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IN THE UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

In re:

TRIBUNE COMPANY, et al.,

Debtors.

Chapter 11

Case No. 08-13141 (KJC)

Jointly Administered

RESPONSES AND OBJECTIONSTO FIRST REQUEST FOR PRODUCTION OF

DOCUMENTS OF AURELIUS CAPITAL MANAGEMENT,LP TO OFFICIAL COMMITTEE OF UNSECURED CREDITORS

The Official Committee of Unsecured Creditors ("Committee") responds and objects to

the First Request for Production of Documents of Aurelius Capital Management, LP ("Aurelius"),

to the Official Committee of Unsecured Creditors (the "Requests"), as follows:

GENERAL OBJECTIONS

1. The Committee objects to the Requests in their entirety to the extent that they are

overbroad or purport to impose obligations upon them that exceed those set forth in Federal

Rules of Civil Procedure 26 and 34, made applicable herein under Federal Rules of Bankruptcy

Procedure 7026, 7034, and 9014, 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. The Committee objects to the Requests in their entirety to the extent that they

purport 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 the

Committee holds or held a common interest. For instance, information subject to the common

NPP_0912

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interest privilege includes information or documents shared between and among (1) Debtors,

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.


purport to call 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 entities with which the Committee holds or held a common interest. For instance,

information that is categorically privileged includes, among other categories:

(1) communications among or between counsel for the Committee not disclosed to any

individual who is not counsel for the Committee; (2) communications among or between the

Committee and its counsel requesting or providing legal advice that are not disclosed to any

individual who is not counsel for or any employee or agent of the Committee; or

(3) communications among or between the Committee, its counsel, and its advisors requesting or

providing legal advice that are not disclosed to any individual who is not counsel for or any

employee or agent of the Committee.


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

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5. No objection or limitation, or lack thereof, or statement that the Committee will

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

existence or nonexistence of documents or information by the Committee.


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



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 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, occurringon or after December 7, 2009, between and among the NegotiatingParties, or their representatives, in connection with discussions ofthe Leveraged ESOP Transactions, whether (a) in connection withthe discussion of any plan or plans of reorganization in these cases,or (b) in connection with a discussion among the NegotiatingParties regarding any legal or factual issues related to such plan orplans, or (c) in connection with any analysis or documentsprepared by a Negotiating Party or their representatives after thePetition Date and shared on or after December 7, 2009, betweenand among the Negotiating Parties, which, at or prior to the timecommunicated or shared, is designated as a "SettlementCommunication" (such communications and materials are referredto herein collectively as the "Settlement Material") shall bedeemed confidential and subject to the restrictions contained in thisOrder."

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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. Requests that call for the

production of Settlement Material are 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. The Committee has not received authorization from

any Negotiating Party that originated any Settlement Material in the Committee's possession,

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

authorize the disclosure of Settlement Material that the Committee originated, and has not

authorized the disclosure of the Settlement Material that the Committee originated.

8. The Committee objects to the Requests in their entirety to the extent that that they

are not reasonably calculated to lead to the discovery of admissible evidence in that they seek 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

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

be produced in response to any Request.



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" "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, the Committee objects

to Aurelius's attempts to contravene the purpose of the Discharge Order by seeking those same

materials from the Committee. Unless otherwise specifically stated, materials related to the

Examiner will not be produced in response to any Request.


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.


duplicative of requests served by other parties in the above-captioned cases related to the

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Committee, including but not limited to requests to advisors to the Committee, Committee's

counsel or Committee Individuals, as defined in the within requests.


call for the document-by-document identification within thirty days of service of the Requests of

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

product protection as seeking to impose obligations beyond the scope of Federal Rule of Civil

Procedure 26, made applicable herein under Federal Rules of Bankruptcy Procedure 7026 and

9014, and beyond the scope of the Case Management Order entered in this case. Given the

number of documents subject to review by the Committee, the Committee further objects on the

grounds that such an instruction is unduly burdensome.

13. The Committee's Responses and Objections to the Requests 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. The Committee reserves all of its rights, including its right to supplement, amend,

or correct any of its Responses and Objections to the Requests and its right to object to the

admissibility of any part of any document produced in response to the Requests or information

contained in any such document.


purport to call for production of documents that are equally in Aurelius's possession, custody or

control, or available from public sources.

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16. The Committee objects to the terms "any" and "all" as used throughout the

Requests as overly broad and unduly burdensome. The Committee will make a good faith,

reasonable, and diligent effort to locate responsive documents, consistent with any General or

Specific Objections. In searching for documents, the Committee 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. The

Committee has also sought information from those persons who are most likely to know of

information or documents or other things responsive to the Requests. To the extent the Requests

seek 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, the Committee

objects to t he Requests as 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 ortheir officers, directors, partners, employees, members, or managers; (iii) any of its or their boardof directors and any committee or subcommittee of any board of directors; and (iv) Professionalsor any Person within (i), (ii) or (iii) above.

Objection to Definition A: The Committee 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 the Committee's responses to the Requests, the term "Angelo," unless otherwise

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

Definition B: "April Proposed Settlement" means the settlement of certain LBO-Related Causesof Action proposed by Angelo, Centerbridge Credit Partners, L.P., Centerbridge Credit PartnersMaster, 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 April9, 2010 including Exhibit A attached thereto.

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Objection to Definition B: The Committee objects to Definition B on the grounds that it

is vague. As used in the Committee's responses to the Requests, the term "April

Proposed Settlement," unless otherwise specified, means the settlement agreement, the

terms of 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 managedentities, 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 ofany board of directors; and (iv) Professionals of any Person within (i), (ii) or (iii) above.

Objection to Definition C: The Committee objects to Definition C on the grounds that


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

used in the Committee's responses to the Requests, 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 ofits or their officers, directors, partners, members, employees, or managers; (iii) any of its or theirboard 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: The Committee objects to Definition D on the grounds that


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

used in the Committee's responses to the Requests, 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.

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Definition E: "Board of Directors" means the boards of directors of Tribune and current andformer Professionals of the board of directors and/or Tribune.

Objection to Definition E: The Committee objects to Definition E on the grounds that it

is vague, overbroad, and unduly burdensome. As used in the Committee's responses to

the Requests, 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 andits 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: The Committee objects to Definition G on the grounds that

it is unintelligible. As used in the Committee's responses to the Requests, 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 orsubcommittee of any board of directors; and (vii) Professionals of any Person within (i), (ii), (iii),(iv), (v), or (vi) above.

Objection to Definition H: The Committee objects to Definition H on the grounds that


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

used in the Committee's responses to the Requests, the term "Citicorp," unless otherwise

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

Citicorp North America, Inc.

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Definition I: "Committee" means any or all of (i) the Official Committee of UnsecuredCreditors 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 anyemployment or agency relationship; and (iv) any Professionals of any Person included in (i), (ii)or (iii) above.

Objection to Definition I: The Committee 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 the Committee's responses to the Requests, 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 (i) any individual members thereof,

(ii) any entities to which such member may be related, or (iii) any professional to the

Committee or such members or entities.

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

Objection to Definition J: The Committee objects to Definition J on the grounds that it


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

used in the Committee's responses to the Requests, 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

(i) any entities to which such member may be related, or (ii) any professionals thereof.

Definition K: "Communication" means, without limitation, any exchange or transfer ofinformation or Documents by any means (e.g., whether oral, written, electronic or by othermethods), as well as any notes, memorandum, or other record thereof.

Objection to Definition K: The Committee 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 Amended Chapter 11 Joint Plan ofReorganization for Tribune Company and Its Subsidiaries Proposed by the Debtors, the OfficialCommittee of Unsecured Creditors, Oaktree Capital Management, L.P., Angelo, Gordon & Co.,L.P., and JPMorgan Chase Bank, N.A., filed with the Court on November 23, 2010.

Objection to Definition N: The Committee objects to Definition N on the grounds that

it is unintelligible. As used in Committee's responses to the Requests, 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 datacompilations from which information can be obtained, or translated, if necessary, throughdetection devices into reasonable usable form. The term "Documents" includes, but is not limitedto:

a. correspondence, memoranda, notes, calendar or diaryentries, 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, promissorynotes, summaries, pamphlets, prospectuses, manuals, brochures,announcements, certificates, drawings, plans, inter-office andintraoffice Communications, or offers;

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

c. bulletins, circulars, schedules, lists, guides, printed matter(including newspapers. magazines and other publications, articlesand 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 representationsof any kind (including tapes, cassettes, discs, hard drives,recordings, voice mail, electronic mail, computer-stored data ormaterial), or transcriptions thereof; and

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

Objection to Definition P: The Committee objects to Definition P to the extent it is

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

Federal Rules of Civil Procedure 26 and 34, as made applicable by Rules 7026, 7034, and

9014 of the Federal Rules of Bankruptcy Procedure. As used in the Committee's

responses to the Requests, the term "Documents," unless otherwise specified, has the

meaning ascribed to it in Federal Rules of Civil Procedure 26 and 34, as made applicable

by Rules 7026, 7034, and 9014 of the Federal Rules of Bankruptcy Procedure.

Definition T: "JPMorgan" means (i) JPMorgan Chase Bank, N.A. and its affiliates: (ii) any ofits or their officers, directors, partners, employees, members, or managers; (iii) any of its or theirboard 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: The Committee objects to Definition T on the grounds that it


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

used in the Committee's responses to the Requests, 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 andthe merger and related transactions involving Tribune on or about December 20, 2007.

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Objection to Definition U: The Committee objects to Definition U on the grounds that

it is vague and overbroad. As used in the Committee's responses to the Requests, the

term "LBO," 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 whatsoeverarising 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 orequitable remedies associated with any such claims.

Objection to Definition W: The Committee objects to Definition W on the grounds that

it is vague. As used in the Committee's responses to the Requests, 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 Debtors'Joint Disclosure Statement, filed with the Court on October 20, 2010.

Objection to Definition Y: The Committee objects to Definition Y on the grounds that

it is unintelligible. As used in the Committee's responses to the Requests, 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 itsaffiliates; (ii) Merrill Lynch Capital Corporation and its affiliates; (iii) Merrill Lynch & Co. andits affiliates; (iv) any of its or their officers, directors, partners, members, employees, ormanagers; (v) any of its or their board of directors and any committee or subcommittee of anyboard of directors; and (vi) Professionals of any Person within (i), (ii), (iii ), (iv) or (v) above.

Objection to Definition AA: The Committee objects to Definition AA 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 AA as stated.

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As used in the Committee's responses to the Requests, the term "Merrill Lynch," unless

otherwise specified, means Merrill Lynch Capital Corporation, Merrill, Lynch, Pierce,

Fenner & Smith, and Merrill Lynch & Co.

Definition BB: "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 BB: The Committee objects to Definition BB on the grounds


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

As used in the Committee's responses to the Requests, the term "Murray Devine," unless

otherwise specified, means Murray, Devine & Company.

Definition CC: "Noteholder Plan" means the Joint Plan of Reorganization for TribuneCompany and its Subsidiaries proposed by Aurelius Capital Management, LP, on behalf of itsmanaged entities, Deutsche Bank Trust Company Americas, in its capacity as the successorindenture 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 WilmingtonTrust Company, in its capacity as the successor indenture trustee for the PHONES Notes, datedOctober 29, 2010.

Objection to Definition CC: The Committee objects to Definition CC on the grounds

that it is vague. As used in the Committee's responses to the Requests, 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 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 DD: "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

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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 DD: The Committee objects to Definition DD on the grounds


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

As used in the Committee's responses to the Requests, the term "Oaktree," unless

otherwise specified, means Oaktree Capital Management, L.P.

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

Objection to Definition EE: The Committee objects to Definition EE on the grounds

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

Definition II: "Plans" means any or all of the Debtor/Committee/Lender Plan, the NoteholderPlan, the Step One Lender Plan, and the Bridge Lender Plan.

Objection to Definition II: The Committee objects to Definition II on the grounds that

it is vague. As used in the Committee's responses to the Requests, 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 JJ: "Potential LBO Liability Party" means the Persons named as defendants in theComplaints, including absent class members, as well as any such Person's current or formerofficers, directors, employees, partners, members, managers, owners or Professionals.

Objection to Definition JJ: The Committee objects to Definition JJ on the grounds that


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

used in the Committee's responses to the Requests, the term "Potential LBO Liability

Party," unless otherwise specified, means the Persons named as defendants in the

Complaints, including absent class members.

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Definition LL: "Professional" means any counsel, consultant, advisor, testifying expert, non-testifying expert, agent, representative or other Person engaged to provide or involved inproviding at any time any services relating to the LBO, the LBO-Related Causes of Action, thePlans, the Complaints, the Examiner, the Examiner Report, Settlement Analysis and/or theSettlement Process.

Objection to Definition LL: The Committee objects to Definition LL on the grounds

that it seeks categories of documents not contemplated by Federal Rule of Civil

Procedure 26, as made applicable by Rules 7026 and 9014 of the Federal Rules of

Bankruptcy Procedure.

Definition MM. "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 MM: The Committee objects to Definition MM on the grounds

that it is vague. As used in the Committee's responses to the Requests, 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 NN: "Relationship" means any prior, current or prospective personal, professional,business or other relationship among any of the Persons specified in the request, including butnot limited to any matter with respect to which such persons have done or sought to do businesswith one another (including commercial, charitable and any other types of matters) or have beenrecommended 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 NN: The Committee objects to Definition NN 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 NN as

stated. Furthermore, the Committee objects to the time frame set forth in Definition NN

as overbroad and not reasonably calculated to lead to the discovery of admissible

evidence.

Definition RR: "Settlement Analysis" means any analysis, consideration, assessment, review,report, evaluations, recovery scenario, expected value analysis, assertion, tactics, strategy ordiscussion, whether generated by a Professional or otherwise, relating in any way to (i) the

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potential strength of any or all of the LBO-Related Causes of Action and/or any defense theretoand/or the likely outcome in connection with the litigation of such matters; (ii) the settlementvalue of any or all of the LBO-Related Causes of Action, including any decision tree analysis orsimilar 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 LBOSettlement; (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 RR: The Committee objects to Definition RR 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 SS. "Settlement Process" means any Communication, discussion, meeting, telephonecall, negotiation or bargaining, demands or offers between two or more parties relating in anyway to (i) the potential strength of any or all of the LBO-Related Causes of Action and/or anydefense thereto and likely outcome in connection with the litigation of such matters; (ii) thesettlement or settlement value of any or all of the LBO-Related Causes or Action; ( iii) the AprilProposed 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 settlementthereof on the rights and priorities of any parties in interested in the Debtors' bankruptcyproceedings.

Objection to Definition SS: The Committee 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 Term Sheet" shall have the meaning ascribed to it in Section VI ofthe Debtors' Joint Disclosure Statement, filed with the Court on October 20, 2010.

Objection to Definition TT: The Committee objects to Definition TT on the grounds

that it is unintelligible. As used in the Committee's responses to the Requests, 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.

18

Definition UU: "Settling Parties" means Oaktree, Angelo, JPMorgan, Citicorp, Bank ofAmerica, Merrill Lynch, Wells Fargo any other Person that would receive a release under theProposed LBO Settlement.

Objection to Definition UU: The Committee objects to Definition UU on the grounds


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

As used in the Committee's responses to the Requests, 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 VV: "Special Committee" means (i) the special committee of independent directorsformed by Tribune's Board or Directors on or about August 27, 2010; (ii) each of its individualmembers; (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 includedin (i) - (iii).

Objection to Definition VV: The Committee objects to Definition VV on the grounds


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

As used in the Committee's responses to the Requests, 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 WW: "Special Committee Individuals" means all Persons within Definition VV.(ii)or (iv), and any entity or entities that any such Person directly or indirectly owns or controls.

Objection to Definition WW: The Committee objects to Definition WW on the grounds


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

As used in the Committee's responses to the Requests, the term "Special Committee

Individuals," unless otherwise specified, means the individual members of the Special

19

Committee of independent directors formed by Tribune Company's Board of Directors on

or about August 27, 2010.

Definition XX: "Step One Lender Plan" means the Plan of Reorganization for TribuneCompany and its Subsidiaries Proposed by Certain Holders of Step One Senior Loan Claims,Dated October 29, 2010.

Objection to Definition XX: The Committee objects to Definition XX on the grounds

that it is vague. As used in the Committee's responses to the Requests, 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 BBB: "Tribune" means (i) the entity known as Tribune Company and its direct andindirect subsidiaries, including but not limited to each of the Debtors in the captioned bankruptcycase; (ii) any of their past, present or future officers, directors, partners, members, employees, ormanagers; (iii) any past, present or future board of directors, board of managers or similar bodyand any committee or subcommittee thereof or any Person within (i) above, including but notlimited to the Special Committee; and (iv) Professionals of any Person within (i), (ii ) or (iii ) ofthis Definition BBB.

Objection to Definition BBB: The Committee objects to Definition BBB 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

BBB 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 and indirect subsidiaries. As used in the Committee's responses to the Requests,

the term "Tribune," unless otherwise specified, means Tribune Company and its direct

and indirect subsidiaries.

Definition CCC: ''Tribune Entity" means any Person within Definition BBB.(i).

20

Objection to Definition CCC: The Committee objects to Definition CCC on the



BBB as stated. As used in the Committee's responses to the Requests, the term "Tribune

Entity" means Tribune, subject to the objections set forth herein.

Definition DDD: "Tribune Individual" means any Person within Definition BBB.(ii) and/orBBB.(iii) and any entity or entities that any such Person directly or indirectly owns or controls.

Objection to Definition DDD: The Committee objects to Definition DDD on the



DDD as stated. As used in the Committee's responses to the Requests, the term "Tribune

Individual," unless otherwise specified, means the current officers and directors of

Tribune, subject to the objections set forth herein.

Definition FFF: "Wells Fargo" means (i) Wells Fargo Bank, N.A. and its affiliates; (ii) any ofits or their officers, directors, partners, members, employees, or managers; (iii) any of its or theirboard 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 FFF: The Committee objects to Definition FFF on the grounds


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

As used in the Committee's responses to the Requests, the term "Wells Fargo," unless

otherwise specified, means Wells Fargo Bank, N.A.

Definition GGG: "Zell" means Sam Zell and any entities affiliated with, and current and formerProfessionals of Sam Zell.

Objection to Definition GGG: The Committee objects to Definition GGG on the

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

21

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

stated. As used in the Committee's responses to the Requests, 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 yourProfessionals and affiliates.

Objection to Instruction No. 2: The Committee objects to Instruction No. 2 on the

grounds that it is unduly burdensome. The Committee 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 coveredby the following requests is the period between January 1, 2007, through and including thepresent.


grounds that 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, the

Committee will produce documents as set forth herein from the date of the Depository

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

through October 22, 2010).

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

22


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

Instruction No. 7: If any Document requested herein was formerly in your possession, custodyor 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 indetail the nature of the Document and its contents, (ii) identifying the person(s) who prepared orauthored 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 thedate on which the Document was lost or destroyed and, if destroyed, the conditions of andreasons for such destruction and the person(s) requesting and performing the destruction.


ground that seeks information beyond that required by the Federal Rules of Civil

Procedure, 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 allDocuments available electronically should be delivered on a disk. DVD or CD-ROM in a formatto be agreed upon by Aurelius and the producing party. Aurelius reserves the right to requestthat Documents be produced in their native format.

Objection to Instruction No. 8: The Committee 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 of Civil Procedure 26 and 34,

made applicable herein under Federal Rules of Bankruptcy Procedure 7026, 7034, and

9014. The Committee 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 searchto help locate responsive or potentially Documents, Aurelius shall require that such Personpromptly disclose and come to an agreement with Aurelius respecting its proposed search termsand methodology, and otherwise comply in full with Rule 7026-3(e) of the Local Rules for theUnited States Bankruptcy Court, District of Delaware.

Objection to Instruction No. 9: The Committee objects to Instruction No. 9, to the

extent it is overbroad, unduly burdensome, and seeks categories of documents not

23

contemplated by Federal Rules of Civil Procedure 26 and 34, as made applicable by

Rules 7026, 7034, and 9014 of the Federal Rules of Bankruptcy Procedure, 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 anyand all transmittal sheets, cover letters, exhibits, enclosures, or attachments to such Document, inaddition to the Document in its full and unexpurgated form.

Objection to Instruction No. 10: The Committee objects to Instruction No. 10 as

seeking to impose obligations beyond the scope of Federal Rules of Civil Procedure 26

and 34, made applicable herein under Federal Rules of Bankruptcy Procedure 7026,

7034, and 9014. The Committee 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 towhich you are responding or produced in the manner they are kept in the ordinary course ofbusiness. Documents attached to each other should not be separated.


seeking to impose obligations beyond the scope of Federal Rules of Civil Procedure 26

and 34, made applicable herein under Federal Rules of Bankruptcy Procedure 7026,

7034, and 9014. The Committee 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 ofall disks, CDs, DVDs and other removable media containing any information responsive to suchrequest. Electronic records and computerized information should be produced in an intelligibleformat or together with a sufficient description of the system or program from which each wasderived to permit rendering the material legible.

24


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

admissible evidence, and as seeking to impose obligations beyond the scope of Federal

Rules of Civil Procedure 26 and 34, made applicable herein under Federal Rules of

Bankruptcy Procedure 7026, 7034, and 9014. The Committee 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 ProposedLBO Settlement, April Proposed Settlement, any Other Potential Settlement, the SettlementAnalysis, the Settlement Process, the LBO-Related Causes of Action, and/or Complaintsspecifically is intended to request, inter alia, (i) all of the Committee's internal work product,expert reports, consultant reports, or attorney-client communications; and (ii) all suchDocuments or Communications or other potentially privileged materials exchanged between andamong Tribune and the Committee on a confidential or common interest basis. For suchDocuments and Communications that were not produced or otherwise shared with one or moreof the Potential LBO Liability Parties, the responsive Documents and Communications are beingrequested for production only to Aurelius Capital Management, LP and Wilmington TrustCompany, but not for production to any parties that lack a common interest with Tribune in theprosecution of the LBO-Related Causes of Action.


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. The

Committee 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. The Committee further object 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.

25

Instruction No. 14: Notwithstanding anything to the contrary contained herein, Aurelius doesnot seek by these requests production of Communications concerning the Mediation exchangedbetween or among parties to the Mediation during the mediation meeting that occurred onNovember 17, 2010, to the extent that the Mediator was present for such Communications.

Objection to Instruction No. 14: The Committee 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. The Committee 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 tobe 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 ofthe attorney, if any, with respect to whom the privilege is claimed;

C) State the basis for claiming the privilege as to the specificCommunication;

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

26

E) State the date of each such Communication.


unduly burdensome and as seeking to impose obligations beyond the scope of Federal

Rule of Civil Procedure 26, made applicable herein under Federal Rules of Bankruptcy

Procedure 7026 and 9014, and beyond the scope of the Case Management Order entered

in this case. The Committee will comply with its obligations under the Case

Management Order, and any agreement among the parties pursuant thereto, 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 beidentified 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 Specificinformation 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 eachperson who prepared it and each person (if any) who signed it; identifyeach person to whom it was directed, circulated or shown; identify eachperson now in possession of the Document; and, for each personidentified, indicate whether such person is an attorney.








Instruction No. 17: If the Official Committee of Unsecured Creditors in the above-captionedcase has asserted any privilege or other protection as a basis for withholding any Documents orCommunications from production in connection with any document request or production in the

27

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








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





in this case. The Committee further objects to Instruction No. 18 on the ground that the

Committee did not redact materials prior to producing them to the Document Depository,

and as such, it is not possible for the Committee to un-redact the redacted materials that

are contained in the Document Depository. As to the request regarding privilege logs, the

Committee states that it will comply with its obligations under the Case Management

28

Order, and any agreement among the parties pursuant thereto, regarding information or

documents withheld under a claim of privilege.

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


overbroad and unduly burdensome. Aurelius has served subpoenas on the Committee's

counsel and certain Committee professionals and Committee Individuals, as well as

various Committee Individuals' counsel, seeking the production of documents that are

substantially identical to the request set forth herein. The Committee's counsel,

Committee's professionals, various Committee Individuals and various Committee

Individuals' counsel will respond to their respective subpoenas in due course. The

Committee further states that it is not responding on behalf of Deutsche Bank or

Wilmington Trust, as they are both objectors to the Debtor/UCC/Lender plan and are

proponents with Aurelius of a competing plan.

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


overbroad and unduly burdensome. The Committee will comply with its obligations

under the Case Management Order regarding the continuing nature of document requests

as propounded in this case.

29

RESPONSES AND OBJECTIONS TO REQUESTS

REQUEST NO. 1:

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

RESPONSE TO REQUEST NO. 1:

The Committee incorporates by reference its General Objections and Objections to

Definitions and Instructions as set forth above. The Committee 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." The Committee further objects to Request No. 1 on the grounds that it is

overbroad, unduly burdensome, calls for the production of documents that are not relevant and/or

in the possession, custody or control of other parties, and is not reasonably calculated to lead to

the discovery of admissible evidence.

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

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

non-privileged Documents and Communications 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. 2:

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



Definitions and Instructions as set forth above. The Committee further objects to Request No. 2

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

30

"relating" to any "Relationship." The Committee further objects to Request No. 2 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.






REQUEST NO. 3:

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







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

calculated to lead to the discovery of admissible evidence.






31

REQUEST NO. 4:

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




on the grounds that it is vague to the extent that it calls for Documents "relating" to any

"Relationship." The Committee 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.



non-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 SpecialCommittee Individuals and Tribune.







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

32






REQUEST NO. 6:

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




on the grounds that it is vague to the extent that it calls for Documents or Communications



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







REQUEST NO. 7:

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

33













REQUEST NO. 8:

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










34




REQUEST NO. 9:

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








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

clarifying the scope of Request No. 10, the Committee states that it will produce non-privileged

Documents and Communications 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. 10:

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

35





"relating" to any "Relationship." The Committee further objects to Request No. 10 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.

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





REQUEST NO. 11:

All Documents and Communications regarding any conflict or potential conflict ofinterest 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 otherProfessional), and all Documents and Communications regarding any efforts, discussion orconsideration of efforts to waive, mitigate, limit or eliminate any such conflict or potentialconflict of interest.




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

production of "all" Documents and Communications. The Committee also objects to Request

No. 11 on the grounds that it calls for the production of documents protected by the attorney-

36

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


Specifically incorporating and not waiving its Objections, the Committee 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.





to any whether certain individuals were Step One Selling Shareholders. The Committee 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.

Specifically incorporating and not waiving its Objections, The Committee states that it

will 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


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 inany capacity pursuant to the Proposed LBO Settlement, the Debtor/Committee/Lender Plan orany Other Potential Settlement.

37





to whether certain individuals would receive a release of liability. The Committee 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.





REQUEST NO. 14:

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




ground that it is vague. The Committee 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 that are in the

possession, custody or control of other parties.



38



REQUEST NO. 15:

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





to any "need or desire" to take certain actions. The Committee 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. The Committee also objects to Request

No. 15 on the grounds that it is not reasonably calculated to lead to the discovery of admissible

evidence.





REQUEST NO. 16:

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




39


to any requested or proposed release. The Committee further objects to Request No. 16 on the

grounds that it is overbroad and unduly burdensome. The Committee also objects to Request

No. 16 on the grounds that it calls for the production of documents protected by the attorney-

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





reasonable diligence. The Committee further states that they will comply with the Case

Management Order entered by the Court and Rule 26 regarding the disclosure of expert witness

information, made applicable herein under Federal Rules of Bankruptcy Procedure 7026 and

9014.

REQUEST NO. 17:

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



Definitions and Instructions as set forth above. The Committee 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.


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

The Committee further states that it will comply with the Case Management Order entered by the

40

Court and Rule 26 regarding the disclosure of expert witness information, made applicable

herein under Federal Rules of Bankruptcy Procedure 7026 and 9014.

REQUEST NO. 18:

All Documents and Communications relating to the decision to make Don LiebentrittDebtors' Chief Restructuring Officer, including but not limited to any discussion relating towhether Liebentritt's continuing role as general counsel for Debtor created the appearance of aconflict of interest.





to "the decision to make Don Liebentritt Debtors' Chief Restructuring Officer." The Committee

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, the Committee 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 affiliationof any Tribune Individual, including but not limited to any Documents or Communicationsexpressing or relating to the views of any Settling Parties concerning such continuedemployment or affiliation.





to "the continued employment or affiliation of any Tribune Individual" or "relating" to "the

41

views of any Settling Parties concerning such continued employment or affiliation." The

Committee further objects to Request No. 19 on the grounds that it is overbroad and unduly

burdensome in that it seeks documents 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. The Committee also objects to Request No. 19 on the grounds that it calls for

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

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






REQUEST NO. 20:

All Documents and Communications relating to any Settlement Analysis.





to "any Settlement Analysis." The Committee 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. The Committee also objects to Request No. 20 on the grounds

that it calls for the production of documents 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.

42





REQUEST NO. 21:

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





to "Settlement Analysis." The Committee 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. The Committee also objects to Request No. 21 on the grounds


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


Specifically incorporating and not waiving its Objections, the Committee states that,

subject to a narrowed and clarified request, 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. 22:

All Documents and Communications relating to the Settlement Process.

43




on the grounds that it is vague, overbroad, unduly burdensome, calls for the production of

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

reasonably calculated to lead to the discovery of admissible evidence.





REQUEST NO. 23:

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




on the grounds that 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, The Committee 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 can be located after a good faith and reasonable search and with reasonable

diligence.

44

REQUEST NO. 24:

All Documents and Communications relating to the preservation or obligation to preserveDocuments and Communications in connection with the LBO, the Debtors' Bankruptcy, theLBO-Related Causes of Action, the Plans, Settlement Analysis, Settlement Process and theConfirmation Hearing, including but not limited to (i) any document retention policy in effectduring 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 inconnection with preserving such Documents and Communications.





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

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

REQUEST NO. 25:

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





to "the right and/or standing . . . of the Debtors . . . to settle . . . the LBO-Related Causes of

Action." The Committee 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


45

REQUEST NO. 26:

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




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

common interest privilege, and work product protection. The Committee 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.

Furthermore, the Committee objects to Request No. 26 as duplicative of discovery that has

already been conducted in the above-captioned cases by the Committee and other parties. As a

result of these efforts, more than 4,000,000 pages of documents have been produced to the

Committee and other parties and, pursuant to the Depository Order, to the Document

Depository, which has been available to Aurelius since August 25, 2010 or earlier, and available

to Aurelius's counsel, Akin Gump, since December 15, 2009. The Committee further states that

such document requests and written responses thereto were produced in February 2010 in

connection with motion practice in the course of this bankruptcy case.


will produce non-privileged Documents 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.

46

REQUEST NO. 27:

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

RESPOSNE TO REQUEST NO. 27



on the grounds that it calls for the production of documents protected by the attorney-client

privilege, common interest privilege, and work product protection. The Committee 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 that may best be obtained directly from other parties in the first instance, and is not


REQUEST NO. 28

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





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

to the discovery of admissible evidence.



47



REQUEST NO. 29:

All Documents and Communications relating to the consideration and selection ofProfessionals to consult with, advise or represent the Committee, whether or not ultimatelyretained.




on the ground that it calls for the production of documents that are not relevant. The Committee

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

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

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






REQUEST NO. 30:

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




grounds that it is vague to the extent that it calls for Documents and Communications "relating to

48

any involvement by Tribune in Settlement Analysis or the Settlement Process." The Committee

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

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






REQUEST NO. 31:

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




on the grounds that it is vague to the extent that it requires the production of documents "relied

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

LBO settlement." The Committee also objects to Request No. 31 on the ground that it is

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

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

Settlement." The Committee further objects to Request No. 31 on the grounds that it calls for the

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

49

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

admissible evidence.





REQUEST NO. 32:

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















50



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 PotentialSettlement 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 toagree to or support such Other Potential Settlement.

















51

REQUEST NO. 34:

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





privilege, common interest privilege, and work product protection.





REQUEST NO. 35:

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




on the grounds that it is overbroad, unduly burdensome, and calls for the production of

documents that are not relevant. The Committee additionally objects to Request No. 35 on the


common interest privilege, and work product protection.

52






REQUEST NO. 36:

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











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 forindemnification, contribution, or otherwise, relating to the LBO-Related Causes of Action.




53








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.




on the ground that it is vague and is not reasonably calculated to lead to the discovery of






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 theProposed LBO Settlement and/or Debtor/Committee/Lender Plan on the value of the PreservedCauses of Action.

54




on the ground that it is vague. Specifically incorporating and not waiving its Objections, The

Committee 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. 40:

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



Definitions and Instructions as set forth above. The Committee further incorporates its General

Objection No. 9, set forth above, concerning disclosure of information, or the production of

documents, that are subject to the terms of the Examiner Order. The Committee further objects

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

documents and communications "relating" "to the development of the Examiner's Report." The

Committee objects to Request No. 40 on the grounds that it calls for the production of documents

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






55

REQUEST NO. 41:

All Documents and Communications relating to the Examiner's Report, including but notlimited to any discussions, analyses, critiques or evaluations of the conclusions or calculationsset forth in the Examiner's Report or any of the evidence contained or referred to therein, and anyfollow-up investigation or analysis of any Person(s) discussed in the Examiner's Report.





documents, that are subject to the terms of the Examiner Order. Debtors object to Request No.

41 on the grounds that it calls for the production of documents protected by the attorney-client

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

admissible evidence





REQUEST NO. 42:

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





documents, that are subject to the terms of the Examiner Order. The Committee further objects

to Request No. 42 on the grounds that it calls for the production of documents protected by the

56

attorney-client privilege and work product protection, and is not reasonably calculated to lead to

the discovery of admissible evidence.

REQUEST NO. 43:

All Communications or notes relating to Communications with the Examiner.





documents, that are subject to the terms of the Examiner Order. The Committee objects to

Request No. 43 on the grounds that it calls for the production of documents protected by the

attorney-client privilege and work product protection.

REQUEST NO. 44:

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

(i) any presentations, proposals, term sheets, commitment letters, creditcommittee memoranda, meeting minutes, reports, summaries, analyses, comments ordiscussions;

(ii) any projections or forecasts of Tribune's (or any Tribune Entity's) financial, cashflow, or operating performance, liquidity, and available capital including sources createdbetween 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 ofany kind or nature created between January 1, 2006 and December 31, 2008;

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

(v) any Documents or Communications relating to the solvency or anticipated orpotential solvency of Tribune (or any Tribune Entity) created between January 1, 2007and December 31, 2008, including, but not limited to, whether as a result of the LBO andthe proposed financing thereof, the value or the Tribune's (or any Tribune Entity's) assetswas/were exceeded by its/their liabilities, whether Tribune (or any Tribune Entity)

57

was/were left with unreasonably small capital, and whether the Tribune (or any TribuneEntity) was/were unable to pay its/their debts as they became due, whether the Step TwoLenders (as defined in the Examiner's Report) should fund the Step Two Transactions (asdefined in the Examiner's Report), whether the Step One lenders should fund the StepOne Transactions (as defined in the Examiner's Report) and whether Tribune shouldproceed with either of Step One or Step Two (as defined in the Examiner's Report).



Definitions and Instructions as set forth above. The Committee objects to Request No. 44 on

the grounds that it is 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 January

1, 2006 and December 31, 2008. The Committee also objects to Request No. 44 on the

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




Committee and other parties and, pursuant to the Depository Order, to the Document

Depository, which has been available to Aurelius since August 25, 2010 or earlier, and available

to Aurelius's counsel, Akin Gump, since December 15, 2009.

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

identifies specific categories of Documents and Communications related to the LBO that it

believes are not contained in the Document Depository and are in the possession, custody or

control of the Committee, the Committee states that it will consider searching for and producing

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

58

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


REQUEST NO. 45:

All Documents and Communications relating to Murray Devine, including, but notlimited to, all reports and documents created by Murray Devine.



Definitions and Instructions as set forth above. The Committee objects to Request No. 45 on

the grounds that it is overbroad, and unduly burdensome to the extent that it calls for "all

Documents and Communications." The Committee also objects to Request No. 45 on the

grounds that it seeks documents that may best be obtained directly from other parties in the first

instance, seeks documents that have already been produced to the Document Depository, and is

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





REQUEST NO. 46:

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

59



Definitions and Instructions as set forth above. The Committee further object to Request No.

46 on the grounds that it is overbroad and unduly burdensome and that documents

responsive to this Request may best be obtained directly from the Special Committee or the

Settling Parties in the first instance.


already been conducted in the above-captioned cases by the Committee and other parties, As a


Committee and other parties, which include materials related to Senior Notes, PHONES Notes,

Senior Loans, Bridge Loans, and LBO Lender Debt. Pursuant to the Depository Order, these

materials have been made available to the Document Depository, which has been available to

Aurelius since August 25, 2010 or earlier, and available to Aurelius's counsel, Akin Gump,

since December 15, 2009.


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 the Committee's

possession, custody or control the Committee 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 exist and can be located after a good faith and reasonable

search.

60

REQUEST NO. 47:

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



Definitions and Instructions as set forth above. The Committee further objects to Request No.

47 on the grounds that it is overbroad and that it is vague to the extent that it calls for

Documents and Communications relating to "any other economic interest in or tied to Tribune."

The Committee further objects to Request No. 47 to the extent that documents responsive to this

Request may best be obtained directly from the Tribune Individuals or Settling Parties in the first

instance.




Committee and other parties, which include materials related to the LBO, and may include

documents relating to economic interests in Tribune. Pursuant to the Depository Order, these

materials have been made available to the Document Depository, which has been available to

Aurelius since August 25, 2010 or earlier, and available to Aurelius's counsel, Akin Gump,

since December 15, 2009.


identifies specific categories of Communications or Documents 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 the Committee's possession, custody or control the Committee states that it

61

will consider searching for and producing non-privileged Documents and Communications

responsive to such a request to the extent that such documents exist and can be located after a good

faith and reasonable search.

REQUEST NO. 48:

To the extent not contained within the Document Depository, all Documents andCommunications relating to the circumstances under which any Settling Party was selected for,or otherwise became involved in any aspect or the LBO, but excluding LBO documents notrelating to such circumstances.



Definitions and Instructions as set forth above. The Committee further objects to Request No.

48 on the grounds that it is overbroad and that it is vague to the extent that it calls for

Documents and Communications relating to "any aspect of the LBO, but excluding LBO

documents not relating to such circumstances."




Committee and other parties, which include materials related to the LBO, and may include

documents relating to circumstances under which any Settling Party was selected for, or

otherwise became involved in the LBO. As a result of these efforts, more than 4,000,000 pages

of documents have been produced to the Committee and other parties, which include materials

related to the LBO, and may include documents relating to economic interests in Tribune.

Pursuant to the Depository Order, these materials have been made available to the Document

Depository, which has been available to Aurelius since August 25, 2010 or earlier, and

available to Aurelius's counsel, Akin Gump, since December 15, 2009.

62


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 the Committee's possession, custody or control the Committee 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 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, theEnterprise Value, or the Equity Value (as each of those terms are defined and used in the GeneralDisclosure Statement), including, but not limited to, the allocation of Enterprise Value or EquityValue as between the various Debtor entities, all business plans, projections, forecasts, marketreports, financial information and any other Documents and Communications relating to thevaluation of Debtors and/or allocation of value between and among the Debtors generated on orafter January 1, 2010.





common interest privilege, and work product protection.




reasonable diligence. The Committee will comply with its obligations under the Case

Management Order entered in this case and Federal Rule of Civil Procedure 26 regarding expert

63

disclosures, made applicable herein under Federal Rules of Bankruptcy Procedure 7026 and

9014.

REQUEST NO. 50:

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




on the ground that it is overbroad, unduly burdensome, and is not reasonably calculated to lead to

the discovery of admissible evidence. The Committee objects to Request No. 50 on the grounds


interest privilege, and work product protection.





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.




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

64



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

REQUEST NO. 52:

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




on the grounds that it is overbroad, unduly burdensome, intentionally calls for the production of

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

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

discovery of admissible evidence. The Committee 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 Statementrelating to the Debtor/Committee/Lender Plan, and all Documents and Communications relatingto any such drafts.




on the grounds that 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." The Committee

65

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. The Committee further objects to Request No. 53 on the grounds that it calls for the

production of documents previously shared with Aurelius and state that such documents will not

be reproduced.

REQUEST NO. 54:

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




on the grounds that 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. The

Committee further objects to Request No. 54 on the grounds that it calls for the production of

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

product protection. The Committee further objects to Request No. 54 on the grounds that it calls

for the production of documents previously shared with Aurelius and state that such documents

will not be reproduced.

REQUEST NO. 55:

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




on the grounds that it is vague, overbroad, not reasonably calculated to lead to the discovery of

66

admissible evidence, and unduly burdensome to the extent that it purports to require the

production of documents and communications "relating" to "[a]ll drafts of any Rule 9019 Motion

relating to the Proposed LBO Settlement." The Committee further objects to Request No. 55 on

the grounds that it intentionally calls for the production of documents 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, andall Documents and Communications relating to any such drafts.





documents 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. The Committee 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 andparameters of confirmation-related discovery, including, but not limited to (i) Documents,Communications and drafts relating to the Debtors' motion to set the confirmation schedule andestablish parameters of confirmation-related discovery, filed with the Court on November 8,2010; (ii) Documents and Communications relating to the Discovery and Scheduling Order forPlan Confirmation, attached as Exhibit G to the Objection of Aurelius Capital Management, LPTo The Debtors' Motion For Entry Of An Order Setting Confirmation Schedule And EstablishingParameters 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 andthe Order Proposed by the Debtors, attached as Exhibit G to the Omnibus Reply Of Debtors ToObjections To Solicitation Motion And In Support of Entry Of An Order Imposing ReasonableLimitations On Confirmation-Related Discovery And The Confirmation Hearing, filed with theCourt on November 24, 2010.

67




on the grounds that it calls for the production of Documents and Communications that are not

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


to the discovery of admissible evidence. The Committee 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 LiabilityParties relating to the Mediation or the Mediator.




Objection No. 8, set forth above, concerning documents that are inadmissible and constitute

material protected from disclosure pursuant to the Mediation Order. The Committee further

objects to Request No. 58 on the grounds that it calls for the production of Communications that

are not relevant, calls for the production of Communications protected by the attorney-client

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


REQUEST NO. 59:

All Documents and Communications relating to any direct or indirect economic interestin Tribune held by any of the Tribune Individuals or any of the Settling Parties and/or theCommittee, including, but not limited to, claims for which any of the Tribune Individuals or anyof the Settling Parties has the ability to control the vote of (either contractually or otherwise),

68

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, andany short positions or derivative exposure.




on the grounds that it is vague, confusing, unintelligible, and ambiguous.






REQUEST NO. 60:

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





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

premature and untimely.



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

69

Committee further states that it will comply with its obligations under the Case Management

Order entered in this case regarding confirmation hearing discovery.

REQUEST NO. 61:

All Documents and Communications upon which the Committee intends to rely inconnection with the Confirmation Hearing.





privilege, common interest privilege, and work product protection.. The Committee further

objects to Request No. 61 on the grounds that it is premature and untimely.

Specifically incorporating and not waiving its Objections, the Committee further states

that they will comply with its obligations under 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, includingbut not limited to the so called "purity plan," or any other plan(s) that would put all LBO-RelatedCauses of Action into trusts for post-emergence resolution, and/or any plan(s) that wouldestablish a reserve for distributions to any of the Settling Parties.




on the grounds that 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 reasonably calculated to lead to the discovery of admissible evidence.

70





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 definedon Page 16 of the Debtor/Committee/Lender Plan).











REQUEST NO. 64:

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





71







REQUEST NO. 65:

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




on the grounds that 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


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




reasonable diligence. The Committee further states that it will comply with its obligations under

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, asthat term is used in the Specific Disclosure Statement relating to the Debtor/Committee/LenderPlan.

72












REQUEST NO. 67:

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




on the grounds that 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."

The Committee 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.

73


will 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


REQUEST NO. 68:

All Documents and Communications relating to the potential financial recovery of eachCommittee member pursuant to any of the Plans, including, but not limited to, Documents andCommunications relating to whether the Committee's view of such potential recoveries changedpursuant to different Plans and proposed Plans over time.












REQUEST NO. 69:

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

74











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 theDebtor/Committee/Lender Plan).











75

REQUEST NO. 71:

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











REQUEST NO. 72:

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




on the grounds that it is overbroad, calls for the production of documents protected by the

76

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



will 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


REQUEST NO. 73:

All Documents and Communications relating to the Retiree Claimant SettlementAgreement (as defined by the Debtor/Committee/Lender Plan), including the identity of the pastor current Retiree Claimants (as defined by the Debtor/Committee/Lender Plan), any assessmentor review of Debtors' potential liability to the Retiree Claimants, and the negotiation and Plantreatment of the Retiree Claimant Settlement Agreement in the Debtor/Committee/Lender Plan.




on the grounds that it is overbroad, unduly burdensome, calls for the production of documents


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


will 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


REQUEST NO. 74

All prior document requests or subpoenas received by the Committee in connection withthe above-captioned case or any related adversary proceeding and all subsequentCommunications concerning (i) such requests or subpoenas; (ii) any objections or clarificationsthereto; or (iii) any subsequent production.

77

RESPONSE TO REQUEST NO. 74



Objection 9, set forth above, concerning disclosure of information, or the production of

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

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

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

reasonably calculated to lead to the discovery of admissible evidence. The Committee further

objects to Request No. 74 on the grounds that documents responsive to this request have

previously been produced to the Document Depository and state that such documents will not

be reproduced.

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

produce non-privileged Documents responsive to this Request not already contained within the

Document Depository to the extent that they exist and can be located after a good faith and


REQUEST NO. 75

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

RESPONSE TO REQUEST NO. 75


Definitions and Instructions as set forth above. The Committee further states that any privilege

logs that were produced to the Committee have been sent to the Document Depository and as such

are already available to Aurelius and its counsel.

78

Dated: Wilmington, DelawareDecember 24, 2010

Respectfully submitted,

/s/ Daniel B. Rath

LANDIS RATH & COBB LLPAdam G. Landis (No. 3407)Daniel B. Rath (No. 3022)919 Market Street, Suite 1800Wilmington, Delaware 19801Telephone: (302) 467-4400Facsimile: (302) 467-4450

- and –

CHADBOURNE & PARKE LLPHoward SeifeDavid LeMayDouglas DeutschThomas J. McCormack30 Rockefeller PlazaNew York, New York 10112Telephone: (212) 408-5100Facsimile: (212) 541-5369

Counsel to the Official Committee of UnsecuredCreditorsNY3 - 501849.09

- and –

Graeme W. BushZUCKERMAN SPAEDER LLP1800 M. Street, N.W., Suite 1000Washington, DC 20036Telephone: (202) 778-1800Facsimile: (202) 822-8106

Thomas G. MacauleyZUCKERMAN SPAEDER LLP919 Market Street, Suite 990Wilmington, Delaware 19801Telephone: (302) 427-0400Facsimile: (302) 427-8242Special Counsel to the Official Committee of UnsecuredCreditors

79

CERTIFICATE OF SERVICE

I, Alexandra K. Nellos, certify that I caused a copy of the foregoing Responses and

Objections to First Request for Production of Documents of Aurelius Capital Management, LP to

the Official Committee of Unsecured Creditors 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 24th day of December, 2010.

/s/ Alexandra K. NellosAlexandra K. Nellos