U.S. TRUST'-' Bank of Amexlett Private Wealth Management TERM SHEET FOR DISCUSSION PURPOSES ONLY PRESENTED BY U.S. TRUST, BANK OF AMERICA PRIVATE WEALTH MANAGMENT ("U.S. Trust" or "Bank") February 9, 2011 This Term Sheet and the information contained herein do not constitute a commitment to lend or otherwise extend credit on the part of U.S. Trust and Is presented for discussion purposes only. This Term Sheet is intended as an outline only, and does not purport to summarize all of the terms, conditions, covenants, representations, warranties, and other provisions which would be contained in definitive legal documentation for the proposed transaction. Any such commitment will be issued only in writing subject to appropriate documentation, the terms of which are not limited to those set forth herein. The actual terms and conditions upon which U.S. Trust may extend credit is also subject to satisfactory completion of due diligence, necessary credit approval and such other terms and conditions as determined by U.S. Trust. U.S. Trust reserves the right at any time to cancel or modify this Term Sheet and the terms and conditions presented for discussion herein for any reason. In any event, this proposal expires on March 15, 2011 if the proposed transaction is not closed on or before that date. BORROWER: CREDIT FACILITY: PURPOSE: Mortimer B. Zuckerman A revolving line of crodit In an amount of $175,000,000. Proceeds shall payoff and close a $128,000,000 Line of Credit with Citibank, absorb the $25,000,000 Line of Credit with Bank of America and the new proceeds of $22,000,000 shall be used for capital investments in the Daily News, LP. The Credit Facility shall also be usod to issue letters of credit. The Credit Facility will not be used directly or indirectly for the purpose of purchasing or carrying "margin stock" as such term Is defined in Regulation U of the Board of Governors of the Federal Reserve System, or to reduce or retire indebt