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 they deem
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.
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 FIRST STEP
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 SHEET 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 SHEET AND THE FIRST 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 THEY MAY CHOOSE
THE CAPACITIES IN WHICH THEY OR THEIR AFFILIATES HAVE ACTED HEREUNDER.
ANY
NOTICE GIVEN PURSUANT HERETO SHALL BE MAILED OR HAND DELIVERED IN WRITING, IF TO
(I) YOU, AT YOUR ADDRESS