EXPECTED TO HAVE, INDIVIDUALLY
OR IN THE AGGREGATE, A COMPANY MATERIAL ADVERSE EFFECT.
5.
INFORMATION AND INVESTIGATIONS.
YOU HEREBY REPRESENT AND WARRANT
THAT (A) ALL INFORMATION AND DATA (EXCLUDING THE PROJECTIONS AND INFORMATION OF
A GENERAL ECONOMIC OR INDUSTRY-SPECIFIC NATURE) THAT HAVE BEEN OR WILL BE MADE
AVAILABLE BY YOU OR ANY OF YOUR REPRESENTATIVES OR ADVISORS TO THE INITIAL
LENDERS, THE LEAD ARRANGERS OR ANY LENDER (WHETHER PRIOR TO OR ON OR AFTER THE
DATE HEREOF) IN CONNECTION WITH THE SECOND STEP TRANSACTIONS, TAKEN AS A WHOLE
(THE "INFORMATION"), IS AND WILL BE COMPLETE AND CORRECT IN ALL MATERIAL
RESPECTS AND DOES NOT AND WILL NOT, TAKEN AS A WHOLE, CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY IN
ORDER TO MAKE THE STATEMENTS CONTAINED THEREIN NOT MATERIALLY MISLEADING IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH STATEMENTS ARE MADE, AND (B) ALL
FINANCIAL PROJECTIONS CONCERNING TRIBUNE AND ITS SUBSIDIARIES AND THE
TRANSACTIONS CONTEMPLATED HEREBY (THE "PROJECTIONS") THAT HAVE BEEN MADE OR WILL
BE PREPARED BY OR ON BEHALF OF YOU OR ANY OF YOUR REPRESENTATIVES OR ADVISORS
AND THAT HAVE BEEN OR WILL BE MADE AVAILABLE TO THE INITIAL LENDERS, THE LEAD
ARRANGERS OR ANY LENDER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY
HAVE BEEN OR IN THE CASE OF PROJECTIONS MADE AFTER THE DATE HEREOF, WILL BE,
PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS THAT YOU REASONABLY BELIEVE TO
HAVE BEEN REASONABLE AT THE TIME MADE (IT BEING UNDERSTOOD THAT ANY SUCH
PROJECTIONS ARE SUBJECT TO SIGNIFICANT UNCERTAINTIES AND CONTINGENCIES, MANY OF
WHICH ARE BEYOND YOUR CONTROL, AND THAT NO ASSURANCE CAN BE GIVEN THAT SUCH
PROJECTIONS WILL BE REALIZED AND THAT ACTUAL RESULTS MAY DIFFER FROM SUCH
PROJECTIONS AND SUCH DIFFERENCES MAY BE MATERIAL).
YOU AGREE TO USE
COMMERCIALLY REASONABLE EFFORTS TO SUPPLEMENT THE INFORMATION AND THE
PROJECTIONS FROM TIME TO TIME UNTIL THE SECOND STEP CLOSING DATE AND, IF
REQUESTED BY THE LEAD ARRANGERS, FOR A REASONABLE PERIOD THEREAFTER (NOT TO
EXCEED 45 DAYS) NECESSARY TO COMPLETE THE SUCCESSFUL SYNDICATION OF THE SECOND
STEP FACILITIES SO THAT THE REPRESENTATION AND WARRANTY IN THE PRECEDING
SENTENCE REMAINS CORRECT IN ALL MATERIAL RESPECTS.
IN SYNDICATING THE SECOND
STEP FACILITIES THE LEAD ARRANGERS WILL BE ENTITLED TO USE AND RELY PRIMARILY ON
THE INFORMATION AND THE PROJECTIONS WITHOUT RESPONSIBILITY FOR INDEPENDENT CHECK
OR VERIFICATION THEREOF.
You hereby acknowledge that (a) the Lead Arrangers will make available
Information and Projections to the proposed syndicate of Lenders on a
confidential basis through posting on IntraLinks or another similar electronic
system and (b) certain of the proposed Lenders may be "public-side" Lenders
(i.e., Lenders that do not wish to receive material non-public information with
respect to Tribune and its affiliates or any securities thereof ("Material
Non-Public Information")) (each, a "Public Lender").
You hereby agree that (a)
you will use commercially reasonable efforts to identify that portion of the
Information and Projections that may be distributed to the Public Lenders and
include a reasonably