2008, SUCH AGREEMENT TO BE IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE LEAD ARRANGERS AND GRANTING THIRD-PARTY ENFORCEMENT RIGHTS
IN FAVOR OF THE ADMINISTRATIVE AGENT ON BEHALF OF THE LENDERS (THE "ZELL
INVESTMENT AGREEMENT").
11.
THE RATIO OF TOTAL OUTSTANDING INDEBTEDNESS OF TRIBUNE THAT IS
GUARANTEED BY ANY OF ITS SUBSIDIARIES AND OUTSTANDING INDEBTEDNESS OF ANY OF THE
GUARANTORS (ON A CONSOLIDATED BASIS) TO TRAILING FOUR QUARTER EBITDA (AS DEFINED
IN ANNEX II TO THIS EXHIBIT A) SHALL NOT EXCEED 9.00:1:00 WHEN MEASURED ON A PRO
FORMA BASIS AS OF THE LAST DAY OF THE FISCAL QUARTER ENDING IMMEDIATELY PRIOR TO
THE DATE OF THE ACQUISITION (GIVING EFFECT TO THE SECOND STEP TRANSACTIONS AND
OTHER CUSTOMARY AND APPROPRIATE PRO FORMA ADJUSTMENT EVENTS, INCLUDING ANY
ACQUISI-
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TIONS OR DISPOSITIONS AFTER THE BEGINNING OF THE RELEVANT DETERMINATION PERIOD
BUT PRIOR TO OR SIMULTANEOUS WITH THE CONSUMMATION OF THE ACQUISITION).
12.
THE LEAD ARRANGERS SHALL BE REASONABLY SATISFIED THAT SUBSEQUENT
TO THE CONSUMMATION OF THE FIRST STEP TRANSACTIONS, THERE SHALL NOT HAVE BEEN
ANY CHANGES 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) THAT ARE MATERIAL AND ADVERSE TO LENDERS.
THE
LEAD ARRANGERS SHALL BE REASONABLY SATISFIED THAT SUBSEQUENT TO THE CONSUMMATION
OF THE FIRST STEP TRANSACTIONS, 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.
13.
THE HOLDCO PURCHASE SHALL BE CONSUMMATED SUBSTANTIALLY CONCURRENT
WITH THE CONSUMMATION OF THE ACQUISITION.
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