CONTEMPLATED HEREBY, OTHER THAN FILINGS THAT TRIBUNE MAY MAKE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(E)
REPRESENTATIONS OF TRIBUNE AS MANAGING MEMBER.
(I)
FINANCIAL STATEMENTS.
TRIBUNE HERETOFORE HAS DELIVERED TO THE
MEMBERS TRUE AND CORRECT COPIES OF (A) THE COMPANY'S AUDITED BALANCE SHEET DATED
AS OF DECEMBER 31, 2004 AND UNAUDITED BALANCE SHEET DATED AS OF DECEMBER 31,
2005 AND (B) THE
4
RELATED STATEMENTS OF THE MEMBER'S CAPITAL ACCOUNTS FOR EACH OF THE YEARS ENDED
DECEMBER 31, 2004 AND DECEMBER 31, 2005 (COLLECTIVELY, THE "FINANCIAL
STATEMENTS").
THE FINANCIAL STATEMENTS (1) HAVE BEEN PREPARED IN ALL RESPECTS
IN ACCORDANCE WITH THE TERMS OF THE OPERATING AGREEMENT (EXCEPT THAT ALL
FINANCIAL STATEMENTS HAVE BEEN PREPARED ON A TAX BASIS NOT IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES), (2) ARE IN ACCORDANCE WITH THE BOOKS
AND RECORDS OF THE COMPANY AND (3) FAIRLY PRESENT THE FINANCIAL POSITION OF THE
COMPANY AS OF THE RESPECTIVE DATES THEREOF.
THE COMPANY KEEPS BOOKS, RECORDS
AND ACCOUNTS THAT, IN REASONABLE DETAIL, ACCURATELY AND FAIRLY REFLECT IN ALL
MATERIAL RESPECTS THE TRANSACTIONS AND DISPOSITIONS OF ASSETS OF THE COMPANY.
(II)
SCHEDULE OF MEMBERS.
ATTACHED HERETO AS EXHIBIT B IS A TRUE,
COMPLETE AND ACCURATE COPY OF THE SCHEDULE OF MEMBERS AS OF THE DATE HEREOF AS
REQUIRED BY THE OPERATING AGREEMENT.
(III)
COMPLIANCE WITH OPERATING AGREEMENT.
TO THE KNOWLEDGE OF TRIBUNE,
SINCE JANUARY 1, 2005, THE COMPANY HAS BEEN OPERATED IN COMPLIANCE WITH THE
OPERATING AGREEMENT IN ALL MATERIAL RESPECTS.
(IV)
TAX ELECTIONS.
NO ELECTION UNDER SECTION 754 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), IS IN EFFECT WITH RESPECT TO THE
COMPANY.
(F)
RIGHTS PLAN.
NONE OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR
THE DIRECT OR INDIRECT ACQUISITION OF BENEFICIAL OWNERSHIP OF ADDITIONAL
SECURITIES OF TRIBUNE BY THE COMPANY OR THE TRUST MEMBERS AS A RESULT OF THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL CAUSE EITHER OF THE
TRUST MEMBERS OR THE COMPANY TO BE AN "ACQUIRING PERSON" PURSUANT TO THAT
CERTAIN RIGHTS AGREEMENT, BETWEEN TRIBUNE AND FIRST CHICAGO TRUST COMPANY OF NEW
YORK, DATED AS OF DECEMBER 12, 1997 AND AS AMENDED BY AMENDMENT NO. 1 ON JUNE
12, 2000 AND AMENDMENT NO. 2 ON SEPTEMBER 21, 2006 (THE "RIGHTS PLAN").
3.2
REPRESENTATIONS AND WARRANTIES OF TRUST MEMBERS.
EACH OF THE TRUST
MEMBERS, JOINTLY AND SEVERALLY, REPRESENTS AND WARRANTS TO THE COMPANY AND THE
TRIBUNE MEMBERS AS FOLLOWS:
(A)
DUE AUTHORIZATION.
ALL ACTION ON THE PART OF EACH OF THE TRUST
MEMBERS AND ITS TRUSTEES NECESSARY FOR THE AUTHORIZATION, EXECUTION AND DELIVERY
OF, AND THE PERFORMANCE OF ALL OBLIGATIONS OF SUCH TRUST MEMBERS UNDER, THIS
AGREEMENT HAS BEEN TAKEN.
EACH OF THE TRUST MEMBERS HAS DULY AUTHORIZED,
EXECUTED AND DELIVERED THIS AGREEMENT, AND THIS AGREEMENT IS A VALID AND BINDING
OBLIGATION OF EACH OF THE TRUST MEMBERS ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS, SUBJECT, AS TO ENFORCEMENT OF REMEDIES, TO APPLICABLE BANKRUPTCY,
INSOLVENCY, MORATORIUM, REORGANIZATION AND SIMILAR LAWS AFFECTING CREDITORS'
RIGHTS GENERALLY AND