing to any
Lenders.


 


(d)           In exercising any of
its or their voting rights, rights to direct and consent or any other rights as
a Lender under this Agreement, a Lender or Lenders shall not have any
obligation or duty to any Person or to consider or take into account the
interests of any Person and shall not be liable to any Person for any action
taken by it or them or at its or their direction or any failure by it or them
to act or to direct that an action be taken, without regard to whether such
action or inaction benefits or adversely affects any other Lender, the
Borrower, or any other Person, except for any liability to which such Lender
may be subject to the extent the same results from such Lender’s taking or
directing an action, or failing to take or direct an action, in violation of
the express terms of a Transaction Document.


 


2.18         Cash Reserve Account.


 


(a)           The Borrower, for the
benefit of the Lenders, may establish and maintain in the name of the
Administrative Agent, on behalf of the Lenders, a segregated trust account with
an Eligible Account Bank bearing a designation clearly indicating 


 


66

















 


that the funds deposited
therein are held for the benefit of the Lenders (the “Cash Reserve
Account”).  The Cash Reserve
Account shall be under the sole dominion and control of the Administrative
Agent for the benefit of the Lenders. 
Except as expressly provided in this Agreement, the Borrower agrees that
it shall have no right to any funds held in the Cash Reserve Account for any
amount owed to it by the Administrative Agent or any Lender.  If, at any time, the institution holding the
Cash Reserve Account ceases to be an Eligible Account Bank or the Borrower
determines in its discretion to move the Cash Reserve Account to a new Eligible
Account Bank, the Borrower upon notice by the Administrative Agent shall
promptly establish a new Cash Reserve Account with an Eligible Account Bank
meeting the conditions specified above, transfer any cash or any investments to
such new Cash Reserve Account and from the date such new Cash Reserve Account
is established, it shall be the “Cash Reserve Account.”  Funds on deposit in the Cash Reserve Account
shall be invested in Permitted Investments in accordance with Clause 2.8 of the
Servicing Agreement (Investments) (i) prior
to a Facility Event, at the direction of the Servicer, and (ii) thereafter,
at the direction of the Administrative Agent.


 


(b)           Funds will be deposited
to the Cash Reserve Account in accordance with Clause 2.1(a) (The Loans.)  The
Borrower may also deposit funds to the Cash Reserve Account from its other
funds at any time.  On any Business Day,
the Borrower may direct the Administrative Agent in writing to apply funds in
the Cash Reserve Account to the prepayment of the Loans in accordance with, and
subject to the terms of, Clause 2.5(b) (Payment and
Prepayment of the Loans). On any Business Day on which a Trigger
Event is continuing, the Administrative Agent may apply funds in the Cash
Reserve Account to the prepayment of the Loans.


 


(c)           In addition to the
applications of funds from the Cash Reserve Account in accordance with Clauses
2.6(b) (Application of Collections Prior to Facility
Termination Date) and 2.7(b) (Application
of Collections after Facility Termination Date), the Borrower may
request the Administrative Agent to withdraw, and the Administrative Agent
shall withdraw and distribute to the Borrower on the first Deposit Adjustment
Date following the Administrative Agent’s receipt of such request, funds from
the Cash Reserve Account on any Deposit Adjustment Date, if the following
conditions have been met: (i) the Administrative Agent shall have received
such request at least one Business Day prior to such Deposit Adjustment Date, (ii) the
Interim Settlement Report required to be delivered on such date shall have been
delivered to the Administrative Agent, (iii) the Administrative Agent
shall have received such evidence as it may reasonably request from the related
Facility Account Bank as to the available funds in the Cash Reserve Account, (iv) both
before and after giving effect to such withdrawal, the Percentage Factor shall
not exceed the Maximum Percentage Factor, and (v) at the time of such
withdrawal, no Facility Event shall have occurred and be continuing.


 


(d)           Following at least
three Business Days’ written notice to the Administrative Agent, the Borrower
may close the Cash Reserve Account on a Business Day; 


 


67

















 


provided that (i) all
applications of funds required under this Clause 2.18 on or prior to such
Business Day have been completed, and (ii) after giving effect to such
application, no funds remain on deposit in the Cash Reserve Account.


 


3.             CONDITIONS OF INCREMENTAL BORROWING AND REPEAT
ADVANCES


 


3.1           Conditions Precedent to Initial Incremental
Borrowing


 


The occurrence of the Closing Date, the effectiveness of the
Commitments and the initial Incremental Borrowing under this Agreement are each
subject to the conditions precedent that:


 


(a)           all Fees required to be
paid on or prior to the Closing Date in accordance with the Fee Letter and all
fees and expenses described in Clause 11.4 (Costs and Expenses)
prior to the Closing Date shall have been paid in full in accordance with the
terms thereof;


 


(b)           to the extent required
by the program documents governing any Conduit Lender’s Commercial Paper
program, each Rating Agency shall have confirmed that the execution and
delivery of this Agreement by such Conduit Lender will not result in the
reduction or withdrawal of the then-current ratings of such Conduit Lender’s
Commercial Paper;


 


(c)           [Reserved];


 


(d)           consummation of the
transactions contemplated herein shall have occurred or shall occur
simultaneously with the initial purchase or acceptance of a contribution by the
Borrower under the Receivables Purchase Agreement; and


 


(e)           the Administrative
Agent and each Funding Agent shall have received on or before the date of such
Incremental Borrowing all of the instruments, documents, agreements,
certificates and opinions specified on Schedule 4 (Condition
Precedent Documents), each (unless otherwise indicated) dated the
Closing Date, in form and substance satisfactory to the Administrative Agent and
each Funding Agent.


 


3.2           Conditions Precedent to All Incremental
Borrowings


 


Each Incremental Borrowing (including the initial Incremental
Borrowing) hereunder shall be subject to the further conditions precedent that
on the date of such Incremental Borrowing the following statements shall be
true (and acceptance of the proceeds of any such Incremental Borrowing shall be
deemed a representation and warranty by the Borrower that such statements are
then true by reference to the facts and circumstances existing on the date of
such Incremental Borrowing):


 


(i)            In the case of an
Incremental Borrowing, the making of such Loan does not violate any provisions
of Clause 2.1 (The Loans);


 


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(ii)           In the case of an Incremental
Borrowing, the Borrower has delivered an Incremental Borrowing Request,
appropriately completed, within the time period required by Clause 2.2 (Incremental Borrowing procedures);


 


(iii)          The Servicer shall have
delivered the Interim Report for the most recently ended Interim Period in a
timely manner prior to the date of such Incremental Borrowing pursuant to and
in accordance with Clause 2.3 (Reporting requirements)
of the Servicing Agreement;


 


(iv)          The Facility Termination
Date has not occurred and no event exists, or would result from such
Incremental Borrowing, that constitutes a Servicer Default or a Facility Event;


 


(v)           The representations and
warranties of each of the Transaction Parties in the Transaction Documents
shall be true and correct as of the date of such Incremental Borrowing and
after giving effect thereto, except to the extent such representation or
warranty expressly relates to an earlier date;


 


(vi)          All Fees required to be
paid on or prior to the date of such Incremental Borrowing in accordance with
the Fee Letter and invoiced prior to such date shall have been paid in full in
accordance with the Fee Letter, provided detailed invoices have been received
by the Borrower and the Servicer;


 


(vii)         No Originator Termination
Event has occurred and is continuing; and


 


(viii)        After giving effect to
such Incremental Borrowing and the use of the proceeds thereof in accordance
with Clause 2.2(f) (Use of proceeds)
(A) the Percentage Factor does not exceed the Maximum Percentage Factor,
and (B) the aggregate outstanding principal amount of the Loans for all
Lenders does not exceed the Facility Limit.


 


3.3          Conditions Precedent to
All Repeat Advances


 


Each Repeat Advances hereunder shall be subject to the further
conditions precedent that on the date of such Repeat Advances the following
statements shall be true (and acceptance of the proceeds of any such Repeat
Advances shall be deemed a representation and warranty by the Borrower that
such statements are then true by reference to the facts and circumstances
existing on the date of such Repeat Advances):


 


(i)            The Servicer shall
have delivered the Interim Report for the most recently ended Interim Period in
a timely manner prior to the date of such Repeat Advances pursuant to and in
accordance with Clause 2.3 (Reporting requirements)
of the Servicing Agreement;


 


(ii)           The Facility
Termination Date has not occurred and no event exists, or would result from
such Repeat Advances, that constitutes a Servicer Default or Facility Event;


 


69
















 


(iii)          The
representations and warranties of each of the Transaction Parties in the
Transaction Documents (other than the representations and warranties in Clauses
4.1(q) (Representations and Warranties of the
Borrower) hereof and Section 3.01(f) of the Receivables
Purchase Agreement (Representations and
Warranties of each Originator)) shall be true and correct as of the
date of such Repeat Advances and after giving effect thereto, except to the
extent such representation or warranty expressly relates to an earlier date;


 


(iv)          All
Fees required to be paid on or prior to the date of such Repeat Advances in
accordance with the Fee Letter and invoiced prior to such date shall have been
paid in full in accordance with the Fee Letter, provided detailed invoices have
been received by the Borrower and the Servicer;


 


(v)           No
Originator Termination Event has occurred and is continuing;


 


(vi)          After
giving effect to such Repeat Advances and the use of the proceeds thereof in
accordance with Clause 2.2(f) (Use of proceeds)
(A) the Percentage Factor does not exceed the Maximum Percentage Factor,
and (B) the aggregate outstanding principal amount of the Loans for all
Lenders does not exceed the Facility Limit.


 


4.             REPRESENTATIONS AND WARRANTIES


 


4.1           Representations
and Warranties of the Borrower


 


The Borrower hereby represents and warrants to the Agents and the
Lenders that, on the Closing Date and as of the date of each Incremental
Borrowing and each Repeat Advances hereunder and (except with respect to
subclauses (e), (i) and (q) below and the second sentence of subclause (g) below)
as of each Reporting Date:


 


(a)           It
(i) is a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Delaware, (ii) is duly
qualified to do business in every other jurisdiction where the nature of its
business requires it to be so qualified unless such failure to be so qualified
would not reasonably be expected to have a Material Adverse Effect, (iii) has
all organizational power and authority and all licenses, authorizations,
consents, approvals and qualifications of and from all Official Bodies and
other third parties required to perform its obligations under the Transaction
Documents to which it is a party and to carry on its business in each
jurisdiction in which its business is conducted.


 


(b)           The
execution, delivery and performance by it of this Agreement and the other
Transaction Documents to which it is a party, including the Borrower’s use of
the proceeds of Loans (i) are within its organizational powers, (ii) have
been duly authorized by all necessary organizational action, (iii) are in
its interest and it will receive the benefit as a result of the transactions
contemplated by this Agreement and the other Transaction Documents and the value
of the consideration obtained 


 


70

















 


by it under the
transactions contemplated hereby and thereby is not less than the value of, and
is fully and fairly equivalent to, the consideration which it provides, (iv) do
not contravene or constitute a default under (A) its Organic Documents, (B) any
applicable Law, (C) any contractual restriction binding on or affecting it
or its property or (D) any order, writ, judgment, award, injunction or
decree binding on or affecting it or its property, in each case unless such
failure would not be reasonably expected to have a Material Adverse Effect  and (v) do not result in or require the creation or
imposition of any Adverse Claim upon or with respect to any of its properties,
in each case unless such Adverse Claim would not be reasonably expected to have
a Material Adverse Effect.  Each
Transaction Document to which the Borrower is a party has been duly executed
and delivered by the Borrower.


 


(c)           No
authorization or approval or other action by, and no notice to or filing or
registration with, any Official Body or official thereof or any third party
(with the exception of the notifications and other actions referred to in
Clause 6.2 (Certain rights of the Administrative Agent))
is required for the due execution, delivery and performance by it of this
Agreement or any other Transaction Documents to which it is a party or any
other document to be delivered by it hereunder or thereunder, except for the
actions taken or referred to in Schedule 4 (Condition precedent
documents) all of which have been (or on or before the Closing Date
will have been) duly made or taken, as the case may be, and are in full force
and effect.


 


(d)           Each
of this Agreement and the other Transaction Documents to which it is a party
constitutes the legal, valid and binding obligation of the Borrower enforceable
against it in accordance with its terms, subject to any limitation on the
enforceability thereof against the Borrower arising from the application of any
applicable Insolvency Law or by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).


 


(e)           There
are no actions, suits, investigations by an Official Body, litigation or
proceedings at law or in equity or by or before any Official Body now pending
or, to the actual knowledge of a Responsible Officer, threatened against or
affecting the Borrower or any of its businesses, properties or revenues (i) which
question the validity of this Agreement or any other Transaction Document or
any of the transactions contemplated hereby or thereby (excluding any
litigation or proceeding against any Obligor) or (ii) which individually
or in the aggregate could be reasonably expected to have a Material Adverse
Effect.  Borrower has complied in all
respects with all applicable laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject, in each
case unless the failure to comply with the same would not reasonably be
expected to have a Material Adverse Effect. 
The Borrower is not in any respect in default or violation of any order,
judgment or decree of any Official Body, in each case unless the failure to
comply with the same would not reasonably be expected to have a Material
Adverse Effect.


 


71

















 


(f)            No
proceeds of any Incremental Borrowing hereunder will be used (i) for a
purpose that violates, or would be inconsistent with, Regulation T, U or X
promulgated by the Board of Governors of the Federal Reserve System from time
to time or (ii) to acquire any security in any transaction which is
subject to Section 13 or 14 of the Securities Exchange Act of 1934, as
amended.


 


(g)           Each
Receivable treated as or represented to be a Pool Receivable is owned by the
Borrower, free and clear of any Adverse Claim (except as created pursuant to
the Transaction Documents).  The Eligible
Receivables included in Net Eligible Receivables Balance and owed by an
Official Body (other than the U.S. Federal Government) shall not exceed 2.0% of
the Net Eligible Receivables Balance at any time.  The Administrative Agent, for the benefit of
the Secured Parties, has a valid and perfected first priority security
interest, ranking ahead of any other encumbrance, security interest or pledge
and the interest of any other creditor of any Transaction Party in each Pool
Receivable and in the Related Security and Collections related thereto, the
Facility Accounts and all other Collateral, in each case, free and clear of any
Adverse Claim (except as created pursuant to the Transaction Documents).  Except for the filings required under the
Transaction Documents, no effective financing statement or other instrument
similar in effect is filed in any recording office listing any Transaction
Party as debtor, covering any Receivable, Related Security or other Collateral,
or any interest therein or proceeds thereof.


 


(h)           (i) Each
Portfolio Report and Supplemental Report is complete and accurate in all
material respects as of its date, (ii) all other written information,
data, exhibits, documents, books, records and reports furnished by or on behalf
of the Borrower to any Secured Party in connection with this Agreement, any
other Transaction Document or any transaction contemplated thereby are true and
accurate in all material respects as of the date stated or certified and do not
contain any material misstatement of fact or omit to state a material fact
necessary to make the statements contained therein, in light of the
circumstances under which they were made, not misleading, and (iii) all
annual and quarterly financial statements of Borrower which have been furnished
by or on behalf of the Borrower (A) have been prepared in accordance with
GAAP consistently applied and (B) fairly present in all material respects
the financial condition of the Borrower as of the dates set forth therein and
the results of any operations of the Borrower and, if applicable, its
consolidated Subsidiaries for the periods ended on such dates, subject to
year-end adjustments and the absence of footnotes in the case of unaudited
statements.


 


(i)            It
has (i) timely filed or caused to be filed all Tax returns required to be
filed, except to the extent failure to file would not reasonably be expected to
have a Material Adverse Effect, and (ii) paid or made adequate provision
for the payment of all Taxes, assessments and other governmental charges due
and payable by it except to the extent such Taxes, assessments or other
governmental charges are being contested in good faith by appropriate
proceedings and the Borrower has set aside on its books adequate reserves in
accordance with GAAP.  The Borrower 


 


72

















 


either (i) qualifies
as a qualified subchapter S subsidiary within the meaning of IRC Section 1361
and 1362 or (ii) is a disregarded entity and not treated as an entity
separate from the Parent for U.S. federal tax purposes.


 


(j)            (i) 
The principal places of business and chief executive office of Borrower and the
offices where it keeps all of its Records are located at the address(es) listed
on Schedule 2 (Address and Notice Information)
to this Agreement or such other locations of which the Administrative Agent has
been notified in accordance with Clause 5.1(h) (Further
Assurances; Changes in Name or Jurisdiction of Organization, etc.)
in jurisdictions where all action required by such Clause 5.1(h) has been
taken and completed.  (ii) Borrower
is a limited liability company organized under the laws of the State of
Delaware and its Federal Employer Identification Number is 26-1949042.


 


(k)           (i) The
names and addresses of all the Facility Account Banks together with the account
numbers of the Facility Accounts and the post office box number and address of
each Lock-Box at such Facility Account Banks are as specified in Schedule 5 (Facility Accounts and Account Banks), as such Schedule 5 (Facility Accounts and Account Banks) may be updated from
time to time pursuant to Clause 5.1(g) (Deposits to
Borrower Accounts).  (ii) All
Facility Accounts are subject to a valid and enforceable Security Document and
the Administrative Agent, on behalf of the Secured Parties, has a valid and
perfected security interest or pledge of the Facility Accounts, free and clear
of any Adverse Claims except, as created pursuant to the Transaction
Documents.  Borrower has not granted any
Person, other than the Administrative Agent as contemplated by the Transaction
Documents, ownership, dominion or control of any Lock-Box or Facility Account
or the right to the ownership, dominion or control of any such Lock-Box or
Facility Account at a future time or upon the occurrence of a future
event.  All Obligors have been instructed
to pay all amounts owed in respect of Receivables to a Collection Account (or
the related Lockbox described in Schedule 5 (Facility
Accounts and Account Banks), subject to Transition Exceptions.  The Borrower will use commercially reasonably
efforts to permit only Collections and other amounts payable in respect of Pool
Receivables to be deposited into the Borrower Accounts.  Each of the Facility Account Banks is an
Eligible Account Bank.


 


(l)            Since
its organization, the Borrower has not used any company name, tradename or
doing-business-as name other than the name in which it has executed this
Agreement.


 


(m)          The
Borrower was organized on February 7, 2008 under the Laws of the State of
Delaware and the Borrower did not engage in any business activities prior to
such date.  The Borrower has no
Subsidiaries.  Servicer owns, directly or
indirectly, 100% of the issued and outstanding Equity Interests of Borrower,
free and clear of any Adverse Claim. 
Such Equity Interests are validly issued, fully paid and nonassessable,
and there are no options, warrants or other rights to acquire securities of
Borrower.


 


73

















 


(n)           The
Borrower is not required to be registered as an “investment company” as defined
in the Investment Company Act of 1940.


 


(o)           The
Borrower is able to pay its debts and liabilities, direct, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and
matured.  The Borrower has sufficient
capital with which to conduct the business in which it is engaged.  The Borrower does not intend to, and does not
believe that it will, incur debts or liabilities beyond its ability to pay such
debts and liabilities as they mature, taking into account the timing and
amounts of cash to be received by it and the timing and amounts of cash to be
payable on or in respect of its Indebtedness. 
The Borrower is not insolvent and does not expect to become insolvent as
a result of its performance of its obligations under the Transaction Documents.


 


(p)           With
respect to each Receivable treated as or represented to be a Pool Receivable,
the Borrower received such Receivable as a contribution to its capital or
purchased such Receivable from the Parent and Parent (if Parent was not the
Originator of such Receivable) purchased such Receivable from a Sub-Originator,
in accordance with the terms of the Receivables Purchase Agreement, and in the
case of any such purchase, in exchange for payment (made by the Borrower to
Parent and by Parent (if Parent was not the Originator of such Receivable) to
such Sub-Originator in accordance with the provisions of the Receivables
Purchase Agreement) of cash, an addition to the principal amount of the
Intercompany Note, another form of deferred consideration permitted under the
Receivables Purchase Agreement, or a combination thereof in an amount which
constituted fair consideration.  Each
such purchase, acquisition or other transaction referred to above shall not
have been made for or on account of an antecedent debt owed by Sub-Originator
to Parent (if Parent was not the Originator of such Receivable) or by Parent to
the Borrower, and no such sale, acquisition or other transaction is or may be
voidable or subject to avoidance under any section of any applicable Insolvency
Law or by general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law).


 


(q)           Each
of the representations and warranties of the Borrower contained in the
Transaction Documents (other than this Agreement) is complete and correct and
the Borrower hereby makes each such representation and warranty to, and for the
benefit of, the Administrative Agent and the Secured Parties as if the same
were set forth in full herein.


 


(r)            Borrower
has not made any change to the Credit and Collection Policy except as permitted
by Clause 5.1(k) (Nature of Business; Credit
and Collection Policies).


 


(s)           With
respect to each Receivable transferred to Borrower under the Receivables
Purchase Agreement, reasonably equivalent value has been given by Borrower to
Parent, and by Parent to the Sub-Originator, 
in consideration therefor and such transfer was not made for or on
account of an antecedent debt.  No
transfer by any Originator or by Parent of any Receivable under the Receivables
Purchase 


 


74

















 


Agreement is or
may be voidable under any section of the Bankruptcy Reform Act of 1978 (11
U.S.C. §§ 101 et seq.), as amended.  Each
remittance of Collections to the Administrative Agent, the Funding Agent or the
Lenders hereunder will have been (i) in payment of a debt incurred in the
ordinary course of the Borrower’s business or financial affairs and (ii) made
in the ordinary course of the Borrower’s business or financial affairs.


 


5.             COVENANTS


 


5.1           Covenants
of the Borrower


 


Until the Final Payout Date:


 


(a)           Compliance
with Laws, Etc.


 


The Borrower will comply in all material respects with all applicable
Laws and preserve and maintain its organizational existence, rights,
franchises, qualifications, and privileges.


 


(b)           Offices,
Records and Books of Account


 


The Borrower will keep its records concerning the Pool Receivables at (i) the
address of the Borrower specified in Clause 11.2 (Notices,
etc.) as of the date of this Agreement or (ii) upon fifteen
(15) days prior written notice to the Administrative Agent and each Funding
Agent, at any other locations in jurisdictions where all actions necessary or
requested by the Administrative Agent to protect and perfect its security
interest in the Collateral have been taken and completed.  The Borrower also will maintain and
implement, or cause the Servicer to maintain and implement, administrative and
operating procedures (including an ability to recreate records to the extent
necessary evidencing Receivables, any Related Security with respect thereto and
related Contracts in the event of the loss or destruction of the originals
thereof), and keep and maintain all documents, books, records and other
information necessary for the collection of all Receivables, Related Security
with respect thereto, the Facility Accounts and the other Collateral (including
records adequate to permit the daily identification of each Receivable and all
Collections thereof and adjustments thereto). 
The Borrower shall give the Funding Agents prompt notice of (i) any
change in its administrative and operating procedures referred to in the
previous sentence that would materially affect (A) data or calculations
included in any Portfolio Report or used to determine the existence of a
Facility Event, (B) financial tests, (C) revenue recognition or (D) otherwise
relate to the Collateral, and (ii) any change of the Chief Financial
Officer, Treasurer, Controller, Assistant Treasurer or Assistant Controller of
Tribune Company or the Chief Financial Officer of the Tribune Publishing
Segment and the Chief Financial Officer of the Tribune Broadcasting Segment,
and any allegation of criminal misconduct or fraud by any such Person involved
in the origination or servicing of Receivables.


 


75

















 


(c)           Sales,
Liens, Etc.


 


The Borrower will not sell, assign (by operation of law or otherwise)
or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or
with respect to, the Receivables, the Related Security, any Facility Account,
any other Collateral or any other asset of the Borrower, or assign any right to
receive income in respect thereof; or permit any Equity Interests of the
Borrower to be subject to any Adverse Claim. 
Nothing in this Clause 5.1(c) shall prevent the Borrower from
making Restricted Payments otherwise permitted under Clause 5.1(m).


 


(d)           Extension
or Amendment of Pool Receivables and Contracts


 


Except as provided in Clause 2.2(c) (Duties of
the Servicer) of the Servicing Agreement, the Borrower will not (i) extend,
amend, waive or otherwise modify the terms of any Pool Receivable or any
Related Security, or (ii) amend, waive or otherwise modify any term or
condition of any Contract related thereto in a manner that could reasonably be
expected to adversely affect the collectibility of the Pool Receivables or
could otherwise reasonably be expected to have a Material Adverse Effect.


 


(e)           Changes
to Senior Credit Agreement


 


The Borrower will provide drafts and executed copies of each amendment,
modification or waiver of the Senior Credit Agreement (including without
limitation any interest, fees or other pricing in connection therewith) to the
Funding Agents contemporaneously with the delivery thereof to the lenders under
the Senior Credit Agreement; provided that each Lender hereunder shall have been
deemed to receive such information, amendment or modification in its capacity
as a Lender hereunder if it (or an Affiliate thereof) received such
information, amendment or modification in its capacity as a lender under the
Senior Credit Agreement.


 


(f)            Change
in Payment Instructions to Obligors


 


Subject to the Transition Exceptions, the Borrower will not, and will
not permit an Originator or a Servicer Party to, add or terminate any Facility
Account from those listed in Schedule 5 (Facility Accounts and Facility
Account Banks) or make, or permit an Originator or Servicer Party to
make, any change in any instruction to Obligors regarding payments to be made
in respect of the Receivables or payments to be made to any Facility Account
unless (i) an Obligor is instructed to pay another existing Facility
Account and the original Facility Account remains open for at least three (3) months
following such instruction, or (ii) the Administrative Agent and each
Funding Agent shall have received at least ten (10) Business Days prior
written notice of such addition, termination or change (including an updated
Schedule 5 (Facility Accounts and Facility Account Banks))
and a fully executed Account Control Agreement with respect to each new
Facility Account has been delivered to the Administrative Agent.  Subject to 


 


76

















 


the Transition Exceptions, each Borrower Account and the Cash Reserve
Account shall be maintained at all times in the name of the Borrower, except as
otherwise agreed by the Administrative Agent. Each other Facility Account shall
be maintained at all times in the name specified in Schedule 5.


 


(g)           Deposits
to Borrower Accounts


 


If the Borrower shall receive any Collections directly, the Borrower
shall (or will cause the Servicer to) promptly (and in any event within one
Business Day) cause such Collections to be deposited into a Collection Account
or a Borrower Concentration Account.  The
Borrower will use commercially reasonable efforts to (and will cause the
Servicer Parties to use commercially reasonable efforts to) prevent funds which
do not constitute Collections of Receivables from being deposited into any
Borrower Account.


 


(h)           Further
Assurances; Change in Name or Jurisdiction of Organization, Etc.


 


(i)            The
Borrower agrees from time to time, at its expense, promptly to execute and
deliver all further instruments and documents, and to take all further actions,
that may be necessary, or that the Administrative Agent may reasonably request,
to perfect, protect or more fully evidence the Administrative Agent’s first
priority perfected security interest in the Receivables, the Related Security,
the Facility Accounts and the other Collateral, or to enable the Conduit
Lenders, the Committed Lenders, the Funding Agents or the Administrative Agent
to exercise and enforce their respective rights and remedies under the
Transaction Documents.  Without limiting
the foregoing, the Borrower will, upon the request of the Administrative Agent,
execute and file such financing or continuation statements, or amendments
thereto, and such other instruments and documents, that may be necessary, or
that the Administrative Agent may request, to perfect, protect or evidence the
Administrative Agent’s security interest in the Receivables, the Related
Security, the Facility Accounts and the other Collateral.  The Borrower authorizes the Administrative
Agent to file financing or continuation statements or similar instruments, and
amendments thereto and assignments thereof, relating to the Receivables, the
Related Security, the Facility Accounts and the other Collateral for the
purpose of evidencing or protecting its first priority perfected security
interest in connection therewith without the signature of the Borrower.  A photocopy or other reproduction of this
Agreement shall be sufficient as a financing statement where permitted by Law.


 


(ii)           The
Borrower will at all times be organized under the laws of the State of Delaware
and will not take any action to change its jurisdiction of organization.


 


(iii)          The
Borrower will not change its name, identity, organizational structure,
location, registered office, its principal place of management or tax 


 


77

















 


identification
number or make any other change which could render any financing statement or
similar instrument filed in connection with any Transaction Document seriously
misleading or otherwise ineffective under applicable Law, unless the
Administrative Agent shall have received at least 30 days’ advance written
notice of such change prior to the effectiveness thereof and all action by the
Borrower necessary or appropriate to perfect or maintain the perfection and
priority of the Administrative Agent’s security interest in the Receivables, the
Related Security, the Facility Accounts and the other Collateral (including the
filing of all financing statements or similar instruments and the taking of
such other action as the Administrative Agent may request in connection with
such change) shall have been duly taken.


 


(i)            Separateness


 


The Borrower acknowledges that the Lenders are entering into this
Agreement in reliance on the Borrower’s identity as separate from the other
Transaction Parties, and shall take all reasonable steps, including, without
limitation, all steps that the Administrative Agent or any Lender may from time
to time reasonably request, to maintain the Borrower’s identity as a separate
legal entity and to make it manifest to third parties that the Borrower is an
entity with assets and liabilities distinct from those of the Transaction
Parties and any Affiliates thereof and not just a division of a Transaction
Party or any such Affiliate.  Without
limiting the generality of the foregoing and in addition to the other covenants
set forth herein:


 


(i)            The
Borrower will pay its own liabilities out of its own funds.  Without limiting the foregoing, the Borrower
shall compensate all employees, consultants and agents directly, from Borrower’s
own funds, for services provided to Borrower by such employees, consultants and
agents and, to the extent any employee, consultant or agent of Borrower is also
an employee, consultant or agent of Tribune or any Affiliate thereof, allocate
the compensation of such employee, consultant or agent between Borrower and
Tribune or such Affiliate, as applicable, on a basis that reflects the services
rendered to Borrower and Tribune or such Affiliate, as applicable.


 


(ii)           The
Borrower will hold itself out and identify itself as a separate and distinct
entity under its own name and not as a division or part of any other Person.


 


(iii)          The
Borrower will promptly correct any misunderstanding of which it has knowledge
regarding its separate existence and identity.


 


(iv)          The
Borrower will prepare and maintain its own full and complete books, records and
financial statements separate from any other Person.  The Borrower’s financial statements will
comply with GAAP.


 


78

















 


	
   

  	
  (v)

  	
  The Borrower will
  maintain at least one bank account in its own name.

  
	
   

  	
   

  	
   

  
	
   

  	
  (vi)

  	
  The Borrower will not
  assume or guarantee or become obligated for debts of any Person and no Person
  will assume or guarantee or become obligated for the debts of the Borrower,
  other than as provided in the Transaction Documents. The Borrower will not
  hold its credit out as being available to satisfy the obligations of any
  other Persons.

  
	
   

  	
   

  	
   

  
	
   

  	
  (vii)

  	
  The Borrower will not
  acquire obligations or securities of any Person except as otherwise expressly
  contemplated in the Transaction Documents. The Borrower will not make loans,
  advances or otherwise extend credit to any Person except as expressly
  contemplated by the Transaction Documents.

  
	
   

  	
   

  	
   

  
	
   

  	
  (viii)

  	
  Except to the extent
  provided in the Transaction Documents, the Borrower will not commingle any of
  its money or other assets with the money or assets of any other Person.

  
	
   

  	
   

  	
   

  
	
   

  	
  (ix)

  	
  Except as expressly
  contemplated in the Transaction Documents, the Borrower will engage in
  transactions and conduct all other business activities solely in its own name
  and through its own authorized officers and agents. The Borrower will present
  itself to the public as a separate company. Except to the extent provided in,
  or anticipated by, the Transaction Documents, no Person will be appointed
  agent of the Borrower.

  
	
   

  	
   

  	
   

  
	
   

  	
  (x)

  	
  The Borrower will duly
  observe, in a timely manner in all material respects, all obligations,
  including any filing and publication requirements, of a limited liability
  company organized under the laws of the State of Delaware.

  
	
   

  	
   

  	
   

  
	
   

  	
  (xi)

  	
  The Borrower shall
  clearly identify its offices (by signage or otherwise) as its offices and, if
  such office is located in the offices of Tribune, Borrower shall lease such
  office at a fair market rent.

  
	
   

  	
   

  	
   

  
	
   

  	
  (xii)

  	
  The Borrower shall have
  separate stationery, invoices and checks in its own name.

  
	
   

  	
   

  	
   

  
	
   

  	
  (xiii)

  	
  The Borrower shall
  conduct all transactions with the other Transaction Parties strictly on an
  arm’s-length basis, allocate all overhead expenses (including, without
  limitation, telephone and other utility charges) for items shared between
  Borrower and such Transaction Party on the basis of actual use to the extent
  practicable and, to the extent such allocation is not practicable, on a basis
  reasonably related to actual use.

  
	
   

  	
   

  	
   

  
	
   

  	
  (xiv)

  	
  The Borrower shall at
  all times have a Board of Directors consisting of three members, at least one
  member of which is an Independent Director.

  



 


79

















 


(xv)         The
Borrower shall maintain its organizational charter in conformity with this
Agreement, such that it does not amend, restate, supplement or otherwise modify
its Certificate of Formation or Limited Liability Company Agreement in any
respect that would impair its ability to comply with the terms or provisions of
any of the Transaction Documents.


 


(xvi)        The
Borrower shall otherwise act in a manner consistent with the assumptions set
forth in the opinion as to the bankruptcy matters delivered by Sidley Austin
LLP to the Funding Agents on the Closing Date.


 


(j)            Transaction
Documents


 


(i)            Except
as permitted under Clause 11.14 (Limitation on the Addition
and Termination of Sub-Originators) or as otherwise expressly
permitted by the Transaction Documents, the Borrower
will not terminate, amend, waive or modify, suffer to exist or consent to any
termination, amendment, waiver or modification of, any provision of any
Transaction Document or grant any other consent or other indulgence under any
Transaction Document, in each case, without the prior written consent of the
Administrative Agent and the Required Funding Agents.


 


(ii)           The
Borrower will perform all of its obligations under the Transaction Documents
and will enforce the Transaction Documents in accordance with their respective
terms.  With respect to any Receivable
purchased by Borrower from Parent, or by Parent from any other Originator, such
sale shall be effected under, and in compliance with the terms of, the
Receivables Purchase Agreement, including, without limitation, the terms
relating to the amount and timing of payments to be made to Parent or to such
other Originator in respect of the purchase price for such Receivable.


 


(k)           Nature
of Business; Credit and Collection Policies


 


The Borrower will not engage in any business other than the purchase
and financing of Receivables, Related Security and Collections originated by
the Originators pursuant to and in accordance with terms of the Transaction
Documents.  The Borrower will not create
or form any Subsidiary.  The Borrower
will not  amend, modify, change or repeal any of
its Organic Documents without the prior written consent of the Required Funding
Agents, which consent shall not be unreasonably withheld.  The Borrower will not make any change in the
Credit and Collection Policies without the prior written consent of the Administrative
Agent, except in either case for any such
change in a Credit and Collection Policy (i) that would not (A) impair
the collectibility of the Pool Receivables in any material respect, (B) otherwise
have a Material Adverse Effect or (C) adversely affect in any material
respect  the interests or remedies of the
Secured Parties or (ii) as required by applicable Law.  The Borrower will not have any employees.


 


80

















 


(l)            Mergers,
Etc.


 


The Borrower will not liquidate or dissolve or merge with or into or
consolidate with or into, or convey, transfer, lease or otherwise dispose of
(whether in one transaction or in a series of transactions), all or
substantially all of its assets (whether now owned or hereafter acquired) to,
or acquire all or substantially all of the assets or capital stock or other
ownership interest of, or enter into any joint venture or partnership agreement
with, any Person.


 


(m)          Distributions,
Etc.


 


The Borrower will not (i) declare or make any dividend payment or
other distribution of assets, properties, cash, rights, obligations or
securities on account of any Equity Interests in the Borrower, or return any
capital to its members as such, or purchase, retire, defease, redeem or
otherwise acquire for value or make any payment in respect of any membership
interest of the Borrower or any warrants, rights or options to acquire any
membership interests of the Borrower, now or hereafter outstanding, (ii) prepay,
purchase or redeem any Indebtedness (other than Indebtedness hereunder), (iii) lend
or advance any funds, (iv) repay any loans or advances to, for or from any
of its Affiliates (the amounts described in Clauses 5.1(m)(i) to (iv) being
referred to as “Restricted Payments”); provided,
however, that the Borrower may (x) purchase Receivables and any Related
Security and Collections related thereto, and (y) pay amounts owing in
respect of the Intercompany Note, and (z) provided that, after giving
effect thereto, no Facility Event has occurred and is continuing and the
Borrower’s Net Worth is not less than the Required Capital Amount, make
distributions to Parent, in each case in accordance with the terms and
conditions of the Transaction Documents, including Clause 2.6 (Application of Collections prior to Facility Termination Date),
Clause 2.7 (Application of Collections after Facility
Termination Date) and Clause 3 (Conditions of Incremental
Borrowings).


 


(n)           Indebtedness


 


The Borrower will not create, incur, guarantee, assume or suffer to
exist any Indebtedness or other liabilities, whether direct or contingent,
funded or unfunded, other than (i) as a result of the endorsement of
negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business, (ii) the incurrence of obligations under this
Agreement, (iii) the incurrence of other obligations pursuant to, and, as
expressly set forth in, the Transaction Documents or (iv) the incurrence
of operating expenses in the ordinary course of business.


 


(o)           Taxes


 


The Borrower will (i) file all Tax returns and reports required by
Law to be filed by it, except to the extent failure to file would not
reasonably be expected to have a Material Adverse Effect, and (ii) promptly
pay all Taxes and governmental 


 


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charges at any time owing by it except to the extent such Taxes or
governmental charges are being contested in good faith by appropriate
proceedings and the Borrower has set aside on its books adequate reserves in accordance
with GAAP.  The Borrower will pay when
due any Taxes (other than Excluded Taxes) payable by the Borrower in connection
with the Collateral.  The Borrower agrees
to take all actions and to do all things necessary or appropriate to maintain
its status as either (i) a qualified subchapter S subsidiary within the
meaning of IRC Section 1361 and 1362 or (ii) a disregarded entity not
treated as an entity separate from the Parent for U.S. federal tax purposes.


 


(p)           Enforcement


 


The Borrower on its behalf, and on behalf of the Secured Parties, shall
(or shall cause the Servicer Parties to) promptly enforce all covenants and
obligations in its favor of the other Transaction Parties under the Transaction
Documents.  The Borrower will take all
actions to perfect and enforce its rights and interests (and the rights and
interests of the Administrative Agent and the Secured Parties as assigns of
Borrower) under the Transaction Documents (excluding this Agreement, the
Security Agreement and the Fee Letter) as the Administrative Agent or the
Required Funding Agents may from time to time  request,
including making claims to which it may be entitled under any indemnity,
reimbursement or similar provision contained in any such Transaction
Document.  The Borrower shall also
deliver consents, approvals, acknowledgements, directions, notices, waivers and
take such further actions thereunder as may be directed by the Administrative
Agent.


 


(q)           Collateral


 


The Borrower will cause all Collateral, including Borrower Accounts and
the Cash Reserve Account, to be subject at all times to a first priority
perfected security interest in favor of the Administrative Agent, (subject only
to any Adverse Claims of any applicable Facility Account Banks at which a
Borrower Account or the Cash Reserve Account is maintained (as set forth in the
applicable Account Control Agreement) and the Transition Exceptions.


 


(r)            Change
in Accountants or Accounting Policies


 


The Borrower shall promptly notify the Administrative Agent of any
change in its outside accountants or material change in its accounting policies
that relate to the Receivables, that affect the reports required to be
delivered hereunder or that could reasonably be expected to have a Material
Adverse Effect.


 


(s)           Power
of Attorney


 


The Borrower will not voluntarily revoke or attempt to revoke any power
of attorney granted by it in connection with the transactions contemplated by
the Transaction Documents.


 


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(t)            Instruments


 


The Borrower shall not take any action to cause any Pool Receivable not
evidenced by a negotiable instrument upon origination to become evidenced by a
negotiable instrument, except in connection with the enforcement or collection
of a Defaulted Receivable or otherwise in accordance with the Servicer’s
standard operating procedures.


 


(u)           Delivery
of Financial Statements; Litigation; Other Information


 


The Borrower shall deliver to the Administrative Agent (i) within
90  days after the close of each of its
fiscal years, a copy of its unaudited financial statements prepared in
accordance with GAAP, including a balance sheet and the related consolidated
statements of income, cash flows and changes in the membership interests of
members, in each case setting forth figures for such fiscal year and the
previous fiscal year, (ii) within two (2) Business Days of a
Responsible Officer of the Borrower or the Servicer learning thereof, written
notice to the Administrative Agent and the Funding Agent of any action, suit,
investigation by an Official Body, litigation or proceedings at law or in
equity or by or before an Official Body pending or threatened against or
affecting the Borrower or any of its business, property or revenues, and (iii) promptly
upon request, such other information as any Funding Agent shall reasonably
request with respect to the Transaction Parties or their assets.


 


(v)           Licenses,
Etc.


 


The Borrower shall maintain in full force and effect all licenses,
approvals, authorizations, consents, registrations and notifications which are
at any time required in connection with the performance of its duties and
obligations hereunder and under the other Transaction Documents, except where
the absence of the same would not have a Material Adverse Effect.


 


(w)          Title


 


At all times on and after the Closing Date until the Final Payout Date (i) all
actions to be taken in order to perfect and protect the interests of the
Administrative Agent and the other Secured Parties in the Pool Receivables and
the Related Security and Collections related thereto, the Borrower Accounts,
the Cash Reserve Account and all other Collateral against any Adverse Claim or
the interest of any creditor of or purchaser from any Transaction Party will
have been duly taken in each jurisdiction necessary for such purpose, (ii) all
registrations, financing statements, notices, instruments and documents
required to be recorded or filed in order to perfect and protect interests of
the Administrative Agent and the other Secured Parties in the Pool Receivables
and the Related Security and Collections related thereto, the Borrower
Accounts, the Cash Reserve Account and all other Collateral against any Adverse
Claim or the interest of any creditor of, or purchaser from, any Transaction
Party will have been duly executed, filed 


 


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or served in or on the appropriate filing office, Official Body or
other Person in each jurisdiction necessary for such purpose and (iii) all
fees and Taxes, if any, payable in connection with such actions and filings
shall have been paid in full when or before due.


 


(x)            Performance
and Compliance with Contracts and Credit and Collection Policies


 


The Borrower will, at its expense, timely and fully comply with the
Credit and Collection Policies except where failure to comply would not be
reasonably expected to have a Material Adverse Effect.


 


5.2           Inspections;
Agreed Upon Procedures Audit


 


Until the Final Payout Date, the Borrower will, and will cause each
Servicer Party to, at its respective expense (but subject to the last sentence
of this Clause), during regular business hours as requested by the
Administrative Agent and/or any Funding Agent upon (absent a Facility Event)
reasonable prior notice, permit the Administrative Agent, any Funding Agent, or
their respective agents or representatives (including independent accountants
or consultants) (a) to conduct periodic audits of, or to perform agreed
upon procedures with respect to, the Receivables, the Related Security, the
other Collateral and the related books and records, including the Contracts,
and collections systems of the Borrower, or the applicable Servicer Party, as
the case may be, (b) to examine and make copies of and abstracts from all
documents, purchase orders, invoices, agreements, books, records and other
information (including computer programs, tapes, discs, cards, data processing
software, storage media and related property and rights) in the possession or
under the control of the Borrower or the applicable Servicer Party, as the case
may be, relating to Receivables, the Related Security and the other Collateral,
including the Contracts (c) to visit the offices and properties of the
Borrower or the applicable Servicer Party, as the case may be, for the purpose
of examining such materials described in Clauses 5.2(a) and (b), and to
discuss matters relating to Receivables, the Related Security and the other
Collateral or the Borrower’s, or the applicable Servicer Parties’ performance
under the Transaction Documents or under the Contracts with any of the officers
or employees of the Borrower, or the applicable Servicer Party, as the case may
be, having knowledge of such matters. 
Unless a Facility Event has occurred, the Borrower shall not be liable
for the expense of more than two  audits or
agreed upon procedures reports during any fiscal year of the Servicer, and any
additional audits or agreed upon procedures reports shall be at the expense of
the Lenders.


 


6.             ADMINISTRATION AND COLLECTION OF RECEIVABLES


 


6.1           Designation
of Servicer


 


The servicing, administration and collection of the Pool Receivables
shall be conducted by the Servicer so designated under the Servicing Agreement
from time to time.


 


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6.2           Certain
Rights of the Administrative Agent


 


(a)           The
Administrative Agent may (and if so directed by the Required Funding Agents,
shall), at any time have each Borrower Account and the Cash Reserve Account
transferred into the name of the Administrative Agent for the benefit of the
Secured Parties.  The Administrative
Agent may (and, if so directed by the Required Funding Agents, shall) assume
exclusive control of the Borrower Accounts. 
The Administrative Agent may take such actions to effect such transfer
or assumption as it may determine to be necessary or appropriate (including
delivering the notices attached to the applicable Security Documents).  The Administrative Agent and the Funding
Agents agree that the Administrative Agent will not effect such transfer or
assumption with respect to any Facility Account other than the Cash Reserve
Account unless a Facility Event has occurred. 
The Administrative Agent shall have exclusive control with respect to
the Cash Reserve Account at all times.


 


(b)           Following
the occurrence and during the continuation of a Trigger Event, at the
Administrative Agent’s request (acting either on its own initiative or at the
request of the Required Funding Agents) and at the Borrower’s expense, the
Borrower shall, or shall cause each Servicer Party to (and if any Servicer
Party shall fail to do so within two Business Days, the Administrative Agent
may) take any or all of the following actions:


 


(i)            The
Borrower or such Servicer Party shall execute any power of attorney or other
similar instrument and/or take any other action necessary to give effect to the
notice and directions described in this Clause, including any action required (x) to
convey or perfect the Borrower’s title or the Administrative Agent’s security
interest in the Pool Receivables and Related Security, or (y) to be taken
so that the obligations or other indebtedness of such Obligors in respect of
any Pool Receivables and any Related Security with respect thereto may no
longer be legally satisfied by payment to the applicable Originator or any of
its Affiliates.


 


(ii)           The
Borrower or such Servicer Party shall (A) assemble all of the Contracts,
documents, instruments and other records (including computer tapes and disks)
that evidence or relate to the Collateral, or that are otherwise necessary to
collect the Collateral, and shall make the same available to the Administrative
Agent at a place selected by the Administrative Agent or its designee, and (B) segregate
all cash, checks and other instruments received by it from time to time
constituting Collections of Collateral in a manner acceptable to the
Administrative Agent and, promptly upon receipt, remit all such cash, checks
and instruments, duly endorsed or with duly executed instruments of transfer,
to the Administrative Agent or its designee.


 


(iii)          The
Borrower or such Servicer Party shall (and without limiting any rights of the
Administrative Agent granted elsewhere under the Transaction


 


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Documents) (A) notify
each Obligor of Pool Receivables of the transfer, sale, trust, assignation and
assignment of the Pool Receivables and the Related Security with respect
thereto pursuant to the Transaction Documents and of the Borrower’s ownership
of, and the Administrative Agent’s security interest in, the Pool Receivables
and the Related Security with respect thereto, and (B) direct such
Obligors that payments under any Pool Receivable or any Related Security with
respect thereto be made directly to the Administrative Agent or its designee.


 


(c)           Following the
occurrence and during the continuation of a Trigger Event, the Borrower
authorizes the Administrative Agent to take any and all steps in the Borrower’s
name and on behalf of the Borrower that are necessary in the determination of
the Administrative Agent, to collect amounts due under the Collateral,
including (i) endorsing the Borrower’s or any other Transaction Party’s
name on checks and other instruments representing Collections, and (ii) enforcing
the Receivables and the Related Security and the Security Agreements and other
Transaction Documents, including to ask, demand, collect, sue for, recover,
compromise, receive and give acquittance and receipts for moneys due and to
become due under or in connection with therewith and to file any claims or take
any action or institute any proceedings that the Administrative Agent (or such
designee) may deem to be necessary for the collection thereof or to enforce
compliance with the terms and conditions of, or to perform any obligations or
enforce any rights of the Borrower or any other Transaction Party in respect
of, the Receivables and the Related Security and the other Transaction
Documents.


 


6.3           Performance
of Obligations


 


(a)           If the Servicer or the
Borrower fails to perform any of its obligations under this Agreement or any
other Transaction Document, taking into account any applicable grace periods
and/or right to remedy breaches, the Administrative Agent may (but shall not be
required to) itself perform, or cause performance of, such obligation; and the
Administrative Agent’s costs and expenses incurred in connection therewith
shall be payable by the Servicer or the Borrower, as applicable.


 


(b)           The Borrower shall, and
shall cause the Servicer to, perform their respective obligations, and exercise
their respective rights, under the Contracts and the Transaction Documents to
the same extent as if a security interest therein had not been granted to the
Administrative Agent.  The exercise by
the Administrative Agent on behalf of the Secured Parties of their rights under
this Agreement shall not release the Servicer or the Borrower from any of their
duties or obligations with respect to any Contracts or Transaction Documents.  None of the Administrative Agent, the Lenders
or the Funding Agents shall have any obligation or liability with respect to
any Transaction Documents or Contracts, nor shall any of them be obligated to
perform the obligations of any Transaction Party under any Transaction Document
or Contract.


 


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(c)           The Administrative
Agent’s rights and powers under this Clause 6 and under the Servicing Agreement
shall not subject the Administrative Agent to any liability if any action taken
by it proves to be inadequate or invalid nor shall such powers confer any
obligation whatsoever upon the Administrative Agent.


 


6.4           Backup Servicing Agreement


 


Each of the Borrower and the Servicer agrees that within sixty (60)
days of the Closing Date, the Borrower and Servicer will enter into a Backup
Servicing Agreement, in form and substance satisfactory to the Administrative
Agent, with Hewlett-Packard or such other backup servicer as may be acceptable
to the Administrative Agent, in which such backup servicer agrees to assume
responsibility for servicing the Pool Receivables as a replacement Servicer
(following such replacement, the “Replacement Servicer”);
provided that (i) the scope of the services to be provided by the
Replacement Servicer with respect to all Pool Receivables shall include (A) all
of the services currently performed by Hewlett Packard-Costa Rica with respect
to a portion of the Pool Receivables and (B) such other reporting and
other services as the Administrative Agent reasonably deems necessary to
realize the value of such Receivables for the benefit of the Secured Parties
and to protect the rights and interests of the Secured Parties with respect to
the Collateral, (ii) the pricing for such services shall be set forth in
such agreement and reasonably acceptable to the Administrative Agent, and (iii) the
Transaction Parties shall have agreed to such actions as are reasonably
necessary to enable the Replacement Servicer to perform its obligations
thereunder at the request of the Administrative Agent following a Servicer
Default, subject to such exceptions as the Administrative Agent shall
agree.  It is understood and agreed that
such backup servicer shall not be required to replicate the Servicer’s
Chicago-based systems.  The Servicer
shall provide current data to the backup servicer in a format compatible with
the backup servicer’s systems.


 


7.             TRIGGER EVENTS AND TERMINATION EVENTS


 


7.1           Trigger Events


 


If any of the following events (each, a “Trigger
Event”) shall occur and be continuing:


 


(a)           Any of the following
shall occur:


 


(i)            any Transaction Party
shall fail to make any payment of Interest or Fees required to be made by it
hereunder or under any other Transaction Document when due hereunder or
thereunder, or shall fail to deposit Collections (other than Deemed
Collections) when such Collections are required to be deposited by it under a
Transaction Document and such failure shall continue for two (2) Business
Days after the earlier of written notice to such Transaction Party or actual
knowledge of a Responsible Officer of a Transaction Party;


 


87

















 


(ii)           any
Transaction Party shall fail to make any deposit of Deemed Collections required
to be made by it hereunder or under any Transaction Document to which it is a
party when due hereunder or thereunder, and such failure shall continue for two
(2) Business Days after the earlier of written notice to such Transaction
Party or a Responsible Officer of a Transaction Party having actual knowledge
of such failure;


 


(iii)          the
Borrower shall fail to make any payment of principal on any Loan when due;


 


(iv)          any
Transaction Party shall fail to make any other payment or deposit required to
be made by it hereunder or under any other Transaction Document to which it is
party when due hereunder or thereunder, and such failure shall continue for ten
(10) calendar days after the earlier of written notice to such Transaction
Party or a Responsible Officer of a Transaction Party having actual knowledge
of such failure;


 


(v)           any
Monthly Report or Supplemental Report shall not have been delivered within two (2) Business
Days of the date when due; provided that if the failure to deliver such report
results from a Force Majeure Event, the grace period in this clause shall be
three (3) Business Days instead of two (2) Business Days;


 


(vi)          any
Interim Report shall not have been delivered within one (1) Business Day
of the date when due; provided that, if the failure to deliver such report
results from a Force Majeure Event, the grace period in this clause shall be
two (2) Business Days instead of one (1) Business Day; or


 


(vii)         during
any calendar month more than two Interim Reports shall not have been delivered
when due other than by reason of a Force Majeure Event not to exceed two weeks
in duration;


 


(b)           other than as addressed
in Clauses 7.1(a) and 7.2(a), any Transaction Party shall fail to perform
or observe any term, covenant or agreement contained in this Agreement or any
other Transaction Document to which such Transaction Party is a party  and, if such failure relates to a Specified Provision and
is capable of being remedied, such Transaction Party shall have failed to
remedy such failure within fifteen (15) Business Days after the earlier of such
Transaction Party receiving written notice of such failure or a Responsible
Officer of a Transaction Party having actual knowledge of such failure;


 


(c)           an “Event of Default”
shall occur under, and as defined in, the Senior Credit Agreement;


 


(d)           the Administrative
Agent, on behalf of the Secured Parties, shall, for any reason, fail or cease
to have a valid and perfected first priority charge, security interest or
pledge in the Collateral prior to all other interests, or there shall exist any
Adverse Claims on such Collateral (except as arising under the Transaction
Documents);


 


88

















 


(e)           a Servicer Default or
Facility Termination Event shall occur;


 


(f)            other than as
permitted by Clause 11.14 (Limitations on Addition
and Termination of Originators), any Change of Control shall occur
with respect to Tribune or the Parent shall cease to own (i) directly 100%
of the Equity Interests of the Borrower or (ii) directly or indirectly
100% of the Equity Interest of each Sub-Originator;


 


(g)           the Percentage Factor
exceeds the Maximum Percentage Factor on any Business Day, and such
circumstance remains unremedied on the related Interim Settlement Date;


 


(h)           as at the end of any
Calculation Period, (i) the Three-Month Rolling Average Dilution Ratio-Broadcasting
exceeds 3.0%, or (ii) the Three-Month Rolling Average Dilution Ratio –
Publishing exceeds 7.0%;


 


(i)            as at the end of any
Calculation Period, the Three-Month Rolling Average Default Ratio exceeds 7%;


 


(j)            as at the end of any
Calculation Period, the Three-Month Rolling Average Delinquency Ratio exceeds
6.75%;


 


(k)           at the end of any
Calculation Period, (i) the Three-Month Rolling Average DSO-Broadcasting
is greater than 120, or (ii) the Three-Month Rolling Average DSO –
Publishing is greater than 75;


 


(l)            any Transaction Party
receives notice or becomes aware that a notice of lien has been filed against
any Transaction Party under Section 430(k) of the IRC or Section 303(k) of
ERISA for a failure to make a required installment or other payment to a plan
to which Section 430(k) of the IRC or Section 303(k) of
ERISA applies;


 


(m)          for any Test Period:


 


(i)            the Interest Coverage
Ratio is less than the Minimum Interest Coverage Ratio;


 


(ii)           the “Total Guaranteed
Leverage Ratio” is more than the Maximum Total Guaranteed Leverage Ratio; or


 


(iii)          the aggregate amount of
Capital Expenditures is greater than the Maximum Capital Expenditures;


 


The terms “Interest Coverage Ratio,” “Total Guaranteed Leverage Ratio,”
“Minimum Interest Coverage Ratios,” “Maximum Total Guaranteed Leverage Ratio” and “Test Period” shall have the
meanings assigned to such terms in the Senior Credit Agreement and Schedule 7 (Certain defined terms) to this Agreement as in effect on the
date hereof, subject to Approved Amendments;


 


89

















 


(n)           judgments or orders for
the payment of money in excess of $75,000,000 in the aggregate shall be
rendered against one or more Transaction Parties and either (i) enforcement
proceedings shall have been commenced by any creditor upon such judgment or
order or (ii) there shall be any period of 60 consecutive days during
which payment for such judgment or order shall remain unsatisfied or a stay of
enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; provided, however, that any such amount
shall be calculated after deducting
from the sum so payable any amount of such judgment or order that is covered by
a valid and binding policy of insurance in favor of such Transaction Parties;


 


(o)           the failure by the
Borrower to pay one or more final judgments requiring the Borrower to pay a sum
or sums of money (whether or not such judgment may be stayed or further
appealed), which judgments are not discharged or effectively waived or stayed
(including by appeal provided that Borrower is not required to make any payment
in respect of such judgment pending such appeal) for a period of fifteen (15)
days, or any action shall be legally taken by a judgment creditor to levy upon
assets or properties of the Borrower to enforce any such judgment; or


 


(p)           or any provision of a
Transaction Document shall cease, for any reason, to be in full force and
effect or to be the legally valid, binding and enforceable obligation of any
Transaction Party thereto (including without limitation as a result of an
Originator Termination Event but excluding a termination of an Originator’s
obligations permitted by Clause 11.14 (Limitations on Addition
and Termination of Originators)), or any Transaction Party shall so
assert in writing or any Transaction Party shall (except as expressly permitted
by any Transaction Document) otherwise seek to terminate or disaffirm its
material obligations under any such Transaction Document;


 


then, and in any such event, the Administrative Agent may, in its
discretion, and shall, at the direction of the Required Funding Agents, declare
the Facility Termination Date to have occurred upon notice to the Borrower (in
which case the Facility Termination Date shall be deemed to have occurred).


 


7.2           Facility Termination Events


 


If any of the following events (each, a “Facility
Termination Event”) shall occur and be continuing:


 


(a)           any representation,
warranty, certification or statement made by any Transaction Party in this
Agreement or any other Transaction Document to which such Transaction Party is
a party shall prove to have been incorrect in any material respect when made or
deemed made; provided that if such breach relates to a Specified Provision and
is capable of being cured, such breach shall not constitute a Facility
Termination Event unless it continues unremedied for five (5) Business
Days after the earlier of a Transaction Party receiving written notice of such 


 


90

















 


breach or a
Responsible Officer of a Transaction Party having actual knowledge of such
breach;


 


(b)           an Event of Bankruptcy
shall occur with respect to any Transaction Party; or


 


(c)           (i) any Material
Indebtedness of any Transaction Party is not paid when due or is declared or
otherwise becomes due prior to its scheduled maturity as a result of any
termination event, event of default or other similar event (however described),
or (ii) any pledge, charge or security interest securing the Material
Indebtedness of any Transaction Party is enforced in whole or in part as a
result of any termination event, event of default or other similar event
(however described);


 


then, and in any such event, the Administrative Agent may, in its
discretion, and shall, at the direction of the Required Funding Agents, declare
the Facility Termination Date to have occurred upon notice to the Borrower (in
which case the Facility Termination Date shall be deemed to have occurred);
provided that automatically upon the occurrence of any event (without any
requirement for the giving of notice) described in Clause 7.2(b), the Facility
Termination Date shall occur.  Upon any
such declaration or upon such automatic termination, the Lenders, the Funding
Agents and the Administrative Agent shall have, in addition to the rights and
remedies which they may have under this Agreement, all other rights and
remedies provided after default under applicable Law (including the UCC), which
rights and remedies shall be cumulative.


 


7.3           Acceleration of Maturity


 


If a Facility Termination Event shall have occurred and be continuing,
then and in every such case the Administrative Agent may, and if so directed by
the Required Funding Agents shall, declare all of the Loans to be immediately
due and payable by a notice in writing to the Borrower, and upon any such
declaration the unpaid principal amount of the Loans, together with accrued and
unpaid interest thereon, shall become immediately due and payable; provided
that in the case of any event described in Clause 7.2(b), the Loans shall
become immediately and automatically due and payable, without notice of any
kind being given to the Borrower.


 


8.             THE ADMINISTRATIVE AGENT


 


8.1           Authorization and Action


 


Each Lender and each Funding Agent hereby irrevocably appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement and the other Transaction
Documents as are delegated to the Administrative Agent by the terms hereof and
the other Transaction Documents, together with such powers as are incidental
thereto.  Without limiting the foregoing,
the Administrative Agent is empowered and authorized, on behalf of the Secured
Parties, to hold and administer the Collateral for the benefit of the Secured
Parties under the Security Documents. 
The Administrative Agent shall not have any duties other than those
expressly set forth in the Transaction Documents, and no implied obligations or



 


91

















 


liabilities shall be read into any Transaction Document, or otherwise
exist, against the Administrative Agent. 
The Administrative Agent does not assume, nor shall it be deemed to have
assumed, any duty of care or obligation to, or relationship of trust or agency
with, any Transaction Party, the Conduit Lenders, the Committed Lenders, the
Funding Agents or any other Secured Party, except as expressly set out in the
Transaction Documents.  Notwithstanding
any provision of this Agreement or any other Transaction Document, in no event
shall the Administrative Agent ever be required to take any action which
exposes the Administrative Agent to personal liability or which is contrary to
any provision of any Transaction Document or applicable Law.  Without limiting the generality of the
foregoing sentence, the use of the term “agent” in this Agreement with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable Law.  Instead, such term is
used merely as a matter of market custom, and is intended to create or reflect
only an administrative relationship between independent contracting parties.


 


8.2           Liability of Agent


 


Neither the Administrative Agent nor any of its directors, officers,
agents or employees shall be liable for any action taken or omitted to be taken
by it or them as Administrative Agent under or in connection with the
Transaction Documents (including the Administrative Agent’s servicing,
administering or collecting Receivables as Servicer pursuant to Clause 6 (Administration and Collection of Receivables)), in the
absence of its or their own gross negligence or willful misconduct.  Without limiting the generality of the
foregoing, the Administrative Agent:


 


(a)           may consult with legal
counsel (including counsel for the Borrower or any Servicer Party), independent
certified public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts;


 


(b)           makes no warranty or
representation to any Funding Agent, Conduit Lender, Committed Lender or other
Secured Party (whether written or oral) and shall not be responsible to any
Funding Agent, Conduit Lender, Committed Lender or other Secured Party for any
statements, warranties or representations (whether written or oral) made in or
in connection with this Agreement or any other Transaction Document;


 


(c)           shall not have any duty
to ascertain or to inquire as to the performance or observance of any of the
terms, covenants or conditions of this Agreement or any other Transaction
Document on the part of any Transaction Party or to inspect the property
(including the books and records) of any Transaction Party;


 


(d)           shall not be
responsible to any Funding Agent, Conduit Lender, Committed Lender or other
Secured Party for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other Transaction
Document; and


 


92

















 


(e)           shall incur no
liability under or in respect of this Agreement or any other Transaction
Document by acting upon any notice (including notice by telephone), consent, certificate
or other instrument or writing (which may be by facsimile) believed by it in
good faith to be genuine and signed or sent by the proper party or parties.


 


8.3           Barclays and Affiliates


 


The obligation of Barclays to fund Loans under this Agreement may be
satisfied by Barclays or any of its Affiliates. 
With respect to any Loan or interest therein owned by it, Barclays shall
have the same rights and powers under this Agreement as any Committed Lender
and may exercise the same as though it were not the Administrative Agent.  Barclays and any of its Affiliates may
generally engage in any kind of business with the Transaction Parties or any
Obligor, any of their respective Affiliates and any Person who may do business
with or own securities of the Transaction Parties or any Obligor or any of
their respective Affiliates, all as if Barclays were not the Administrative
Agent and without any duty to account therefor to the Funding Agents, the
Conduit Lenders, the Committed Lenders or other Secured Parties.


 


8.4           Indemnification of Administrative Agent


 


Whether or not the transactions contemplated hereby are consummated,
each Committed Lender severally agrees to indemnify the Administrative Agent
(to the extent not reimbursed by the Transaction Parties), ratably based on the
Commitment of such Committed Lender (or, if the Commitments have terminated,
ratably according to the respective Commitment of such Committed Lender
immediately prior to such termination), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever which
may be imposed on, incurred by, or asserted against the Administrative Agent,
in any way relating to or arising out of this Agreement or any other
Transaction Document or any action taken or omitted by the Administrative
Agent, under this Agreement or any other Transaction Document, provided that no
Committed Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the Administrative Agent’s gross negligence or
willful misconduct; provided, however, that no action taken in accordance with
the direction of the Required Funding Agents shall be deemed to constitute
gross negligence or willful misconduct for purposes of this Clause 8.4.  Without limitation of the foregoing, each
Committed Lender shall reimburse the Administrative Agent upon demand for its
ratable share of any costs or out-of-pocket expenses (including attorney’s
fees) incurred by the Administrative Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, any
other Transaction Document, or any document contemplated by or referred to
herein, to the extent that the Administrative Agent is not reimbursed for such
expenses by or on behalf of the Borrower. 
The undertaking in this Clause 8.4 shall survive payment on the Final
Payout Date and the resignation or replacement of the Administrative Agent.


 


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8.5           Delegation of Duties


 


The Administrative Agent may execute any of its duties through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  The Administrative Agent shall not be responsible
for the negligence or misconduct of any agents or attorneys-in-fact selected by
it with reasonable care.


 


8.6           Action or Inaction by Administrative Agent


 


The Administrative Agent shall in all cases be fully justified in
failing or refusing to take action under any Transaction Document unless it
shall first receive such advice or concurrence of the Funding Agents, the
Committed Lenders or the Required Funding Agents, as the case may be, and
assurance of its indemnification by the Committed Lenders, as it deems
appropriate.  The Administrative Agent
shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement or any other Transaction Document in accordance with a
request or at the direction of the Required Funding Agents, Funding Agents or
Committed Lenders, as the case may be, and such request or direction and any
action taken or failure to act pursuant thereto shall be binding upon all
Conduit Lenders, Committed Lenders and the Funding Agents.  Unless any action to be taken by the
Administrative Agent under a Transaction Document (a) specifically
requires the advice or concurrence of all the Funding Agents or Committed
Lenders or (b) specifically provides that it be taken by the
Administrative Agent alone or without any advice or concurrence of any Funding
Agent, then the Administrative Agent may (and shall, to the extent required
hereunder) take action based upon the advice or concurrence of the Required
Funding Agents.


 


8.7           Notice of Facility Events; Action by Administrative Agent


 


The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Facility Event or any other default or
termination event under the Transaction Documents, as the case may be, unless
the Administrative Agent has received notice from any Funding Agent, Lender,
any Servicer Party or the Borrower stating that a Facility Event has occurred
hereunder or thereunder and describing such event or default.  If the Administrative Agent receives such a
notice, it shall promptly give notice thereof to each Funding Agent whereupon
each Funding Agent shall promptly give notice thereof to its respective Conduit
Lender(s) and Committed Lenders. 
The Administrative Agent shall take such action concerning a Facility
Event or any other matter hereunder as may be directed by the Required Funding
Agents (subject to the other provisions of this Clause 8), but until the
Administrative Agent receives such directions, the Administrative Agent may
(but shall not be obligated to) take such action, or refrain from taking such
action, as the Administrative Agent deems advisable and in the best interests
of the Lenders.


 


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8.8           Non-Reliance on Administrative Agent and
Other Parties


 


Each Funding Agent and Lender expressly acknowledges that neither the
Administrative Agent nor any of its directors, officers, agents or employees
has made any representations or warranties to it and that no act by the
Administrative Agent hereafter taken, including any review of the affairs of
the Transaction Parties, shall be deemed to constitute any representation or
warranty by the Administrative Agent. 
Each Lender represents and warrants to the Administrative Agent that,
independently and without reliance upon the Administrative Agent, any Funding
Agent or any other Lender and based on such documents and information as it has
deemed appropriate, it has made and will continue to make its own appraisal of
and investigation into the business, operations, property, prospects, financial
and other conditions and creditworthiness of each Transaction Party and the
Receivables and its own decision to enter into this Agreement and to take, or
omit, action under any Transaction Document. 
Except for items expressly required to be delivered under any
Transaction Document by the Administrative Agent to any Funding Agent or
Lender, the Administrative Agent shall not have any duty or responsibility to
provide any Funding Agent or Lender with any information concerning the Transaction
Parties or any of their Affiliates that comes into the possession of the
Administrative Agent or any of its directors, officers, agents, employees,
attorneys-in-fact or Affiliates.


 


8.9           Successor Administrative Agent


 


The Administrative Agent may resign as Administrative Agent.  Except as provided below, such resignation
shall not become effective until a successor Administrative Agent is appointed
by the Required Funding Agents (with the consent of the Servicer, such consent
not to be unreasonably withheld or delayed) and has accepted such
appointment.  If no successor
Administrative Agent shall have been appointed within 30 days after the
departing Administrative Agent’s giving of notice of resignation, the departing
Administrative Agent may appoint a successor Administrative Agent, which
successor Administrative Agent shall have short-term debt ratings of at least
A-1 from S&P and P-1 from Moody’s and shall be either a commercial bank
having a combined capital and surplus of at least $250,000,000 or a Subsidiary
of such an institution and shall be acceptable to the Servicer (such acceptance
not to be unreasonably withheld or delayed). 
If no successor Administrative Agent shall have been appointed within 60
days after the departing Administrative Agent’s giving of notice of
resignation, the departing Administrative Agent may petition a court of
competent jurisdiction to appoint a successor Administrative Agent, which
successor Administrative Agent shall have short-term debt ratings of at least
A-1 from S&P and P-1 from Moody’s, and shall be either a commercial bank
having a combined capital and surplus of at least $250,000,000 or a Subsidiary
of such an institution.  Upon such
acceptance of its appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall succeed to and
become vested with all the rights and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from any
further duties and obligations under the Transaction Documents.  After any retiring Administrative Agent’s
resignation hereunder, the provisions of Clause 2.6 (Indemnities
by Servicer) of the Servicing Agreement and Clause 10 (Indemnities by 


 


95

















 


the Borrower) and this Clause 8 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
the Administrative Agent.


 


8.10         Consent to Agreed Upon Procedures


 


Each Lender and Funding Agent, by becoming a party to this Agreement,
authorizes the Administrative Agent to execute on its behalf a letter agreement
with respect to the limited engagement of, and consenting to the agreed upon
procedures to be performed by, a firm of nationally recognized independent
accountants or consultants acceptable to the Administrative Agent in connection
with the transactions contemplated by the Transaction Documents.


 


9.             THE FUNDING AGENTS


 


9.1           Authorization and Action


 


Each Conduit Lender and each Committed Lender which belongs to the same
Lender Group hereby appoints and authorizes the Funding Agent for such Lender
Group to take such action as agent on its behalf and to exercise such powers
under this Agreement and the other Transaction Documents as are delegated to
such Funding Agent by the terms hereof and the other Transaction Documents,
together with such powers as are incidental thereto.  No Funding Agent shall have any duties other
than those expressly set forth in the Transaction Documents, and no implied
obligations or liabilities shall be read into any Transaction Document, or
otherwise exist, against any Funding Agent. 
No Funding Agent assumes, nor shall it be deemed to have assumed, any
obligation to, or relationship of trust or agency with any Transaction Party,
Conduit Lender or Committed Lender except as otherwise expressly agreed by such
Funding Agent.  Notwithstanding any
provision of this Agreement or any other Transaction Document, in no event
shall any Funding Agent ever be required to take any action which exposes such
Funding Agent to personal liability or which is contrary to any provision of
any Transaction Document or applicable Law.


 


9.2           Funding Agent’s Reliance, Etc.


 


No Funding Agent nor any of its directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken by it or
them as a Funding Agent under or in connection with this Agreement or the other
Transaction Documents in the absence of its or their own gross negligence or
willful misconduct.  Without limiting the
generality of the foregoing, a Funding Agent: (a) may consult with legal
counsel (including counsel for the Administrative Agent, the Borrower, any
Servicer Party), independent accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith
by it in accordance with the advice of such counsel, accountants or experts; (b) makes
no warranty or representation to any Conduit Lender or Committed Lender
(whether written or oral) and shall not be responsible to any Conduit Lender or
Committed Lender for any statements, warranties or representations (whether
written or oral) made in or in connection with this Agreement or any other
Transaction Document; (c) shall not have any duty to ascertain or to inquire
as to the performance or observance 


 


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of any of the terms, covenants or conditions of this Agreement or any
other Transaction Document on the part of any Transaction Party or any other
Person or to inspect the property (including the books and records) of any
Transaction Party; (d) shall not be responsible to any Conduit Lender or
any Committed Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement, any other Transaction
Documents or any other instrument or document furnished pursuant hereto; and (e) shall
incur no liability under or in respect of this Agreement or any other
Transaction Document by acting upon any notice (including notice by telephone),
consent, certificate or other instrument or writing (which may be by facsimile)
believed by it to be genuine and signed or sent by the proper party or parties.


 


9.3           Funding Agent and Affiliates


 


With respect to any Loan or interests therein owned by it, each Funding
Agent shall have the same rights and powers under this Agreement as any
Committed Lender and may exercise the same as though it were not a Funding
Agent.  A Funding Agent and any of its
Affiliates may generally engage in any kind of business with any Transaction
Party or any Obligor, any of their respective Affiliates and any Person who may
do business with or own securities of any Transaction Party or any Obligor or
any of their respective Affiliates, all as if such Funding Agent were not a
Funding Agent and without any duty to account therefor to any Conduit Lenders
or Committed Lenders.


 


9.4           Indemnification of Funding Agents


 


Each Committed Lender in any Lender Group severally agrees to indemnify
the Funding Agent for such Lender Group (to the extent not reimbursed by the
Transaction Parties), ratably according to its Pro Rata Share, from and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted against such
Funding Agent in any way relating to or arising out of this Agreement or any
other Transaction Document or any action taken or omitted by such Funding Agent
under this Agreement or any other Transaction Document, provided that no
Committed Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Funding Agent’s gross negligence
or willful misconduct.


 


9.5           Delegation of Duties


 


Each Funding Agent may execute any of its duties through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties.  No Funding Agent shall be responsible for the
negligence or misconduct of any agents or attorneys-in-fact.


 


9.6           Action or Inaction by Funding Agent


 


Each Funding Agent shall in all cases be fully justified in failing or
refusing to take action under any Transaction Document unless it shall first
receive such advice or concurrence of the Conduit Lenders and Committed Lenders
in its Lender Group and 


 


97

















 


assurance of its indemnification by the Committed Lenders in its Lender
Group, as it deems appropriate.  Each
Funding Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement or any other Transaction Document in
accordance with a request or at the direction of the Committed Lenders in its
Lender Group representing a majority of the Commitments in such Lender Group,
and such request or direction and any action taken or failure to act pursuant
thereto shall be binding upon all Conduit Lenders and Committed Lenders in its
Lender Group.


 


9.7           Notice of Events of Termination


 


No Funding Agent shall be deemed to have knowledge or notice of the
occurrence of any Facility Event or and other default or termination event
under the Transaction Documents unless such Funding Agent has received notice
from the Administrative Agent, any other Funding Agent, any Conduit Lender or
Committed Lender, any Servicer Party or the Borrower stating that a Facility
Event or default or termination event under the Transaction Documents, as the
case may be, has occurred hereunder or thereunder and describing such event or
default.  If a Funding Agent receives
such a notice, it shall promptly give notice thereof to the Conduit Lenders and
Committed Lenders in its Lender Group and to the Administrative Agent.  The Funding Agent may take such action
concerning a Facility Event as may be directed by Committed Lenders in its
Lender Group representing a majority of the Commitments in such Lender Group
(subject to the other provisions of this Clause 9), but until such Funding
Agent receives such directions, such Funding Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, as such
Funding Agent deems advisable and in the best interests of the Conduit Lenders
and Committed Lenders in its Lender Group.


 


9.8           Non-Reliance on Funding Agent and Other
Parties


 


Except to the extent otherwise agreed to in writing between a Conduit
Lender and its Funding Agent, each Conduit Lender and Committed Lender in the
same Lender Group expressly acknowledges that neither the Funding Agent for its
Lender Group nor any of such Funding Agent’s directors, officers, agents or
employees has made any representations or warranties to it and that no act by
such Funding Agent hereafter taken, including any review of the affairs of the
Transaction Parties, shall be deemed to constitute any representation or
warranty by such Funding Agent.  Each
Conduit Lender and Committed Lender in the same Lender Group represents and
warrants to the Funding Agent for such Lender Group that, independently and
without reliance upon such Funding Agent, any other Funding Agent, the
Administrative Agent or any other Conduit Lender or Committed Lender and based
on such documents and information as it has deemed appropriate, it has made and
will continue to make its own appraisal of and investigation into the business,
operations, property, prospects, financial and other conditions and
creditworthiness of the Transaction Parties and the Receivables and its own
decision to enter into this Agreement and to take, or omit, action under any
Transaction Document.  Except for items
expressly required to be delivered under any Transaction Document by a Funding
Agent to any Conduit Lender or Committed Lender in its Lender Group, no Funding
Agent shall have any duty or responsibility to provide any Conduit Lender or
Committed Lender in its Lender Group with any information 


 


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concerning the Transaction Parties or any of their Affiliates that
comes into the possession of such Funding Agent or any of its directors,
officers, agents, employees, attorneys-in-fact or Affiliates.


 


9.9           Successor Funding Agent


 


Any Funding Agent may, upon written notice to the Administrative Agent,
the Borrower, the Servicer and the Conduit Lenders and Committed Lenders in its
Lender Group, resign as Funding Agent for its Lender Group.  Except as provided below, such resignation
shall not become effective until a successor Funding Agent has been appointed
in the manner prescribed by the relevant Program Support Agreements or, in the
absence of any provisions in such Program Support Agreements providing for the
appointment of a successor Funding Agent, until a successor Funding Agent is
appointed by the Conduit Lender(s) in such Lender Group (with the consent
of Committed Lenders representing a majority of the Commitments in such Lender
Group and has accepted such appointment. 
If no successor Funding Agent shall have been so appointed within 30 days
after the departing Funding Agent’s giving of notice of resignation, then the
departing Funding Agent may appoint a successor Funding Agent for such Lender
Group, which successor Funding Agent shall have short-term debt ratings of at
least A-1 from S&P and P-1 from Moody’s and shall be either a commercial
bank having a combined capital and surplus of at least $250,000,000 or an
Affiliate of such an institution.  Upon
such acceptance of its appointment as Funding Agent for such Lender Group
hereunder by a successor Funding Agent, such successor Funding Agent shall
succeed to and become vested with all the rights and duties of the retiring
Funding Agent, and the retiring Funding Agent shall be discharged from any
further duties and obligations under the Transaction Documents.  After any retiring Funding Agent’s
resignation hereunder, the provisions of Clause 2.6 (Indemnities
by Servicer) of the Servicing Agreement and Clause 10 (Indemnities by the Borrower) and this Clause 9 shall inure
to its benefit as to any actions taken or omitted to be taken by it while it
was a Funding Agent.


 


9.10         Reliance on Funding Agent


 


Unless otherwise advised in writing by a Funding Agent or by any
Conduit Lender or Committed Lender in such Funding Agent’s Lender Group, each
party to this Agreement may assume that (a) such Funding Agent is acting
for the benefit and on behalf of each of the Conduit Lenders and Committed
Lenders in its Lender Group, as well as for the benefit of each assignee or
other transferee from any such Person and (b) each action taken by such
Funding Agent has been duly authorized and approved by all necessary action on
the part of the Conduit Lenders and Committed Lenders in its Lender Group.


 


10.           INDEMNITIES


 


Without limiting any other rights that the Administrative Agent, the
Funding Agents, the Conduit Lenders, the Committed Lenders, the Program Support
Providers, any Program Manager or any of their respective officers, directors,
agents, attorneys, advisors, representatives, employees, controlling Persons or
Affiliates of any of the foregoing (each, an “Indemnified
Party”) may have hereunder, under any other Transaction


 


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Document or under applicable Law, the Borrower hereby agrees to
indemnify and hold harmless each Indemnified Party from and against any and all
damages, losses, claims, liabilities, deficiencies, costs, disbursements and
expenses, joint or several, including interest, penalties, amounts paid in
settlement and attorneys’ fees and expenses (all of the foregoing being
collectively referred to as “Indemnified Amounts”)
awarded against or  incurred by
any Indemnified Party (including in connection with or relating to any
investigation by an Official Body, litigation or lawsuit (actual or threatened)
or order, consent decree, judgment, claim or other action of whatever sort
(including the preparation of any defense with respect thereto regardless of
whether such Indemnified Person is a party thereto)), in each case, arising out
of or in connection with this Agreement or any other Transaction Document or
any transaction contemplated hereby or thereby, excluding, however (a) Indemnified
Amounts to the extent that such Indemnified Amounts are finally judicially
determined to have resulted from the bad faith, gross negligence, or willful
misconduct of such Indemnified Party, (b) Taxes and (c) recourse
(except as otherwise specifically provided in this Agreement or any other
Transaction Document) for Pool Receivables that are not collected or not
collectable on account of the insolvency, bankruptcy or financial inability to
pay of the Obligors in respect of such Pool Receivables.


 


Without limiting the generality of the foregoing indemnification, but
subject to the exclusions set forth in clauses (a) and (b) above, the
Borrower shall indemnify each Indemnified Party for Indemnified Amounts
relating to or resulting from:


 


(i)            reliance on any
representation or warranty made by any Transaction Party (or any officers of
any such Person) under or in connection with this Agreement, any other
Transaction Document or any other information or report delivered by any such
Person pursuant hereto or thereto, which shall have been false or incorrect
when made or deemed made;


 


(ii)           the failure by any
Transaction Party to comply with any term, provision or covenant contained in a
Transaction Document or any agreement executed in connection with a Transaction
Document or with any applicable law, rule or regulation with respect to
any Receivable or Contract related thereto, or the nonconformity of any
Receivable or Contract included therein with any such applicable law, rule or
regulation;


 


(iii)          any failure of a
Transaction Party to perform its duties, covenants or other obligations in
accordance with the provisions of this Agreement or any other Transaction
Document;


 


(iv)          any libel, personal
injury or damage suit, or other similar claim arising out of or in connection
with any Contract or any Receivable;


 


(v)           any dispute, claim,
offset or defense (other than discharge in bankruptcy of the Obligor) of the
Obligor to the payment of any Receivable including, without limitation, (x) a
defense based on such Receivable or the related Contract not being a legal,
valid and binding obligation of such Obligor 


 


100

















 


enforceable
against it in accordance with its terms, (y) any defense or dispute
relating to whether, as between an Advertising Agency and the related
Advertising Agency Clients, which Person or Persons are obligated to make
payment on a Receivable (whether before or after an Advertising Agency Client
remits payment to the related Advertising Agency), and (z) or any other
claim resulting from the sale of the services related to such Receivable or the
furnishing or failure to furnish such services;


 


(vi)          the commingling of
Collections of Receivables at any time with other funds;


 


(vii)         any investigation,
litigation or proceeding related to or arising from this Agreement or any other
Transaction Document, the transactions contemplated hereby, the use of the
proceeds of a Loan, the ownership of the Loans or any other investigation,
litigation or proceeding relating to a Transaction Party in which any
Indemnified Party becomes involved as a result of any of the transactions
contemplated hereby;


 


(viii)        any inability to litigate
any claim against any Obligor in respect of any Receivable as a result of such
Obligor being immune from civil and commercial law and suit on the grounds of
sovereignty or otherwise from any legal action, suit or proceeding;


 


(ix)           any Facility
Termination Event described in Clause 7.2(b) (Facility
Termination Events);


 


(x)            any failure of the
Borrower to acquire and maintain legal and equitable title to, and ownership of
any Pool Receivable and the Related Security and Collections with respect
thereto from the applicable Originator, free and clear of any Adverse Claim
(other than as created hereunder); or any failure of the Borrower or of Parent
to give reasonably equivalent value to the applicable Originator under the
Receivables Purchase Agreement in consideration of the transfer by Parent or
such other Originator of any Receivable, or any attempt by any Person to void
such transfer under statutory provisions or common law or equitable action;


 


(xi)           any failure to vest and
maintain vested in the Administrative Agent, for the benefit of the Secured
Parties, or to transfer to the Administrative Agent, for the benefit of the
Secured Parties, a first priority perfected security interest in the
Receivables, the Related Security, the Collections, the Facility Accounts and
the other Collateral, free and clear of any Adverse Claim (except as created by
the Transaction Documents);


 


(xii)          the failure to have
filed, or any delay in filing, financing statements or other similar
instruments or documents under the UCC of any applicable jurisdiction or other
applicable laws with respect to any Receivable, the Related Security and
Collections with respect thereto, and any proceeds 


 


101

















 


thereof, whether
at the time of any Incremental Borrowing or Repeat Advances or at any
subsequent time;


 


(xiii)         the failure by a
Transaction Party to be duly qualified to do business, to be in good standing
or to have filed appropriate fictitious or assumed name registration documents
in any jurisdiction where its ownership of property or the conduct of business
requires such qualification;


 


(xiv)        the failure of a Transaction
Party to pay when due any Taxes or charges imposed on such party.


 


(xv)         any action or omission by
a Transaction Party which reduces or impairs the rights of the Administrative
Agent, Agents or the Lenders with respect to any Receivable or the value of any
such Receivable;


 


(xvi)        any attempt by any Person
to void any Loan or any other transaction contemplated by the Transaction
Documents under statutory provisions or common law or equitable action; and


 


(xvii)       the failure of any
Receivable included in the calculation of the Net Receivables Balance at any
time as an Eligible Receivable to be an Eligible Receivable at the time so
included.


 


11.           MISCELLANEOUS


 


11.1         Amendments, Etc.


 


No failure on the part of the Funding Agents, the Conduit Lenders, the
Committed Lenders or the Administrative Agent to exercise, and no delay in
exercising, any power, right or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any power, right or remedy
hereunder preclude any other or further exercise thereof or the exercise of any
other power, right or remedy.  The rights
and remedies herein provided shall be cumulative and non-exclusive of any
rights and remedies provided by Law.  No
amendment or waiver of any provision of this Agreement or consent to any
departure by any Transaction Party therefrom shall be effective unless in
writing signed by the Administrative Agent, with the prior written consent of
the Required Funding Agents (and, in the case of any amendment, also signed by
the Borrower and the Servicer), and then such amendment, waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given; provided that no amendment, waiver or consent shall, unless in
writing and signed by each Lender (or, in the case of subclause 11.1(b) or
(c), each Lender having its Fees reduced or delayed or its Commitment or
Conduit Lending Limit increased or extended) in addition to the Administrative
Agent:


 


(a)           reduce the Principal
Balance of, or Interest that is payable on, account of any Loan or Tranche or
delay any scheduled date for payment thereof;


 


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(b)           reduce Fees payable by
the Borrower to the Funding Agents, the Conduit Lenders or the Committed
Lenders or delay the dates on which such Fees are payable, or increase the
Commitment or Conduit Lending Limit of any Lender;


 


(c)           extend the Scheduled
Commitment Facility Termination Dates or the Maturity Date;


 


(d)           except as provided in
Clause 11.14 (Limitation on the Addition and Termination
of Sub-Originators), release more than five percent (5%) of the
Collateral, or release any portion of the Collateral if a Facility Event has
occurred and is continuing or would result therefrom;


 


(e)           change any of the
provisions of this Clause or the definition of “Required Funding Agents,”


 


(f)            amend any Trigger
Event set forth in Clause 7.1(a), (d), (h), (i), (j), (k), and (l) (Trigger Events);


 


(g)           amend any Facility
Termination Event set forth in Clause 7.2(b) (Facility
Termination Events),


 


(h)           amend the definition of
“CP Rate,” “Total Reserves,” “Percentage Factor,” “Loss and Dilution Reserve,” “Yield
and Servicing Fee Reserve,” “Default Ratio,” “Defaulted Receivable,” “Delinquent
Receivable,” “Net Eligible Receivables Balance,” “Stress Factor,” “Eligible
Receivables,” or “Commingling Reserve” or increase the Maximum Percentage
Factor or any Concentration Limit; or


 


(i)            release the Borrower,
the Servicer or Parent from all of its obligations under the Transaction
Documents.


 


and provided, further, that (i) no amendment, waiver or consent
shall increase the Commitment of any Committed Lender or the Conduit Lending
Limit of any Conduit Lender unless in writing and signed by such Committed
Lender or such Conduit Lender, as the case may be, and the relevant Funding
Agent and (ii) no amendment, waiver or consent shall alter the duties of
the Administrative Agent or any Funding Agent without the consent of the
Administrative Agent or such Funding Agent, as applicable.


 


11.2         Notices, Etc.


 


All communications and notices provided for hereunder shall be provided
in the manner described in Schedule 2 (Address and Notice
Information).


 


11.3         Assignability


 


(a)           General


 


This Agreement and each Lender’s rights and obligations hereunder shall
be assignable by such Lender and its successors and permitted assigns to any
Eligible 


 


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Assignee subject to Clauses 11.3(b) and (c).  Each assignor of a Loan or any interest
therein shall notify the Administrative Agent and the Borrower of any such
assignment.  Each assignor of a Loan or
any interest therein may, in connection with the assignment or participation,
disclose to the assignee or participant any information relating to the Transaction
Parties, including the Collateral, furnished to such assignor by or on behalf
of any Transaction Party or by the Administrative Agent; provided that, prior
to any such disclosure, the assignee or participant agrees to preserve the
confidentiality of any confidential information relating to the Transaction
Parties received by it from any of the foregoing entities in a manner
consistent with Clause 11.6(b) (Confidentiality).  Notwithstanding anything herein or in any
other Transaction Document to the contrary, neither the Borrower nor any other
Transaction Party shall be responsible for any costs or other expenses incurred
in connection with any assignment or sale of a participation described in
Clauses 11.3(b), (c) and (f).


 


(b)           Assignments by Conduit
Lenders


 


Each Conduit Lender may pledge or otherwise grant security interests in
all of any portion of the Loans to a security trustee in connection with its
commercial paper program without prior notice to or consent from any other
party or any other condition or restriction of any kind.  Each Conduit Lender may assign or otherwise
transfer all or any portion of the Loans to any Eligible Assignee or Program
Support Provider with respect to such Conduit Lender without prior notice to or
consent from any other party or any other condition or restriction of any kind;
provided, that any such transfer must be approved in writing by the Borrower
(such approval not to be unreasonably withheld or delayed) unless (i) the
transferee is (i) a Lender, an Affiliate thereof or a Conduit Assignee or (ii) a
Facility Event is continuing.  Without
limiting the generality of the foregoing, each Conduit Lender may, from time to
time with prior or concurrent notice to the Borrower and each Funding Agent,
assign all or any portion of its interest in the Loans and its rights and
obligations under this Agreement and any other Transaction Documents to which
it is a party to a Conduit Assignee. 
Upon such assignment by a Conduit Lender to a Conduit Assignee, (i) unless
a new Lender Group is being established pursuant to Clause 11.3(i), the Funding
Agent for such Conduit Lender will act as the Funding Agent for such Conduit
Assignee hereunder, (ii) such Conduit Assignee (and any related commercial
paper issuer, if such Conduit Assignee does not itself issue commercial paper)
and its liquidity support provider(s) and credit support provider(s) and
other related parties (including all of its Program Support Providers) shall
have the benefit of all the rights and protections provided to such Conduit
Lender and its related Committed Lenders herein and in the other Transaction
Documents (including any limitation on recourse against such Conduit Assignee),
(iii) such Conduit Assignee shall assume all of such Conduit Lender’s
obligations hereunder or under any other Transaction Document (whenever
created, whether before or after such assignment) with respect to the assigned
portion of the Loans held by such Conduit Lender and such Conduit Lender shall
be released from all such obligations, (iv) such Conduit Assignee shall
not be entitled to indemnification 


 


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pursuant to Clause 2.15(a) (Indemnity for Taxes)
unless it complies with the requirements of Clause 2.15(d), (v) all
distributions to such Conduit Lender hereunder with respect to the assigned
portion of the Loans shall be made to such Conduit Assignee, (vi) the
definition of the term “CP Rate” shall be determined on the basis of the
interest rate or discount applicable to Commercial Paper issued by such Conduit
Assignee (and any related commercial paper issuer, if such Conduit Assignee
does not itself issue commercial paper) rather than such assigning Conduit
Lender, (vii) the defined terms and other terms and provisions of this
Agreement and the other Transaction Documents shall be interpreted in
accordance with the foregoing and (viii) if requested by the
Administrative Agent or Funding Agent with respect to the Conduit Assignee, the
parties will execute and deliver such further agreements and documents
(including amendments to this Agreement) and take such other actions as the
Administrative Agent or such Funding Agent may request to evidence and give
effect to the foregoing.


 


(c)           Assignment by Committed
Lenders


 


Each Committed Lender may assign to any Eligible Assignee all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and any Loans or interests therein owned by it);
provided, however that:


 


(i)            each such assignment
shall be of a constant, and not a varying, percentage of all rights and
obligations under this Agreement;


 


(ii)           the amount being
assigned pursuant to each such assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) shall in no event be
less than the lesser of (A) $10,000,000  and
(B) all of the assigning Committed Lender’s Commitment;


 


(iii)          the parties to each such
assignment shall execute and deliver to the Administrative Agent, for its
acceptance and recording in the Register (as defined below), an Assignment and
Acceptance, together with a processing and recordation fee of $3,000.  The Borrower shall have no responsibility for
such fee; and


 


(iv)          any such transfer must
be approved in writing by the Borrower (such approval not to be unreasonably
withheld or delayed) unless (A) the transferee is a Lender, an Affiliate
thereof or a Conduit Assignee or (B) a Facility Event has occurred and is
continuing.


 


Upon such execution, delivery, acceptance and recording from and after
the effective date specified in such Assignment and Acceptance, (x) the
assignee thereunder shall be a party to this Agreement and, to the extent that
rights and obligations under this Agreement have been assigned to it pursuant
to such Assignment and Acceptance, have the rights and obligations of a
Committed Lender thereunder, (y) such assignee shall not be entitled to
indemnification 


 


105

















 


pursuant to Clause 2.15(a) (Indemnity for Taxes)
unless it complies with the requirements of Clause 2.15(d) and (z) the
assigning Committed Lender shall, to the extent that rights and obligations
have been assigned by it pursuant to such Assignment and Acceptance, relinquish
such rights and be released from such obligations under this Agreement (and, in
the case of an Assignment and Acceptance covering all or the remaining portion
of an assigning Committed Lender’s rights and obligations under this Agreement,
such Committed Lender shall cease to be a party hereto).  In addition, any Committed Lender or any of
its Affiliates may assign any of its rights (including rights to payment of
Principal Balance and Interest under this Agreement to any Federal Reserve Bank
without notice to or consent of any Transaction Party, any other Committed
Lender or Conduit Lender, any Funding Agent or the Administrative Agent;
provided that such assignment shall not relieve such Committed Lender of its
obligations hereunder.


 


(d)           Register


 


At all times during which any Loan is outstanding, the Administrative
Agent shall maintain at its address referred to in Clause 11.2 (Notices, etc.) (or such other address of the Administrative
Agent notified by the Administrative Agent to the other parties hereto) a
register as provided herein (the “Register”).  All Loans and any interest therein, and any
Assignments and Acceptances of any Loans and any interest therein delivered to
and accepted by the Administrative Agent, shall be registered in the Register,
and the Register shall serve as a record of ownership that identifies the owner
of each Loan and any interest therein. 
Notwithstanding any other provision of this Agreement, no transfer of
any Loan or any interest therein shall be effective unless and until such
transfer has been recorded in the Register. 
The entries in the Register shall be conclusive and binding for all
purposes, absent manifest error, and the Borrower, the Servicer, the
Administrative Agent, the Funding Agents, the Conduit Lenders and the Committed
Lenders may treat each Person whose name is recorded in the Register as a
Committed Lender or Conduit Lender, as the case may be, under this Agreement
for all purposes of this Agreement.  This
Clause 11.3(d) shall be construed so that each Loan and any interest
therein is maintained at all times in “registered form” within the meaning of
clauses 163(f), 871(h) and 881(c) of the IRC, solely for the purposes
of this Clause 11.3, the Administrative Agent will act as an agent of the
Borrower.  The Register shall be
available for inspection by the Borrower, any Funding Agent, any Conduit Lender
or any Committed Lender at any time and from time to time upon prior notice.


 


(e)           Procedure


 


Upon its receipt of an Assignment and Acceptance executed by an
assigning Committed Lender and an Eligible Assignee, the Administrative Agent
shall, if such Assignment and Acceptance has been duly completed, (i) accept
such Assignment and Acceptance, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to the
Borrower.


 


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(f)            Participations


 


Each Lender may sell participations to one or more banks or other
entities that are Eligible Assignees on the date of such sale (each a “Participant”) in or to all or a portion of its rights and
obligations under this Agreement (including all or a portion of its interests
in the Loans owned by it and, in the case of a Committed Lender, its
Commitment); provided, however, that:


 


(i)            such Lender’s
obligations under this Agreement shall remain unchanged;


 


(ii)           such Lender shall
remain solely responsible to the other parties to this Agreement for the
performance of such obligations; and


 


(iii)          the Administrative
Agent, the Funding Agents, the other Lenders, the Borrower and the Servicer shall
have the right to continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement.


 


Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that the Participant shall not have any right to
direct the enforcement of this Agreement or other Transaction Documents or to
approve any amendment, modification or waiver of any provision of this
Agreement or the other Transaction Documents; provided that such agreement or
instrument may provide that such Committed Lender will not, without the consent
of the Participant, agree to any amendment, modification or waiver of a type
that would require the consent of each Lender affected thereby pursuant to
Clause 11.1 (Amendments, etc.).  No Participant shall be entitled to
indemnification pursuant to Clause 2.15(a) (Indemnity
for Taxes) unless it complies with the requirements of Clause
2.15(d).


 


(g)           Issuer and Servicer
Assignment


 


Neither the Borrower nor the Servicer may assign any of its rights or
obligations hereunder or any interest herein without the prior written consent
of the Administrative Agent and the Committed Lenders.


 


(h)           Cooperation


 


The Borrower and the Servicer agree to assist each Committed Lender,
upon its reasonable  request, in
syndicating their respective Commitments hereunder, including making management
and representatives of the Servicer and the Borrower reasonably  available to participate in informational meetings with
potential assignees.


 


(i)            New Lender Groups


 


In connection with any assignment by a Conduit Lender of all or any
portion of its Conduit Lending Limit to a Conduit Assignee, such Conduit
Assignee may elect 


 


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to establish a new Lender Group hereunder by the execution and delivery
of a Joinder Agreement by such Conduit Assignee, the Committed Lenders which
are to be in its Lender Group and the Person which is to be the Funding Agent
for such Lender Group, in each case without the consent of any other
party.  Upon the effective date of such
Joinder Agreement, (i) the Person specified therein as a “Funding Agent”
shall become a party hereto as a Funding Agent, entitled to the rights and
subject to the obligations of a Funding Agent hereunder and (ii) Schedule
1 (Lender Groups) shall be deemed to have
been amended as appropriate to incorporate the information set forth in such
Joinder Agreement.


 


(j)            Notwithstanding
anything herein to the contrary, no Loan or interest therein may be assigned to
any Person (other than a Federal Reserve Bank) that is not a Qualified
Purchaser.  Each Lender represents and
warrants as of the date hereof (or, if later, as of the date it becomes a party
to this Agreement) that it is a Qualified Purchaser.


 


11.4         Costs and Expenses


 


In addition to the rights of indemnification granted under Clause 10 (Indemnities by the Borrower) and its other obligations
herein, the Borrower agrees to pay on demand all costs and expenses incurred by
any Indemnified Party in connection with the preparation, execution, delivery
and administration of this Agreement, any Asset Purchase Agreement, the other
Transaction Documents, including (a) the reasonable out-of-pocket fees and
expenses of one counsel acting jointly for the Administrative Agent, the
Conduit Lenders, the Funding Agents, the Committed Lenders and their respective
Affiliates with respect thereto and with respect to advising the Administrative
Agent, the Funding Agents, the Conduit Lenders, the Committed Lenders and their
respective Affiliates as to their rights and remedies under this Agreement, (b) all
rating agency fees, (c) all reasonable out-of-pocket  fees
and expenses associated with any audits and other due diligence prior to or
after the Closing Date, and (d) any amendments, waivers or consents under
the Transaction Documents.  In addition,
the Borrower agrees to pay on demand all costs and expenses (including
reasonable out-of-pocket  counsel fees
and expenses), of each of the Administrative Agent, the Funding Agents, the
Conduit Lenders, the Committed Lenders, the Program Support Providers and their
respective Affiliates, incurred in connection with the enforcement of, or any
dispute, work-out, litigation or preparation for litigation involving, this
Agreement or any other Transaction Document.


 


11.5         No Proceedings; No
Recourse


 


Each of the parties hereto, each assignee of a Loan or any interest
therein and each Person which enters into a commitment to purchase Loans or
interests therein hereby agrees that it will not institute against any Conduit
Lender any proceeding of the type referred to in the definition of Event of
Bankruptcy so long as any Commercial Paper or other senior indebtedness issued
by such Conduit Lender (or its related commercial paper issuer) shall be
outstanding or there shall not have elapsed one year plus one day since the
last day on which any such Commercial Paper or other senior indebtedness shall
have been outstanding.  Notwithstanding
anything to the contrary contained in this Agreement 


 


108

















 


or any other Transaction Document, the obligations of the Conduit
Lenders under this Agreement and all other Transaction Documents are solely the
corporate obligations of the Conduit Lender and shall be payable solely to the
extent of funds received from the Borrower in accordance herewith or from any
party to any Transaction Document in accordance with the terms thereof in
excess of funds necessary to pay matured and maturing Commercial Paper.


 


11.6         Confidentiality


 


(a)           Subject to Clause
11.6(c), the Fee Letter (including any prior drafts thereof) and any other
pricing information relating to the facility contemplated by the Transaction
Documents (including such information set forth in any engagement letter, term
sheet or proposal prior to the Closing Date) (collectively, “Product Information”) are confidential.  Each of the Borrower and the Servicer agrees:


 


(i)            to keep all Product
Information confidential and to disclose Product Information only to those of
its Affiliates and its and their respective officers, employees, agents,
accountants, legal counsel and other representatives (collectively “Representatives”) who have a need to know such Product
Information for the purpose of assisting in the negotiation, completion and
administration of the facility contemplated hereby (the “Facility”);


 


(ii)           to use the Product
Information only in connection with the Facility and not for any other purpose;
and


 


(iii)          to cause its
Representatives to comply with these provisions and to be responsible for any
failure of any Representative to so comply.


 


The provisions of this Clause 11.6(a) shall not apply to Product
Information that is or hereafter becomes (through a source other than the
Borrower, the Servicer or any of their respective Affiliates or other
Representatives) a matter of general public knowledge.  The provisions of this Clause 11.6(a) shall
not prohibit the Borrower or the Servicer from filing with any governmental or
regulatory agency any information or other documents with respect to the
Facility as may be required by applicable Law. 
Product Information may be disclosed (I) to the extent requested or
required by any state, Federal or foreign authority or examiner regulating any
Transaction Party, (II) to the extent required by applicable law, rule or
regulation or by any subpoena or similar legal process, or in connection with
the enforcement of the Transaction Documents, (III) in connection with any
litigation or legal proceeding relating to or in connection with the
Transaction Documents or the enforcement of rights hereunder or thereunder or
to which the Borrower or the Servicer or any of its Affiliates may be a party, (IV) with
the consent of the Funding Agents, or (V) to any Rating Agency when required
by such Rating Agency,


 


109

















 


(b)           Each Lender, each
Funding Agent, and the Administrative Agent (each, a “Lender Party”)
agrees to maintain the confidentiality of the Company Information (as defined
below), except that Company Information may be disclosed (i) to a Lender
Party’s affiliates, partners, directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood
that the persons to whom such disclosure is made will be informed of the
confidential nature of such Company Information and agree to keep such Company
Information confidential), (ii) to the extent requested or required by any
state, Federal or foreign authority or examiner regulating a Lender Party, (iii) to
the extent required by applicable law, rule or regulation or by any
subpoena or similar legal process, or in connection with the enforcement of the
Transaction Documents, (iv) in connection with any litigation or legal
proceeding relating to or in connection with the Transaction Documents or the
enforcement of rights hereunder or thereunder or to which a Lender Party or any
of its affiliates may be a party, (v) with the consent of the Borrower or
Servicer, (vi) to any Rating Agency when required by such Rating Agency, (vii) to
persons acting as or proposing to act as Program Support Providers or
commercial paper dealers for any Conduit Lender and its Affiliates, partners,
directors, officers, employees and agents (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of
such Company Information and agree to keep such Company Information
confidential in accordance with this Section), (viii) to any assignee or
prospective assignee of a Lender Party (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of
such Company Information and agree to keep such Company Information
confidential in accordance with this Section), or (ix) to the extent such
Company Information (1) becomes publicly available other than as a result
of a breach of this Clause, (2) has been available to the Lender Parties
for three years or more after the Facility Termination Date, or (3) becomes
available to a Lender Party on a nonconfidential basis from a source other than
the Servicer or any of the Servicer’s subsidiaries, officers, directors,
employees or advisors.  For the purposes
of this paragraph, “Company Information”
means any information received by such Lender Party from the Servicer or any of
the Servicer’s subsidiaries, officers, directors, employees or advisors
relating to the Transaction Parties or their businesses, other than any such
information that is or becomes available to a Lender Party on a nonconfidential
basis other than through disclosure by a Transaction Party.  Any person required to maintain the
confidentiality of Company Information as provided in this paragraph shall be
considered to have complied with its obligation to do so if such person has
exercised the same degree of care to maintain the confidentiality of such
Company Information as such person would accord to its own confidential
information.


 


(c)           The provisions of
Clause 11.6(b) shall not apply to information that is or hereafter becomes
(through a source other than the applicable Lender, Funding Agent or the
Administrative Agent or any Lender Representative associated with such party) a
matter of general public knowledge.  The
provisions of this Clause 11.6(c) shall not prohibit any Lender, Funding
Agent or the Administrative Agent 


 


110

















 


from filing with
or making available to any governmental or regulatory agency any information or
other documents with respect to the Facility as may be required by applicable
Law or requested by such governmental or regulatory agency.


 


11.7         Further Assurances


 


From time to time as may be necessary, each of the Borrower and the
Servicer shall (i) cooperate with each Rating Agency in connection with any
review of the Transaction Documents which may be undertaken by such Rating
Agency and (ii) provide each Rating Agency with such information or access
to such information as they may reasonably  request in
connection with any future review of the ratings referred to above.


 


11.8         Execution in Counterparts


 


This Agreement may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Agreement by facsimile or by electronic file in a
format that is accessible by the recipient shall be effective as delivery of a
manually executed counterpart of this Agreement.


 


11.9         Integration; Binding
Effect; Survival of Termination; Severability


 


This Agreement and the other Transaction Documents executed by the
parties hereto on the date hereof contain the final and complete integration of
all prior expressions by the parties hereto with respect to the subject matter
hereof and shall constitute the entire agreement among the parties hereto with
respect to the subject matter hereof superseding all prior oral or written
understandings.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns (including any trustee in
bankruptcy).  Any provisions of this
Agreement which are prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.  This Agreement shall create and constitute
the continuing obligations of the parties hereto in accordance with its terms
and shall remain in full force and effect until the Final Payout Date; provided,
however, that the provisions of Clauses 2.11 (Breakage
Costs), 2.14 (Indemnity for Reserves and
Expenses), 2.15 (Indemnity for Taxes),
10 (Indemnities by the Borrower), 11.4 (Costs and Expenses), 11.5 (No
proceedings; no recourse), 11.6 (Confidentiality),
11.11 (Right of setoff), 11.13 (Limitation of liability), 11.15 (Waiver of
jury trial), 11.16 (USA PATRIOT Act)
and 11.17 (No proceeding; limited recourse) shall
survive any termination of this Agreement. 
If any one or more of the provisions of this Agreement shall for any
reason whatsoever be held invalid, then such provisions shall be deemed
severable from the remaining provisions of this Agreement and shall in no way
affect the validity or enforceability of such other provisions.


 


111
















 


11.10       GOVERNING LAW; SUBMISSION TO JURISDICTION;
APPOINTMENT OF PROCESS AGENT


 


(a)           THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.


 


(b)           EACH PARTY HERETO
HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY NEW YORK
STATE OR FEDERAL COURT SITTING IN NEW YORK CITY IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THE TRANSACTION DOCUMENTS, AND EACH PARTY HERETO
HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO
THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.


 


(c)           THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THEY MAY EFFECTIVELY DO
SO, THE DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING. THE PARTIES HERETO AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION
OR PROCEEDING MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY LAW.


 


(d)           EACH OF THE PARTIES
HERETO CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO IT AT ITS ADDRESS
SPECIFIED HEREIN.  NOTHING IN THIS CLAUSE
11.10(D) SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY
MANNER PERMITTED BY LAW.


 


(e)           THE SUBMISSION TO THE
JURISDICTION OF THE COURTS REFERRED TO IN CLAUSE 11.10(B) SHALL NOT (AND
SHALL NOT BE CONSTRUED SO AS TO) LIMIT THE RIGHT OF ANY PARTY TO TAKE
PROCEEDINGS AGAINST ANY OTHER PARTY OR ANY OF ITS RESPECTIVE PROPERTY IN ANY
OTHER COURT OF COMPETENT JURISDICTION NOR SHALL THE TAKING OF PROCEEDINGS IN
ANY OTHER JURISDICTION PRECLUDE THE TAKING OF PROCEEDINGS IN ANY OTHER
JURISDICTION, WHETHER CONCURRENTLY OR NOT.


 


11.11       Right of Setoff


 


Following the occurrence and during the continuation of a Facility
Termination Event, each Indemnified Party is hereby authorized (in addition to
any other rights it may have) at any time to setoff, appropriate and apply
(without presentment, demand, protest or 


 


112

















 


other notice which are hereby expressly waived) any amounts and any
other indebtedness held or owing by such Indemnified Party to, or for the
account of any Transaction Party against the amount of the Transaction Party
Obligations owing by such Transaction Party to such Indemnified Party directly
or as assignee of the Borrower.


 


11.12       Ratable Payments


 


If any Committed Lender, whether by setoff or otherwise, has payment
made to it with respect to any Transaction Party Obligation in a greater
proportion than that received by any other Committed Lender entitled to receive
a ratable share of such Transaction Party Obligation, such Committed Lender
agrees, promptly upon demand, to purchase for cash without recourse or warranty
a portion of such Transaction Party Obligation held by the other Committed
Lenders so that after such purchase each Committed Lender will hold its ratable
proportion of such Transaction Party Obligation; provided that if all or any
portion of such excess amount is thereafter recovered from such Committed
Lender, such purchase shall be rescinded and the purchase price restored to the
extent of such recovery, but without interest.


 


11.13       Limitation of Liability


 


(a)           No claim may be made by
any Lender Party or its respective Affiliates, directors, officers, employees,
attorneys or agents (each a “Default Party”)
for any special, indirect, consequential or punitive damages in respect of any
claim for breach of contract or any other theory of liability arising out of or
related to the transactions contemplated by this Agreement or any other
Transaction Document, or any act, omission or event occurring in connection
herewith or therewith; and each party hereto hereby waives, releases, and
agrees not to sue upon any claim for any such damages, whether or not accrued
and whether or not known or suspected to exist in its favor.


 


(b)           Notwithstanding
anything to the contrary contained herein or any other Transaction Document,
the obligations of the respective Conduit Lenders under this Agreement and all
other Transaction Documents are solely the corporate obligations of each such
Conduit Lender and shall be payable only at such time as funds are actually
received by, or are available to, such Conduit Lender in excess of funds
necessary to pay in full all outstanding Commercial Paper issued by such
Conduit Lender and shall be non-recourse other than with respect to such excess
funds, if ever, and until such time as such Conduit Lender has sufficient funds
to pay such obligation shall not constitute a claim against such Conduit
Lender.  Each party hereto agrees that
the payment of any claim of any such party shall be subordinated to the payment
in full of all Commercial Paper.


 


(c)           No recourse under any
obligation, covenant or agreement of any Conduit Lender contained in this
Agreement or any other Transaction Document shall be had against any
incorporator, stockholder, officer, director, member, manager, employee or
agent of such Conduit Lender, the Funding Agent with respect to such Conduit
Lender or any of their Affiliates (solely by virtue of such capacity) 


 


113

















 


by the enforcement of any
assessment or by any legal or equitable proceeding, by virtue of any statute or
otherwise; it being expressly agreed and understood that this Agreement and the
other Transaction Documents are solely a corporate obligation of such Conduit
Lender, and that no personal liability whatever shall attach to or be incurred
by any incorporator, stockholder, officer, director, member, manager, employee
or agent of any Conduit Lender, any Funding Agent or any of their Affiliates
(solely by virtue of such capacity) or any of them under or by reason of any of
the obligations, covenants or agreements of such Conduit Lender contained in
this Agreement or any other Transaction Document, or implied therefrom, and
that any and all personal liability for breaches by any Conduit Lender of any
of such obligations, covenants or agreements, either at common law or at
equity, or by statute, rule or regulation, of every such incorporator,
stockholder, officer, director, member, manager, employee or agent is hereby
expressly waived as a condition of and in consideration for the execution of
this Agreement or any other Transaction Document; provided that the foregoing
shall not relieve any such Person from any liability it might otherwise have as
a result of grossly negligent or fraudulent actions taken or grossly negligent
or fraudulent omissions made by them.


 


(d)           Each of the parties
hereto hereby agrees that (i) it will not institute against any Conduit
Lender any proceeding of the type referred to in the definition of Event of
Bankruptcy so long as any Commercial Paper or other indebtedness issued by such
Conduit Lender is outstanding or there shall not have elapsed two years plus
one day since the last date on which any such Commercial Paper or other
indebtedness shall have been outstanding and (ii) notwithstanding anything
contained herein or in any other Transaction Document to the contrary, the
obligations of any Conduit Lender, if any, under the Transaction Documents are
solely the corporate obligations of such Conduit Lender and shall be payable
solely to the extent of funds which are received by such Conduit Lender
pursuant to the Transaction Documents and available for such payment in
accordance with the terms of the Transaction Documents and shall be
non-recourse other than with respect to such available funds and if ever and
until such time as such Conduit Lender has sufficient funds to pay such
obligation shall not constitute a claim against such Conduit Lender.


 


11.14       Limitation on the Addition and Termination of
Sub-Originators


 


The Borrower shall not
consent to any request made to add a new Originator to the Receivables Purchase
Agreement or to terminate the right or obligation of any Originator to continue
selling or contributing its Receivables to the Parent or to the Borrower (as
applicable) thereunder, nor will any Sub-Originator which is the subject of
such request be terminated under the Receivables Purchase Agreement, in each
case unless:


 


(a)           each of the
Administrative Agent and the Funding Agents will have received (i) fifteen
(15) Business Days prior written notice of any such addition, which fifteen
Business Day period shall commence only after the Administrative Agent and the
Funding Agents shall have substantially received such information as any of
them 


 


114

















 


may request with respect
to such addition, or (ii) ten (10) Business Days prior written notice
of any such termination,


 


(b)           concurrently with the
notice described in subclause (a) above, the Servicer provides the
Administrative Agent, each Funding Agent and each Committed Lender with a
certificate (signed by a Responsible Officer of the Servicer) which attaches a
Monthly Report and Interim Report giving pro forma effect to any increase or
reduction in the Net Eligible Receivables Balance resulting from the addition
or termination of such Sub-Originator, as applicable, and any change in the
Total Reserves as set forth in the next sentence, and which certifies that,
after giving pro forma effect to such addition or termination and any
prepayments of Loans on or prior to the date of such addition or termination,
the Percentage Factor does not exceed the Maximum Percentage Factor,


 


(c)           no Facility Event
(other than with respect to a Sub-Originator so terminated, if applicable) has
occurred and is continuing (both before and after giving effect to such
addition or termination),


 


(d)           with respect to the
removal of an Originator, the aggregate amount of Pool Receivables originated
by all Sub-Originators released pursuant to this Clause 11.14 in any Benchmark
Year does not exceed 15% of the aggregate outstanding balance of all Pool
Receivables held by the Borrower as of the start of such Benchmark Year
(determined for each Sub-Originator as of the date of its removal),


 


(e)           with respect to the
addition of an Originator, the aggregate amount of Pool Receivables originated
by all Sub-Originators added pursuant to this Clause 11.14 in any Benchmark
Year does not exceed 15% of the aggregate outstanding balance of all Pool Receivables
held by the Borrower as of the start of such Benchmark Year (determined for
each Sub-Originator as of the date of its addition).


 


(f)            in the case of an
addition of an Originator, the applicable Sub-Originator shall have delivered
such lien releases, UCC filings, certifications, opinions and other closing
documents comparable to those delivered at closing with respect to the original
Sub-Originators,


 


(g)           in the case of a
removal of an Originator, such Sub-Originator (or substantially all of its
assets) will be transferred to a Person that is not a Tribune Affiliate and
either (i) all Pool Receivables originated by such Sub-Originator shall be
purchased by Tribune or its Affiliate concurrently with such release, or (ii) such
Pool Receivables will be treated as ineligible for funding hereunder;


 


(h)           with respect to a
removal, Section 1.09 of the Receivables Purchase Agreement (Termination of Status as an Originator) shall have been
satisfied; and


 


(i)            with respect to an
addition, Section 1.10 of the Receivables Purchase Agreement (Addition of Sub-Originator) shall have been satisfied.


 


115

















 


11.15       WAIVER OF JURY TRIAL


 


EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT.


 


11.16       USA Patriot Act


 


Each Lender hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) and any similar Law in any relevant jurisdiction
(the “Acts”), it is required to obtain, verify
and record information that identifies the Transaction Parties, which
information includes the name and address of each Transaction Party and other
information that will allow such Lender to identify such Transaction Party in
accordance with the Acts.


 


11.17       No Proceeding; Limited Recourse


 


(a)           Each of the parties
hereto hereby agrees that (i) it will not institute against the Borrower
any proceeding of the type referred to in the definition of Event of Bankruptcy
until there shall have elapsed one year plus one day since the Final Payout
Date and (ii) notwithstanding anything contained herein or in any other
Transaction Document to the contrary, the obligations of the Borrower under the
Transaction Documents are solely the obligations of the Borrower and shall be
payable solely to the extent of funds which are received by the Borrower
pursuant to the Transaction Documents and available for such payment in
accordance with the terms of the Transaction Documents and shall be
non-recourse other than with respect to such available funds and, without
limiting Clause 11.18 (Tax Treatment),
if ever and until such time as the Borrower has sufficient funds to pay such
obligation shall not constitute a claim against the Borrower.


 


(b)           No recourse under any
obligation, covenant or agreement of the Borrower contained in this Agreement
or any other Transaction Document shall be had against any incorporator,
stockholder, officer, director, member, manager, employee or agent of the
Borrower by the enforcement of any assessment or by any legal or equitable
proceeding, by virtue of any statute or otherwise; it being expressly agreed
and understood that this Agreement and the other Transaction Documents are
solely an obligation of the Borrower, and that no personal liability whatever
shall attach to or be incurred by any incorporator, stockholder, officer,
director, member, manager, employee or agent of the Borrower or any of them
under or by reason of any of the obligations, covenants or agreements of the
Borrower contained in this Agreement or any other Transaction Document, or
implied therefrom, and that any and all personal liability for breaches by the
Borrower of any of such obligations, covenants or agreements, either at common
law or at equity, or by statute, rule or regulation, of every such
incorporator, 


 


116

















 


stockholder, officer,
director, member, manager, employee or agent is hereby expressly waived as a
condition of and in consideration for the execution of this Agreement; provided
that the foregoing shall not relieve any such Person from any liability it
might otherwise have as a result of fraudulent actions taken or fraudulent
omissions made by them.


 


11.18       Tax Treatment


 


Notwithstanding anything to the contrary in this Agreement or any other
Transaction Document, for U.S. federal and applicable State and local income
and franchise tax purposes, the parties hereto agree that (i) they intend
that the transactions contemplated hereby evidence a loan secured by the Receivables,
Related Security and Collections, and (ii) unless and until they are
required by applicable Law or regulations to treat the transactions
contemplated hereby inconsistent with such intention, they shall report the
transactions contemplated hereby on all tax returns and otherwise for all U.S.
federal and applicable State and local income tax purposes consistent with such
intention.


 


11.19       Barclays Roles


 


Each of the Lenders acknowledges that Barclays acts, or may in the
future act, (i) as administrative agent for any Transaction Party or
Lender, (ii) as issuing and paying agent for the Commercial Paper, (iii) to
provide credit or liquidity enhancement for the timely payment for the
Commercial Paper and (iv) to provide other services from time to time for
any Transaction Party or Lender (collectively, the “Barclays
Roles”).  Without limiting the
generality of this Clause, each Lender hereby acknowledges and consents to any
and all Barclays Roles and agrees that in connection with any Barclays Role, Barclays
may take, or refrain from taking, any action that it, in its discretion, deems
appropriate, including, without limitation, in its role as administrative agent
for any Conduit Lender.


 


11.20       Replacement of Lenders


 


(a)           If (A)  Borrower
is required to pay any additional amount to any Lender or any Official Body for
the account of any Lender pursuant to Clause 2.15 (Indemnity
for Taxes), (B) any Lender gives notice pursuant to
Clause 2.12 (Illegality) with respect to an
occurrence or state of affairs not applicable to all Lenders, (C) any
Committed Lender shall fail to extend any Loan which it is required to make
under the terms of this Agreement, (D) any Committed Lender is a
Non-Renewing Committed Lender under Clause 2.16 (Extension of
Scheduled Commitment Facility Termination Date) or (E) any
Lender becomes insolvent and its assets become subject to a receiver,
liquidator, trustee, custodian or other Person having similar powers, then
Borrower may, at its sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender, together with the other members
of its Lender Group, to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by,
Clause 11.3 (Assignability)), all of their
interests, rights and obligations under this Agreement and their Loans, if any,
to an Eligible 


 


117

















 


Assignee or Eligible
Assignees that shall assume such obligations (which assignees may be other
Lenders, if such Lenders accept such assignment); provided that:


 


(i)            Borrower shall have
paid to the Administrative Agent the assignment fee specified in
Clause 11.3 (Assignability) or the
Administrative Agent shall have waived receipt of such fee in writing;


 


(ii)           such replaced Lender
shall have received payment of an amount equal to the outstanding principal of
its Advances, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder and under its Note (including any amounts under
Clauses 2.5(b)(Payment and Prepayment of Loans),
2.11(Breakage Costs) and 2.15 (Indemnity for Taxes)) from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or Borrower (in the
case of all other amounts);


 


(iii)          in the case of any such
assignment resulting from a claim for compensation under payments required to
be made pursuant to Clause 2.15 (Indemnity for Taxes),
such assignment will result in a reduction in such compensation or payments
thereafter;


 


(iv)          the assignee shall be an
Eligible Assignee and shall agree to accept such assignment and to assume all
obligations of such Lender hereunder in accordance with Clause 11.3 (Assignability);


 


(v)           any such replacement
shall not be deemed to be a waiver of any rights that any party shall have
against any other party;


 


(vi)          in the case of any such
assignment of a Non-Renewing Committed Lender under Clause 2.16 (Extension of Scheduled Commitment Facility Termination Date),
the assignee’s Scheduled Commitment Facility Termination Date shall be the same
as the remaining Committed Lenders;


 


(vii)         the consent of any
Non-Renewing Committed Lender to any such assignment shall not be required; and


 


(viii)        such assignment does not
conflict with applicable law.


 


Upon compliance with the provisions of this Clause 11.20, (I) the
replacement Lender or Lenders shall each become a Lender hereunder and shall
appoint a Funding Agent or Funding Agents for their respective Lender Groups
and (II) the Lender so replaced shall cease to constitute a Lender
hereunder, the Funding Agent for the replaced Lender’s Lender Group shall cease
to be a Funding Agent hereunder, and the other Lenders in the replaced Lender’s
Lender Group shall cease to be Lenders hereunder.  A Lender shall not be required to make any
such assignment or delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling Borrower to require such
assignment and delegation cease to apply.


 


118

















 


IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.


 


 


	
   

  	
  TRIBUNE RECEIVABLES, LLC,

  
	
   

  	
  as Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian F.
  Litman

  
	
   

  	
  Name: Brian F. Litman

  
	
   

  	
  Title: 
   Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRIBUNE COMPANY,

  
	
   

  	
  as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chandler
  Bigelow III

  
	
   

  	
  Name: Chandler Bigelow III

  
	
   

  	
  Title:  
  Senior Vice President/Chief Financial Officer

  



 


Receivables Loan Agreement


 

















 


	
   

  	
  BARCLAYS BANK PLC,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Pierre
  Duleyrie

  
	
   

  	
  Name: Pierre Duleyrie

  
	
   

  	
  Title:  
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BARCLAYS BANK PLC,

  
	
   

  	
  as a Funding Agent for the Class A
  Loans

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Pierre
  Duleyrie

  
	
   

  	
  Name: Pierre Duleyrie

  
	
   

  	
  Title:  
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SHEFFIELD RECEIVABLES CORPORATION,

  
	
   

  	
  as a Committed Lender and a Conduit Lender
  for the Class

  A Loans

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fouad S.
  Onbargi

  
	
   

  	
  Name: Fouad S. Onbargi

  
	
   

  	
  Title:  
  Director

  



 


Receivables Loan Agreement