THE
EXTENT REQUESTED BY THE LEAD ARRANGERS, DELIVERY OF THE OPINION OF THE ESOP
TRUSTEE'S FINANCIAL ADVISOR; TO THE EXTENT REQUESTED BY THE LEAD ARRANGERS,
DELIVERY OF A CUSTOMARY CERTIFICATE OF THE ESOP TRUSTEE; AND COMPLIANCE WITH
APPLICABLE LAWS AND REGULATIONS (INCLUDING BUT NOT LIMITED TO ERISA, MARGIN
REGULATIONS AND ENVIRONMENTAL LAWS) EXCEPT FOR VIOLATIONS THAT, INDIVIDUALLY OR
IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT.
7.
THE ACQUISITION AGREEMENT SHALL HAVE BEEN EXECUTED AND DELIVERED
AND NO PROVISION THEREOF SHALL HAVE BEEN WAIVED, AMENDED, SUPPLEMENTED OR
OTHERWISE MODIFIED AND NO ACTION BY TRIBUNE PROHIBITED BY THE ACQUISITION
AGREEMENT SHALL HAVE BEEN CONSENTED TO, IN EACH CASE IN A MANNER MATERIAL AND
ADVERSE TO THE LENDERS WITHOUT THE CONSENT OF THE LEAD ARRANGERS.
8.
THE ZELL INVESTMENT SHALL HAVE BEEN MADE AND TRIBUNE SHALL HAVE
RECEIVED CASH PROCEEDS THEREFROM IN AN AGGREGATE AMOUNT EQUAL TO AT LEAST $250.0
MILLION.
THE ESOP INVESTMENT SHALL HAVE BEEN MADE AND TRIBUNE SHALL HAVE
RECEIVED THE ESOP NOTE.
NEITHER HOLDCO NOR THE ESOP SHALL HAVE PARTICIPATED IN
THE STOCK REPURCHASE.
9.
THE LEAD ARRANGERS SHALL BE REASONABLY SATISFIED THAT (I) THERE
SHALL NOT HAVE BEEN ANY CHANGES OR WAIVERS TO THE TERMS AND CONDITIONS OF THE
DOCUMENTATION REGARDING THE ESTABLISHMENT OF THE ESOP (INCLUDING THE PROVISIONS
OF THE ESOP RELATING TO REDEMPTIONS AND DISTRIBUTIONS) COMPARED TO THE EXECUTION
VERSIONS OF SUCH DOCUMENTATION DATED THE DATE HEREOF THAT ARE MATERIAL AND
ADVERSE TO LENDERS AND (II) THE ESOP SHALL NOT HAVE ENTERED INTO ANY
TRANSACTIONS (A) CONSTITUTING A "PROHIBITED TRANSACTION" AS DEFINED IN THE CODE,
(B) THAT VIOLATE FIDUCIARY STANDARDS IMPOSED BY SECTION 404(A) OF ERISA OR (C)
ADVERSELY AFFECT THE QUALIFIED STATUS OF THE ESOP UNDER SECTIONS 401(A) OR
4975(E)(7) OF THE CODE.