AUTHORIZED, EXECUTED AND DELIVERED THIS AGREEMENT, AND
THIS AGREEMENT IS A VALID AND BINDING OBLIGATION OF EACH OF THE TRIBUNE MEMBERS
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT, AS TO ENFORCEMENT OF
REMEDIES, TO APPLICABLE BANKRUPTCY, INSOLVENCY, MORATORIUM, REORGANIZATION AND
SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND TO GENERAL EQUITABLE
PRINCIPLES.
(C)
NO CONFLICTS.
NEITHER THE EXECUTION AND DELIVERY OF THIS
AGREEMENT OR THE CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY,
NOR COMPLIANCE WITH OR FULFILLMENT OF THE TERMS, CONDITIONS AND PROVISIONS
HEREOF, BY ANY OF THE TRIBUNE MEMBERS WILL CONFLICT WITH, RESULT IN A BREACH OF
THE TERMS, CONDITIONS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT, AN EVENT OF
DEFAULT OR AN EVENT CREATING RIGHTS OF ACCELERATION, TERMINATION OR CANCELLATION
OR A LOSS OF RIGHTS UNDER (A) THE CERTIFICATE OF INCORPORATION, BY-LAWS OR OTHER
CONSTITUTIONAL DOCUMENTS OF SUCH TRIBUNE MEMBER (B) ANY MATERIAL AGREEMENT,
NOTE, INSTRUMENT, MORTGAGE, LEASE, LICENSE, FRANCHISE, PERMIT OR OTHER
AUTHORIZATION, RIGHT, RESTRICTION OR OBLIGATION TO WHICH SUCH TRIBUNE MEMBER IS
A PARTY OR ANY OF ITS RESPECTIVE ASSETS OR BUSINESS IS SUBJECT OR BY WHICH SUCH
TRIBUNE MEMBER IS BOUND, (C) ANY ORDER, WRIT, INJUNCTION OR DECREE TO WHICH SUCH
TRIBUNE MEMBER IS A PARTY OR ANY OF ITS ASSETS OR BUSINESS IS SUBJECT OR BY
WHICH SUCH TRIBUNE MEMBER IS BOUND OR (D) ANY APPLICABLE LAWS AFFECTING SUCH
TRIBUNE MEMBER OR ITS RESPECTIVE ASSETS OR BUSINESS.
(D)
CONSENTS.
NO CONSENT, APPROVAL OR AUTHORIZATION OF, DECLARATION
TO, OR FILING OR REGISTRATION WITH, ANY GOVERNMENTAL OR REGULATORY AUTHORITY, OR
ANY OTHER PERSON, IS REQUIRED TO BE MADE OR OBTAINED BY THE TRIBUNE MEMBERS OR
ANY OF THEIR AFFILIATES IN CONNECTION WITH THE EXECUTION, DELIVERY AND
PERFORMANCE BY THE TRIBUNE MEMBERS OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN FILINGS THAT TRIBUNE MAY MAKE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(E)
REPRESENTATIONS OF TRIBUNE AS MANAGING MEMBER.
(I)
FINANCIAL STATEMENTS.
TRIBUNE HERETOFORE HAS DELIVERED TO THE
MEMBERS TRUE AND CORRECT COPIES OF (A) THE COMPANY'S AUDITED BALANCE SHEETS
DATED AS OF DECEMBER 31, 2004 AND DECEMBER 31, 2005 AND (B) THE RELATED
STATEMENTS OF THE MEMBER'S CAPITAL ACCOUNTS FOR EACH OF THE YEARS ENDED DECEMBER
31, 2004 AND DECEMBER 31, 2005 (COLLECTIVELY, THE "FINANCIAL STATEMENTS").
THE
FINANCIAL STATEMENTS (1) HAVE BEEN PREPARED IN ALL RESPECTS IN ACCORDANCE WITH
THE TERMS OF THE OPERATING AGREEMENT (EXCEPT THAT ALL FINANCIAL STATEMENTS HAVE
BEEN PREPARED ON A TAX BASIS NOT IN ACCORDANCE
4
WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES), (2) ARE IN ACCORDANCE WITH THE
BOOKS AND RECORDS OF THE COMPANY AND (3) FAIRLY PRESENT THE FINANCIAL POSITION
OF THE COMPANY AS OF THE RESPECTIVE DATES THEREOF.
THE COMPANY KEEPS BOOKS,
RECORDS AND ACCOUNTS THAT, IN REASONABLE DETAIL, ACCURATELY AND FAIRLY REFLECT
IN ALL MATERIAL RESPECTS THE TRANSACTIONS AND DISPOSITIONS OF ASSETS OF THE
COMPANY.
(II)
SCHEDULE OF MEMBERS.
ATTACHED HERETO AS EXHIBIT B IS A TRUE,
COMPLETE AND ACCURATE COPY OF THE SCHEDULE OF MEMBERS AS