Top Banner
Lee Deposition Designation • Deposition Designation [9:9] - [9:25] 3/4/2011 Lee, James with Video and Exhibits page 9 9 Q. Did you do anything to prepare for 10 your deposition today? 11 A. I met with Davis Polk, gentleman and 12 lady. 13 Q. For about how long? 14 A. I don't know. How long? 15 MR. GLAZER: About an hour this 16 morning. 17 A. An hour. 18 Q. Did you read any documents? 19 A. Did I what? 20 Q. Review any documents? 21 A. I saw some e-mails, yes. 22 Q. Did reviewing those documents 23 refresh your recollection about matters 24 related to Tribune? 25 A. Not really. [11:12] - [27:18] 3/4/2011 Lee, James with Video and Exhibits page 11 12 Q. And who do you report to at 13 JPMorgan? 14 A. Jamie Dimon. 15 Q. Do you have a reporting relationship 16 at all with Jeff Staley? 17 A. No. 18 Q. What about Steven Black? 19 A. He doesn't work for the company. 20 Q. Did you ever have a reporting 21 relationship with Steven Black? 22 A. No, I work for Jamie. 23 Q. Have you worked in the investment 24 bank your entire time with JPMorgan? 25 A. Yes. page 12 1 J. LEE 2 Q. When you began working at JPMorgan, 3 what was your title? 4 A. Well, I started at Chemical which 5 was the predecessor bank to today's JPMorgan. 6 And I started as a trainee, management 7 trainee. So I never left any company. I 8 started at Chemical and we have changed our 9 name multiple times and that's what the name 10 is today. 11 Q. When in your career did you start 12 working in leveraged finance? 13 A. Very early. 14 Q. OK. You have many years of 15 experience in leveraged finance? 16 A. Yes. 17 Q. Involvement in structuring leveraged 18 buyouts? 19 A. Yes. 20 Q. Have you ever been involved in 21 structuring any leveraged buyouts that 22 subsequently were the subject of a fraudulent 23 conveyance litigation? 24 A. I don't recall. 25 Q. I am going to hand you a document page 13 1 J. LEE 2 that has been marked as Lee Exhibit 1. Lee 3 Exhibit 1 is Bates number TRB 137952 through 4 138017. It says on the first page, "JPMorgan 5 'Tribune' April 26, 2007." 10/3/2011 3:23 PM 1
38

Lee Deposition Designation • Deposition Designation

May 21, 2022

Download

Documents

dariahiddleston
Welcome message from author
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
Page 1: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation

[9:9] - [9:25] 3/4/2011 Lee, James with Video and Exhibitspage 99 Q. Did you do anything to prepare for10 your deposition today?11 A. I met with Davis Polk, gentleman and12 lady.13 Q. For about how long?14 A. I don't know. How long?15 MR. GLAZER: About an hour this16 morning.17 A. An hour.18 Q. Did you read any documents?19 A. Did I what?20 Q. Review any documents?21 A. I saw some e-mails, yes.22 Q. Did reviewing those documents23 refresh your recollection about matters24 related to Tribune?25 A. Not really.

[11:12] - [27:18] 3/4/2011 Lee, James with Video and Exhibitspage 1112 Q. And who do you report to at13 JPMorgan?14 A. Jamie Dimon.15 Q. Do you have a reporting relationship16 at all with Jeff Staley?17 A. No.18 Q. What about Steven Black?19 A. He doesn't work for the company.20 Q. Did you ever have a reporting21 relationship with Steven Black?22 A. No, I work for Jamie.23 Q. Have you worked in the investment24 bank your entire time with JPMorgan?25 A. Yes.page 121 J. LEE2 Q. When you began working at JPMorgan,3 what was your title?4 A. Well, I started at Chemical which5 was the predecessor bank to today's JPMorgan.6 And I started as a trainee, management7 trainee. So I never left any company. I8 started at Chemical and we have changed our9 name multiple times and that's what the name10 is today.11 Q. When in your career did you start12 working in leveraged finance?13 A. Very early.14 Q. OK. You have many years of15 experience in leveraged finance?16 A. Yes.17 Q. Involvement in structuring leveraged18 buyouts?19 A. Yes.20 Q. Have you ever been involved in21 structuring any leveraged buyouts that22 subsequently were the subject of a fraudulent23 conveyance litigation?24 A. I don't recall.25 Q. I am going to hand you a documentpage 131 J. LEE2 that has been marked as Lee Exhibit 1. Lee3 Exhibit 1 is Bates number TRB 137952 through4 138017. It says on the first page, "JPMorgan5 'Tribune' April 26, 2007."

10/3/2011 3:23 PM 1

Page 2: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation6 Just take a moment, can you tell me7 whether you have seen this document before8 today, sir.9 MR. GLAZER: Just so we have the10 same convention that we have had at prior11 depositions, I've told the witness that12 when you ask him if he has ever seen a13 document before, you're really asking has14 he ever seen it before today. That15 includes my preparation of him. If I have16 shown him a document, he will exclude that17 from his answer.18 So we have had that agreement in19 other depositions. I want to make sure we20 have it here as well.21 MR. HURLEY: Sure, OK.22 THE WITNESS: But if you showed it23 to me today, I can say that or can't say24 that?25 MR. GLAZER: If I showed it to youpage 141 J. LEE2 today and you have never seen it before3 today, you can comfortably answer no, I4 haven't seen it.5 THE WITNESS: I hope I get it right.6 MR. GLAZER: Isn't that right,7 Mr. Hurley?8 MR. HURLEY: Yes, that's right.9 A. OK.10 Q. Other than right now and in11 connection with preparing for your deposition,12 have you seen this document, Lee 1, before?13 A. No.14 Q. Do you recognize Lee 1 as a15 transcript of a lender call? If you could16 take a moment to --17 A. You want me to look inside this?18 Q. You don't have to study it, but flip19 through it and tell me if you can --20 A. Where -- repeat the question please.21 Q. Sure, do you recognize Lee Exhibit 122 as a transcript of a lender call that you23 participated in?24 Let me actually ask a different25 question. The document is dated April 26. Dopage 151 J. LEE2 you recall, sitting here today, whether there3 was, in fact, a lender meeting related to4 Tribune on or around April 26, 2007?5 A. I don't remember the meeting, but6 I'm just reading this document and obviously7 there was, according to this, this meeting. I8 don't really remember it to be honest with9 you.10 Q. OK, do you remember having a lender11 meeting in connection with Tribune at all?12 A. I really don't.13 Q. But do you recognize Lee 1 as the14 type of document that JPMorgan maintains as a15 transcript of investor/lender meetings from16 time to time?17 A. I have never seen a transcript of a18 bank meeting in my life until just now.19 Q. Were you aware that JPMorgan20 maintained transcripts of --21 A. No.22 Q. -- lender meetings?23 A. No.24 Q. I just want to refer you to page 1

10/3/2011 3:23 PM 2

Page 3: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation25 of 75. It says at the bottom -- you'repage 161 J. LEE2 looking at it right there?3 A. Yup.4 Q. I want to refer you to the paragraph5 that says "I've thanked and known Sam..."?6 A. Um-hm.7 Q. If you would read that to yourself8 for a moment.9 First of all, I think thanked10 probably is a typo, and would you agree that,11 is it your understanding you would have said12 "banked"?13 A. I have no idea.14 Q. Is it true that you have known Sam15 Zell for virtually your entire adult life?16 A. I think that's reasonably correct,17 yeah.18 Q. And when did you first meet19 Mr. Zell?20 A. I don't remember.21 Q. Do you have any -- you have done22 work for Mr. Zell as a banker over the course23 of your career, right?24 A. Um-hum, yes.25 Q. Do you remember when the first timepage 171 J. LEE2 was that you did some work for Mr. Zell?3 A. No.4 Q. Do you remember if it was in the5 1970s?6 A. I just don't remember.7 Q. Can you remember even sort of within8 a decade?9 A. No.10 Q. Is it in the last ten years?11 A. Well, I am 58. So it has to be,12 yes. I mean, I really don't remember any of13 the details of the work that I have done for14 Sam. I have known him a long time though,15 that's correct.16 Q. Did you first get to know him in a17 professional capacity?18 A. Yes.19 Q. So you got to know him by doing work20 for him, is that right?21 A. Correct.22 Q. Could you estimate how many23 engagements you have done for Mr. Zell as a24 banker?25 A. I have no idea.page 181 J. LEE2 Q. Have you been involved in any3 leveraged buyout transactions with Mr. Zell4 over than Tribune?5 A. I really -- I really don't know. I6 don't know if they were leveraged buyout7 transactions or not. But they were8 transactions.9 (Exhibit 2, document Bates stamped10 JPM 351663 marked for identification, as11 of this date.)12 Q. You have been handed a document that13 has been marked as Lee Exhibit 2. It is looks14 like it is an e-mail from you to Mr. Zell. It15 is JPM 351663. First of all, Mr. Lee, do you16 recognize this as the format of a printed out17 e-mail from you?

10/3/2011 3:23 PM 3

Page 4: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation18 A. Yes.19 Q. And you see it says, "Sam, many20 thanks for being the rock star you are at the21 bank meeting. You packed the house and thanks22 for being our and my friend. Jimmy."23 Do you see that's also dated24 April 26, 2007?25 A. Um-hm, yes.page 191 J. LEE2 Q. Does that refresh your recollection3 at all as to whether or not there was a4 meeting on April 26, 2007?5 A. I really don't remember the meeting,6 but it is clear there was one.7 Q. You said, Thanks for being my8 friend. Do you consider Mr. Zell to be a9 personal friend?10 A. I would -- professional friend.11 Q. You would say a professional friend12 rather than a personal friend?13 A. Yeah, yeah.14 Q. How would you characterize15 Mr. Zell's skills as an investor?16 A. I would say the way they are17 typically publicly characterized.18 Q. If you go back to Lee Exhibit 1,19 please, the transcript. We will come back to20 that in a second. Actually, we are going to21 stay right there. If you look at the same22 page we were looking at before of the23 transcript.24 MR. GLAZER: Page 2 of 75?25 MR. HURLEY: Correct.page 201 J. LEE2 Q. And you say at the bottom of the3 page, "Omaha of course has Warren Buffet and4 Chicago has Sam Zell. And along with Warren,5 I think it is fair to say, in our generation,6 these are probably two of the greatest7 investors that we have seen."8 Do you see that?9 A. I do, yeah.10 MR. GLAZER: Objection to form.11 Q. Do you remember having expressed12 that sentiment at any time in the past?13 A. No, no.14 Q. Do you agree with that sentiment15 sitting here today?16 A. Do I agree with that sentiment17 sitting here today? Do I agree with that18 sentiment sitting here today?19 Well, this didn't turn out to be20 such a good investment. But I still think he21 is one of the greatest investors that we have22 seen, yes.23 Q. Did the experience with Tribune24 affect your view of his skills as an investor?25 A. Yes.page 211 J. LEE2 Q. Negatively?3 A. Not positively.4 Q. Do you know how many deals that5 Mr. Zell has been involved in --6 A. No.7 Q. Actually, you have to let me finish8 my question.9 A. I am sorry, I thought you were done.10 Q. That's OK.

10/3/2011 3:23 PM 4

Page 5: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation11 Do you know how many deals that Zell12 has been involved in that JPMorgan has also13 been involved in?14 A. No.15 Q. Do you know if it is more than one?16 A. I have no idea. I have no idea how17 many.18 Q. Do you know whether Tribune was the19 first Zell deal that JPMorgan was involved in?20 A. I'm sure it wasn't.21 Q. But other than that, you couldn't be22 more precise about --23 A. No.24 Q. -- how many?25 A. No.page 221 J. LEE2 Q. Do you know if it is more than five?3 A. I have no idea.4 Q. Would you say your relationship with5 Mr. Zell has been helpful to you in your6 career?7 MR. GLAZER: Objection to form.8 You may answer.9 THE WITNESS: What should I do?10 MR. GLAZER: When I object, you can11 answer unless I instruct you.12 A. No, not particularly, no.13 Q. You're familiar with the Tribune14 transaction, correct, generally?15 A. I -- a little, yes.16 Q. And you're aware that it closed in17 two steps?18 A. My memory has been refreshed19 accordingly, yes.20 Q. Do you know whether JPMorgan was a21 Tribune shareholder at the time step one of22 the transaction closed?23 A. I have no idea.24 Q. Do you know if it was Tribune25 shareholder at the time step two closed?page 231 J. LEE2 A. I have no idea.3 Q. Were you personally a Tribune4 shareholder at the time either of those steps5 closed?6 A. No.7 Q. Do you know Mark Shapiro?8 A. I know a Mark Shapiro. Could you be9 more specific?10 Q. Do you know Mark Shapiro who was on11 the board of directors of Tribune?12 A. Oh. That Mark Shapiro. I've met13 him. I think I have met him.14 Q. In what capacity did you meet him?15 A. I don't even remember.16 Q. Do you remember when you met him?17 A. No.18 Q. Do you know Frank Wood?19 A. No. I don't -- no.20 Q. Jeff Berg?21 A. Jeff Berg?22 Q. Also members of the board of23 directors of Tribune?24 A. I don't know if I do.25 Q. Did you have a role in thepage 241 J. LEE2 structuring of the Tribune leveraged buyout?3 A. No.

10/3/2011 3:23 PM 5

Page 6: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation4 Q. Did you have a role in bringing that5 business to JPMorgan?6 A. I don't recall.7 (Exhibit 3, document Bates stamped8 JPM 209665 marked for identification, as9 of this date.)10 Q. So you have been handed a document11 marked as Lee Exhibit 3, Bates number JPM12 209665. It is an e-mail exchange among you13 and Peter Cohen. Do you see that, an e-mail14 January 17 and another January 18?15 A. OK.16 Q. Who is Peter Cohen?17 A. He was a client manager. He was a18 banker.19 Q. And as of January 17, 2007, was20 Mr. Cohen involved with the media investing21 group?22 A. I have no idea.23 Q. Did Mr. Cohen report to you at this24 time?25 A. No.page 251 J. LEE2 Q. Do you know who he reported to?3 A. No.4 Q. As of January 17, 2007, what's your5 recollection of the extent to which JPMorgan6 was involved at all in any potential7 transaction involving Tribune?8 A. I just don't remember.9 Q. You can see Mr. Cohen writes to you10 on January 17, "Jimmy, two things I would like11 to speak to you about; one, Tribune bids are12 in and it is only Burkle/Broad with a crazy13 structure that I can't imagine the board14 taking."15 Do you see that?16 A. Um-hm.17 Q. I am sorry, you have to answer yes18 or no?19 A. Yes, I do.20 Q. It is for the transcript.21 A. OK.22 Q. Do you have an understanding as to23 who he is referring to with Burkle/Broad?24 A. No.25 Q. Do you have a recollection of himpage 261 J. LEE2 referring to a crazy structure for the3 proposed Tribune transaction?4 A. No, no.5 Q. Do you remember him telling you what6 he meant about being prepared for the shoe to7 drop?8 A. No.9 Q. Do you remember having a follow-up10 conversation about this e-mail at all?11 A. No.12 Q. It says, "I have an idea for Jack on13 the NYT that I want to run by you."14 Do you know who he is referring to15 as Jack?16 A. No.17 Q. And I am sorry, it is hard to get18 used to sometimes, let me finish my question19 and then you give the answer.20 A. OK.21 Q. Otherwise, it is very hard for her22 to take it take it down.

10/3/2011 3:23 PM 6

Page 7: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation23 Who is Bill Bergman?24 A. I don't know.25 (Exhibit 4, document Bates stampedpage 271 J. LEE2 JPM 290432 marked for identification, as3 of this date.)4 Q. OK, you have been handed a document5 that has been marked as Lee Exhibit 4. It is6 an e-mail dated January -- or an exchange on7 January 29 that involves -- sorry, withdraw8 that.9 Do you know who Jennifer Nason is?10 A. May I read all this first or no?11 Q. Sure, if you would like to,12 absolutely.13 A. I thought you wanted me to, no?14 Q. No, only to the extent that you feel15 like you need to to answer questions or if you16 feel like you need too before I ask questions?17 A. If you are going to hand it to me,18 I'll probably read it if that's OK.

[27:19] - [91:25] 3/4/2011 Lee, James with Video and Exhibitspage 2719 Q. Sure, that's fine.20 A. OK.21 Q. So you have had a moment to review22 the document?23 A. Um-hm, yes.24 Q. And do you know who Jennifer Nason25 is?page 281 J. LEE2 A. Yes.3 Q. Who is Jennifer Nason?4 A. She runs the TMT practice.5 Q. What's the TMT practice?6 A. Technology, media,7 telecommunications.8 Q. And do you see there is an e-mail9 from Peter Cohen to Ms. Nason at about10 p.m. at the bottom of the page?11 A. Um-hm, um-hm.12 Q. It says, "Called Jamie and told him13 he could not offer to help Trib now but that14 we would be their sale process fell through15 because of conflict decision." Do you see16 that?17 A. Yes.18 Q. Do you know what's being referred to19 with respect to the conflict decision in20 relation to Trib?21 A. No, no.22 Q. Are you aware of there being any23 conflict issues surrounding JPMorgan's24 representation of Tribune in or around this25 period of time?page 291 J. LEE2 A. No.3 (Exhibit 5, document Bates stamped4 JPM 233162 marked for identification, as5 of this date.)6 Q. Mr. lee, you have been handed a7 document marked Lee Exhibit 5, Bates number8 JPM 233162, the e-mail exchange dated February9 1, 2007.10 MR. STEEN: Do you have any extra11 copies?

10/3/2011 3:23 PM 7

Page 8: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation12 MR. HURLEY: This is first one where13 we have needed more than seven.14 A. Would you like me to read it?15 Q. Again, only if you want to. I was16 going to ask you some questions and if you17 need to read them to answer them, that's fine.18 A. Everything you give me, I will read.19 Q. OK, go ahead, please.20 A. OK.21 Q. I want to refer to you your e-mail22 to Messrs. Lett and Baccile. I am going to23 try to pronounce that.24 Do you recognize those names, sir?25 A. Yes.page 301 J. LEE2 Q. Who is Mr. Lett?3 A. He is an officer in the company.4 Q. What is his title in the company?5 A. I don't know.6 Q. Do you know what part of the company7 he works in?8 A. I don't.9 Q. What about Mr. Baccile, who is he?10 A. Also an officer in the company. He11 is in our real estate group.12 Q. Do you know, having reviewed this13 document, sir, whether the e-mail related to14 Tribune?15 A. Could you repeat the question,16 please.17 Q. Sure. You say, "Spoke to Sam.18 Certainly is still a big negative to him.19 Said SEC whether take four months to review.20 Problem." Do you know what you were referring21 to --22 A. I do not.23 Q. -- in that? OK.24 And who is Steven Roth?25 A. Steven Roth runs Vornado.page 311 J. LEE2 Q. And Mr. Fascitelli?3 A. He is Roth's partner at Vornado.4 (Exhibit 6, Court Exhibit Bates5 stamped JPM 293615 marked for6 identification, as of this date.)7 Q. Mr. Lee, please take a moment to8 read this document. It is JPM 293615, a9 one-page e-mail exchange between you and10 Ms. Nason. And when you're -- when you have11 read the document, please let me know and I12 have a couple of questions for you about it.13 A. OK.14 Q. Do you remember receiving this15 e-mail from Ms. Nason on or around February 1616 of '07?17 A. No.18 Q. And she writes, "We have been asked19 formally to join the financing for Zell's bid20 for Trib. ML and Citi doing staple so we21 would be added as a third."22 Do you see that?23 A. I do.24 Q. Do you remember when you first25 learned that Mr. Zell was going to askpage 321 J. LEE2 JPMorgan to assist it in a Trib bid?3 A. No.4 Q. Do you have an understanding of what

10/3/2011 3:23 PM 8

Page 9: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation5 Ms. Nason was referring to when she said Citi6 and ML were doing the staple?7 MR. GLAZER: Objection to form.8 A. I understand what the word means.9 Q. And what does that word mean to you10 in this context?11 A. That it sounds like they have an M&A12 role and they are going to have a financing13 role.14 Q. It says, "Have cleared conflicts,15 but want to make sure you were OK given News16 situation."17 Do you see that?18 A. I do.19 Q. What was the News situation in or20 around February 16 of '07?21 A. I don't remember.22 Q. Was JPMorgan involved in the News23 transaction with the Wall Street Journal?24 A. Was JPMorgan involved with the News25 transaction -- yes.page 331 J. LEE2 Q. Was that in or around this period of3 time?4 A. I don't remember.5 Q. Were you involved in the Wall Street6 Journal transaction?7 A. Yes.8 Q. What was your role very briefly?9 A. I was advisor to NewsCorp.10 Q. Does that refresh your recollection11 as to whether or not that might have been the12 News situation that she is talking about?13 A. No, no, it doesn't.14 Q. Do you remember ever seeking to15 clear conflicts between a JPMorgan16 representation following Mr. Zell and Trib and17 the News?18 A. No.19 Q. You write back on the same day,20 "Jennifer, we can tell them yes, but it is21 subject to getting OK from News."22 Do you see that?23 A. Yes.24 Q. Refresh your recollection about25 whether or not you sought the OK from News?page 341 J. LEE2 A. It really doesn't.3 (Exhibit 7, document Bates stamped4 JPM 502454 through 55 marked for5 identification, as of this date.)6 MR. HURLEY: I was going to hand it7 to him. I know he is not comfortable8 unless he reads the whole thing and I'm9 not sure he needs to read the whole thing10 on this one.11 MR. GLAZER: OK.12 Q. So I am going to hand you Lee13 Exhibit 7, a string of e-mails. It is a14 two-page document, so if you are going to want15 to read it, you are going to want to start on16 the back, I believe. It is JPM 502454 to 55.17 A. OK.18 Q. OK. I would like to start with the19 Nason e-mail to you at 2:10 p.m. which is on20 the other side of the exhibit.21 A. Um-hm.22 Q. And the second sentence of that23 e-mail, she says, "David has call in to Nallen

10/3/2011 3:23 PM 9

Page 10: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation24 to let him know that we actually already have25 multiple financing trees on this."page 351 J. LEE2 Do you see that?3 A. I do.4 Q. Is that the name of a person,5 Nallen?6 A. Yes.7 Q. Who is that?8 A. He is an officer in the NewsCorp.9 Q. And you wrote back, "You know how10 big the account is, Jennifer. Let's not get11 ahead of ourselves. Get David to call again.12 This company will probably be for sale three13 months from now."14 Do you see that?15 A. Yes.16 Q. Do you have an understanding of what17 you were referring to when you said, "The18 company will probably be for sale three months19 from now"?20 A. No.21 Q. At this point in time, did you have22 any reason to believe that Tribune would be23 subject to another transaction in the near24 future?25 A. No.page 361 J. LEE2 (Exhibit 8, document Bates stamped3 JPM 232255 marked for identification, as4 of this date.)5 Q. You have been handed a document that6 has been marked Lee 8, Bates number JPM 2322557 and it is an e-mail exchange on 2/20/2007.8 First e-mail in this string is at 9:42 a.m.9 And just tell me when you are ready to answer10 some questions regarding the document.11 A. I'm ready.12 Q. Directing your attention to the13 e-mail from you to Ms. Nason and Mr. Dimon at14 9:42 a.m. You write, "Sam called me this a.m.15 to say ML was done on the financing and Citi16 has whiffed."17 Is it your understanding that18 reference to Sam is to Sam Zell?19 A. I would think it has to be based on20 the subject of the e-mail.21 Q. Zell/Trib?22 A. Yes.23 Q. And in reference to a transaction24 involving Tribune, is that also your25 understanding?page 371 J. LEE2 A. It looks that way, yes.3 Q. Do you have any independent4 recollection of that?5 A. No.6 Q. And do you remember what Mr. Zell7 told you about his belief that -- I am sorry,8 withdraw that.9 Do you have an understanding of what10 you meant when you wrote, "Citi has whiffed"?11 A. No.12 Q. When you say, "If we move faster, we13 will share it with ML." That's Merrill Lynch?14 A. I assume so. I don't know.15 Q. Was JPMorgan interested in sharing16 the deal at this point in time?

10/3/2011 3:23 PM 10

Page 11: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation17 A. I don't recall.18 Q. And there is a reply -- actually, I19 am sorry, another e-mail from you at20 a.m. where you write, "Sam had taught Kaplan21 from ML Advisory. Call me to say if we can do22 the Broad/Burkle financing, but we would be in23 good shape here." EX 8.24 Do you see that?25 A. Yes.page 381 J. LEE2 Q. Does that refresh your recollection3 at all as to who Broad/Burkle may be?4 A. No.5 By the way, on that last question, I6 do know Burkle. I know -- you asked me -- you7 didn't ask me about the financing or that8 issue. You asked me did I know them -- at9 least I thought that was the question.10 If you would like to rephrase it. I11 wouldn't mind reanswering it because I want to12 make sure I answer it correctly.13 Q. Thank you. So first of all, you14 said you do know Burkle?15 A. Yes.16 Q. Who is Burkle?17 A. I am assuming it's Ron Burkle and18 that's as far as -- I just wanted to clarify19 that for you.20 Q. Thank you. Have you done work with21 Ron Burkle in the past?22 A. I don't remember. If I did, it23 would have been a really long time ago.24 Q. Are you aware of Mr. Burkle having25 an entity or an associate called "Broad"?page 391 J. LEE2 A. No.3 Q. So does this refresh your4 recollection, the e-mail we were looking at a5 moment ago which was Exhibit 8, as to the6 role, if any, that Mr. Burkle had in7 connection with Tribune?8 A. No.9 Q. Just to be clear, do you have any10 recollection of Mr. Burkle having a role in a11 potential Tribune transaction?12 A. No.13 (Exhibit 9, document Bates stamped14 JPM 222630 marked for identification, as15 of this date.)16 Q. You have been handed a document17 marked Lee 9. It is JPM 222630. The e-mail18 exchange is dated February 20, 2007. When19 you're ready let me know, I have got a couple20 of questions.21 A. OK.22 Q. Do you see in the e-mail from23 Ms. Nason to, among others, it looks like you.24 By the way, you recognize that as your e-mail25 address, Mr. Lee?page 401 J. LEE2 A. I don't, but that's me.3 Q. OK. Ms. Nason writes in the4 second-to-last line of the e-mail, "Right now,5 Zell's deal is by the most attractive deal6 structure that has emerged over the last six7 months," and maybe she meant to say "by far"8 and left out the "far," but in any case, do9 you remember seeing this e-mail, sir?

10/3/2011 3:23 PM 11

Page 12: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation10 A. No.11 Q. Do you remember discussing any of12 the topics addressed in the e-mail?13 A. No.14 Q. Do you remember what the Zell deal15 structure was that was being proposed in or16 around February 20, 2007 for Tribune?17 A. No.18 Q. The second sentence of her e-mail19 reads, "We are meeting with credit at 3 p.m.20 today to get approval. Linneman, Casey, et21 al." Do you see that?22 A. Yes.23 Q. Is there a person named Linneman24 that works at JPMorgan to your knowledge? Or25 did at this time?page 411 J. LEE2 A. Yes, there was, yes.3 Q. And what was that person's role at4 JPMorgan?5 A. I don't remember.6 Q. Did they work in the credit group?7 A. I have no idea.8 Q. What about Mr. or Ms. Casey? Do you9 remember a person named Casey working at this10 time?11 A. Yes.12 Q. At this time?13 A. Yes.14 Q. Do you know whether it was a man or15 woman?16 A. It's a man.17 Q. Do you know what Mr. Casey's role18 was at JPMorgan at this time?19 A. He is in our high yield group.20 Q. Do you remember having any21 discussions with Ms. Nason or anyone else on22 or around the date of this e-mail concerning a23 meeting with credit in relationship to the24 Tribune transaction?25 A. No.page 421 J. LEE2 Q. What is the I guess the name of the3 credit group at JPMorgan? Is there a --4 A. I have no idea.5 Q. Does the credit group report to you6 ultimately?7 A. No.8 Q. Does either Ms. -- does Ms. Nason9 report to you?10 A. No.11 Q. What about Mr. Linneman or12 Mr. Casey?13 A. No and no.14 Q. Do any of those people report to, I15 guess, underlings of you?16 A. No.17 Q. She writes, "We have also found a18 way to deal with the existing debt at Trib in19 an efficient manner."20 Do you see that? I am sorry, it is21 the starts on the third line.22 A. Yes, yes, I do.23 Q. Do you have any recollection of24 discussions about having to deal with existing25 debt at Trib?page 431 J. LEE2 A. No.

10/3/2011 3:23 PM 12

Page 13: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation3 (Exhibit 10, document Bates stamped4 JPM 293621 marked for identification, as5 of this date.)6 Q. I have handed you a document that7 has been marked as Lee 10, JPM 293621, an8 e-mail exchange between you and Mr. Dimon9 dated February 22, 2007.10 Tell me when you're ready and I will11 ask you a couple of questions about this.12 A. I'm ready.13 Q. OK, first of all, is this one of the14 e-mails that you reviewed with counsel, sir,15 in preparation --16 MR. GLAZER: Objection, we are not17 going to let him testify about what we18 showed him as part of his preparation. We19 take a view that that's work product and20 privileged.21 MR. HURLEY: Even if it refreshed22 his recollection?23 MR. GLAZER: You can ask him if his24 recollection is refreshed in any way by25 seeing this, but not whether I showed itpage 441 J. LEE2 to him.3 He already told you nothing he saw4 this morning refreshed his recollection.5 He told you that earlier.6 Q. OK. So have you seen this document7 before today, sir? Other than in -- subject8 to your --9 MR. GLAZER: Before today?10 MR. HURLEY: Yes.11 A. I don't know. I don't remember12 honestly. I was giving you my honest answer.13 Q. Thank you.14 You are writing to Mr. Dimon who at15 this time was the CEO of the bank?16 A. I don't recall what his title was17 then.18 Q. You reported to him at this time19 though still?20 A. Yes.21 Q. And you write, "Jamie. Maggie is22 coming to the conference. CEO of Citizen's23 Communications. Role, access lines, and will24 be on Frank's panel."25 Do you see that?page 451 J. LEE2 A. Yes.3 Q. First, do you know, have an4 understanding of who you are referring to as5 Frank in this sentence?6 A. I don't. I would just be guessing.7 Q. If you have -- I don't want to you8 speculate. If you have an informed belief as9 to who you might have been referring to?10 A. I don't. It would just be a guess.11 Q. And you write, "She is an old friend12 of Zell's and if he wins Trib, he is going to13 put her on the board and wants her to be the14 CEO."15 Do you see that?16 A. Yes.17 Q. What was the basis for your belief18 that she was, Ms. Wilderotter was an old19 friend of Zell's?20 A. She must have told me that.21 Q. Did Mr. Zell tell that you?

10/3/2011 3:23 PM 13

Page 14: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation22 A. I don't recall. I don't recall23 either of them telling me that.24 Q. And what was the basis for your25 statement that if Mr. Zell wins Trib, he ispage 461 J. LEE2 going to put her on the board and wants her to3 be the CEO?4 A. I don't remember.5 Q. Do you remember any conversations --6 A. No, I really don't.7 Q. -- with Mr. Zell or8 Mr. Wilderotter -- Ms. Wilderotter?9 A. No.10 Q. -- about her possibly being CEO of11 Tribune?12 A. No.13 Q. Do you remember discussing that14 topic with anyone?15 A. No.16 Q. And at this time, February of 2007,17 did you have a personal relationship with18 Ms. Wilderotter?19 Let me withdraw that. Did you have20 a relationship of any kind with21 Ms. Wilderotter?22 A. Yes, a professional relationship.23 She is a client.24 Q. The company that she is the CEO of25 does some business with JPMorgan?page 471 J. LEE2 A. Yes.3 Q. For how long have you known Ms.4 Wilderotter?5 A. I don't -- I couldn't really give6 you an exact answer to that. But I have known7 her for years, if that's helpful.8 Q. Would you say more than five years?9 A. I don't know. It would be10 approximate. Approximately like that. I just11 really don't know. I don't want to hazard a12 guess.13 Q. Do you remember how much business14 JPMorgan had done with Ms. Wilderotter's15 company?16 A. Not -- no, not precisely, no.17 Q. Were you involved in any18 transactions with that company on behalf of19 JPMorgan?20 A. I knew the company. And I knew her.21 Q. OK. How did you know her?22 A. In her role as CEO of the company.23 Q. And is that because you were24 involved in transactions that her company --25 A. I don't remember being involved inpage 481 J. LEE2 any transactions with them, but I did know3 her, and, you know, do know the company.4 Q. You also say at the end, "Keep this5 to yourself, partner."6 A. Um-hm.7 Q. Do you see that?8 A. Yes.9 Q. Was there a reason that you felt10 that that it was important that that11 information be confidential?12 A. I can see that I wanted it to be13 confidential, but I don't remember why. Or14 the event or anything like that.

10/3/2011 3:23 PM 14

Page 15: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation15 (Exhibit 11, document Bates stamped16 JPM 213638 marked for identification, as17 of this date.)18 Q. Again whenever you're ready, just19 tell me.20 A. OK.21 Q. So you have been handed Lee Exhibit22 11, Bates number, JPM 213638 and the -- it is23 an e-mail exchange, the first one from24 Mr. Bartter to you and others dated 2/26/200725 at 1:51 p.m.page 491 J. LEE2 First of all, who is Mr. Bartter?3 A. He is an officer in our company.4 Q. As of February 2007, what was his5 role in the company?6 A. I don't remember his exact role.7 Q. So you see his title is identified8 here as vice chairman? Do you see that at the9 bottom?10 A. Yes.11 MR. GLAZER: Of JPMorgan Securities12 Inc.13 MR. HURLEY: Correct.14 MR. GLAZER: There are different15 entities at JPMorgan, for your16 information.17 A. Just a point of clarification. You18 asked me at the very beginning, how many vice19 chairmen are there. We use the title20 throughout the organization, including, in21 this case, for JPMorgan Securities, as well as22 for JPMorgan Chase, the holding company.23 I am vice chairman of the holding24 company and that was the question I was25 answering. And I don't know if there ispage 501 J. LEE2 another one. Bill Daley was, but he is no3 longer with us.4 MR. GLAZER: Whatever happened to5 Mr. Daley? Never mind.6 Q. I hope that just means he left the7 company.8 A. He has gone on to bigger things.9 And so this gentleman here, we use10 this title in our investment bank and multiple11 places. I'm just trying to give you12 clarification in case if you ask me this13 question multiple times.14 Q. I appreciate that.15 A. So it is not the same title is my16 point.17 Q. Thank you. Do you remember whether18 Mr. Bartter had a role in the Tribune19 transaction?20 A. Having read these e-mails, yes.21 Q. Do you remember what Mr. Bartter's22 role was?23 A. Chicago-based banker.24 Q. Do you know who the leader of the25 team was that handled the Zell transaction?page 511 J. LEE2 A. No.3 MR. GLAZER: Objection to form.4 You may answer.5 A. I am sorry. No.6 Q. Do you know who was on the team?7 A. I know Bartter was from reading

10/3/2011 3:23 PM 15

Page 16: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation8 these e-mails.9 Q. Can you think of anyone in addition10 to Mr. Bartter that was on the team?11 A. No.12 Q. You see Mr. Bartter writes to you,13 "Mr. Dimon" -- and I am sorry, I have to ask14 you who is Mr. Brownstein and what was his15 role at the time?16 A. He was a senior, very senior17 investment bank executive.18 Q. Was he someone who reported to you?19 A. No.20 Q. I want to direct your attention to21 the sentence that begins with the word22 "Apparently" on the fourth line of23 Mr. Bartter's e-mail. "Apparently, in this24 situation, given the failed auction of the25 company and extremely strained board dynamics,page 521 J. LEE2 management is potential less able than normal3 to direct the outcome here."4 Do you see that sentence?5 A. Um-hm, yes.6 Q. Do you have a recollection or an7 understanding of what the reference to the8 "failed auction of the company" is here?9 A. No.10 Q. There is a sentence four lines down,11 it says, "The Zell team is looking to remove12 any impediments to their offer. Not being13 perceived as fully baked."14 Do you see that?15 A. Yes.16 Q. Do you have any recollection of any17 concern that the Zell offer at this time was18 not viewed as fully baked?19 A. No.20 Q. Or incomplete?21 A. No.22 Q. Do you remember what the Zell offer23 was at this point in time?24 A. No.25 (Exhibit 12, document Bates stampedpage 531 J. LEE2 SC TRIB 1946 and 47 marked for3 identification, as of this date.)4 Q. You have you have been handed a5 document, Lee 12, SC TRIB 1946 through 47. It6 is an exchange or string of e-mails, I should7 say, February 11, 2010, including an e-mail8 exchange between you and Ms. Wilderotter, and9 when you have had a moment to read the10 document, let me know and I will ask you a11 couple of questions about it.12 A. OK.13 Q. I want to direct your attention to14 the first e-mail in the string, 11:18 a.m.,15 from Ms. Wilderotter to you.16 Prior to today, excluding your17 meeting with counsel, have you seen this18 document before? Do you remember having seen19 this document before?20 A. No.21 Q. You can see that Ms. Wilderotter is22 indicating that Eddy Hartenstein, publisher of23 the L.A. Times, would love to speak with Jamie24 or you for a few minutes about the Tribune25 company and his thoughts on company'spage 54

10/3/2011 3:23 PM 16

Page 17: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation1 J. LEE2 prospects, leadership, et cetera."3 Do you see that?4 A. Yes.5 Q. Did you have a conversation with6 Mr. Hartenstein after this e-mail was sent to7 you?8 A. I don't remember.9 Q. Did Mr. Hartenstein -- did you know10 him at this time?11 A. Yes, I know him.12 Q. How do you know him?13 A. You know, I don't really remember,14 but I do know him.15 Q. At the time of this e-mail, do you16 remember about how long you had known17 Mr. Hartenstein?18 A. No, I don't. It was just a familiar19 name to me.20 Q. You indicate in the next e-mail21 that, you say, "I know Ed from a few prior22 lives"?23 A. Yes.24 Q. "And will give him a call."25 Do you remember which life or livespage 551 J. LEE2 you knew him from?3 A. No, I don't. I really don't.4 Thirty-six years on Wall Street. OK.5 Q. Sure. Do you remember, did6 Mr. Hartenstein ever telling you that he was7 interested in the job of CEO of Tribune?8 A. No.9 Q. Do you know whether he was10 interested in the job of CEO of Tribune?11 A. I don't remember.12 Q. Ms. Wilderotter signs off her13 e-mail, "Your friend who is always looking out14 for JPM."15 Do you see that? I am sorry, back16 of the document.17 A. Yes.18 Q. And was it your view at the time you19 got this e-mail that her putting you in touch20 with Mr. Hartenstein would be a way of looking21 out for JPM?22 A. No, I don't even remember this.23 Q. Is it your perception that24 Ms. Wilderotter made it her practice to look25 out for JPMorgan?page 561 J. LEE2 A. I wouldn't have said that. I3 wouldn't agree with that, no. She is one of4 those people who tries to help other people.5 That much I can tell you.6 Q. Including JPMorgan?7 A. Yeah. I mean, she is a client. Her8 company is a client.9 (Exhibit 13, document Bates stamped10 JPM 246282 and 83 marked for11 identification, as of this date.)12 Q. You have been handed Lee 13 and it13 is a two-page, double-sided document, JPM14 2446282 -- sorry, 246282 to 3, e-mail exchange15 including you and others, March 1 of 2007.16 Let me know when you have had a moment to17 review the document, please.18 A. OK. Yes.19 Q. I refer your attention to the

10/3/2011 3:23 PM 17

Page 18: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation20 p.m. e-mail from Mr. Bartter to Mr. Kapadia,21 cc'd to some people including you.22 Mr. Bartter writes, "Latest from Sam23 tonight is he thinks they have a 65 percent24 chance to prevail. He was quite positive.25 Effort now is to eliminate any issues thepage 571 J. LEE2 special committee could perceive as3 impediments to closing with Sam as opposed to4 self-help."5 Do you see that?6 MR. GLAZER: Objection.7 A. Yes.8 Q. What's the objection?9 MR. GLAZER: You misread it.10 Q. Do you have an understanding,11 sitting here today, what the reference to12 "self-help" is with respect to Tribune?13 A. No.14 Q. And you write back, 6:44 a.m. on15 March 1, "Some of our folks have a close16 relationship with the head of the special17 committee as you probably know, Brit."18 Do you see that?19 A. Yes.20 Q. Who was the head of the special21 committee at this time?22 A. I don't remember.23 Q. Do you remember knowing that there24 were JPMorgan personnel that had relationships25 with any members of the special committee atpage 581 J. LEE2 this time?3 A. Could you repeat that question,4 please.5 Q. Sure. Can you read it back6 actually.7 (Record read)8 A. No, I don't think so.9 Q. Sitting here today, are you able to10 identify any of the members of the special11 committee?12 A. No.13 Q. Do you remember whether around this14 time, anybody from JPMorgan contacted anyone15 from the special committee to discuss16 Mr. Zell's bid?17 A. No.18 Q. At the top of the page, there is an19 e-mail from Mr. Bartter back to you. It says,20 "Thanks Sam. Knows Osborne, too, and I do21 also."22 Do you see that?23 A. Yes.24 Q. Do you know who the reference to25 Osborne is?page 591 J. LEE2 A. It is vaguely familiar, but I really3 don't.4 Q. In what regard is it familiar?5 A. It is just a familiar name to me,6 but I don't -- I didn't even know who it is.7 (Exhibit 14, document Bates stamped8 JPM 3534676 through 78 marked for9 identification, as of this date.).10 Q. Do you know someone named Jeff Sell?11 A. Jeff -- spell the last name for me.12 Q. S-E-L-L?

10/3/2011 3:23 PM 18

Page 19: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation13 A. Yes.14 Q. Who is Mr. Sell?15 A. If it is the Jeff Sell I know, he16 was in one of our workout groups.17 Q. Did Mr. Sell report to you?18 A. No.19 Q. Do you know someone named Brian20 Sankey?21 A. Yes.22 Q. Who is Mr. Sankey?23 A. He is one of our credit guys.24 Q. And to your knowledge, were Mr. Sell25 or Mr. Sankey involved in the Tribunepage 601 J. LEE2 transaction?3 A. I have no idea.4 Q. I am going to hand you a document5 marked Lee Exhibit 14. It is pretty long.6 You're welcome to read the whole thing if you7 wish, although I am not going to ask you8 questions about the whole thing.9 A. I'm going to read it.10 Q. OK.11 A. As promised. By the way, can I --12 Q. I won't try to stop you.13 A. Can I take a break, just a bathroom,14 is that cool?15 Q. Any time.16 THE VIDEOGRAPHER: This concludes17 tape number 1. The time is 12:03 p.m. we18 are off the record.19 (Recess)20 THE VIDEOGRAPHER: This begins tape21 number 2. The time is 12:11 p.m., we are22 back on the record.23 Q. Feel free to continue reading the24 document, sir, until you're ready to answer a25 couple of questions. Let me know.page 611 J. LEE2 A. OK.3 Q. Mr. Lee, what is the JPMorgan Chase4 special credits group?5 A. It was workout group.6 Q. And that's the group that Mr. Sell7 was part of at this time?8 A. I'm assuming, yes.9 Q. And there is a group at JPMorgan10 called credit risk, is that right?11 A. I don't know.12 Q. Do you know whether Mr. Sankey --13 withdraw that.14 A. Sankey is a credit guy.15 Q. And was he the head of the credit16 group?17 A. I don't know.18 Q. Do you know whether at any time he19 was the head of JPMorgan credit group?20 A. I don't know.21 Q. I am going to refer you to the22 second page of the exhibit. It is at the end23 of the e-mail with Mr. Sell. I should ask24 you, first of all, do you remember ever having25 seen the e-mail that begins on the first page,page 621 J. LEE2 9:59:47 p.m. between Mr. Sell and Mr. Sankey3 before today excluding your meeting with4 counsel?5 A. No.

10/3/2011 3:23 PM 19

Page 20: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation6 Q. I am referring you to the second7 page of the exhibit. Near the end of the8 e-mail, there is a sentence that begins, "I've9 told the team I'm not comfortable approving10 the new structure for the reasons cited, but11 would understand if senior management wanted12 to do this to further the Zell relationship."13 Do you see that?14 A. Yes.15 Q. Were you aware on or around March 2816 or thereafter that Mr. Sell had indicated he17 was not comfortable approving the structure18 proposed by Mr. Zell for the transaction?19 A. No.20 Q. Did you ever have any discussions21 concerning that issue with anyone at JPMorgan?22 A. No.23 Q. Did you ever discuss the Tribune24 transaction with Mr. Sell at all?25 A. I don't remember.page 631 J. LEE2 (Exhibit 15, document Bates stamped3 JPM 293631 marked for identification, as4 of this date.)5 Q. You have been handed a document6 marked Lee 15, JPM 293631, an e-mail exchange7 between you and Mr. -- e-mail from you to8 Mr. Dimon, forwarded by Mr. Dimon, March 29,9 2007. Please let me know when you have had a10 moment to review this document.11 A. OK.12 Q. Do you have an understanding of who13 the Dennis is you are referring to here?14 Dennis Fitzsimons?15 A. I don't.16 Q. Is it your recollection that at or17 around the time of this e-mail or -- sorry, at18 the time of this e-mail, March 29, '07,19 Mr. Fitzsimons was the CEO of Tribune?20 A. Are you telling me or asking me?21 Q. Asking if you knew that at the time22 of this e-mail?23 A. No, I just don't remember.24 Q. And it says --25 A. I remember he was the CEO of thepage 641 J. LEE2 company though.3 Q. It says Dennis winds up ... takes4 the shot ... whoa baby ... Dimon ... kicksave5 and a beauty ... the cagey vet, Jamie Dimon,6 reaches deep and saves the game for the home7 team."8 Do you see that?9 A. Yes.10 Q. Do you have a recollection of11 referring to what Mr. Dimon having done that12 saved the game for the home team?13 A. No.14 Q. Do you have an understanding of who15 "the home team" is in this e-mail?16 A. No.17 Q. Do you have a recollection of18 someone winding up and taking a shot that19 Mr. Dimon responded to?20 A. I don't remember the e-mail, I don't21 remember the situation.22 I like the e-mail though.23 (Exhibit 16, document Bates stamped24 JPM 291324 through 25 marked for

10/3/2011 3:23 PM 20

Page 21: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation25 identification, as of this date.)page 651 J. LEE2 Q. You have been handed another e-mail3 string, JPM 291324 to 25, e-mail exchange4 including March 30, 2007, among a number of5 people, with respect to some of them including6 you. Let me know when you are ready for me to7 ask some questions about this document.8 A. OK.9 Q. Let's start at the beginning e-mail10 from you to Mr. Dimon 6:26 p.m. on March 30,11 2007, are you there?12 It says, "Jamie, I just spoke to Sam13 and they are asking for another 50 cents a14 share."15 Do you have a recollection of16 Tribune seeking to get another 50 cent as17 share from Mr. Zell?18 A. No, no.19 Q. And then in the e-mail, 7:55 p.m. on20 the same page, you write, "Jamie, Sam just21 called me looking for ways to finance the22 bump. I told him he might hear from you."23 Do you see that?24 A. Yes.25 Q. Do you have an understanding orpage 661 J. LEE2 recollection of what you are referring to when3 you said Mr. Zell is looking for ways to4 finance the bump?5 A. I'm assuming he is referring to the6 prior e-mail. I mean, I am referring to the7 prior e-mail. But I don't remember it.8 Q. If you turn to the first page of the9 exhibit, flip it over, e-mail from Andrew10 O'Brien and to you and Patricia Deans?11 A. Yes.12 Q. Who is Andrew O'Brien?13 A. Andrew is our senior syndications14 executive.15 Q. Is that the role he had in March of16 2007?17 A. I think so.18 Q. Who is Ms. Deans?19 A. She was a senior banker in our20 company.21 Q. To your knowledge, were Mr. O'Brien22 or Ms. Deans involved in the -- were they on23 the Tribune deal team?24 A. I don't know if they were on the25 deal team, but Andy, as a senior executive,page 671 J. LEE2 would have been looking after it.3 Q. Mr. O'Brien writes, "Majority4 probably has to come as equity as we have5 already screened rating agencies and right on6 the edge of minimum corporate ratings of B2.7 So probably tough to add more, if any, debt."8 Do you see that?9 A. Yes.10 Q. Do you have any recollection of11 knowing in or around this time that the12 Tribune debt was right on the edge of the13 ratings --14 A. No.15 Q. -- ratings downgrade?16 A. Excuse me, I am sorry, no.17 Q. You write back. "Thanks, guys.

10/3/2011 3:23 PM 21

Page 22: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation18 Let's be as helpful as we can, Jimmy."19 Do you see that?20 A. Yes.21 Q. Were you suggesting that you should22 be as helpful as you can to this particular23 client because it is a long-standing client?24 Do you have any recollection of what you meant25 when you wrote that sentence?page 681 J. LEE2 A. No.3 Q. If you look at the top e-mail on the4 same page, that's from Ms. Deans to5 Mr. O'Brien, reads, "How do you want to look6 at this? It is a lot of money, but we had to7 beg SP not to give us a neg. outlook."8 Do you see that?9 MR. GLAZER: You misread that. "Not10 a lot of money"?11 A. "Not a lot of money" is what she12 said.13 Q. "Not a lot of money but we had to14 beg SP not to give a neg. outlook."15 Do you see that?16 A. Yes.17 Q. Do you remember being aware around18 this time that it was neg. to I guess plead19 with or beg with Standard & Poors to get a20 rating that was not a negative outlook?21 A. No.22 Q. Do you remember having any23 discussions around that time about the ratings24 for the debt?25 A. No.page 691 J. LEE2 (Exhibit 17, document Bates stamped3 JPM 206685 through 86 marked for4 identification, as of this date.)5 Q. I am handing you a document marked6 as Lee Exhibit 17, JPM 206685 to 86, an7 exchange of e-mails on March 31, 2007.8 A. OK.9 Q. I refer you to the e-mail from10 Mr. Bartter to you and others. And who is11 Rajesh Kapadia?12 A. He's an executive in our13 syndications area.14 Q. Do you know who Mr. Kapadia reported15 to at this time?16 A. No.17 Q. Mr. Bartter writes that Bill Pate18 asked him to explore under what conditions JPM19 might be able to commit to Zell exclusively in20 the TRB deal?21 A. No.22 Q. Do you remember having any23 discussions about JPM committing exclusively24 on the deal?25 A. No.page 701 J. LEE2 Q. He writes, "As part of their3 response to the special committee today, they4 are contemplating building a little more deal5 protection than they currently have with the6 company."7 Do you recall any discussion of8 Zell group wanting more deal protection around9 this time?10 A. No.

10/3/2011 3:23 PM 22

Page 23: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation11 Q. Do you have any understanding as to12 why the Zell group might have been looking for13 more deal protection around this time?14 A. No.15 (Exhibit 18, document Bates stamped16 document Bates stamped JPM 70129 through17 30 marked for identification, as of this18 date.)19 Q. You have been handed Lee Exhibit 18.20 It is JPM 70129 to 30. When you are done21 reviewing it, let me know.22 A. OK.23 Q. Turn to the second page -- actually,24 do you know Yang Chen, have you heard that25 name before?page 711 J. LEE2 A. No.3 Q. Have you ever seen the document4 marked as 18?5 A. No, no.6 Q. Turn to the second page of the7 document. I refer you to the third square8 under the first bullet, the other side.9 A. Third square?10 Q. Of the other side?11 A. The other side.12 Q. Yes. It is confusing.13 "JPMorgan deal team's analysis14 indicates that the company will potentially15 fail the solvency tests pro forma for step 2."16 Do you see that?17 A. Yes.18 Q. Do you remember anywhere in the19 period between step 1 and step 2, June 4 to20 December 20 closings, advising you that the21 company had done an analysis of predicting22 that the company could -- sorry, withdraw23 that.24 Do you remember during that period25 of time, which is June 4 to December 20, 2007,page 721 J. LEE2 anyone from JPMorgan telling you that3 JPMorgan's deal team had done an analysis4 suggesting that the company, Tribune, would5 potentially fail solvency tests pro forma for6 step 2?7 A. No.8 Q. Do you recall that after the step 19 closing, or at any time, JPMorgan having10 difficulty syndicating the step 1 debt?11 A. No.12 Q. What was your involvement, if any,13 in the syndication of the step 1 debt?14 A. I don't, I don't recall, but I15 wouldn't have normally had any involvement.16 Q. Why wouldn't you normally have any17 involvement?18 A. Because I'm not in that group and19 there are many high paid people that are paid20 to be excellent in that job.21 Q. Would it be unusual for you even to22 monitor the syndication of that kind of --23 A. Yes, yes, it would be unusual for me24 to monitor any of these sorts of things.25 (Exhibit 19, document Bates stampedpage 731 J. LEE2 JPM 289232 through 34 marked for3 identification, as of this date.)

10/3/2011 3:23 PM 23

Page 24: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation4 Q. You have been handed Lee 22, JPM5 289232 to 34. It is a series of e-mails, some6 of which include you, on or around July 26,7 2007. When you are ready to answer some8 questions regarding this document.9 A. OK.10 Q. Would you describe yourself as11 having been on the Tribune deal team?12 A. No.13 Q. And so how would you describe your14 role with respect to the Zell Tribune15 transaction?16 A. How would I describe my role? One17 of the senior people in the company who knew18 Sam.19 Q. Kind of a relationship role?20 A. Yeah, yes.21 Q. And I am going to direct your22 attention to the 9:30 a.m. e-mail on Lee 22.23 It is from Mr. Kapadia to you, among others,24 and you see he writes, "Jimmy, For your25 meetings today with Sam Zell"?page 741 J. LEE2 A. Yes, got it.3 Q. "And Dennis Fitzsimons attaches an4 update and background on Tribune." And do you5 recall having a meeting with Mr. Zell and6 Mr. Fitzsimons on or around July 26 --7 A. No.8 Q. And do you have an understanding as9 to why Mr. Kapadia was providing you with the10 information in this e-mail? Did you request11 it?12 A. I don't remember.13 Q. See at the top of the last page of14 the exhibit, 234, 289234 is the Bates number.15 There is a hyphen says "Will step 2 happen16 given stock price, performance of covenants."17 Do you see that?18 A. Yes.19 Q. Do you remember at this time,20 July 26, 2007, there being a concern expressed21 by anyone at JPMorgan about whether step 2 of22 the transaction would happen?23 A. No.24 Q. Do you know if -- there is an e-mail25 a little later just 17 minutes later frompage 751 J. LEE2 Ms. Deans addressed to you and she is3 providing some information about the deal and4 she says in the third line, "The existing 5.55 TLB is now trading around 93. So it is6 obvious that you are totally under water on7 this underwrite."8 Do you see that?9 A. Yes.10 Q. Do you remember discussing with11 Ms. Deans or any other JPM personnel the12 underwrite for Tribune being under water at13 this time?14 A. No.15 Q. And sitting here today, do you have16 a recollection as to whether it was under17 water?18 A. No.19 Q. And the last line of the e-mail20 says, from Ms. Deans, says, "There is no doubt21 we are going to need to ask Zell for his help22 here to find a clearing deal."

10/3/2011 3:23 PM 24

Page 25: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation23 Do you see that?24 A. Yes.25 Q. What's your understanding of whatpage 761 J. LEE2 the meaning of a clearing deal is in this3 context?4 A. A transaction that clears the5 market.6 Q. And at this time, JPMorgan --7 JPMorgan had underwritten part of the step 18 debt, right?9 A. I don't remember, but I'm reading10 these e-mails. I mean, apparently we have got11 a deal that's not selling.12 Q. And so by clearing deal, you mean to13 be able to sell all the remaining step 1 debt14 that was held by JPMorgan?15 A. Market clearing deal is a deal that16 sells well through the market. This deal17 doesn't look like it is doing that.18 Q. At this point in time, it was your19 understanding that the Trib deal had not sold20 well through the market?21 MR. GLAZER: Objection, he didn't22 say that was his understanding.23 A. I didn't say that. I said I am24 reading it and that's what it says. I don't25 remember it.page 771 J. LEE2 Q. That's what you conclude based on3 the e-mail spread today?4 A. Yes.5 Q. But you don't have any independent6 recollection of that at all?7 A. No.8 Q. Do you recall whether JPMorgan asked9 Zell for his help to find a clearing deal?10 A. No.11 Q. You write back, 3:37 on the first12 page, there is an e-mail at that time from you13 to Ms. Deans, Mr. Kapadia, and copied to14 others. You say, "Met with Sam today and told15 him all the issues around selling the16 remainder of his acquisition debt; i.e., it17 couldn't be done."18 Do you see that?19 A. Yes.20 Q. Do you remember having met with21 Mr. Zell on July 26, 2007?22 A. No.23 Q. Do you have any reason to believe24 that you did not meet with Mr. Zell?25 A. No, no, no. I believe what I wrote.page 781 J. LEE2 Q. Would you expect, based on this3 e-mail, that you, in fact, had that meeting?4 A. Yes.5 Q. Do you remember any part of the6 discussion from a meeting with Mr. Zell7 concerning trying to clear the JPMorgan8 position?9 A. No.10 Q. Did this first line of your e-mail11 refresh your recollection as to whether or not12 at this time you had an understanding that13 JPMorgan was having trouble selling the step 114 debt or any of the Tribune debt?15 A. No, I don't even remember the

10/3/2011 3:23 PM 25

Page 26: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation16 meeting. I mean, I can see that I had a17 meeting. I'm acknowledging that.18 (Exhibit 20, document Bates stamped19 JPM 228647 marked for identification, as20 of this date.)21 Q. You have been handed an exhibit22 marked Lee 20, and it is a JPM 228647. It is23 an e-mail exchange on August 16, 2007. Let me24 know when you're ready to answer some25 questions.page 791 J. LEE2 A. OK.3 Q. Is that an e-mail from Ms. Deans at4 6:53 p.m. on August 15, '07 to you. "Just a5 head's up that Raj and I are going to Chicago6 tomorrow for a meeting with Nils Larsen and7 Zell group, do you see that?8 A. Yes.9 Q. Do you know who Mr. Larsen is?10 A. A guy who works with Sam.11 Q. Have you worked with Mr. Larsen in12 any capacity other than in connection with the13 Tribune deal?14 A. I don't remember.15 Q. Did you have contact with Mr. Larsen16 in connection with the Tribune deal?17 A. I don't remember.18 Q. She writes, "Just a meeting to19 figure out what they're thinking on this step20 2 given stock price and operating21 performance."22 Do you see that?23 A. Yes.24 Q. Do you know at this time whether25 there was some consideration given to whetherpage 801 J. LEE2 step 2 should not proceed by JPMorgan?3 A. I don't, I don't remember.4 (Exhibit 21, document Bates stamped5 JPM 211141 through 42 marked for6 identification, as of this date.)7 Q. Document marked Lee 21, it is a JPM8 211141 to 42. Let me know when you have had a9 chance to review the document.10 A. OK.11 Q. I direct your attention in the12 e-mail from Mr. Cohen to you, 6:56 p.m.,13 September 19, 2007.14 Mr. Cohen writes, "One, Black,15 Linneman, Brownstein others including possibly16 Jamie meeting tomorrow at 1 to discuss Trib17 second step financing and what, if anything,18 we might be thinking about in terms of asking,19 pushing for some help from Sam/Trib in terms20 of execution."21 Do you see that?22 A. Yes.23 Q. And do you have an understanding or24 recollection of JPMorgan considering asking25 for Mr. Zell for some help in connection withpage 811 J. LEE2 the Tribune transaction?3 A. I don't, no.4 Q. Does this e-mail refresh your5 recollection at all as to -- withdraw that.6 If you turn to the next page of the7 document, item 3 reads, "I want you to be8 aware of both meetings and way in, if

10/3/2011 3:23 PM 26

Page 27: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation9 necessary, on behalf of Sam so that short-term10 decisions don't have negative impact on the11 broader relationship with Sam and Trib."12 Do you see that?13 A. Yes.14 Q. Do you have a recollection at this15 period of time that JPMorgan had some concerns16 about the Tribune transaction having negative17 impact on JPMorgan's relationship with18 Mr. Zell?19 A. I don't, I don't remember that.20 Q. Number 4, Mr. Cohen writes to you,21 "I'm sure you're in the middle of a ton of22 this stuff, but it strikes me that Sam is23 different."24 Do you see that this?25 A. Yes.page 821 J. LEE2 Q. Did you view Sam being different3 than some of JPMorgan's other clients because4 of your long-standing relationship with him?5 A. No.6 (Exhibit 22, document Bates stamped7 JPM 506411 marked for identification, as8 of this date.)9 Q. I have had a document marked Lee10 Exhibit 22, JPM 506411. Let me know when11 you're ready to discuss.12 A. OK.13 Q. Exhibit 22 has the salutation14 "Jimmy" at the top?15 A. Yes.16 Q. And there is a something called17 metadata that's produced with documents in18 document discovery in litigation sometimes,19 almost always now. And I can represent to you20 that the metadata for this document identified21 this, the custodian for the document as being22 Andrew O'Brien. And --23 A. What does that mean?24 Q. Only it means that this was a25 document that was associated with Mr. O'Brienpage 831 J. LEE2 in one way or another when it was created or3 sent or otherwise.4 A. "Associated with"?5 Q. It is actually not 100 percent clear6 what it means.7 A. That means that he read it or he8 wrote it or --9 MR. GLAZER: It was in his mailbox,10 in his box.11 A. In his mail box, thank you.12 MR. GLAZER: That's the way you13 think about it if you are over 40. It was14 in his mailbox.15 A. You mean e-mail box you are talking16 about?17 MR. CHANEN: Yes, yes.18 MS. LUFTGLASS: It could have meant19 on his computer somewhere.20 A. Thank you.21 Q. First, do you recognize the contents22 of this document, that you have seen before?23 A. No.24 Q. Do you remember Mr. O'Brien sending25 you an e-mail with this information, if not inpage 841 J. LEE

10/3/2011 3:23 PM 27

Page 28: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation2 this form?3 A. No.4 Q. It says, "Jimmy, attached are the5 proposed topics for your call to Sam Zell to6 discuss the agenda for the 2:30 p.m.,7 September 25 meeting."8 Do you remember whether you had a9 meeting with Mr. Zell on September 25?10 A. No, no.11 Q. He identifies some key topics for12 discussion. First one is "Tribune capital13 structure is not saleable in today's market14 environment and we would have to have a15 discussion on," and he identifies various16 topics?17 A. Yes.18 Q. Without going through them one at a19 time --20 A. Yes.21 Q. -- do you have a recollection in or22 around September 25 having a discussion with23 Mr. Zell about any of the topics identified in24 this document?25 A. No, I don't.page 851 J. LEE2 Q. Item 2 on the documents is, "Getting3 Sam's perspective on what he is thinking4 before step 2 closing," is one of the items.5 Do you see that?6 A. Yes.7 Q. Do you remember ever having a8 conversation with Mr. Zell where you were9 trying to get his perspective on whether step10 2 should close or otherwise with respect to --11 A. No, I don't.12 Q. Do you remember at this time whether13 there was a question in or around14 September 25, I should say, 2007, raised at15 JPMorgan about whether step 2 should close?16 A. I really don't. I mean, I have read17 all these e-mails and so on and obviously it18 is an issue, but I just don't remember it.19 (Exhibit 23, document Bates stamped20 JPM 495454 marked for identification, as21 of this date.)22 Q. You have been handed a document23 marked Lee Exhibit 23, an e-mail from24 Mr. Kapadia to you and copied to others. Let25 me know when you have had a chance to reviewpage 861 J. LEE2 the document please.3 A. OK.4 Q. Do you see the e-mail is dated5 October 18, 2007. You're aware that the step6 2 deal was going to close in December of the7 same year, right?8 A. I don't remember that, no. If you9 are telling me that, I believe you.10 Q. Do you have any recollection in the11 months leading up to December 20, 2007, of12 anyone at JPMorgan ever raising any concerns13 about the Tribune financing?14 A. Can you repeat that question,15 please.16 Q. Sure. Do you remember in -- really17 to ask it a little more broadly, do you18 remember at any time before step 2 of the19 transaction closed, which I'll represent to20 you was December 20, 2007, do you remember at

10/3/2011 3:23 PM 28

Page 29: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation21 any time before that date, anyone at JPMorgan22 expressing any concerns to you regarding that23 transaction and JPMorgan's involvement in that24 transaction?25 A. Not really. I mean, I recall, youpage 871 J. LEE2 know, the leveraged buyout and 2007 was a3 very, very difficult year in the U.S. economy.4 But I just don't remember the specifics of5 this situation.6 Q. So no specific recollection of7 concerns being expressed about Tribune?8 A. No. I am trying to convey that to9 you, but I just really don't, I'm sorry.10 There was a lot of leveraged buyouts that had11 issues that year.12 Q. Returning your attention to Exhibit13 23, an e-mail again from Mr. Kapadia to you14 and copied to others?15 A. Yup, yup.16 Q. I will refer you to -- there is a17 sentence that begins with the word,18 "Separately" and says, "Separately, we talked19 to Nils about Zell," and it is ten lines down?20 A. Yes, I see it.21 Q. Easier to go from the top.22 "Separately, we talked to Nils about Zell23 buying 500 million of the bonds/bridge. This24 did not come up in the Trib meeting."25 Do you see that?page 881 J. LEE2 A. Yes.3 Q. Do you remember any discussion in or4 around this time of Mr. Zell acquiring some of5 the debt held by JPMorgan in connection with6 Tribune?7 A. No.8 Q. Do you remember being interviewed by9 a writer for New Yorker Magazine about Sam10 Zell?11 A. No.12 (Exhibit 24, document Bates stamped13 JPM 351690 marked for identification, as14 of this date.)15 Q. You have been handed a copy of a16 document marked Lee 24, 10/29/07 e-mail string17 including an exchange between you and Connie18 Bruck. When you have had a chance to read19 this, let me know.20 I want to make sure that we have the21 right one in there. Bottom right, does it say22 JPM 351690?23 A. Yes.24 Q. OK. Does this document refresh your25 recollection as to whether or not you had anpage 891 J. LEE2 interview with someone at New Yorker Magazine3 regarding Mr. Zell?4 A. No, it doesn't. But you are about5 to remind me that I did, right?6 Q. I am going to try.7 (Exhibit 25, document Bates stamped8 JPM 51740 through 41 marked for9 identification, as of this date.)10 Q. Now, you have been handed a document11 marked Lee 25, JPM 351740 to 41. And again,12 let me know when you have read it.13 A. OK.

10/3/2011 3:23 PM 29

Page 30: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation14 Q. So the e-mail from Ms. Bruck on15 10/29/07 at 1:28 p.m. is addressed to you and16 the subject is "Zell article." Do you see17 that?18 A. Yes.19 Q. It appears that she is asking for20 approval to use in her article things that you21 said during the interview?22 A. Yes.23 Q. You agree with that?24 A. Yes.25 Q. Having reviewed this e-mail, doespage 901 J. LEE2 that refresh your recollection as to whether,3 in fact, you were interviewed by Ms. Bruck?4 A. I don't remember the interview, but5 I believe what's going on here.6 Q. Then you forward Ms. Bruck's e-mail7 to someone named Kristen Lemkau. Who is8 Ms. Lemkau?9 A. A PR person of ours, works in our PR10 department.11 Q. You were forwarding for her to also12 vet the quotes?13 A. Yes, I am assuming that's what I14 did. Yeah.15 Q. Would you expect if you personally16 believed that you had been misquoted in the17 e-mail, that you would have advised Ms. Lemkau18 that rather than forward it to her and -- let19 me ask a different way. I will withdraw that.20 Do you have any reason to believe21 that these quotes that Ms. Bruck is asking you22 to confirm are misquotes of your interview?23 A. Do I have any reason to believe that24 these are misquotes? No. That doesn't mean25 that I agree they are my quotes. So.page 911 J. LEE2 Q. OK.3 A. I mean, I just don't even remember4 this to be honest with you.5 Q. Would you expect that you would6 forward for possible approval to a JPMorgan7 person quotes that you at the time believed to8 be inaccurate?9 MR. GLAZER: Objection.10 A. I don't even remember this. But if11 we speak to reporter -- if I speak to a12 reporter, I typically want to get someone from13 our PR department involved in the process,14 I'll give you that. It is certainly my broad15 policy.16 So I don't remember this. I don't17 remember that I said this, but it is not18 unusual. In fact, it is quite usual for me to19 do what happened here, which is to get a20 professional involved.21 Q. And so I take it you also don't22 remember telling Ms. Lemkau or anyone else23 that you thought you were misquoted?24 A. I just don't even remember this. So25 I guess the answer is no.

[52:25] - [53:20] 3/4/2011 Lee, James with Video and Exhibitspage 5225 (Exhibit 12, document Bates stampedpage 531 J. LEE

10/3/2011 3:23 PM 30

Page 31: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation2 SC TRIB 1946 and 47 marked for3 identification, as of this date.)4 Q. You have you have been handed a5 document, Lee 12, SC TRIB 1946 through 47. It6 is an exchange or string of e-mails, I should7 say, February 11, 2010, including an e-mail8 exchange between you and Ms. Wilderotter, and9 when you have had a moment to read the10 document, let me know and I will ask you a11 couple of questions about it.12 A. OK.13 Q. I want to direct your attention to14 the first e-mail in the string, 11:18 a.m.,15 from Ms. Wilderotter to you.16 Prior to today, excluding your17 meeting with counsel, have you seen this18 document before? Do you remember having seen19 this document before?20 A. No.

[55:12] - [56:8] 3/4/2011 Lee, James with Video and Exhibitspage 5512 Q. Ms. Wilderotter signs off her13 e-mail, "Your friend who is always looking out14 for JPM."15 Do you see that? I am sorry, back16 of the document.17 A. Yes.18 Q. And was it your view at the time you19 got this e-mail that her putting you in touch20 with Mr. Hartenstein would be a way of looking21 out for JPM?22 A. No, I don't even remember this.23 Q. Is it your perception that24 Ms. Wilderotter made it her practice to look25 out for JPMorgan?page 561 J. LEE2 A. I wouldn't have said that. I3 wouldn't agree with that, no. She is one of4 those people who tries to help other people.5 That much I can tell you.6 Q. Including JPMorgan?7 A. Yeah. I mean, she is a client. Her8 company is a client.

[94:22] - [112:21] 3/4/2011 Lee, James with Video and Exhibitspage 9422 (Exhibit 26, document Bates stamped23 JPM 351731 through 32 marked for24 identification, as of this date.)25 (REPORTER'S NOTE: 31 and 32)page 951 J. LEE2 THE VIDEOGRAPHER: This begins tape3 number 3. The time is now 1:12 p.m. and4 we are back on the record.5 Q. So I am going to hand you a document6 marked Lee 26. Partly I want to show it to7 you because I want to get an understanding8 whether you have any more specific9 recollection of concerns raised about the10 Tribune deal during the period of time that we11 talked about, which as you said, was pretty12 broad.13 So I am handing you Lee Exhibit 2614 and take your time with the document and I15 just want to ask you a couple of questions16 about it.

10/3/2011 3:23 PM 31

Page 32: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation17 A. OK.18 Q. Having reviewed Lee Exhibit 26, does19 that refresh your recollection as to20 whether -- what any of the specific concerns21 were that were raised with respect to the Trib22 transaction in advance of the step 2 closing?23 A. No, it doesn't. It doesn't help me24 with any specifics. I can certainly see what25 the issues are though.page 961 J. LEE2 Q. Other than reading this e-mail, do3 you have a recollection that there were4 concerns raised about the solvency of Tribune5 in advance of step 2 closing?6 A. No, I really don't. I don't. As I7 said earlier, I remember concerns on Trib8 generally. I just don't remember the9 sequential nature of the transaction, when the10 concerns were raised, what they were.11 I can see obviously that I had --12 played a role, and I'm not suggesting these13 e-mails aren't true or anything like that.14 I'm just -- I just don't recall the details.15 Q. And it looks like the first two16 e-mails in the string exchanged among you and17 among other people, Mr. Black and Mr. McCree?18 A. Yes.19 Q. You're trying to plan a call to talk20 with Sam. Would you agree that's a --21 A. That looks like what is happening22 here, yes.23 Q. Do you remember trying to plan that24 call?25 A. No.page 971 J. LEE2 Q. Or a call was necessary in advance3 of the close?4 A. No, I don't.5 Q. And it looks like you write back and6 suggest that it just be you on the phone7 rather than everybody?8 A. Yes, that's what I am recommending9 here.10 Q. OK. But you don't remember actually11 making that recommendation?12 A. No.13 Q. Sitting here today, do you have an14 understanding of why you thought that would be15 better?16 A. I'm reading my logic here and I,17 oddly enough, I agree with myself.18 Q. And then the last e-mail in the19 chain, which is at the top of the page, says20 you just had a long call with Sam?21 A. Yes.22 Q. Do you have any recollection of a23 call with Mr. Zell the day before the deal24 closed regarding solvency?25 A. No, I do not. I am sorry. This waspage 981 J. LEE2 the day before it closed?3 Q. Yes.4 A. OK.5 Q. Do you have any recollection of a6 call with Mr. Zell regarding the solvency of7 Tribune ever?8 A. No.9 Q. You write in your 6:33 p.m. e-mail

10/3/2011 3:23 PM 32

Page 33: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation10 to Mr. McCree and Mr. Black, "I am 100 percent11 confident if he gives his word to me, it will12 be done. I banked him for over 25 years and13 his word is gold."14 A. Yes.15 Q. "I totally trust him as one of the16 most honorable guys I have met."17 Do you see that?18 A. Yes.19 Q. Was that consistent with your view20 of Mr. Zell at the time?21 A. Yes.22 Q. Is it consistent with your view of23 Mr. Zell today?24 A. Yes.25 (Exhibit 27, document Bates stampedpage 991 J. LEE2 JPM 605457 through 58 marked for3 identification, as of this date.)4 THE VIDEOGRAPHER: The time is 1:15,5 we are going off the record.6 (Pause)7 THE VIDEOGRAPHER: The time is8 p.m., back on the record.9 Q. You have been handed a copy of a10 document marked Lee 27, JPM 605457 to 458.11 Let me know when you're ready.12 A. OK.13 Q. Mr. Lee, after -- you're aware that14 Tribune filed for bankruptcy, right?15 A. Yes.16 Q. And I'll represent to you the17 petition was filed in December of 2008. Does18 that sound right to you or --19 A. I have no idea.20 Q. During the period of the Tribune21 bankruptcy, what involvement have you had, if22 any, in the Tribune bankruptcy, other than23 today obviously?24 A. What involvement did I have in the25 Tribune bankruptcy?page 1001 J. LEE2 Q. Yes.3 A. None that I remember.4 Q. OK. Obviously you know that5 JPMorgan is a creditor in the Tribune6 bankruptcy, right?7 A. Yes.8 Q. And have you had any involvement in9 JPM's role as a creditor in the Tribune10 bankruptcy, that's what I was getting at?11 A. No, not really.12 Q. Exhibit 27, the first e-mail in the13 chain at the bottom of the page is from you to14 Mr. O'Brien, Mr. Daniello and Mary Ellen15 Egbert. Do you see that?16 A. I do, yes.17 Q. Who is Mr. Daniello?18 A. He is in charge of workout. We have19 now skipped ahead a few years, as you may20 know.21 Q. Yes.22 A. Right. So --23 Q. Do you want to go back?24 A. No, I don't. No. But at least this25 is only a year ago from now.page 1011 J. LEE2 Q. Did you have an understanding of

10/3/2011 3:23 PM 33

Page 34: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation3 whether Mr. Daniello had a role in the Tribune4 bankruptcy?5 A. I don't remember when Pat got6 involved.7 Q. And you wrote, subject line is8 "Centerbridge," do you see that?9 A. Yes, I saw that.10 Q. Center Bridge is the -- what is11 Centerbridge?12 A. It is a fund.13 Q. And you write, "I know they are14 causing issues in Trib-others?"15 A. Yes.16 Q. Do you have a recollection of what17 issues you are referring to when you wrote18 Mr. Daniello that Centerbridge was causing19 issues?20 A. I don't. I don't remember exactly21 what I was referring to.22 Q. Mr. Daniello writes back, "Big23 issues in Trib, as you know. Not aware of24 anything else of the same magnitude. In fact,25 generally, we have worked very well over thepage 1021 J. LEE2 years on restructurings with Aronson." Do you3 know who Aronson is?4 A. He is one of the senior guys in this5 fund.6 Q. "The guy pressing the strategy at C7 is a former Fried Frank bankruptcy lawyer. I8 believe the entire investment thesis for9 buying the bonds at approximately 2 to 5 cents10 was potential fraudulent conveyance litigation11 with originators. Bid/ask after round 1 of12 settlement discussions is huge."13 Do you see that?14 A. Yes.15 Q. And later writes and identifies who16 the former bankruptcy lawyer is in a later17 e-mail. Do you see that as well?18 A. I do yes.19 Q. You write, "I am going to track you20 down on this."21 A. OK.22 Q. Do you recall, sitting here today,23 what you wanted to discuss with Mr. Daniello24 in general terms on this topic?25 A. No, I really don't. I don't. No.page 1031 J. LEE2 Maybe there will be more that will help me3 understand.4 Q. I'm not sure.5 Do you remember having any6 discussions with anyone at JPMorgan about7 JPMorgan's business relationships with any of8 the creditors in Tribune other than JPMorgan9 MR. CHANEN: Can I hear your10 question again.11 (Record read)12 A. The only thing I do remember is13 talking to Pat, and this e-mail is bringing it14 back, about these guys who must have been a15 creditor.16 Q. What do you remember about that17 conversation?18 A. I was just trying to learn some19 stuff. I just didn't know what was going on.20 I wasn't following it.21 Q. Do you remember that Centerbridge

10/3/2011 3:23 PM 34

Page 35: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation22 and JPMorgan had a different -- had a23 disagreement about how the structure of the --24 strike -- had a disagreement about the25 potential plan in the Chapter 11 case ofpage 1041 J. LEE2 Tribune at this time?3 MR. GLAZER: Object to form.4 A. No, I don't remember that. All I5 remember is, for some reason, I was interested6 in this and Daniello obviously filled me in a7 little bit and -- but that was it.8 Q. Mark that please.9 (Exhibit 28, document Bates stamped10 JPM 606346 marked for identification, as11 of this date.)12 Q. You have been handed exhibit marked13 Lee 28. It is JPM 606346. Please let me know14 when you're ready to answer some questions15 about that.16 A. OK.17 Q. You see the e-mail from Mr. Daniello18 to you and copied to others looks like19 Mr. Daniello is talking about Randy Michaels20 wanting to set up a meeting with you. Do you21 agree? Fair characterization of the document?22 A. I don't think he wants the meeting23 with me, does he? Isn't this meeting, e-mail24 directed to Jamie?25 Q. Thank you, you're right.page 1051 J. LEE2 Setting up a meeting with Mr. Dimon?3 A. OK.4 Q. And the e-mail is copied to you.5 Sorry, thank you.6 Do you remember, first of all,7 having seen this e-mail before today and8 before the conversation with counsel?9 A. No, no.10 Q. And were you aware at the time11 Mr. Michaels was the CEO of Tribune?12 A. I don't remember that. I'm13 remembering it by looking at this e-mail.14 Q. Do you know whether or not there15 ever was a meeting arranged with Mr. Michaels16 and senior JPM folks as requested here?17 A. I don't know.18 Q. You write back and say -- I want to19 direct your attention to the P.S. actually in20 your response?21 A. Yes.22 Q. You write back, "P.S., I know Eddy23 Hartenstein wants the job."24 A. Yes.25 Q. And the job is job of CEO ofpage 1061 J. LEE2 Tribune, right?3 A. I guess.4 Q. Based on reading the e-mail?5 MR. GLAZER: We can all read the6 e-mail. You want his recollection, right?7 Q. Or your understanding as informed by8 reviewing --9 A. I just don't remember it. I'm10 reading it, so you and I are reading it and11 can come to that conclusion. I just don't12 independently remember this situation.13 Q. Do you remember having any14 conversations with Mr. Hartenstein where he

10/3/2011 3:23 PM 35

Page 36: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation15 expressed an interest in a job at Tribune?16 A. No.17 Q. You don't remember him ever telling18 you that he was interested in being CEO?19 A. No. I just remember because of the20 e-mail that you showed me that Ed -- Maggie21 wanted me to talk to Eddy or Eddy wanted to22 talk to me about wanting the job.23 Q. Do you know Marc Lasry?24 A. No, I mean, I don't -- his name25 doesn't ring a bell no.page 1071 J. LEE2 Q. Have you heard of Avenue Capital?3 A. I think I -- I think I have heard of4 that firm, I don't know. It has got a5 familiar --6 (Exhibit 29, document Bates stamped7 JPM 606683 marked for identification, as8 of this date.)9 Q. You have been handed Lee Exhibit 29,10 JPM 606683, e-mail exchange between you and11 Miriam Kulnis on April 1, 2010. Let me know12 when you're ready.13 A. OK.14 Q. Who is Ms. Kulnis?15 A. Ms. Kulnis, she is in our workout16 group.17 Q. Do you understand that she was18 involved in the Tribune bankruptcy?19 A. Yes. She -- yes.20 Q. Did you have that understanding21 before I started showing you these e-mails?22 Did you have that recollection?23 A. Well, a lot of bankers in that group24 worked on this. So she was one of them.25 Q. And you see she is writing asking topage 1081 J. LEE2 discuss something with you on April 1, right?3 A. Yes, yes.4 Q. And she asks you the question I just5 asked, do you know Marc Lasry from Avenue, and6 asks to you call her, and you say, "Will do,"7 in response, right?8 Do you remember did you have a9 conversation with Ms. Kulnis in or around this10 time regarding Avenue?11 A. I have no idea.12 Q. Do you remember having a13 conversation with Ms. Kulnis in or around this14 time regarding any creditor of Tribune?15 A. No.16 (Exhibit 30, document Bates stamped17 OCM 44300 through 301 marked for18 identification, as of this date.)19 Q. You have been handed Lee Exhibit 30,20 OCM 043300 to 301.21 MR. GLAZER: You are not on any of22 these e-mails.23 Q. Correct, it is an e-mail exchange,24 but you're not on them. Let me know when you25 have had a chance to review it. I just have apage 1091 J. LEE2 couple of quick questions.3 A. OK.4 Q. Are you familiar with OakTree?5 A. I've heard the name.6 Q. I direct your attention to the7 e-mail that looks like it was sent at 11:01 on

10/3/2011 3:23 PM 36

Page 37: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation8 July 2 from Mr. Howard to Mr. Staley?9 A. I do.10 Q. Mr. Staley is the person we talked11 about before, the CEO of --12 A. Presently the CEO of our investment13 bank.14 Q. Do you see he writes to Mr. Staley,15 "JPM and OakTree are on opposite sides of the16 Tribune matter and things are deteriorating17 unnecessarily we think," and asks for a chance18 to discuss with Mr. Staley. Did you ever have19 any communications with Mr. Staley about20 OakTree in connection with Tribune?21 A. None that I remember.22 Q. Do you remember having any23 communications with anyone at JPMorgan in24 about OakTree?25 A. No, none that I remember.page 1101 J. LEE2 (Exhibit 31, document Bates stamped3 OCM 45696 through 97 marked for4 identification, as of this date.)5 Q. You have been handed Lee Exhibit 31,6 45696 to 7. And I am going to direct your7 attention to the e-mail that's from Mr. Lee to8 Mr. Lang.9 MR. GLAZER: Not this Mr. Lee.10 Q. Not this Mr. Lee, correct, Edgar Lee11 to Ken Lang July 8 at 10:12:32. So take a12 moment to review that and I am going ask you a13 couple of questions.14 A. OK.15 Q. So a couple of quick questions about16 this document. First, have you seen the17 contents of this e-mail before today and other18 than in connection with your --19 A. No, I don't remember ever seeing20 this.21 Q. I want to refer you to the second22 page of the exhibit, second-to-last paragraph.23 It says, "The bottom line is that OakTree24 never divert from JPM." It goes on saying, "I25 wonder how," skipping a sentence, "I wonderpage 1111 J. LEE2 how your people defend to you their decision3 to desert our block and separately negotiate4 in secret with the bondholders. Finally, or5 how could be OakTree that merits flagging for6 'account review.'" Do you see that?7 A. Yes.8 Q. Do you have an understanding of what9 the phrase "flagging for account review"10 means?11 A. No.12 Q. In JPMorgan?13 A. No.14 Q. Never heard that phrase before?15 A. No.16 Q. The last sentence of the last17 paragraph says, "We see nothing that has18 occurred that should make JPM feel it should19 limit its business dealing with us."20 Do you see that?21 A. I do, yes.22 Q. Do you remember having any -- strike23 that.24 This period of time -- strike that.25 Sitting here today, do you knowpage 112

10/3/2011 3:23 PM 37

Page 38: Lee Deposition Designation • Deposition Designation

Lee Deposition Designation

• Deposition Designation1 J. LEE2 whether JPMorgan decided to limit its business3 dealings with any creditors of Tribune based4 on disputes with those creditors in Tribune?5 A. No.6 Q. You don't know or you know that they7 did not?8 A. Why don't you repeat the question.9 Q. Sure. Can you read it back please.10 (Record read)11 A. No, I don't.12 MR. HURLEY: Thank you, that is all13 I have.14 A. That doesn't mean that if people15 were acting in ways that we would consider16 incorrect that we wouldn't be upset with them,17 but I just don't know the answer to that exact18 question.19 Q. And how -- I mean, how would20 JPMorgan, I guess, behave if it was --21 A. I have no idea.

10/3/2011 3:23 PM 38