Lead Arrangers may be engaged in a broad
range of transactions that involve interests that differ from those of Tribune
and its affiliates, and (v) none of the Initial Lenders and Lead Arrangers has
provided nor will provide any legal, accounting, regulatory or tax advice with
respect to any of the transactions contemplated hereby and Tribune has consulted
and will consult its own legal, accounting, regulatory, and tax advisors to the
extent it deems appropriate.
You hereby waive and release, to the fullest
extent permitted by law, any claims that you may have against the Initial
Lenders and Lead Arrangers with respect to any breach or alleged breach of
fiduciary duty in respect of any of the transactions contemplated by this
Amended and Restated Commitment Letter.
10
11.
GOVERNING LAW; WAIVER OF JURY TRIAL.
THIS AMENDED AND RESTATED
COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.
EACH OF THE PARTIES HERETO WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON
CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF ANY OF THE
TRANSACTIONS OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, OR THE PERFORMANCE
BY THE INITIAL LENDERS, THE LEAD ARRANGERS OR ANY OF THEIR RESPECTIVE AFFILIATES
OF THE SERVICES CONTEMPLATED HEREBY.
12.
AMENDMENTS; COUNTERPARTS; ETC.
NO AMENDMENT OR WAIVER OF ANY
PROVISION HEREOF OR OF THE TERM SHEETS SHALL BE EFFECTIVE UNLESS IN WRITING AND
SIGNED BY THE PARTIES HERETO AND THEN ONLY IN THE SPECIFIC INSTANCE AND FOR THE
SPECIFIC PURPOSE FOR WHICH GIVEN.
THIS AMENDED AND RESTATED COMMITMENT LETTER,
THE TERM SHEETS AND THE SECOND STEP FEE LETTER ARE THE ONLY AGREEMENTS BETWEEN
THE PARTIES HERETO WITH RESPECT TO THE MATTERS CONTEMPLATED HEREBY AND THEREBY
AND SET FORTH THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT THERETO.
THIS AMENDED AND RESTATED COMMITMENT LETTER MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF
WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT.
DELIVERY OF AN EXECUTED
COUNTERPART BY TELECOPIER SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED
COUNTERPART.
13.
PATRIOT ACT.
THE INITIAL LENDERS HEREBY NOTIFY YOU THAT PURSUANT
TO THE REQUIREMENTS OF THE USA PATRIOT ACT, TITLE III OF PUB. L. 107-56 (SIGNED
INTO LAW OCTOBER 26, 2001) (THE "PATRIOT ACT"), THE LENDERS MAY BE REQUIRED TO
OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES TRIBUNE, WHICH INFORMATION
INCLUDES THE NAME, ADDRESS AND TAX IDENTIFICATION NUMBER AND OTHER INFORMATION
REGARDING IT THAT WILL ALLOW SUCH LENDER TO IDENTIFY IT IN ACCORDANCE WITH THE
PATRIOT ACT.
THIS NOTICE IS GIVEN IN ACCORDANCE WITH THE REQUIREMENTS OF THE
PATRIOT ACT AND IS EFFECTIVE AS TO THE LENDERS.
14.
PUBLIC ANNOUNCEMENTS; NOTICES.
THE INITIAL LENDERS AND LEAD
ARRANGERS MAY, SUBJECT TO YOUR PRIOR CONSENT (NOT TO BE UNREASONABLY WITHHELD,
DELAYED OR CONDITIONED) AT THEIR EXPENSE, PUBLICLY ANNOUNCE AS