IN THE SENIOR SECURED
CREDIT FACILITIES SUMMARY OF TERMS AND CONDITIONS ATTACHED HERETO (AND
INCORPORATED BY REFERENCE HEREIN) AS EXHIBIT A (THE "TERM SHEET").
THE
COMMITMENTS OF THE INITIAL LENDERS HEREUNDER ARE SUBJECT TO THE NEGOTIATION,
EXECUTION AND DELIVERY OF DEFINITIVE DOCUMENTS GOVERNING THE SENIOR SECURED
CREDIT FACILITIES (TOGETHER, THE "CREDIT DOCUMENTS") REFLECTING SUBSTANTIALLY
THE TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE TERM SHEET AND THE FIRST
STEP FEE LETTER AND OTHERWISE IN A CUSTOMARY FORM.
2.
SYNDICATION.
THE INITIAL LENDERS RESERVE THE RIGHT AND INTEND,
PRIOR TO OR AFTER THE EXECUTION OF THE CREDIT DOCUMENTS AND IN CONSULTATION WITH
YOU, TO SYNDICATE ALL OR A PORTION OF THEIR RESPECTIVE COMMITMENTS WITH RESPECT
TO THE SENIOR SECURED CREDIT FACILITIES TO ONE OR MORE FINANCIAL INSTITUTIONS
(TOGETHER WITH THE INITIAL LENDERS, THE "LENDERS").
UPON THE ISSUANCE BY ANY
ADDITIONAL LENDER OF ITS COMMITMENT WITH RESPECT TO ANY OF THE SENIOR SECURED
CREDIT FACILITIES, THE INITIAL LENDERS' COMMITMENTS WITH RESPECT TO SUCH SENIOR
SECURED CREDIT 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) ACTING AS JOINT LEAD ARRANGERS AND BOOKRUNNERS (THE
"LEAD ARRANGERS") OF, (B) JPMCB ACTING AS SOLE AND EXCLUSIVE ADMINISTRATIVE
AGENT (THE "ADMINISTRATIVE AGENT") FOR, (C) MERRILL LYNCH ACTING AS SOLE AND
EXCLUSIVE SYNDICATION AGENT FOR AND (D) CITIGROUP AND BANK OF AMERICA ACTING AS
CO-DOCUMENTATION AGENTS FOR THE SENIOR SECURED CREDIT FACILITIES.
IT IS FURTHER
AGREED THAT IN CONNECTION WITH ANY OFFERING OR MARKETING MATERIALS RELATING TO
THE SENIOR SECURED CREDIT FACILITIES, JPMORGAN WILL APPEAR "ON THE LEFT" AND 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 CREDIT DOCUMENTS.
ANY AGENT OR ARRANGER TITLES (INCLUDING
CO-AGENTS) AWARDED TO OTHER LENDERS WITH RESPECT TO THE SENIOR SECURED CREDIT
FACILITIES ARE SUBJECT TO THE PRIOR APPROVAL OF TRIBUNE AND THE LEAD ARRANGERS
(SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD OR DELAYED) AND SHALL