RESPONSES AND OBJECTIONS OF MOELIS & CO., LLC TO SUBPOENA ...admin.epiq11.com/onlinedocuments/trb/exhibits/npp exhibits/NPP0920… · TO SUBPOENA FROM AURELIUS CAPITAL MANAGEMENT,

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: TRIBUNE COMPANY, et al., Debtors.

Chapter 11 Case No. 08-13141 (KJC) Jointly Administered

RESPONSES AND OBJECTIONS OF MOELIS & CO., LLC TO SUBPOENA FROM AURELIUS CAPITAL MANAGEMENT, LP

Pursuant to rule 45(c)(2)(B) of the Federal Rules of Civil Procedure (the “Federal

Rules”), made applicable herein under rule 9016 of the Federal Rules of Bankruptcy Procedure

(the “Bankruptcy Rules”), Moelis & Co., LLC (“Moelis”) hereby responds and objects to the

Subpoena dated December 15, 2010 served upon it by Aurelius Capital Management, LP

(“Aurelius”) (the “Subpoena”), as follows:

GENERAL OBJECTIONS

1. Moelis objects to the Subpoena in its entirety to the extent that it is overbroad or

purports to impose obligations upon it that exceed those set forth in Federal Rules 26, 34 and 45,

made applicable herein under Bankruptcy Rules 7026, 7034, 9014 and 9016, the Local Rules of

the United States Bankruptcy Court for the District of Delaware, the Case Management Order

entered in this case, or any other applicable statute, rule, or order.

2. Moelis objects to the Subpoena in its entirety to the extent that it purports to call

for the disclosure of information, or the production of documents, that are subject to the attorney

work product protection, the attorney-client privilege, or any other applicable privilege,

including privileged information or documents shared with entities with which Moelis holds or

held a common interest. For instance, information subject to the common interest privilege

includes information or documents shared between and among (1) Debtors (as defined herein),

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Angelo, Gordon & Co. LP, Centerbridge Special Credit Partners, L.P., Centerbridge Credit

Partners Master, L.P., Centerbridge Credit Partners, JPMorgan Chase Bank N.A., Law

Debenture Company of New York, as Successor Indenture Trustee, and the Committee, or their

counsel or advisors, during the time period April 12, 2010 through August 9, 2010; or

(2) Debtors, Angelo, Gordon & Co, L.P., Oaktree Capital Management, L.P., JPMorgan Chase

Bank N.A., and the Committee, or their counsel or advisors, during the time period October 12,

2010 through the present. Moelis asserts such privileges and objects to the provision of

information or production of any documents subject thereto. To the extent that any production of

documents or information is made, any inadvertent production of such privileged documents or

information in response to the Subpoena would not be intended to constitute a waiver of any

applicable privilege or protection. Moelis demands that Aurelius, its agents and attorneys notify

the Moelis’s undersigned counsel of the production of any such documents immediately upon

discovery of such documents, and return such documents to such undersigned counsel upon

request.


for the disclosure of information, or the production of documents, that are part of a category of

documents subject to the attorney work product protection, the attorney-client privilege, or any

other applicable privilege, including privileged information or documents shared with parties for

whom Moelis serves in an advisory capacity. For instance, information that is categorically

privileged includes, among other categories: (1) communications between or among Moelis and

its counsel, requesting or providing legal advice that are not disclosed to any individual who is

not counsel for any employee or agent of Moelis; (2) communications among or between Moelis

or its counsel and the Official Committee of Unsecured Creditors in the above-captioned case

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(“Committee”), requesting or providing advice that is not disclosed to any individual who is not

counsel for or any employee or agent of Moelis or a member of the Committee; or (3) or

communications between Moelis and the Committee’s counsel, requesting or providing advice

that are not disclosed to any individual who is not counsel for or any employee or agent of

Moelis or a member of the Committee or its counsel. Moelis asserts such privileges and objects

to the provision of information or production of any documents subject thereto. To the extent

that any production of documents or information is made, any inadvertent production of such

privileged documents or information in response to the Subpoena would not be intended to

constitute a waiver of any applicable privilege or protection. Moelis demands that Aurelius, its

agents and attorneys notify the Moelis’s undersigned counsel of the production of any such

documents immediately upon discovery of such documents, and return such documents to such

undersigned counsel upon request.

4. Moelis objects to the Subpoena in its entirety to the extent that it purports to

require the production of documents that are not in its possession, custody, or control.

5. No objection or limitation, or lack thereof, or statement that Moelis will produce

documents made in these Responses and Objections constitutes an admission as to the existence

or nonexistence of documents or information by Moelis.

6. Moelis objects to the Subpoena in its entirety to the extent that it is vague,

ambiguous, confusing, and contrary to the plain meaning of the terms involved.


for the disclosure of information, or the production of documents, that are subject to the terms of

the Order (I) Authorizing The Debtors To Establish A Document Depository And Directing The

Committee To Deliver Certain Documents To The Depository Pursuant To Federal Rule Of

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Bankruptcy Procedure 2004 And (II) Establishing Settlement Negotiation Protections Pursuant to

11 U.S.C. § 105(A) (Docket No. 2858) (the “Depository Order”). The Depository Order

provides that it is “binding upon all persons and upon all parties-in interest in connection with

these cases, whether or not such person or party-in-interest is a Negotiation Party.” The

Depository Order defines Settlement Material as follows:

“[A]ny and all communications, whether written or oral, occurring on or after December 7, 2009, between and among the Negotiating Parties, or their representatives, in connection with discussions of the Leveraged ESOP Transactions, whether (a) in connection with the discussion of any plan or plans of reorganization in these cases, or (b) in connection with a discussion among the Negotiating Parties regarding any legal or factual issues related to such plan or plans, or (c) in connection with any analysis or documents prepared by a Negotiating Party or their representatives after the Petition Date and shared on or after December 7, 2009, between and among the Negotiating Parties, which, at or prior to the time communicated or shared, is designated as a “Settlement Communication” (such communications and materials are referred to herein collectively as the “Settlement Material”) shall be deemed confidential and subject to the restrictions contained in this Order.”

Under the Depository Order, Settlement Material may not be used except in connection with

settlement discussions and may not be introduced at any trial or hearing or deposition unless the

party who originates the Settlement Material agrees in writing. To the extent that the Subpoena

calls for the production of Settlement Material, it is not reasonably calculated to lead to the

discovery of admissible evidence. In addition, under the Depository Order, such Settlement

Material may not be disclosed other than in such settlement discussions except as authorized by

the Negotiating Party originating such Settlement Material. Moelis has not received

authorization from any Negotiating Party who originated any Settlement Material in Moelis’s

possession, custody, or control, to disclose this material, has not been requested by any

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Negotiating Party to authorize the disclosure of Settlement Material they originated, and has not

authorized the disclosure of the Settlement Material that they originated.

8. Moelis objects to the Subpoena in its entirety to the extent that it is not reasonably

calculated to lead to the discovery of admissible evidence in that it seeks the disclosure of

information, or the production of documents, that are inadmissible and constitute material

protected from disclosure pursuant to the Order Appointing Mediator (Docket No. 5591) (the

“Mediation Order”). The Mediation Order provides that “(a) discussions among the Mediation

Parties relating to the Mediation, including discussions with or in the presence of the Mediator,

(b) Mediation Statements, Ownership Statements and any other documents or information

provided to the Mediator or the Mediation Parties in the course of the Mediation,

(c) correspondence, draft resolutions, offers, and counteroffers produced for or as a result of the

Mediation, and (d) communications between the Mediator and the Examiner or the Examiner’s

Professionals are strictly confidential and shall not be admissible for any purpose in any judicial

or administrative proceeding.” Unless otherwise specifically stated, Mediation Materials will not

be produced in response to any Request.


for the disclosure of information, or the production of documents, that are subject to the terms of

the Order Approving Work And Expense Plan And Modifying Examiner Order (Docket No.

4306) (the “Examiner Order”) or to the Order Approving Motion Of Court-Appointed Examiner,

Kenneth N. Klee, Esq., For Order (I) Discharging Examiner; (II) Granting Relief From Third-

Party Discovery; (III) Approving The Disposition Of Certain Documents And Information; And

(IV) Granting Certain Ancillary Relief (Docket No. 5541) (the “Discharge Order”). Pursuant to

the Examiner Order, “requests by the Parties or any other person or entity for [ ] discovery”

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“propounded upon any Party or any other person or entity to seek any communications,

documents or other information exchanged between them and the Examiner” are subject to Court

approval. Pursuant to Paragraph 7 of the Discharge Order, materials provided to or obtained by

the Examiner are exempt from discovery from the Examiner. To the extent that such materials

are protected from disclosure by the Examiner, Moelis objects to Aurelius’s attempts to

contravene the purpose of the Discharge Order by seeking those same materials from Moelis.

Unless otherwise specifically stated, materials related to the Examiner will not be produced in

response to any Request.

10. Moelis objects to the Subpoena in its entirety to the extent that it is not reasonably

calculated to lead to the discovery of admissible evidence in that the information sought would

not be admissible pursuant to Federal Rule of Evidence 408.

11. Moelis objects to the Subpoena in its entirety to the extent that it is duplicative of

document requests or subpoenas served by other parties in the above-captioned case, including

but not limited to requests for production or subpoenas to the Committee, the Committee’s

counsel, and Committee Individuals, as defined in the within Subpoena.

12. Moelis objects to the Subpoena in its entirety to the extent that it calls for the

document-by-document identification within thirty days of service of the Subpoena of those

documents that are protected by the attorney-client privilege, common interest privilege, and

work product protection as seeking to impose obligations beyond the scope of Federal Rules 26,

34 and 45, made applicable herein under Bankruptcy Rules 7026, 7034, 9014 and 9016, and

beyond the scope of the Case Management Order entered in this case. Given the number of

documents subject to review by Moelis, Moelis further objects on the grounds that such an

instruction is unduly burdensome.

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13. Moelis’s Responses and Objections to the Subpoena or its production of any

documents shall not be construed as: (i) an admission as to the relevance, admissibility, or

materiality of any such documents or their subject matter; (ii) a waiver or abridgment of any

applicable privilege; or (iii) an agreement that requests for similar documents will be treated

similarly.

14. Moelis reserves all of its rights, including its right to supplement, amend, or

correct any of its Responses and Objections to the Subpoena and its right to object to the

admissibility of any part of any document produced in response to any Request or information

contained in any such document.

15. Moelis objects to the Subpoena in its entirety to the extent that (a) the discovery

sought by any Request is unreasonably cumulative or duplicative, or is obtainable from another

source that is more convenient, less burdensome, or less expensive; (b) the requested documents

were previously produced and are currently located in the Document Depository; (c) Aurelius

has obtained the material sought by any request or demand in any other proceeding or pursuant

to any other means;(d) the documents are a matter of public record or could be obtained from

Aurelius or its counsel’s files; or (e) the burden or expense of any demand outweighs its likely

benefit.

16. Moelis objects to the Subpoena to the extent that it calls for information from

Moelis in a capacity other than Moelis’s capacity as an advisor to the Committee, and/or seeks

discovery as to the ordinary-course business relationships between any party and Moelis or any

entity related to Moelis.

17. Moelis objects to the terms “any” and “all” as used throughout the Subpoena as

overly broad and unduly burdensome. Moelis will make a good faith, reasonable, and diligent

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effort to locate responsive documents, consistent with any General or Specific Objections. In

searching for documents, Moelis will conduct a thorough and reasonable search for its records

kept in the ordinary course of business, where information, documents or other things responsive

to this discovery are most likely to be found. Moelis has also sought information from those

persons who are most likely to know of information or documents or other things responsive to

the Subpoena. To the extent the Subpoena asks for more and seeks documents that are not

reasonably accessible because they cannot be retrieved, or produced without undue burden or

cost, such as backup tapes intended for disaster recovery, Moelis objects because the discovery is

overly broad and unduly burdensome.

SPECIFIC OBJECTIONS TO DEFINITIONS

Definition A: “Angelo” means (i) Angelo, Gordon & Co, L.P. and its affiliates; (ii) any of its or their officers, directors, partners, employees, members, or managers; (iii) any of its or their board of directors and any committee or subcommittee of any board of directors; and (iv) Professionals or any Person within (i), (ii) or (iii) above.

Objection to Definition A: Moelis objects to Definition A on the grounds that it is

vague, overbroad, unduly burdensome, and that it is not possible to know all of the

persons and entities that Aurelius purports to include within Definition A as stated. As

used in Moelis’s responses to the Subpoena, the term “Angelo,” unless otherwise

specified, means Angelo, Gordon & Co, L.P.

Definition B: “April Proposed Settlement” means the settlement of certain LBO-Related Causes of Action proposed by Angelo, Centerbridge Credit Partners, L.P., Centerbridge Credit Partners Master, L.P., Centerbridge Special Credit Partners, L.P., the Law Debenture defendants, and J.P. Morgan Chase Bank, N.A., described in a Settlement Support Agreement dated on or about April 9, 2010 including Exhibit A attached thereto.

Objection to Definition B: Moelis objects to Definition B on the grounds that it is

vague. As used in Moelis’s responses to the Subpoena, the term “April Proposed

Settlement,” unless otherwise specified, means the settlement agreement, the terms of

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which are described in the Settlement Support Agreement, dated April 8, 2010, between

and among Angelo, Centerbridge Special Credit Partners, L.P., Centerbridge Credit

Partners Master, L.P., Centerbridge Credit Partners, JPMorgan Chase Bank N.A., and

Law Debenture Company of New York, as Successor Indenture Trustee, as filed with the

Court on April 12, 2010.

Definition C: “Aurelius” means (i) Aurelius Capital Management, LP, on behalf of its managed entities, and its affiliates; (ii) any of its or their officers, directors, employees, partners, members, or managers; (iii) any of its or their board of directors and any committee or subcommittee of any board of directors; and (iv) Professionals of any Person within (i), (ii) or (iii) above.

Objection to Definition C: Moelis objects to Definition C on the grounds that it is


persons and entities that Aurelius purports to include within Definition C as stated. As

used in Moelis’s responses to the Subpoena, the term “Aurelius,” unless otherwise

specified, means Aurelius Capital Management, LP.

Definition D: “Bank of America” means (i) Bank of America, N.A. and its affiliates; (ii) any of its or their officers, directors, partners, members, employees, or managers; (iii) any of its or their board of directors and any committee or subcommittee of any board of directors; and (iv) Professionals of any Person within (i), (ii) or (iii) above.

Objection to Definition D: Moelis objects to Definition D on the grounds that it is


persons and entities that Aurelius purports to include within Definition D as stated. As

used in Moelis’s responses to the Subpoena, the term “Bank of America,” unless

otherwise specified, means Bank of America N.A., Bank of America Bridge LLC, and

Bank of America Securities, LLC.

Definition E: “Board of Directors” means the boards of directors of Tribune and current and former Professionals of the board of directors and/or Tribune.

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Objection to Definition E: Moelis objects to Definition E on the grounds that it is

vague, overbroad, and unduly burdensome. As used in Moelis’s responses to the

Subpoena, the term “Board of Directors,” unless otherwise specified, means the boards of

directors of Tribune Company.

Definition G: “Bridge Lender Plan” means the Plan or Reorganization for Tribune Company and its Subsidiaries proposed by King Street Acquisition Company, L.L.C., King Street Capital, L.P. and Marathon Asset Management. L.P., dated October 29, 2010.

Objection to Definition G: Moelis objects to Definition G on the grounds that it is

unintelligible. As used in Moelis’s responses to the Subpoena, the term “Bridge Lender

Plan,” unless otherwise specified, means the Joint Plan Of Reorganization For Tribune

Company And Its Subsidiaries Proposed By King Street Acquisition Company, L.L.C.,

King Street Capital, L.P. And Marathon Asset Management, L.P. dated October 29, 2010,

and as subsequently amended.

Definition H: “Citicorp” means any or all of (i) Citicorp North America. Inc. and its affiliates; (ii) Citigroup Global Markets Inc. and its affiliates; (iii) Citibank, N.A. and its affiliates; (iv) Citicorp USA, Inc. and its affiliates; (v) any of its or their officers, directors, partners, members, employees, or managers; (vi) any of its or their board of directors and any committee or subcommittee of any board of directors; and (vii) Professionals of any Person within (i), (ii), (iii), (iv), (v), or (vi) above.

Objection to Definition H: Moelis objects to Definition H on the grounds that it is


persons and entities that Aurelius purports to include within Definition H as stated. As

used in Moelis’s responses to the Subpoena, the term “Citicorp,” unless otherwise

specified, means Citigroup Global Markets, Inc., Citibank, N.A., Citicorp USA, Inc., and

Citicorp North America, Inc.

Definition I: “Committee” means any or all of (i) the Official Committee of Unsecured Creditors in the chapter 11 cases of the above-captioned debtors; (ii) its individual members; (iii) any entities in which any such individual member serves as an employee, partner or in any

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employment or agency relationship; and (iv) any Professionals of any Person included in (i), (ii) or (iii) above.

Objection to Definition I: Moelis objects to Definition I on the grounds that it is vague,

overbroad, unduly burdensome, and that it is not possible to know all of the persons and

entities that Aurelius purports to include within Definition I as stated. As used in

Moelis’s responses to the Subpoena, the term “Committee,” unless otherwise specified,

means the Official Committee of Unsecured Creditors in the chapter 11 cases of the

above-captioned debtors, exclusive of any individual members thereof, any entities to

which such member may be related, and any professional to the Committee or such

members or entities.

Definition J: “Committee Individuals” means all Persons within Definition I (ii) or (iv), and any entity or entities that any such Person directly or indirectly owns or controls.

Objection to Definition J: Moelis objects to Definition J on the grounds that it is vague,

overbroad, unduly burdensome, and that it is not possible to know all of the persons and

entities that Aurelius purports to include within Definition J as stated. As used in

Moelis’s responses to the Subpoena, the term “Committee Individuals,” unless otherwise

specified, means the individual members of the Official Committee of Unsecured

Creditors in the chapter 11 cases of the above-captioned debtors exclusive of any entities

to which such member may be related, and any professionals thereof.

Definition K: “Communication” means, without limitation, any exchange or transfer of information or Documents by any means (e.g., whether oral, written, electronic or by other methods), as well as any notes, memorandum, or other record thereof.

Objection to Definition K: Moelis objects to Definition K on the grounds that it is

vague and ambiguous as to the phrase “exchange or transfer of information or documents

. . . by other methods.”

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Definition N: “Debtor/Committee/Lender Plan” means the First Amended Joint Plan of Reorganization for Tribune Company and Its Subsidiaries Proposed by the Debtors, the Committee, Oaktree Capital Management, L.P., Angelo, Gordon & Co., L.P., and JPMorgan Chase Bank, N.A., dated December 8, 2010, along with any amendments thereto and any prior proposed plans of reorganization filed or considered by such parties.

Objection to Definition N: Moelis objects to Definition N on the grounds that it is

unintelligible. As used in Moelis’s responses to the Subpoena, the term “Debtor/

Committee/Lender Plan,” unless otherwise specified, means the Joint Chapter 11 Plan Of

Reorganization For Tribune Company And Its Subsidiaries Proposed By The Debtors,

The Official Committee Of Unsecured Creditors, Oaktree Capital Management, L.P.,

Angelo, Gordon & Co., L.P., And JPMorgan Chase Bank, N.A. filed with the Court on

October 22, 2010, and as subsequently amended.

Definition P: “Documents” means all written, graphic, or printed matter of any kind, however, produced or reproduced, including all originals, drafts, working papers and non-identical copies, whether different from the originals by reason of any notation made on such copies or otherwise, and all electronic, mechanical, or optical records or representations of any kind or other data compilations from which information can be obtained, or translated, if necessary, through detection devices into reasonable usable form. The term “Documents” includes, but is not limited to:

a. correspondence, memoranda, notes, calendar or diary entries, statistics, letters, electronic mail, notebooks, telegrams, journals, minutes, agendas, notices, announcements, instructions, charts, schedules, requests, contracts, physical evidence, prospective contracts, agreements, prospective agreements, licenses, prospective licenses, order forms, books, accounts, records, reports, studies, surveys, experiments, analyses, checks, cancelled checks, wire confirmations, statements, receipts, returns, vouchers, statements, credit memoranda, sales slips, promissory notes, summaries, pamphlets, prospectuses, manuals, brochures, announcements, certificates, drawings, plans, inter-office and intraoffice Communications, or offers;

b. notations in any form made of conversations, telephone calls, meetings, negotiations, or other Communications;

c. bulletins, circulars, schedules, lists, guides, printed matter (including newspapers. magazines and other publications, articles and clippings therefrom), press releases, computer printouts,

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teletypes, telecopies, telexes, invoices, ledgers, balance sheets, financial statements or worksheets;

d. electronic, mechanical or optical records or representations of any kind (including tapes, cassettes, discs, hard drives, recordings, voice mail, electronic mail, computer-stored data or material ), or transcriptions thereof; and

e. all drafts, alterations, modifications, changes and amendments of any of the foregoing and any material underlying, supporting or used in the preparation of any document.

Objection to Definition P: Moelis objects to Definition P to the extent it is overbroad,

unduly burdensome, and seeks categories of documents not contemplated by Federal

Rules 26, 34 and 45, made applicable herein under Bankruptcy Rules 7026, 7034, 9014

and 9016. As used in Moelis’s responses to the Subpoena, the term “Documents,” unless

otherwise specified, has the meaning ascribed to it in Federal Rules 26, 34 and 45, made

applicable herein under Bankruptcy Rules 7026, 7034, 9014 and 9016.

Definition T: “JPMorgan” means (i) JPMorgan Chase Bank, N.A. and its affiliates; (ii) any of its or their officers, directors, partners, employees, members, or managers; (iii) any of its or their board of directors and any committee or subcommittee of any board of directors; and (iv) Professionals of any Person within (i), (ii) or (iii) above.

Objection to Definition T: Moelis objects to Definition T on the grounds that it is


persons and entities that Aurelius purports to include within Definition T as stated. As

used in Moelis’s responses to the Subpoena, the term “JPMorgan,” unless otherwise

specified, means JPMorgan Chase Bank N.A. and J.P. Morgan Securities Inc.

Definition U: “LBO” means the leveraged buy-out of Tribune that occurred in 2007, including, without limitation, the purchase by Tribune of its common stock on or about June 4, 2007 and the merger and related transactions involving Tribune on or about December 20, 2007.

Objection to Definition U: Moelis objects to Definition U on the grounds that it is

vague and overbroad. As used in Moelis’s responses to the Subpoena, the term “LBO,”

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unless otherwise specified, means the Leveraged ESOP Transactions as detailed in

Section VII.D of Debtors’ Joint Disclosure Statement, filed with the Court on October 22,

2010.

Definition W. “LBO-Related Causes of Action” means any and all actual or potential pre-petition, post-petition and/or post-emergence claims, obligations, suits, judgments, damages, debts, rights, causes of action, avoidance powers or rights, liabilities of any nature whatsoever arising from or relating to the leveraged buy-out of Tribune that occurred in 2007, including, without limitation, the claims asserted in the Complaints and any and all potential legal or equitable remedies associated with any such claims.

Objection to Definition W: Moelis objects to Definition W on the grounds that it is

vague. As used in Moelis’s responses to the Subpoena, the term “LBO-Related Causes of

Action,” unless otherwise specified, has the meaning set forth in Article I of the

Debtor/Committee/ Lender Plan.

Definition Y: “Mediation” shall have the meaning ascribed to it in Section VII.D of the Joint Disclosure Statement, dated December 8, 2010, and any amendments thereto.

Objection to Definition Y: Moelis objects to Definition Y on the grounds that it is

unintelligible. As used in Moelis’s responses to the Subpoena, the term “Mediation,”

unless otherwise specified, shall have the meaning ascribed to it in Section VII.D of

Debtors’ Joint Disclosure Statement, filed with the Court on October 22, 2010.

Definition AA: “Merrill Lynch” means (i) Merrill Lynch, Pierce, Fenner & Smith and its affiliates; (ii) Merrill Lynch Capital Corporation and its affiliates; (iii) Merrill Lynch & Co. and its affiliates; (iv) any of its or their officers, directors, partners, members, employees, or managers; (v) any of its or their board of directors and any committee or subcommittee of any board of directors; and (vi) Professionals of any Person within (i), (ii), (iii ), (iv) or (v) above.

Objection to Definition AA: Moelis objects to Definition AA on the grounds that it is


persons and entities that Aurelius purports to include within Definition AA as stated. As

used in Moelis’s responses to the Subpoena, the term “Merrill Lynch,” unless otherwise

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specified, means Merrill Lynch Capital Corporation, Merrill, Lynch, Pierce, Fenner &

Smith, and Merrill Lynch & Co.

Definition BB: “Moelis” means (i) Moelis & Co. LLC and its affiliates, and (ii) any of its or their officers, directors, partners, members, employees, or managers; (iii) any of its or their board of directors and any committee or subcommittee of any board of directors; and (iv) Professionals of any Person within (i), (ii), (iii), or (iv) above.

Objection to Definition BB: Moelis objects to Definition BB on the grounds that it is vague, overbroad, unduly burdensome, and that it is not possible to know all of the persons and entities that Aurelius purports to include within Definition BB as stated. As used in Moelis’s responses to the Subpoena, the term “Moelis,” unless otherwise specified, means Moelis & Co. LLC.

Definition CC: “Murray Devine” means (i) Murray, Define & Company and its affiliates, and (ii) any of its or their officers, directors, partners, members, employees, or managers.

Objection to Definition CC: Moelis objects to Definition CC on the grounds that it is


persons and entities that Aurelius purports to include within Definition BB as stated. As

used in Moelis’s responses to the Subpoena, the term “Murray Devine,” unless otherwise

specified, means Murray, Devine & Company.

Definition DD: “Noteholder Plan” means the Joint Plan of Reorganization for Tribune Company and its Subsidiaries proposed by Aurelius Capital Management, LP, on behalf of its managed entities, Deutsche Bank Trust Company Americas, in its capacity as the successor indenture trustee for certain series of senior notes, Law Debenture Trust Company of New York, in its capacity as successor indenture trustee for certain series of senior notes and Wilmington Trust Company, in its capacity as the successor indenture trustee for the PHONES Notes, dated October 29, 2010.

Objection to Definition DD: Moelis objects to Definition DD on the grounds that it is

vague. As used in Moelis’s responses to the Subpoena, the term “Noteholder Plan”

means that Joint Plan of Reorganization for Tribune Company and its Subsidiaries

proposed by Aurelius Capital Management, LP, on behalf of its managed entities,

Deutsche Bank Trust Company Americas, in its capacity as the successor indenture

trustee for certain series of senior notes, Law Debenture Trust Company of New York, in

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its capacity as successor indenture trustee for certain series of senior notes and

Wilmington Trust Company, in its capacity as the successor indenture trustee for the

PHONES Notes, dated October 29, 2010, and as subsequently amended.

Definition EE: “Oaktree” means (i) Oaktree Capital Management. L.P., and its affiliates; (ii) any of its or their officers, directors, partners, members, employees, or managers; (iii) any of its or their board or directors and any committee or subcommittee of any board of directors; and (iv) Professionals of any Person within (i), (ii) or (iii) above.

Objection to Definition EE: Moelis objects to Definition EE on the grounds that it is


persons and entities that Aurelius purports to include within Definition CC as stated. As

used in Moelis’s responses to the Subpoena, the term “Oaktree,” unless otherwise

specified, means Oaktree Capital Management, L.P.

Definition FF: “Other Potential Settlement” means any potential settlement of any or all of the LBO-Related Causes of Action considered, proposed or discussed at any time, other than the Proposed LBO Settlement or the April Proposed Settlement.

Objection to Definition FF: Moelis objects to Definition FF on the grounds that it is

vague and calls for the production of documents that are not relevant or reasonably

calculated to lead to the discovery of admissible evidence.

Definition JJ: “Plans” means any or all of the Debtor/Committee/Lender Plan, the Noteholder Plan, the Step One Lender Plan, and the Bridge Lender Plan.

Objection to Definition JJ: Moelis objects to Definition JJ on the grounds that it is

vague. As used in Moelis’s responses to the Subpoena, the term “Plans” means any or all

of the Debtor/Committee/Lender Plan, the Noteholder Plan, the Step One Lender Plan,

and the Bridge Lender Plan subject to the objections set forth herein.

Definition KK: “Potential LBO Liability Party” means the Persons named as defendants in the Complaints, including absent class members, as well as any such Person’s current or former officers, directors, employees, partners, members, managers, owners or Professionals.

EAST\44014444.3 17

Objection to Definition KK: Moelis objects to Definition JJ on the grounds that it is


persons and entities that Aurelius purports to include within Definition KK as stated. As

used in Moelis’s responses to the Subpoena, the term “Potential LBO Liability Party,”

unless otherwise specified, means the Persons named as defendants in the Complaints,

including absent class members.

Definition MM: “Professional” means any counsel, consultant, advisor, testifying expert, non-testifying expert, agent, representative or other Person engaged to provide or involved in providing at any time any services relating to the LBO, the LBO-Related Causes of Action, the Plans, the Complaints, the Examiner, the Examiner Report, Settlement Analysis and/or the Settlement Process.

Objection to Definition MM: Moelis objects to Definition MM on the grounds that it

seeks categories of documents not contemplated by Federal Rules 26, 34 and 45, made

applicable herein under Bankruptcy Rules 7026, 7034, 9014 and 9016.

Definition NN. “Proposed LBO Settlement” means the proposed settlement of certain LBO-Related Causes of Action as described in the Debtor/Committee/Lender Plan.

Objection to Definition NN: Moelis objects to Definition NN on the grounds that it is

vague. As used in Moelis’s responses to the Subpoena, the term “Proposed LBO

Settlement,” unless otherwise specified, means the proposed settlement of LBO-Related

Causes of Action as described in the Debtor/Committee/Lender Plan.

Definition OO: “Relationship” means any prior, current or prospective personal, professional, business or other relationship among any of the Persons specified in the request, including but not limited to any matter with respect to which such persons have done or sought to do business with one another (including commercial, charitable and any other types of matters) or have been recommended or considered for a position or engagement, at any time within the past ten years, provided that Relationship does not include the transactions constituting the LBO itself.

Objection to Definition OO: Moelis objects to Definition OO on the grounds that it is

vague, ambiguous, overbroad, unduly burdensome, and that it is not possible to know all

of the relationships that Aurelius purports to include within Definition OO as stated.

EAST\44014444.3 18

Furthermore, Moelis objects to the time frame set forth in Definition OO as overbroad

and not reasonably calculated to lead to the discovery of admissible evidence.

Definition SS: “Settlement Analysis” means any analysis, consideration, assessment, review, report, evaluations, recovery scenario, expected value analysis, assertion, tactics, strategy or discussion, whether generated by a Professional or otherwise, relating in any way to (i) the potential strength of any or all of the LBO-Related Causes of Action and/or any defense thereto and/or the likely outcome in connection with the litigation of such matters; (ii) the settlement value of any or all of the LBO-Related Causes of Action, including any decision tree analysis or similar evaluation of estimated recoveries based on a range of potential outcomes of the LBO-Related Causes of Action; (iii) the April Proposed Settlement; (iv) the Proposed LBO Settlement; (v) any Other Potential Settlement; and/or (vi) the potential impact of the LBO-Related Causes of Action on the rights and priorities of any parties in interest in the Debtors’ bankruptcy proceedings.

Objection to Definition SS: Moelis objects to Definition SS on the grounds that it is

vague, overbroad, unduly burdensome, and to the extent that it purports to call for the

disclosure of information, or the production of documents, that constitute Settlement

Material as that term is defined in the Depository Order.

Definition TT. “Settlement Process” means any Communication, discussion, meeting, telephone call, negotiation or bargaining, demands or offers between two or more parties relating in any way to (i) the potential strength of any or all of the LBO-Related Causes of Action and/or any defense thereto and likely outcome in connection with the litigation of such matters; (ii) the settlement or settlement value of any or all of the LBO-Related Causes or Action; ( iii) the April Proposed Settlement; (iv) the Proposed LBO Settlement; (v) any Other Potential Settlement; and/or (vi) the potential impact of the LBO-Related Causes of Action and/or the settlement thereof on the rights and priorities of any parties in interested in the Debtors’ bankruptcy proceedings.

Objection to Definition TT: Moelis objects to Definition TT on the grounds that it is

vague, overbroad, unduly burdensome, and to the extent that it purports to call for the

disclosure of information or the production of documents that constitute Settlement

Material as that term is defined in the Depository Order.

Definition UU: “Settlement Term Sheet” shall have the meaning ascribed to it in Section VI of the Debtors’ Joint Disclosure Statement, filed with the Court on October 20, 2010.

EAST\44014444.3 19

Objection to Definition UU: Moelis objects to Definition UU on the grounds that it is

unintelligible. As used in Moelis’s responses to the Subpoena, the term “Settlement

Term Sheet,” unless otherwise specified, shall have the meaning ascribed to it in Section

VI of the Debtors’ Joint Disclosure Statement filed with the Court on October 22, 2010.

Definition VV: “Settling Parties” means Oaktree, Angelo, JPMorgan, Citicorp, Bank of America, Merrill Lynch, Wells Fargo any other Person that would receive a release under the Proposed LBO Settlement.

Objection to Definition VV: Moelis objects to Definition VV on the grounds that it is


persons and entities that Aurelius purports to include within Definition VV as stated. As

used in Moelis’s responses to the Subpoena, the term “Settling Parties,” unless otherwise

specified, means Oaktree, Angelo, JPMorgan, Citicorp, Bank of America, Merrill Lynch,

and Wells Fargo subject to the objections set forth herein.

Definition WW: “Special Committee” means (i) the special committee of independent directors formed by Tribune’s Board or Directors on or about August 27, 2010; (ii) each of its individual members; (iii) any entities in which any such individual member serves as an employee, partner, or in any employment or agency relationship, and (iv) any Professionals or any Person included in (i) - (iii).

Objection to Definition WW: Moelis objects to Definition WW on the grounds that it is


persons and entities that Aurelius purports to include within Definition WW as stated. As

used in Moelis’s responses to the Subpoena, the term “Special Committee,” unless

otherwise specified, means the Special Committee of independent directors formed by

Tribune Company’s Board of Directors on or about August 27, 2010.

Definition XX: “Special Committee Individuals” means all Persons within Definition WW.(ii) or (iv), and any entity or entities that any such Person directly or indirectly owns or controls.

EAST\44014444.3 20

Objection to Definition XX: Moelis objects to Definition XX on the grounds that it is


persons and entities that Aurelius purports to include within Definition XX as stated. As

used in Moelis’s responses to the Subpoena, the term “Special Committee Individuals,”

unless otherwise specified, means the individual members of the Special Committee of

independent directors formed by Tribune Company’s Board of Directors on or about

August 27, 2010.

Definition YY: “Step One Lender Plan” means the Plan of Reorganization for Tribune Company and its Subsidiaries Proposed by Certain Holders of Step One Senior Loan Claims, Dated October 29, 2010.

Objection to Definition YY: Moelis objects to Definition YY on the grounds that it is

vague. As used in Moelis’s responses to the Subpoena, the term “Step One Lender Plan,”

unless otherwise specified, means the Plan of Reorganization for Tribune Company and

its Subsidiaries Proposed by Certain Holders of Step One Senior Loan Claims, Dated

October 29, 2010, and as subsequently amended.

Definition CCC: “Tribune” means (i) the entity known as Tribune Company and its direct and indirect subsidiaries, including but not limited to each of the Debtors in the captioned bankruptcy case; (ii) any of their past, present or future officers, directors, partners. members, employees, or managers; (iii) any past, present or future board of directors, board of managers or similar body and any committee or subcommittee thereof or any Person within (i) above, including but not limited to the Special Committee; and (iv) Professionals of any Person within (i), (ii ) or (iii ) of this Definition CCC.

Objection to Definition CCC: Moelis objects to Definition CCC on the grounds that it

is vague, overbroad, unduly burdensome, and that it is not possible to know all of the

persons and entities that Aurelius purports to include within Definition CCC as stated.

For example, it is not possible to identify the “future officers, directors, partners,

members, employees, or managers” of Tribune Company. Moreover, it is not possible to

know the Professionals of each and every employee of Tribune Company and its direct

EAST\44014444.3 21

and indirect subsidiaries. As used in the Committee’s responses to the Subpoena, the

term “Tribune,” unless otherwise specified, means Tribune Company and its direct and

indirect subsidiaries.

Definition DDD: “Tribune Entity” means any Person within Definition CCC (i).

Objection to Definition DDD: Moelis objects to Definition DDD on the grounds that it


persons and entities that Aurelius purports to include within Definition DDD as stated.

As used in Moelis’s responses to the Subpoena, the term “Tribune Entity” means

Tribune, subject to the objections set forth herein.

Definition EEE: “Tribune Individual” means any Person within Definition CCC.(ii) and/or CCC.(iii) and any entity or entities that any such Person directly or indirectly owns or controls.

Objection to Definition EEE: Moelis objects to Definition EEE on the grounds that it is


persons and entities that Aurelius purports to include within Definition EEE as stated. As

used in Moelis’s responses to the Subpoena, the term “Tribune Individual,” unless

otherwise specified, means the current officers and directors of Tribune, subject to the

objections set forth herein.

Definition GGG: “Wells Fargo” means (i) Wells Fargo Bank, N.A. and its affiliates; (ii) any of its or their officers, directors, partners, members, employees, or managers; (iii) any of its or their board of directors and any committee or subcommittee of any board of directors; and (iv) Professionals of any Person within (i), (ii) or (iii) above.

Objection to Definition GGG: Moelis objects to Definition GGG on the grounds that it


persons and entities that Aurelius purports to include within Definition GGG as stated.

As used in Moelis’s responses to the Subpoena, the term “Wells Fargo,” unless otherwise

specified, means Wells Fargo Bank, N.A.

EAST\44014444.3 22

Definition HHH: “Zell” means Sam Zell and any entities affiliated with, and current and former Professionals of Sam Zell.

Objection to Definition HHH: Moelis objects to Definition HHH on the grounds that it

is overbroad, unduly burdensome, and that it is not possible to know all of the persons

and entities that Aurelius purports to include within Definition HHH as stated. As used

in Moelis’s responses to the Subpoena, the term “Zell,” unless otherwise specified, means

Sam Zell.

SPECIFIC OBJECTIONS TO INSTRUCTIONS

Instruction No. 2: You are requested to produce all responsive Documents in your possession, custody or control, wherever located, including, without limitation, those in the custody of your Professionals and affiliates.

Objection to Instruction No. 2: Moelis objects to Instruction No. 2 on the grounds that

it is unduly burdensome. Moelis will produce documents in its possession, custody, or

control that can be located after a good faith and reasonable search and with reasonable

diligence.

Instruction No. 3: Unless otherwise stated in a specific request herein, the time period covered by the following requests is the period between January 1, 2007, through and including the present.


is overbroad, unduly burdensome, not reasonably calculated to lead to the discovery of

admissible evidence, and calls for the production of documents that are not relevant.

Unless otherwise stated, including as set forth in its General Objections, Moelis will

produce documents as set forth herein from the date of the Depository Order through the

filing date of the Debtor/Committee/Lender Plan (i.e., December 15, 2009 through

October 22, 2010).

EAST\44014444.3 23

Instruction No. 4: If any part or the following requests cannot be responded to in full, please respond to the extent possible, specifying the reason(s) for your inability to respond to the remainder and stating whether information or knowledge you have relating to the portion to which you do not respond.


it is vague, overbroad, unduly burdensome, and unintelligible.

Instruction No. 7: If any Document requested herein was formerly in your possession, custody or control (or that of your Professional) and has been lost or destroyed or otherwise disposed of, you are requested to submit in lieu of any such Document a written statement (i) describing in detail the nature of the Document and its contents, (ii) identifying the person(s) who prepared or authored the Document and, if applicable, the person(s) to whom the Document was sent, (iii) specifying the date on which the Document was prepared or transmitted, and (iv) specifying the date on which the Document was lost or destroyed and, if destroyed, the conditions of and reasons for such destruction and the person(s) requesting and performing the destruction.


it seeks information beyond that required by the Federal Rules, is unduly burdensome and

is not reasonably calculated to lead to the discovery of admissible evidence.

Instruction No. 8: Hard copies of all Documents should be produced; in addition, copies of all Documents available electronically should be delivered on a disk. DVD or CD-ROM in a format to be agreed upon by Aurelius and the producing party. Aurelius reserves the right to request that Documents be produced in their native format.

Objection to Instruction No. 8: Moelis objects to Instruction No. 8 to the extent that it

purports to require the production of ESI in native format and as seeking to impose

obligations beyond the scope of Federal Rules 26, 34 and 45, made applicable herein

under Bankruptcy Rules 7026, 7034, 9014 and 9016. Moelis will produce responsive,

non-privileged documents as TIFF images on electronic media.

Instruction No. 9: To the extent any responding Person intends to employ an electronic search to help locate responsive or potentially Documents, Aurelius shall require that such Person promptly disclose and come to an agreement with Aurelius respecting its proposed search terms and methodology, and otherwise comply in full with Rule 7026-3(e) of the Local Rules for the United States Bankruptcy Court, District of Delaware.

EAST\44014444.3 24

Objection to Instruction No. 9: Moelis objects to Instruction No. 9, to the extent it is

overbroad, unduly burdensome, and seeking to impose obligations beyond the scope of

Federal Rules 26, 34 and 45, made applicable herein under Bankruptcy Rules 7026, 7034,

9014 and 9016, and states that it will produce responsive, non-privileged documents that

can be located after a good faith and reasonable search and with reasonable diligence.

Instruction No. 10: A request for any Document shall be deemed to include a request for any and all transmittal sheets, cover letters, exhibits, enclosures, or attachments to such Document, in addition to the Document in its full and unexpurgated form.

Objection to Instruction No. 10: Moelis objects to Instruction No. 10 as seeking to

impose obligations beyond the scope of Federal Rules 26, 34 and 45, made applicable

herein under Bankruptcy Rules 7026, 7034, 9014 and 9016. Moelis will produce

responsive, non-privileged documents that exist and can be located after a good faith and

reasonable search and with reasonable diligence.

Instruction No. 11: Documents should be segregated according to the number of the request to which you are responding or produced in the manner they are kept in the ordinary course of business. Documents attached to each other should not be separated.

Objection to Instruction No. 11: Moelis objects to Instruction No. 11 as seeking to

impose obligations beyond the scope of 26, 34 and 45, made applicable herein under

Bankruptcy Rules 7026, 7034, 9014 and 9016. Moelis will produce responsive, non-

privileged documents that exist and can be located after a good faith and reasonable

search and with reasonable diligence.

Instruction No. 12: Each request for Documents herein includes a request for exact copies of all disks, CDs, DVDs and other removable media containing any information responsive to such request. Electronic records and computerized information should be produced in an intelligible format or together with a sufficient description of the system or program from which each was derived to permit rendering the material legible.

Objection to Instruction No. 12: Moelis objects to Instruction No. 12 as overbroad,

unduly burdensome, not reasonably calculated to lead to the discovery of admissible

EAST\44014444.3 25

evidence, and as seeking to impose obligations beyond the scope of 26, 34 and 45, made

applicable herein under Bankruptcy Rules 7026, 7034, 9014 and 9016. Moelis will

produce responsive, non-privileged documents that exist and can be located after a good

faith and reasonable search and with reasonable diligence as TIFF images on electronic

media.

Instruction No. 13: Each request for Documents herein relating in any way to the Proposed LBO Settlement, April Proposed Settlement, any Other Potential Settlement, the Settlement Analysis, the Settlement Process, the LBO-Related Causes of Action, and/or Complaints specifically is intended to request, inter alia, (i) all of the Debtors’ and/or Special Committee’s internal work product, expert reports, consultant reports, or attorney-client communications; and (ii) all such Documents or Communications or other potentially privileged materials exchanged between and among Tribune and the Committee on a confidential or common interest basis. For such Documents and Communications that were not produced or otherwise shared with one or more of the Potential LBO Liability Parties, the responsive Documents and Communications are being requested for production only to Aurelius Capital Management, LP and Wilmington Trust Company, but not for production to any parties that lack a common interest with Tribune in the prosecution of the LBO-Related Causes of Action.

Objection to Instruction No. 13: Moelis objects to Instruction No. 13 as seeking the

production of documents that are subject to the attorney-client privilege, attorney work-

product doctrine, or other common law or statutory privilege or immunity protecting

requested documents or information from discovery or disclosure. Moelis objects to

Instruction No. 13 to the extent that it purports to call for the disclosure of information, or

the production of documents, that constitute Settlement Material as that term is defined in

the Depository Order. Moelis further objects to Instruction No. 13 as not reasonably

calculated to lead to the discovery of admissible evidence to the extent that it purports to

call for the disclosure of information or material that is not admissible pursuant to Federal

Rule of Evidence 408 and the Mediation Order.

Instruction No. 14: Notwithstanding anything to the contrary contained herein, Aurelius does not seek by these requests production of Communications concerning the Mediation exchanged between or among parties to the Mediation during the mediation meeting that occurred on November 17, 2010, to the extent that the Mediator was present for such Communications.

EAST\44014444.3 26

Objection to Instruction No. 14: Moelis objects to Instruction No. 14 to the extent it

seeks to redefine the limitations on the disclosure of information, or the production of

documents, that constitute Settlement Material as that term is defined in the Depository

Order. Moelis objects to Instruction No. 14 to the extent it seeks to redefine the

limitations on the disclosure of information, or the production of documents, contained

within the Mediation Order. The Mediation Order provides that “(a) discussions among

the Mediation Parties relating to the Mediation, including discussions with or in the

presence of the Mediator, (b) Mediation Statements, Ownership Statements and any other

documents or information provided to the Mediator or the Mediation Parties in the course

of the Mediation, (c) correspondence, draft resolutions, offers, and counteroffers

produced for or as a result of the Mediation, and (d) communications between the

Mediator and the Examiner or the Examiner’s Professionals are strictly confidential and

shall not be admissible for any purpose in any judicial or administrative proceeding.”

Instruction No. 15: If any privilege is claimed as to any Communication requested or sought to be identified herein

A) State the nature of the privilege of the claim (i.e., attorney/client, work product, etc.);

B) State the name of the party claiming privilege and the name of the attorney, if any, with respect to whom the privilege is claimed;

C) State the basis for claiming the privilege as to the specific Communication;

D) Identify all persons present at any Communication to which privilege is claimed and all persons to whom the subject matter of the Communication was discussed or disclosed; and

E) State the date of each such Communication.

EAST\44014444.3 27

Objection to Instruction No. 15: Moelis objects to Instruction No. 15 as unduly

burdensome and as seeking to impose obligations beyond the scope of Federal Rules 26,

34 and 45, made applicable herein under Bankruptcy Rules 7026, 7034, 9014 and 9016,

and beyond the scope of the Case Management Order entered in this case. Moelis will

comply with its obligations under Federal Rules 26, 34 and 45, made applicable herein

under Bankruptcy Rules 7026, 7034, 9014 and 9016, as well as the Case Management

Order regarding information or documents withheld under a claim of privilege.

Instruction No. 16: If any privilege is claimed as to any Document requested or sought to be identified herein:

A) State the nature of the privilege claimed (i.e., attorney/client, work product, etc.);

B) State the basis for claiming the privilege as to the Specific information or Documents; and

C) State the date of such Document; identify the type of Document (i.e., letter, memo, etc.); set forth the subject matter thereof, identify each person who prepared it and each person (if any) who signed it; identify each person to whom it was directed, circulated or shown; identify each person now in possession of the Document; and, for each person identified, indicate whether such person is an attorney.








Instruction No. 17: If Moelis has asserted any privilege or other protection as a basis for withholding any Documents or Communications from production in connection with any

EAST\44014444.3 28

document request or production in the above-captioned case (including, but not limited to the Documents and Communications described on the bottom of Page 336 and top of Page 337 of the Examiner’s Report) -- and such Documents and/or Communications are not reflected on a privilege log being produced in response to these documents requests -- please create and produce a privilege log for those Documents and Communications which includes the information requested in Instructions 15 and/or 16, as applicable.








Instruction No. 18: For the avoidance of doubt, these requests call for the production of complete, unredacted versions of any redacted Documents or Communications that may be contained in the Document Depository. If any privilege is claimed as to any redacted portion of any Document or Communication contained in the Document Depository, please log such redacted material pursuant to Instructions 15-17.




and beyond the scope of the Case Management Order entered in this case. Moelis further

objects to the Instruction No. 18 on the grounds that Moelis did not produce any materials

to the Document Depository, and as such, it is not possible for Moelis to un-redact the

redacted materials that are contained in the Document Depository.

Instruction No. 19: For purposes of each document request, each such request for Documents to be produced by you expressly includes Documents in the possession of your Professionals.

Objection to Instruction No. 19: Moelis objects to Instruction No. 19 as overbroad and

unduly burdensome and is not reasonably calculated to lead to the discovery of

EAST\44014444.3 29

admissible evidence. Moelis further objects to Instruction No. 19 as being unduly

burdensome and seeking to impose obligations beyond the scope of Federal Rules 26, 34

and 45, made applicable herein under Bankruptcy Rules 7026, 7034, 9014 and 9016, and

beyond the scope of the Case Management Order entered in this case.

Instruction No. 20: The following document requests are to be deemed continuing in nature. In the event you become aware of or acquire additional information relating or referring to any of the following document requests, such additional information is to be promptly produced.

Objection to Instruction No. 20: Moelis objects to Instruction No. 20 as overbroad and

unduly burdensome. Moelis will comply with its obligations under Federal Rules 26, 34

and 45, made applicable herein under Bankruptcy Rules 7026, 7034, 9014 and 9016, as

well as the Case Management Order regarding the continuing nature of document

requests as propounded in this case.

SPECIFIC OBJECTIONS AND RESPONSES TO REQUESTS FOR PRODUCTION

REQUEST NO. 1:

All Documents and Communications relating to any Relationship between Tribune and any of the Settling Parties.

RESPONSE TO REQUEST NO. 1:

Moelis incorporates by reference its General Objections and Objections to Definitions

and Instructions as set forth above. Moelis objects to Request No. 1 on the grounds that it is

vague to the extent that it calls for Documents and Communications “relating” to any

“Relationship.” Moelis further objects to Request No. 1 on the grounds that it is overbroad,

unduly burdensome, calls for the production of Documents and Communications that are not

relevant and/or in the possession, custody or control of other parties, and is not reasonably


EAST\44014444.3 30

Specifically incorporating and not waiving its Objections, and subject to Aurelius

narrowing and clarifying the scope of Request No. 1, Moelis states that it will produce non-

privileged Documents and Communications responsive to such a mutually agreeable, clarified

request to the extent that such Documents and Communications exist and can be located after a

good faith and reasonable search and with reasonable diligence.

REQUEST NO. 2:

All Documents and Communications relating to any Relationship between any Tribune Individual and any of the Settling Parties.



and Instructions as set forth above. Moelis further objects to Request No. 2 on the grounds that it

is vague to the extent that it calls for Documents and Communications “relating” to any



relevant, and is not reasonably calculated to lead to the discovery of admissible evidence.






REQUEST NO. 3:

All Documents and Communications relating to any Relationship between any Special Committee Individuals and any of the Settling Parties.

EAST\44014444.3 31














REQUEST NO. 4:

All Documents relating to any Relationship between any Special Committee Individuals and any of the Committee Individuals.




is vague to the extent that it calls for Documents “relating” to any “Relationship.” Moelis further

objects to Request No. 4 on the grounds that it is overbroad, unduly burdensome, calls for the

production of documents that are not relevant, and is not reasonably calculated to lead to the

discovery of admissible evidence.

EAST\44014444.3 32



privileged Documents responsive to such a mutually agreeable, clarified request to the extent that

such documents exist and can be located after a good faith and reasonable search and with

reasonable diligence.

REQUEST NO. 5:

All Documents and Communications relating to any Relationship between any Special Committee Individuals and Tribune.













REQUEST NO. 6:

All Documents and Communications relating to any Relationship between any Special Committee Individuals and any of the Tribune Individuals.

EAST\44014444.3 33














REQUEST NO. 7:

All Documents and Communications relating to any Relationship between any Committee Individuals or individual members of the Committee, on the one hand, and any of the Settling Parties, on the other hand.








EAST\44014444.3 34






REQUEST NO. 8:

All Documents and Communications relating to any Relationship between any Committee Individuals and any of the Tribune Individuals.













REQUEST NO. 9:

All Documents and Communications relating to any Relationship between and among, on the one hand, Don Liebentritt, and on the other hand (i) Zell; (ii) any Special Committee Individuals; (iii) any Committee Individuals; (iv) any Tribune Individual and/or (v) any Settling Party.

EAST\44014444.3 35








Specifically incorporating and not waiving its Objections, and subject to Aurelius narrowing and

clarifying the scope of Request No. 9, Moelis states that it will produce non-privileged

Documents and Communications responsive to such a mutually agreeable, clarified request to

the extent that such Documents and Communications exist and can be located after a good faith

and reasonable search and with reasonable diligence.

REQUEST NO. 10:

All Documents and Communications relating to any Relationship between and among, on the one hand, Zell, and on the other hand (i) any Special Committee Individuals; (ii) any Committee Individuals; and/or (iii) any Settling Party.



and Instructions as set forth above. Moelis further objects to Request No. 10 on the grounds that

it is vague to the extent that it calls for Documents and Communications “relating” to any




Specifically incorporating and not waiving its Objections, and subject to Aurelius narrowing and


EAST\44014444.3 36




REQUEST NO. 11:

All Documents and Communications regarding any conflict or potential conflict of interest relating to participation in Settlement Analysis or the Settlement Process by any Person (including any board of directors or subcommittee thereof, and any lawyer, law firm or other Professional), and all Documents and Communications regarding any efforts, discussion or consideration of efforts to waive, mitigate, limit or eliminate any such conflict or potential conflict of interest.




it is overbroad and unduly burdensome in that it purports to call for the production of “all”

Documents and Communications. Moelis also objects to Request No. 11 on the grounds that it

calls for the production of Documents and Communications protected by the attorney-client

privilege, common interest privilege, and work product protection, and is not reasonably


Specifically incorporating and not waiving its Objections, Moelis states that it will

produce non-privileged Documents and Communications responsive to this Request to the extent

that they exist and can be located after a good faith and reasonable search and with reasonable

diligence.

REQUEST NO. 12:

All Documents and Communications relating to whether any of the Tribune Individuals, Special Committee Individuals or Committee Individuals were Step One Selling Shareholders.

EAST\44014444.3 37




vague to the extent that it calls for Documents and Communications “relating” to whether certain

individuals were Step One Selling Shareholders. Moelis further objects to Request No. 12 on the

grounds that it is overbroad and unduly burdensome in that it purports to call for the production

of “all” Documents and Communications.


produce non-privileged Documents and Communications sufficient to show the identities of the

Step One Selling Shareholders to the extent that they exist and can be located after a good faith


REQUEST NO. 13:

All Documents and Communications relating to whether any of the Tribune Individuals, Special Committee Individuals or Committee Individuals would receive a release of liability in any capacity pursuant to the Proposed LBO Settlement, the Debtor/Committee/Lender Plan or any Other Potential Settlement.




vague to the extent that it calls for Documents and Communications “relating” to whether certain

individuals would receive a release of liability. Moelis further objects to Request No. 13 on the

grounds that it is overbroad and unduly burdensome in that it purports to call for the production

of “all” Documents and Communications.



EAST\44014444.3 38


diligence.

REQUEST NO. 14:

All Documents and Communications relating to any compensation, bonus or other form of remuneration payable to any Tribune Individual or Special Committee Individual in connection with a successful reorganization of Debtors or the resolution of disputes with any or all of the Settling Parties.




vague. Moelis further objects to Request No. 14 on the grounds that it is overbroad and unduly

burdensome in that it purports to call for the production of “all” Documents and

Communications and calls for the production of Documents and Communications that are in the

possession, custody or control of other parties.




diligence.

REQUEST NO. 15:

All Documents and Communications relating to any need or desire of Debtors to resolve any of the LBO-Related Causes of Action in connection with, or as a condition to (i) any exit financing for Debtors and/or (ii) Debtors’ ability generally to exit bankruptcy.




vague to the extent that it calls for Documents and Communications “relating” to any “need or

EAST\44014444.3 39

desire” to take certain actions. Moelis further objects to Request No. 15 on the grounds that it is

overbroad and unduly burdensome in that it purports to call for the production of “all”

Documents and Communications. Moelis also objects to Request No. 15 on the grounds that it is

not reasonably calculated to lead to the discovery of admissible evidence.




diligence.

REQUEST NO. 16:

All Documents and Communications relating to any requested or proposed release of liability for (i) any of the Settling Parties or (ii) any other Potential LBO Liability Party.




vague to the extent that it calls for Documents and Communications “relating” to any requested

or proposed release. Moelis further objects to Request No. 16 on the grounds that it is overbroad

and unduly burdensome. Moelis also objects to Request No. 16 on the grounds that it calls for

the production of Documents and Communications protected by the attorney-client privilege,

common interest privilege, and work product protection, and is not reasonably calculated to lead

to the discovery of admissible evidence.




diligence. Moelis further states that it will comply with the Case Management Order entered by

EAST\44014444.3 40

the Court and Federal Rules 26 and 45, as made applicable by Rules 7026, 9014 and 9016 of the

Federal Rules of Bankruptcy Procedure

REQUEST NO. 17:

Copies of any engagement letters with any Professional retained by or on behalf of the Committee, to the extent not previously filed with the Court, and all bills, invoices and time records submitted by such Professionals.



and Instructions as set forth above. Moelis also objects to Request No. 17 on the grounds that it

calls for the production of documents and is not reasonably calculated to lead to the discovery of

admissible evidence. Moelis also objects to Request No. 17 on the grounds that it calls for the

production of Documents and Communications protected by the attorney-client privilege,


to the discovery of admissible evidence


produce documents responsive to this Request that are in its possession, custody or control.

Moelis further states that it will comply with the Case Management Order entered by the Court.

REQUEST NO. 18:

All Documents and Communications relating to the decision to make Don Liebentritt Debtors’ Chief Restructuring Officer, including but not limited to any discussion relating to whether Liebentritt’s continuing role as general counsel for Debtor created the appearance of a conflict of interest.




vague to the extent that it calls for Documents and Communications “relating” to “the decision to

EAST\44014444.3 41

make Don Liebentritt Debtors’ Chief Restructuring Officer.” Moelis further objects to Request

No. 18 on the grounds that it is overbroad and unduly burdensome in that it purports to call for

the production of “all” Documents and Communications. Specifically incorporating and not

waiving its Objections, Moelis states that it will produce non-privileged Documents and

Communications responsive to this Request to the extent that they exist and can be located after

a good faith and reasonable search and with reasonable diligence.

REQUEST NO. 19:

All Documents and Communications relating to the continued employment or affiliation of any Tribune Individual, including but not limited to any Documents or Communications expressing or relating to the views of any Settling Parties concerning such continued employment or affiliation.




vague to the extent that it calls for Documents and Communications “relating” to “the continued

employment or affiliation of any Tribune Individual” or “relating” to “the views of any Settling

Parties concerning such continued employment or affiliation.” Moelis further objects to Request

No. 19 on the grounds that it is overbroad and unduly burdensome in that it seeks Documents

and Communications that may best be obtained directly from other parties in the first instance

and purports to call for the production of “all” Documents and Communications. Moelis also

objects to Request No. 19 on the grounds that it calls for the production of Documents and

Communications protected by the attorney-client privilege, common interest privilege, and work

product protection, and is not reasonably calculated to lead to the discovery of admissible

evidence.

EAST\44014444.3 42




diligence.

REQUEST NO. 20:

All Documents and Communications relating to any Settlement Analysis.




vague to the extent that it calls for Documents and Communications “relating” to “any

Settlement Analysis.” Moelis further objects to Request No. 20 on the grounds that it is

overbroad and unduly burdensome in that it purports to call for the production of “all”

Documents and Communications. Moelis also objects to Request No. 20 on the grounds that it







diligence.

REQUEST NO. 21:

All Documents and Communications relating to Settlement Analysis that were provided to, or received from, any Potential LBO Liability Party or other third party.

EAST\44014444.3 43




vague to the extent that it calls for Documents and Communications “relating” to “Settlement

Analysis.” Moelis further objects to Request No. 21 on the grounds that it is overbroad and

unduly burdensome in that it purports to call for the production of “all” Documents and

Communications. Moelis also objects to Request No. 21 on the grounds that it calls for the






that they exist, can be identified and can be located after a good faith and reasonable search and

with reasonable diligence.

REQUEST NO. 22:

All Documents and Communications relating to the Settlement Process.




it is vague, overbroad, unduly burdensome, calls for the production of Documents and

Communications protected by the attorney-client privilege and work product protection, and is

not reasonably calculated to lead to the discovery of admissible evidence.



EAST\44014444.3 44


diligence.

REQUEST NO. 23:

All calendars, diaries, day-planners, appointment calendars, or other Documents or Communications reflecting the schedule of any Person involved in the Settlement Process for the period January 1, 2010 to the present.




it is overbroad and unduly burdensome in that it calls for the production of all calendar entries

for the period January 1, 2010 to the present. Specifically incorporating and not waiving its

Objections, Moelis states that it will produce non-privileged calendar entries regarding

discussions with any party relating to the above-captioned cases to the extent that they exist and


REQUEST NO. 24:

All Documents and Communications relating to the preservation or obligation to preserve Documents and Communications in connection with the LBO, the Debtors’ Bankruptcy, the LBO-Related Causes of Action, the Plans, Settlement Analysis, Settlement Process and the Confirmation Hearing, including but not limited to (i) any document retention policy in effect during any part of the period from January 1, 2007 to the present, (ii) any litigation hold notice, or similar notice to retain documents, and (iii) steps taken or considered to be taken in connection with preserving such Documents and Communications.





Communications protected by the attorney-client privilege and work product protection, is not


EAST\44014444.3 45

REQUEST NO. 25:

All Documents and Communications relating to the right and/or standing vel non, of the Debtors or any other Person to settle or propose a settlement of the LBO-Related Causes of Action.




vague to the extent that it calls for Documents and Communications “relating” to “the right

and/or standing . . . of the Debtors . . .to settle . . . the LBO-Related Causes of Action.” Moelis

further objects to Request No. 25 on the grounds that it is overbroad and unduly burdensome in

that it purports to call for the production of “all” Documents and Communications. In addition,

Request No. 25 is not reasonably calculated to lead to the discovery of admissible evidence.

REQUEST NO. 26:

Documents sufficient to identify all claims made or threatened by any Person arising from or related to the LBO, and, with respect to such claims, all related demand letters or other correspondence and all pleadings (other than the Complaints), discovery requests, objections and responses to discovery requests, deposition and hearing transcripts, decisions and orders, settlement discussions and settlements.



and Instructions as set forth above. Moelis objects to Request No. 26 on the grounds that it calls

for the production of documents protected by the attorney-client privilege, common interest

privilege, and work product protection. Moelis also objects to Request No. 26 on the grounds

that it is overbroad and unduly burdensome in part because that it purports to call for the

production of “all” Documents.

EAST\44014444.3 46


produce non-privileged Documents responsive to this Request to the extent that they exist and


REQUEST NO. 27:

All Documents and Communications relating to any presentations made by, or on behalf or to the Special Committee or any member of the Special Committee relating to the Settlement Process or Settlement Analysis.

RESPONSE TO REQUEST NO. 27




privilege, common interest privilege, and work product protection. Moelis also objects to

Request No. 27 on the grounds that it is overbroad and unduly burdensome in part because that it

purports to call for the production of “all” Documents and Communications, seeks Documents

and Communications that may best be obtained directly from other parties in the first instance,

and is not reasonably calculated to lead to the discovery of admissible evidence.

REQUEST NO. 28

All Documents and Communications exchanged between the Special Committee and the Committee, from August 1, 2010 to the present.




for the production of Documents and Communications protected by the attorney-client privilege,



EAST\44014444.3 47




diligence.

REQUEST NO. 29:

All Documents and Communications relating to the consideration and selection of Professionals to consult with, advise or represent the Committee, whether or not ultimately retained.




calls for the production of Documents and Communications that are not relevant. Moelis further

objects to Request No. 29 on the grounds that it is vague, overbroad, unduly burdensome, calls







diligence.

REQUEST NO. 30:

All Documents and Communications relating to any involvement by Tribune in Settlement Analysis or the Settlement Process, including but not limited to all Communications with any Tribune Individual.


EAST\44014444.3 48



vague to the extent that it calls for Documents and Communications “relating to any involvement

by Tribune in Settlement Analysis or the Settlement Process.” Moelis further objects to Request

No. 30 on the grounds that it is overbroad and unduly burdensome in that it purports to call for

the production of “all” Documents and Communications and seeks Documents and

Communications that may best be obtained directly from other parties in the first instance.

Moelis also objects to Request No. 30 on the grounds that it not reasonably calculated to lead to

the discovery of admissible evidence.




diligence.

REQUEST NO. 31:

All Documents and Communications relating to the Proposed LBO Settlement, including but not limited to, all Documents relating to the negotiation of the Proposed LBO Settlement or any part thereof, all drafts of the Proposed LBO Settlement (or any part thereof), and all Documents reviewed, relied on or considered by any Person in deciding whether or not to agree to or support the Proposed LBO Settlement.




it is vague to the extent that it requires the production of Documents and Communications

“relied on or considered by any Person in deciding whether or not to agree to or support the

Proposed LBO settlement.” Moelis also objects to Request No. 31 on the grounds that it is

overbroad and unduly burdensome to the extent it purports to require the production of “all

EAST\44014444.3 49

Documents reviewed by any Person in deciding whether or not to … support the Proposed LBO

Settlement.” Moelis further objects to Request No. 31 on the grounds that it calls for the







diligence.

REQUEST NO. 32:

All Documents and Communications relating to the April Proposed Settlement, including but not limited to, all Documents relating to the negotiation of the April Proposed Settlement or any part thereof, all drafts of the April Proposed Settlement (or any part thereof), and all Documents reviewed, relied on or considered by any Person in deciding whether or not to agree to or support the April Proposed Settlement.











EAST\44014444.3 50






diligence.

REQUEST NO. 33:

All Documents and Communications relating to any Other Potential Settlement, including but not limited to, all Documents relating to the negotiation of any Other Potential Settlement or any part thereof, all drafts of any Other Potential Settlement (or any part thereof), and all Documents reviewed, relied on or considered by any Person in deciding whether or not to agree to or support such Other Potential Settlement.















EAST\44014444.3 51


diligence.

REQUEST NO. 34:

All Documents or Communications relating to discussions or negotiations with Aurelius or any co-proponent of the Noteholder Plan regarding Settlement Analysis, the Settlement Process, or any of the Plans.




it calls for the production of Documents and Communications protected by the attorney-client

privilege, common interest privilege, and work product protection.




diligence.

REQUEST NO. 35:

All Documents and Communications relating to Aurelius or any co-proponent of the Noteholder Plan, including, but not limited to, Documents and Communications relating to the Committee’s discussions respecting positions taken by Aurelius, or analysis conducted by Aurelius, in connection with the LBO or the Tribune bankruptcy.




it is overbroad, unduly burdensome, and calls for the production of Documents and

Communications that are not relevant. Moelis additionally objects to Request No. 35 on the

EAST\44014444.3 52

grounds that it calls for the production of Documents and Communications protected by the

attorney-client privilege, common interest privilege, and work product protection.






REQUEST NO. 36:

All Documents and Communications relating to any objection to any aspect of the Noteholder Plan.










diligence.

REQUEST NO. 37:

All Documents and Communications relating to any discussion, consideration, analysis, review, assessment or evaluation of any claim, counterclaim, cross-claim, or third-party claim for indemnification, contribution, or otherwise, relating to the LBO-Related Causes of Action.

EAST\44014444.3 53










diligence.

REQUEST NO. 38:

All Documents and Communications relating to any discussion, consideration, analysis, review, assessment or evaluation of the value of the Preserved Causes of Action.




it is vague and is not reasonably calculated to lead to the discovery of admissible evidence.




diligence.

REQUEST NO. 39:

All Documents and Communications relating to any discussion, consideration, analysis, review, assessment or evaluation of the potential impact of the bar order contained in the Proposed LBO Settlement and/or Debtor/Committee/Lender Plan on the value of the Preserved Causes of Action.

EAST\44014444.3 54




it is vague. Specifically incorporating and not waiving its Objections, Moelis states that it will



diligence.

REQUEST NO. 40:

All Documents and Communications relating to the Examiner or the development of the Examiner’s Report, including all interviews by, or Communications with, the Examiner.



and Instructions as set forth above. Moelis further incorporates its General Objection No. 9, set

forth above, concerning disclosure of information, or the production of Documents and

Communications, that are subject to the terms of the Examiner Order. Moelis further objects to

Request No. 40 on the grounds that it is vague in that it purports to require production of

documents and communications “relating” “to the development of the Examiner’s Report.”

Moelis objects to Request No. 40 on the grounds that it calls for the production of Documents

and Communications protected by the attorney-client privilege and work product protection, and





diligence.

EAST\44014444.3 55

REQUEST NO. 41:

All Documents and Communications relating to the Examiner’s Report, including but not limited to any discussions, analyses, critiques or evaluations of the conclusions or calculations set forth in the Examiner’s Report or any of the evidence contained or referred to therein, and any follow-up investigation or analysis of any Person(s) discussed in the Examiner’s Report.





Communications, that are subject to the terms of the Examiner Order. Moelis objects to Request

No. 41 on the grounds that it calls for the production of Documents and Communications

protected by the attorney-client privilege and work product protection, and is not reasonably

calculated to lead to the discovery of admissible evidence




diligence.

REQUEST NO. 42:

All Documents and Communications requested by but not produced to the Examiner.





Communications, that are subject to the terms of the Examiner Order. Moelis further objects to

Request No. 42 on the grounds that it calls for the production of Documents and

EAST\44014444.3 56

Communications protected by the attorney-client privilege and work product protection, is not


REQUEST NO. 43:

All Communications or notes relating to Communications with the Examiner.




forth above, concerning disclosure of information, or the production of Communications that are

subject to the terms of the Examiner Order. Moelis objects to Request No. 43 on the grounds

that it calls for the production of Communications protected by the attorney-client privilege and

work product protection.

REQUEST NO. 44:

To the extent not contained within the Document Depository, all Documents and Communications relating to the LBO or actual or proposed financing thereof, including, but not limited to:

(i) any presentations, proposals, term sheets, commitment letters, credit committee memoranda, meeting minutes, reports, summaries, analyses, comments or discussions;

(ii) any projections or forecasts of Tribune’s (or any Tribune Entity’s) financial, cash flow, or operating performance, liquidity, and available capital including sources created between January 1, 2006 and December 31, 2008;

(iii) all Tribune Entities’ balance sheets, income statements, statements of cash flow, liquidity or capital adequacy analyses, general ledgers or other similar financial report of any kind or nature created between January 1, 2006 and December 31, 2008;

(iv) any Documents or Communications relating to the structure of the LBO, including but not limited to the decision to carry out the LBO in two steps; and

(v) any Documents or Communications relating to the solvency or anticipated or potential solvency of Tribune (or any Tribune Entity) created between January 1, 2007 and December 31, 2008, including, but not limited to, whether as a result of the LBO and the proposed financing thereof, the value or the Tribune’s (or any Tribune Entity’s) assets was/were exceeded by its/their liabilities, whether Tribune (or any Tribune Entity) was/were left with unreasonably small capital, and whether the Tribune (or any Tribune Entity) was/were unable to pay its/their debts as they became due, whether the Step Two

EAST\44014444.3 57

Lenders (as defined in the Examiner’s Report) should fund the Step Two Transactions (as defined in the Examiner’s Report), whether the Step One lenders should fund the Step One Transactions (as defined in the Examiner’s Report) and whether Tribune should proceed with either of Step One or Step Two (as defined in the Examiner’s Report).




vague, overbroad, and unduly burdensome to the extent that it calls for “all Documents and

Communications relating to the LBO or actual or proposed financing thereof,” including “reports,

summaries, analyses, comments or discussions” for the time frame between January 1, 2006

and December 31, 2008. Moelis also objects to Request No. 44 on the grounds that it is not

reasonably calculated to lead to the discovery of admissible evidence.

Specifically incorporating and not waiving its Objections, to the extent that

Aurelius identifies specific categories of Documents or Communications related to the

LBO that it believes are not contained in the Document Depository and are in the

possession, custody or control of Moelis, Moelis states that it will consider searching for

and producing non-privileged Documents and Communications responsive to such a

request to the extent that such Documents and Communications exist and can be located

after a good faith and reasonable search and with reasonable diligence.

REQUEST NO. 45:

All Documents and Communications relating to Murray Devine, including, but not limited to, all reports and documents created by Murray Devine.




EAST\44014444.3 58

overbroad, and unduly burdensome to the extent that it calls for “all Documents and

Communications.” Moelis also objects to Request No. 45 on the grounds that it seeks Documents

and Communications that may best be obtained directly from other parties in the first instance,

seeks Documents and Communications that have already been produced to the Document

Depository, and is not reasonably calculated to lead to the discovery of admissible evidence.




diligence.

REQUEST NO. 46:

To the extent not contained within the Document Depository, all Documents or Communications relating to the purchase, sale, assignment, or other acquisition or disposition by any or (a) the Tribune Individuals, (b) the Special Committee individuals, (c) the Committee Individuals or (d) the Settling Parties of any interest in the Senior Notes, PHONES Notes, Senior Loans or Bridge Loans, including, but not limited to, any Documents and Communications relating to the instruments by which such Person purchased, sold, assigned, or otherwise acquired or disposed of any interest in the LBO Lender Debt.




it is overbroad and unduly burdensome and that Documents and Communications responsive to this

Request may best be obtained directly from the Special Committee or the Settling Parties in the

first instance.

Specifically incorporating and not waiving its Objections, to the extent that Aurelius

identifies specific categories of Documents and Communications related to the Senior Notes,

PHONES Notes, Senior Loans, Bridge Loans, or LBO Lender Debt that it believes are not

contained in the Document Depository and that it believes are within Moelis’s possession, custody

EAST\44014444.3 59

or control, Moelis states that it will consider searching for and producing non-privileged Documents

and Communications responsive to such a request to the extent that such Documents and

Communications exist and can be located after a good faith and reasonable search.

REQUEST NO. 47:

To the extent not contained within the Document Depository, all Documents and Communications relating to the purchase, sale, assignment, or other acquisition or disposition by any of the Tribune Individuals or any of the Settling Parties or Committee Individuals of any other economic interest in or tied to Tribune, including, but not limited to, any debt or equity interests, swaps, derivatives, or options.




it is overbroad and is vague to the extent that it calls for Documents and Communications

relating to “any other economic interest in or tied to Tribune.” Moelis further objects to Request

No. 47 on the grounds that Documents and Communications responsive to this Request may best

be obtained directly from the Settling Parties in the first instance.


identifies specific categories of Documents and Communications related to the LBO or to

economic interests in Tribune that it believes are not contained in the Document Depository and

that it believes are within Moelis’s possession, custody, or control, Moelis states that it will consider

searching for and producing non-privileged Documents and Communications responsive to such a


good faith and reasonable search.

REQUEST NO. 48:

To the extent not contained within the Document Depository, all Documents and Communications relating to the circumstances under which any Settling Party was selected for,

EAST\44014444.3 60

or otherwise became involved in any aspect or the LBO, but excluding LBO documents not relating to such circumstances.




it is overbroad and is vague to the extent that it calls for Documents and Communications

relating to “any aspect of the LBO, but excluding LBO Documents and Communications not relating

to such circumstances.”


identifies specific categories of Documents and Communications related to the LBO or to

circumstances under which any Settling Party was selected for, or otherwise became involved in

the LBO that it believes are not contained in the Document Depository and that it believes are

within its possession, custody or control, Moelis states that it will consider searching for and

producing non-privileged Documents and Communications responsive to such a request to the

extent that such Documents and Communications exist and can be located after a good faith and

reasonable search.

REQUEST NO. 49:

All Documents and Communications relating to the Reorganized Value Analysis, the Enterprise Value, or the Equity Value (as each of those terms are defined and used in the General Disclosure Statement), including, but not limited to, the allocation of Enterprise Value or Equity Value as between the various Debtor entities, all business plans, projections, forecasts, market reports, financial information and any other Documents and Communications relating to the valuation of Debtors and/or allocation of value between and among the Debtors generated on or after January 1, 2010.




EAST\44014444.3 61


common interest privilege, and work product protection.




diligence. Moelis will comply with its obligations under Federal Rules 26, 34 and 45, made

applicable herein under Bankruptcy Rules 7026, 7034, 9014 and 9016, as well as the Case

Management Order entered in this case.

REQUEST NO. 50:

All Documents and Communications relating to the actual or potential recoveries by or distributions to holders of the Senior Notes or the PHONES Notes pursuant to the Debtor/Committee/Lender Plan or any other actual or proposed plan of reorganization.




it is overbroad, unduly burdensome, and is not reasonably calculated to lead to the discovery of

admissible evidence. Moelis objects to Request No. 50 on the grounds that it calls for the


common interest privilege, and work product protection.




diligence.

EAST\44014444.3 62

REQUEST NO. 51:

All Documents relating to the projected valuation and capitalization of the Debtors post-bankruptcy, including Documents relating to leverage, liquidity, and pro-forma cap structure.




it calls for the production of documents that are not relevant.




REQUEST NO. 52:

All Documents and Communications relating to the Standing Motion, including any of the draft complaints filed or circulated by the Committee.




it is overbroad, unduly burdensome, intentionally calls for the production of Documents and

Communications protected by the attorney-client privilege and work product protection, calls for

the production of Documents and Communications that are not relevant, and is not reasonably

calculated to lead to the discovery of admissible evidence. Moelis further objects to Request No.

52 on the grounds that it is harassing and serves no purpose other than to disrupt the orderly flow

of the Bankruptcy process.

REQUEST NO. 53:

All drafts of the Debtor/Committee/Lender Plan and Specific Disclosure Statement relating to the Debtor/Committee/Lender Plan, and all Documents and Communications relating to any such drafts.

EAST\44014444.3 63




it is vague to the extent that it purports to require the production of documents and

communications “relating” to drafts of the “Debtor/Committee/Lender Plan and Specific

Disclosure Statement relating to the Debtor/Committee/Lender Plan.” Moelis further objects to

Request No. 53 on the grounds that it calls for the production of documents protected by the

attorney-client privilege, common interest privilege, and work product protection.

REQUEST NO. 54:

All drafts of the Joint Disclosure Statement, and all Documents and Communications relating to any such drafts.




it is vague to the extent that it purports to require the production of Documents and

Communications “relating” to drafts of the Joint Disclosure Statement. Moelis further objects to

Request No. 54 on the grounds that it calls for the production of Documents and


product protection. Moelis further objects to Request No. 54 on the grounds that it calls for the

production of Documents and Communications previously shared with Aurelius and states that

such Documents and Communications will not be reproduced.

REQUEST NO. 55:

All drafts of any Rule 9019 Motion relating to the Proposed LBO Settlement, and all Documents and Communications relating to any such drafts.

EAST\44014444.3 64




it is vague, overbroad, not reasonably calculated to lead to the discovery of admissible evidence,

and unduly burdensome to the extent that it purports to require the production of Documents and

Communications and communications “relating” to “[a]ll drafts of any Rule 9019 Motion

relating to the Proposed LBO Settlement.” Moelis further objects to Request No. 55 on the

grounds that it intentionally calls for the production of Documents and Communications

protected by the attorney-client privilege, common interest privilege, and work product

protection.

REQUEST NO. 56:

All drafts of any confirmation brief relating to the Debtor/Committee/Lender Plan, and all Documents and Communications relating to any such drafts.






product protection, and is not reasonably calculated to lead to the discovery of admissible

evidence. Moelis further objects to Request No. 56 on the grounds that it is harassing and serves

no purpose other than to disrupt the orderly flow of the Bankruptcy process.

REQUEST NO. 57:

All Documents and Communications relating to the proposed confirmation schedule and parameters of confirmation-related discovery, including, but not limited to (i) Documents, Communications and drafts relating to the Debtors’ motion to set the confirmation schedule and establish parameters of confirmation-related discovery, filed with the Court on November 8,

EAST\44014444.3 65

2010; (ii) Documents and Communications relating to the Discovery and Scheduling Order for Plan Confirmation, attached as Exhibit G to the Objection of Aurelius Capital Management, LP To The Debtors’ Motion For Entry Of An Order Setting Confirmation Schedule And Establishing Parameters Of Confirmation-Related Discovery, filed with the Court on November 22, 2010; and (iii) Documents and Communications relating to the Black Line Order Proposed by Aurelius and the Order Proposed by the Debtors, attached as Exhibit G to the Omnibus Reply Of Debtors To Objections To Solicitation Motion And In Support of Entry Of An Order Imposing Reasonable Limitations On Confirmation-Related Discovery And The Confirmation Hearing, filed with the Court on November 24, 2010.




it calls for the production of Documents and Communications that are not relevant, calls for the



to the discovery of admissible evidence. Moelis further objects to Request No. 57 on the

grounds that it is harassing and serves no purpose other than to disrupt the orderly flow of the

Bankruptcy process.

REQUEST NO. 58:

All Communications with the Settling Parties and/or other Potential LBO Liability Parties relating to the Mediation or the Mediator.




forth above, concerning Communications that are inadmissible and constitute material protected

from disclosure pursuant to the Mediation Order. Moelis further objects to Request No. 58 on

the grounds that it calls for the production of documents that are not relevant, calls for the

production of Communications protected by the attorney-client privilege, common interest

EAST\44014444.3 66

privilege, and work product protection, and is not reasonably calculated to lead to the discovery

of admissible evidence.

REQUEST NO. 59:

All Documents and Communications relating to any direct or indirect economic interest in Tribune held by any of the Tribune Individuals or any of the Settling Parties and/or the Committee, including, but not limited to, claims for which any of the Tribune Individuals or any of the Settling Parties has the ability to control the vote of (either contractually or otherwise), long positions, short positions, swap positions, participations, and any other derivative positions, by tranche or series, if applicable, including the date of issuance of such tranche or series, and any short positions or derivative exposure.




it is vague, confusing, unintelligible, and ambiguous.






REQUEST NO. 60:

All Documents the Committee or Moelis relied on in determining, or will rely on in arguing, that the Proposed LBO Settlement is in the best interest of the Estate and should be approved and/or that the Debtor/Committee/Lender Plan should be confirmed.




it calls for the production of documents protected by the attorney-client privilege, common

EAST\44014444.3 67

interest privilege, and work product protection, and to the extent that it is premature and

untimely.



can be located after a good faith and reasonable search and with reasonable diligence. Moelis

further states that it will comply with its obligations under Federal Rules 26, 34 and 45, made

applicable herein under Bankruptcy Rules 7026, 7034, 9014 and 9016, as well as the Case

Management Order entered in this case regarding confirmation hearing discovery.

REQUEST NO. 61:

All Documents and Communications upon which the Committee or Moelis intends to rely in connection with the Confirmation Hearing.




it is untimely and on the grounds that the Request seeks Documents and Communications that

may be obtained directly from other parties in the first instance.

Specifically incorporating and not waiving its Objections, Moelis further states that it will

comply with its obligations under Federal Rules 26, 34 and 45, made applicable herein under

Bankruptcy Rules 7026, 7034, 9014 and 9016, as well as the Case Management Order entered in

this case regarding confirmation hearing discovery.

REQUEST NO. 62:

All Documents and Communications relating to any potential, proposed, or actual plan(s) of reorganization for the Debtors that have been considered, discussed, or negotiated, including but not limited to the so called “purity plan,” or any other plan(s) that would put all LBO-Related Causes of Action into trusts for post-emergence resolution, and/or any plan(s) that would establish a reserve for distributions to any of the Settling Parties.

EAST\44014444.3 68




it is vague and ambiguous to the extent that it calls for Documents and Communications

“relating” to “the so called ‘purity plan’“ or to “any other plan(s),” is overbroad, and is not





diligence.

REQUEST NO. 63:

All Documents and Communications relating to any discussion, consideration, analysis, review, assessment or evaluation of placing Preserved Causes of Action in the Creditors’ Trust (as defined on Page 8 of the Debtor/Committee/Lender Plan) or the Litigation Trust (as defined on Page 16 of the Debtor/Committee/Lender Plan).










diligence.

EAST\44014444.3 69

REQUEST NO. 64:

All Documents and Communications relating to the allocation of any proceeds to be distributed by any of the trusts created by any plan of reorganization for the Debtors.










diligence.

REQUEST NO. 65:

All Documents and Communications relating to any inter-company claim analysis or evidencing current claims between Debtor entities.




it is vague and ambiguous to the extent that it calls for Documents and Communications

evidencing “current claims,” that it calls for the production of Documents and Communications


protection, and is not reasonably calculated to lead to the discovery of admissible evidence.



EAST\44014444.3 70


diligence. Moelis further states that it will comply with its obligations under Federal Rules 26,

34 and 45, made applicable herein under Bankruptcy Rules 7026, 7034, 9014 and 9016, as well

as the Case Management Order entered in this case regarding confirmation hearing discovery.

REQUEST NO. 66:

All Documents and Communications relating to the Intercompany Claims Settlement, as that term is used in the Specific Disclosure Statement relating to the Debtor/Committee/Lender Plan.













REQUEST NO. 67:

All Documents and Communications relating to the allowance and treatment of claims of general unsecured creditors of the Debtors and Subsidiary Debtors (as defined in the Debtor/ Committee/Lender Plan), including, but not limited to, Documents and Communications relating to how the proposed treatment of such claims changed over time.

EAST\44014444.3 71




it is not reasonably calculated to lead to the discovery of admissible evidence and on the grounds

that it is vague and ambiguous to the extent that it calls for Documents and Communications

evidencing how the proposed treatment of such claims “changed over time.” Moelis further

objects to Request No. 67 to the extent that it seeks Documents and Communications relating to

the allowance and treatment of specific claims, as opposed to the allowance and treatment of

classes of claims, as unduly burdensome.


produce non-privileged Documents and Communications responsive to this Request relating to

classes of claims to the extent that they exist and can be located after a good faith and reasonable

search and with reasonable diligence.

REQUEST NO. 68:

All Documents and Communications relating to the potential financial recovery of each Committee member pursuant to any of the Plans, including, but not limited to, Documents and Communications relating to whether the Committee’s or Moelis’s view of such potential recoveries changed pursuant to different Plans and proposed Plans over time.






calculated to lead to the discovery of admissible evidence and on the grounds that the Request

EAST\44014444.3 72

seeks Documents and Communications that may be obtained directly from other parties in the

first instance.







REQUEST NO. 69:

All Documents and Communications relating to the retention by the Debtors and their Estates of the Ordinary Litigation Claims (as defined on Page 20 of the Debtor/Committee/Lender Plan), as described in Section 5.16 of the Debtor/Committee/Lender Plan.










diligence.

REQUEST NO. 70:

All Documents and Communications relating to any discussion, consideration, analysis, review, assessment, or evaluation of the Bridge Loan Reserve (as defined on Page 4 of the Debtor/Committee/Lender Plan).

EAST\44014444.3 73










diligence.

REQUEST NO. 71:

All Documents and Communications relating to the Swap Claim (as defined by the Debtor/Committee/Lender Plan), including the identity of the past or current holder(s) or owner(s) of such claim, any assessment or review of Debtors’ potential liability on the Swap Claim, and the negotiation of its allowance and classification in the Debtor/Committee/Lender Plan.










diligence.

EAST\44014444.3 74

REQUEST NO. 72:

All Documents and Communications relating to the PHONES Notes, including the identify of the past or current holder(s) or owner(s) of such PHONES Notes, any assessment or review of Debtors’ potential liability for a greater amount than that allowed for the PHONES Notes Claims (as defined by the Debtor/Committee/Lender Plan), and the negotiation of its allowance and classification of the PHONES Notes Claims in the Debtor/Committee/Lender Plan.




it is overbroad, calls for the production of Documents and Communications protected by the

attorney-client privilege, common interest privilege, and work product protection, and is not



produce non-privileged Documents and Communications responsive to this Request and

regarding the above-captioned case to the extent that they exist and can be located after a good

faith and reasonable search and with reasonable diligence.

REQUEST NO. 73:

All Documents and Communications relating to the Retiree Claimant Settlement Agreement (as defined by the Debtor/Committee/Lender Plan), including the identity of the past or current Retiree Claimants (as defined by the Debtor/Committee/Lender Plan), any assessment or review of Debtors’ potential liability to the Retiree Claimants, and the negotiation and Plan treatment of the Retiree Claimant Settlement Agreement in the Debtor/Committee/Lender Plan.




it is overbroad, unduly burdensome, calls for the production of Documents and Communications

EAST\44014444.3 75


protection, and is not reasonably calculated to lead to the discovery of admissible evidence.


produce non-privileged Documents and Communications responsive to this Request and

regarding the above-captioned case to the extent that they exist and can be located after a good

faith and reasonable search and with reasonable diligence.

REQUEST NO. 74

All prior document requests or subpoenas received by Moelis in connection with the above-captioned case or any related adversary proceeding and all subsequent Communications concerning (i) such requests or subpoenas; (ii) any objections or clarifications thereto; or (iii) any subsequent production.



and Instructions as set forth above. Moelis further incorporates its General Objection 9, set


Communications, that are subject to the terms of the Examiner Order and the Discharge Order.

Moelis also objects to Request No. 74 on the grounds that it calls for the production of Documents

and Communications protected by the attorney-client privilege and work product protection, and


REQUEST NO. 75

Any and all privilege log(s) created in connection with the above-captioned case, whether or not those privilege log(s) was/were produced to any other party.

EAST\44014444.3 76



and Instructions as set forth above, and states that it has not produced any privilege logs(s) in

connection with the above-captioned case.

Dated: December 29, 2010

Respectfully submitted,

DLA PIPER LLP (US) /s/ Jeremy R. Johnson Jeremy R. Johnson Jason M. Karaffa 1251 Avenue of the Americas New York, New York 10020 Telephone:(212) 335-4500 Facsimile: (212) 335-4501 Counsel for Moelis & Co., LLC

EAST\44014444.3 77

CERTIFICATE OF SERVICE

I, Jason M. Karaffa, certify that I caused a copy of the foregoing Responses and

Objections to Subpoena of Aurelius Capital Management LP to Moelis & Co., LLC be served on

counsel for the Plan Proponent Parties and other Parties who have requested service pursuant to

paragraph 35 of the Case Management Order entered in the above-captioned cases, this 29th day

of December, 2010.

/s/ Jason M. Karaffa Jason M. Karaffa