the Bank Facilities, may be a
re-assignment of an existing rating).
You also agree to use your commercially
reasonable efforts to ensure that the syndication efforts of the Lead Arrangers
benefit materially from your (and your subsidiaries') existing lending
relationships.
You further agree to afford the Lead Arrangers and their
affiliates a period of not less than 20 business days prior to the Second Step
Closing Date to syndicate the Second Step Facilities.
Without limiting your obligation to assist with the syndication efforts as set
forth above, it is understood and agreed that completion of such syndication is
not a condition to the Initial Lenders' commitments hereunder.
3.
FEES.
AS CONSIDERATION FOR THE COMMITMENTS OF THE INITIAL
LENDERS HEREUNDER AND THE AGREEMENT OF THE LEAD ARRANGERS TO ARRANGE, MANAGE,
STRUCTURE AND SYNDICATE THE SECOND STEP FACILITIES, YOU AGREE TO PAY TO THEM
WHEN DUE THE FEES AS SET FORTH IN THE SECOND STEP FEE LETTER.
4.
CONDITIONS.
THE INITIAL LENDERS' COMMITMENTS HEREUNDER ARE
SUBJECT TO THE CONDITIONS SET FORTH IN ANNEX II TO THIS AMENDED AND RESTATED
COMMITMENT LETTER AND ARE ALSO SUBJECT TO:
(A)
THE PREPARATION, EXECUTION AND DELIVERY OF MUTUALLY SATISFACTORY
DEFINITIVE DOCUMENTATION WITH RESPECT TO THE SECOND STEP FACILITIES (INCLUDING
INCREMENTAL AMENDMENTS AND A BRIDGE CREDIT AGREEMENT AND RELATED GUARANTEES)
INCORPORATING THE TERMS OUTLINED IN THIS AMENDED AND RESTATED COMMITMENT LETTER
AND IN THE TERM SHEETS AND OTHERWISE IN A CUSTOMARY FORM;
(B)
THE INITIAL LENDERS AND THEIR RESPECTIVE AFFILIATES SHALL BE
SATISFIED THAT, AFTER THE DATE HEREOF AND UNTIL THE SUCCESSFUL SYNDICATION OF
THE SECOND STEP FACILITIES, OR, IF EARLIER, THE SECOND STEP CLOSING DATE, NONE
OF TRIBUNE, HOLDCO, ANY OF THEIR RESPECTIVE SUBSIDIARIES OR THE ESOP SHALL HAVE
OFFERED, PLACED, ARRANGED OR ISSUED, OR ENGAGED IN DISCUSSIONS CONCERNING THE
OFFERING, PLACEMENT, ARRANGEMENT OR ISSUANCE OF, ANY DEBT FACILITY OR DEBT
SECURITY (INCLUDING ANY RENEWAL OR REFINANCING OF AND INCREASE OF COMMITMENTS
UNDER EXISTING FACILITIES OR SECURITIES) PRIOR TO OR DURING THE PRIMARY
SYNDICATION OF THE SECOND STEP FACILITIES, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE LEAD ARRANGERS, OTHER THAN THE SECOND STEP FACILITIES, THE ZELL NOTE, THE
ZELL SUB NOTE AND ANY SENIOR NOTES OFFERED, ISSUED OR SOLD IN CONNECTION WITH OR
AS A PART OF THE FIRST STEP TRANSACTIONS OR THE SECOND STEP TRANSACTIONS; AND
5
(C)
(I) FROM DECEMBER 31, 2006 THROUGH THE DATE HEREOF, EXCEPT AS
OTHERWISE CONTEMPLATED, REQUIRED OR PERMITTED BY THE ACQUISITION AGREEMENT, THE
TOWER PURCHASE AGREEMENT (AS DEFINED IN THE ACQUISITION AGREEMENT) OR THE ESOP
PURCHASE AGREEMENT (AS DEFINED IN THE ACQUISITION AGREEMENT) THERE HAS NOT BEEN
ANY EVENT, DEVELOPMENT OR STATE OF CIRCUMSTANCES THAT HAS HAD OR WOULD
REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A COMPANY
MATERIAL ADVERSE EFFECT (AS DEFINED (AND ALL COMPONENT DEFINITIONS THEREOF ARE
DEFINED) IN THE ACQUISITION AGREEMENT AS IN EFFECT ON THE DATE HEREOF) AND (II)
SINCE THE DATE HEREOF, THERE HAS NOT BEEN ANY EVENT, DEVELOPMENT OR STATE OF
CIRCUMSTANCES THAT HAS HAD OR WOULD REASONABLY BE