REPRESENTATIONS AND WARRANTIES OF TRIBUNE SET FORTH IN THE CREDIT AGREEMENT AND
THE OPERATIVE DOCUMENTS RELATING TO CORPORATE STATUS, POWER AND AUTHORITY, DUE
AUTHORIZATION, EXECUTION AND DELIVERY AND ENFORCEABILITY OF THE OPERATIVE
DOCUMENTS, FEDERAL RESERVE MARGIN REGULATIONS AND THE INVESTMENT COMPANY ACT
(THE REPRESENTATIONS IN CLAUSES (A) AND (B) TOGETHER THE "SPECIFIED
REPRESENTATIONS") AND (II) THE TERMS OF THE OPERATIVE DOCUMENTATION SHALL BE IN
A FORM SUCH THAT THEY DO NOT IMPAIR AVAILABILITY OF THE SECOND STEP FACILITIES
ON THE SECOND STEP CLOSING DATE IF THE CONDITIONS SET FORTH HEREIN AND IN THE
TERM SHEETS ARE SATISFIED.
2.
SYNDICATION.
THE INITIAL LENDERS RESERVE THE RIGHT AND INTEND,
PRIOR TO OR AFTER THE EXECUTION OF THE OPERATIVE DOCUMENTS AND IN CONSULTATION
WITH YOU, TO SYNDICATE ALL OR A PORTION OF THEIR RESPECTIVE COMMITMENTS WITH
RESPECT TO THE SECOND STEP FACILITIES TO ONE OR MORE FINANCIAL INSTITUTIONS
(TOGETHER WITH THE INITIAL LENDERS, THE "LENDERS").
UPON THE ISSUANCE BY
3
ANY ADDITIONAL LENDER OF ITS COMMITMENT WITH RESPECT TO ANY OF THE SECOND STEP
FACILITIES, THE INITIAL LENDERS' COMMITMENTS WITH RESPECT TO SUCH SECOND STEP
FACILITIES SHALL BE REDUCED IN THE AGGREGATE BY AN EQUAL AMOUNT (AND ON A PRO
RATA BASIS AS AMONG THE INITIAL LENDERS).
NOTWITHSTANDING ANY SUCH REDUCTION IN
COMMITMENTS, THE INITIAL LENDERS SHALL REMAIN COMMITTED TO FUND AMOUNTS ASSIGNED
IN THE EVENT ADDITIONAL LENDERS FAIL TO FUND.
THE COMMITMENTS OF THE INITIAL
LENDERS HEREUNDER ARE SEVERAL AND NOT JOINT, AND ARE SUBJECT TO (A) JPMORGAN,
MERRILL LYNCH, CITIGROUP AND BAS (OR ONE OR MORE OF THEIR RESPECTIVE AFFILIATES)
AND ACTING AS JOINT LEAD ARRANGERS AND BOOKRUNNERS (THE "LEAD ARRANGERS") OF,
(B) MERRILL LYNCH ACTING AS SOLE AND EXCLUSIVE ADMINISTRATIVE AGENT (THE
"ADMINISTRATIVE AGENT") FOR, (C) JPMCB ACTING AS SOLE AND EXCLUSIVE SYNDICATION
AGENT FOR, AND (D) CITIGROUP AND BANC OF AMERICA BRIDGE ACTING AS
CO-DOCUMENTATION AGENTS FOR THE SENIOR BRIDGE FACILITY.
IT IS FURTHER AGREED
THAT IN CONNECTION WITH ANY OFFERING OR MARKETING MATERIALS RELATING TO THE
INCREMENTAL FACILITY, JPMORGAN WILL APPEAR "ON THE LEFT", IN CONNECTION WITH ANY
OFFERING OR MARKETING MATERIALS RELATING TO THE SENIOR BRIDGE FACILITY, MERRILL
LYNCH WILL APPEAR "ON THE LEFT", AND IN EACH CASE THE NAMES OF THE OTHER LEAD
ARRANGERS WILL APPEAR IN SUCH ORDER AS THEY APPEAR IN THE CAPTION OF THIS
LETTER.
THE LEAD ARRANGERS (OR ONE OR MORE OF THEIR RESPECTIVE AFFILIATES) WILL
MANAGE ALL ASPECTS OF THE SYNDICATION IN CONSULTATION WITH YOU, INCLUDING
DECISIONS AS TO THE SELECTION OF POTENTIAL LENDERS TO BE APPROACHED AND WHEN
THEY WILL BE APPROACHED, WHEN THEIR COMMITMENTS WILL BE ACCEPTED, WHICH LENDERS
WILL PARTICIPATE AND THE FINAL ALLOCATIONS OF THE COMMITMENTS AMONG THE LENDERS
(WHICH ARE LIKELY NOT TO BE PRO RATA ACROSS FACILITIES AMONG LENDERS).
THE LEAD
ARRANGERS WILL EXCLUSIVELY PERFORM, IN CONSULTATION WITH YOU, ALL FUNCTIONS AND
EXERCISE ALL AUTHORITY AS CUSTOMARILY PERFORMED AND EXERCISED IN SUCH
CAPACITIES, INCLUDING SELECTING ONE LAW FIRM AS COUNSEL FOR THE LEAD ARRANGERS
AND THE INITIAL LENDERS AND NEGOTIATING THE OPERATIVE DOCUMENTS.
ANY