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 FIRST 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, THE ESOP 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
(INCLUDING THE SECOND STEP TRANSACTIONS) 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 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 SENIOR SECURED CREDIT
FACILITIES SO THAT THE REPRESENTATION AND WARRANTY IN THE PRECEDING SENTENCE
REMAINS CORRECT IN ALL MATERIAL RESPECTS.
IN SYNDICATING THE SENIOR SECURED
CREDIT FACILITIES THE LEAD ARRANGERS WILL BE
5
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, 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 detailed term sheet in such Information and that all of the
foregoing that is to be made available to Public Lenders shall be clearly and
conspicuously marked "PUBLIC"; (b)