AND ALL APPROPRIATE PRO FORMA FINANCIAL STATEMENTS PREPARED IN ACCORDANCE WITH,
OR RECONCILED TO, U.S. GAAP AND PREPARED IN ACCORDANCE WITH REGULATION S-X UNDER
THE SECURITIES ACT), AND ALL OTHER DATA (INCLUDING SELECTED FINANCIAL DATA) THAT
THE SECURITIES AND EXCHANGE COMMISSION WOULD REQUIRE IN A REGISTERED OFFERING OF
THE SENIOR NOTES OR THAT WOULD BE NECESSARY FOR THE LEAD ARRANGERS TO RECEIVE
CUSTOMARY "COMFORT" (INCLUDING "NEGATIVE ASSUR-
ANCE" COMFORT) FROM INDEPENDENT ACCOUNTANTS IN CONNECTION WITH THE OFFERING OF
THE SENIOR NOTES.
UPON DELIVERY OF SUCH PROSPECTUS, OFFERING MEMORANDUM OR
PRIVATE PLACEMENT MEMORANDUM YOU WILL, AND WILL USE COMMERCIALLY REASONABLE
EFFORTS TO CAUSE TRIBUNE'S SENIOR MANAGEMENT PERSONNEL TO PARTICIPATE IN, A
CUSTOMARY ROAD SHOW FOR THE SALE OF THE SENIOR NOTES.
6.
DELIVERY OF REASONABLY SATISFACTORY LEGAL OPINIONS, INCLUDING
CUSTOMARY OPINIONS OF COUNSEL TO THE ESOP (TO THE EXTENT REQUESTED BY THE LEAD
ARRANGERS) AND OF TRIBUNE'S COUNSEL; ABSENCE OF PREPAYMENT EVENTS UNDER OTHER
MATERIAL DEBT INSTRUMENTS; NO CREATION OF LIENS ON COLLATERAL (AS DEFINED IN
EXHIBIT A) UNDER OTHER DEBT INSTRUMENTS OR OTHER AGREEMENTS AND NO CREATION OF
MATERIAL LIENS ON ASSETS NOT CONSTITUTING COLLATERAL, IN EACH CASE AS A RESULT
OF THE TRANSACTIONS CONTEMPLATED HEREBY; CUSTOMARY CLOSING CERTIFICATES,
INCLUDING EVIDENCE OF AUTHORITY, CHARTER DOCUMENTS AND OFFICERS' INCUMBENCY
CERTIFICATES; TO THE EXTENT REQUESTED BY THE LEAD ARRANGERS, DELIVERY OF THE
OPINION OF THE ESOP TRUSTEE'S FINANCIAL ADVISOR; AND TO THE EXTENT REQUESTED BY
THE LEAD ARRANGERS, DELIVERY OF A CUSTOMARY CERTIFICATE OF THE ESOP TRUSTEE.
7.
THE ACQUISITION SHALL HAVE BEEN CONSUMMATED IN ACCORDANCE WITH
THE TERMS AND CONDITIONS OF THE ACQUISITION AGREEMENT 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.
EACH OF THE FIRST STEP TRANSACTIONS SHALL HAVE BEEN CONSUMMATED
AND THE CREDIT AGREEMENT (AS DEFINED IN THE FIRST STEP COMMITMENT LETTER) SHALL
HAVE BEEN EXECUTED AND DELIVERED SHALL BE IN FULL FORCE AND EFFECT AND THERE
SHALL NOT HAVE BEEN ANY AMENDMENTS, MODIFICATIONS OR WAIVERS THERETO SUBSEQUENT
TO THE EXECUTION AND DELIVERY THEREOF THAT ARE ADVERSE TO THE LENDERS UNDER THE
INCREMENTAL FACILITY IN ANY MATERIAL RESPECT.
9.
AS A CONDITION TO THE INCREMENTAL FACILITY, NO DEFAULT OR EVENT
OF DEFAULT SHALL RESULT FROM THE MAKING OF TERM LOANS THEREUNDER.
10.
ZELL AND HOLDCO SHALL HAVE ENTERED AN EQUITY COMMITMENT AGREEMENT
OR SUBSCRIPTION AGREEMENT WHEREBY ZELL (EITHER DIRECTLY OR THROUGH HOLDCO) WILL
AGREE TO INVEST UP TO $100.0 MILLION (LESS THE INVESTMENT REDUCTION AMOUNT (AS
DEFINED IN THE FIRST STEP COMMITMENT LETTER)) ON THE LATER TO OCCUR OF MARCH 25,
2008 AND THE SECOND STEP CLOSING DATE, IN JUNIOR CAPITAL (AS DEFINED IN THE
FIRST STEP COMMITMENT LETTER) OF TRIBUNE IF TRIBUNE HAS NOT MADE THE ELECTION TO
BE TREATED AS AN S CORPORATION UNDER THE CODE (THE "S. CORP ELECTION") ON OR
PRIOR TO MARCH 15,