SC 13E3/A

United States
Securities and Exchange Commission
Washington, D.C. 20549

SCHEDULE 13E-3

Rule 13e-3 Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934

TRIBUNE COMPANY
(Name of the Issuer)

Tribune Company
Samuel Zell
EGI-TRB, L.L.C.
Sam Investment Trust
Tribune Employee Stock Ownership Plan
Tesop Corporation
(Name of Person(s) Filing Statement)

     Common Stock, Par Value $0.01 Per Share
(including the associated Preferred Share Purchase Rights)
(Title of Class of Securities)

896047 10 7
(CUSIP Number of Class of Securities)

Tribune Company	Samuel Zell	EGI-TRB, L.L.C.	Sam Investment	Tribune Employee	Tesop Corporation
435 North Michigan	Two North	Two North	Trust	Stock Ownership	c/o GreatBanc Trust
Avenue	Riverside Plaza,	Riverside Plaza,	c/o Chai Trust	Plan	Company
Chicago, Illinois	Suite 600	Suite 600	Company, LLC	c/o GreatBanc Trust	1301 West 22nd
60611	Chicago, Illinois	Chicago, Illinois	Two North	Company	Street, Suite 800
Attn: Crane Kenney	60606	60606	Riverside Plaza,	1301 West 22nd	Oak Brook, Illinois
(312) 222-9100	(312) 454-0100	Attn: Joseph M.	Suite 600	Street, Suite 800	60523
		Paolucci	Chicago, Illinois	Oak Brook, Illinois	Attn: Marilyn H.
		(312) 454-0100	60606	60523	Marchetti
			Attn: Joseph M.	Attn: Marilyn H.	(630) 572-5130
			Paolucci	Marchetti
			(312) 454-0100	(630) 572-5130

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)

Copies to:

Steven A. Rosenblum	Thomas A. Cole	Charles W. Mulaney, Jr.	Joseph P. Gromacki	Charles R. Smith
Wachtell, Lipton, Rosen	Larry A. Barden	Richard C. Witzel, Jr.	Jenner & Block LLP	K&L Gates
& Katz	Sidley Austin LLP	Skadden, Arps, Slate,	330 N. Wabash Avenue	Henry W. Oliver Building
51 West 52nd Street	One South Dearborn	Meagher & Flom, LLP	Chicago, Illinois 60611	535 Smithfield Street
New York, New York	Street	333 West Wacker Dr.	(312) 222-9350	Pittsburgh, PA 15222
10019	Chicago, Illinois 60603	Chicago, Illinois 60606		(412) 355-6500
(212) 403-1000	(312) 853-7000	(312) 407-0700

This statement is filed in connection with (check the appropriate box):

a.	¨	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or
		Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	¨	The filing of a registration statement under the Securities Act of 1934.
c.	¨	A tender offer.
d.	x	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨

Check the following box if the filing is a final amendment reporting the results of the transaction: x

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee*
$4,176,757,677	$128,227

*	Calculated solely for purposes of determing the filing fee.
	The maximum aggregate value was determined based upon the sum of (A) 118,282,175 shares of common stock
	multiplied by $34.00 per share; (B) options to purchase 5,586,083 shares of common stock with exercise prices less
	than $34.00 multiplied by $7.79 (which is the difference between $34.00 and the weighted average exercise price of
	such options of $26.21 per share); (C) restricted stock units with respect to 2,901,245 shares of common stock
	multiplied by $34.00 per share; and (D) share equivalents with respect to 382,523 shares of common stock
	multiplied by $34.00. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the
	filing fee was determined by multiplying 0.00003070 by the sum calculated in the preceding sentence.
x	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which
	the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the
	Form or Schedule and the date of its filing.

Amount Previously Paid: $128,227

Form or Registration No.: Schedule 14A—Preliminary Proxy Statement

Filing Parties: Tribune Company

Date Filed: June 1, 2007

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INTRODUCTION

     This Amendment to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (this “Final Amendment”) filed by Tribune Company (the “Company”), Samuel Zell (“Mr. Zell” or “Zell”), EGI-TRB, L.L.C. (the “Zell Entity”), Sam Investment Trust (“SIT”), the Tribune Employee Stock Ownership Plan (the “ESOP”) and Tesop Corporation (“Merger Sub”) amends and supplements the Rule 13e-3 Transaction Statement (the “Schedule 13E-3”) filed with the Securities and Exchange Commission (the “SEC”) by the Company, Mr. Zell, the Zell Entity, SIT, the ESOP and Merger Sub on June 4, 2007, as amended on July 13, 2007 and August 22, 2007. This Final Amendment also supplements the Rule 13e-3 Transaction Statement and amendments thereto filed with the SEC by the Company, Mr. Zell, the Zell Entity, SIT, the ESOP and Merger Sub under cover of Schedule 13E-3 that related to the Tender Offer Statement originally filed by the Company with the SEC on April 25, 2007 under cover of Schedule TO (such Rule 13e-3 Transaction Statement and Tender Offer Statement, as amended, being collectively referred to as the “Filing”), in connection with: (i) the Agreement and Plan of Merger, dated as of April 1, 2007 (the “Merger Agreement”), by and among the Company, a Delaware corporation, GreatBanc Trust Company, not in its individual or corporate capacity, but solely as trustee of the Tribune Employee Stock Ownership Trust, which forms a part of the ESOP, Merger Sub, a Delaware corporation wholly owned by the ESOP, and, for limited purposes, the Zell Entity, a Delaware limited liability company wholly owned by SIT, a trust established for the benefit of Mr. Zell and his family; and (ii) the offer by the Company to purchase up to 126,000,000 shares of its common stock (including the associated rights to purchase Series A Junior Particip ating Preferred Stock), par value $0.01 per share (the “Company Common Stock”), at a price of $34.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 25, 2007 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal,” which, together with the Offer to Purchase, as amended or supplemented from time to time, constitute the “Tender Offer”). The Tender Offer expired on May 24, 2007. This Final Amendment relates to the Merger Agreement, pursuant to which Merger Sub was merged with and into the Company on December 20, 2007 (the “Merger”), with the Company surviving and becoming wholly owned by the ESOP. The Merger is part of a series of transactions under which the ESOP and the Zell Entity have invested in the Company.

     This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of the Filing.

Item 15. Additional Information.

     Item 15(b) of the Schedule 13E-3 is hereby amended and supplemented by adding the following at the end thereof:

     On December 20, 2007, the Company filed a Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which Merger Sub, a Delaware corporation wholly owned by the ESOP, was merged with and into the Company, with the Company continuing as the surviving corporation. As a result of the Merger, the Company has become a privately held company wholly owned by the ESOP, with the Zell Entity as an investor in the Company through a subordinated promissory note and a warrant to acquire common stock. The Merger became effective as of 12:02 p.m. Eastern Standard Time on December 20, 2007 (the “Effective Time”). At the Effective Time, (i) each issued and outstanding share of Company Common Stock, other than shares held by the ESOP or Merger Sub immediately prior to the effective time of the Merger, shares held by the Company immediately prior to the effective time of the Merger (in each case, other than shares held on behalf of third parties) and shares held by shareholders who validly exercised appraisal rights, was automatically converted into the right to receive $34.00 in cash, without interest and less any applicable withholding taxes, and (ii) the separate corporate existence of Merger Sub ceased and the Company became wholly owned by the ESOP.

     Immediately prior to the Effective Time, the Company repaid the $200 million exchangeable promissory note, plus accrued interest thereon, held by the Zell Entity and immediately following the Effective Time, the Zell Entity purchased from the Company, for an aggregate of $315 million, a $225 million unsecured subordinated promissory note (the “Subordinated Note”) and a 15-year warrant (the “Warrant”) to purchase 43,478,261 shares of Company Common Stock (subject to adjustment), representing approximately 40% of the economic equity interest in the Company following the Merger on a fully-diluted basis. Thereafter, the Zell Entity assigned a minority interest in the Subordinated Note and Warrant to certain permitted assignees. The Warrant has an initial aggregate exercise price of $500 million, increasing by $10 million per year for the first ten years of the Warrant, for a maxi mum aggregate exercise price of $600 million (subject to adjustment). The Subordinated Note and the Warrant are attached hereto as Exhibits (d)(45) and (d)(46), respectively, and are incorporated herein by reference.

4

     As a result of the Merger, the registration under the Securities Exchange Act of 1934, as amended, of the Company Common Stock will be terminated upon application to the Securities and Exchange Commission. In addition, the Company Common Stock will no longer be listed on any exchange or quotation system, including the New York Stock Exchange.

Item 16. Exhibits.

     Item 16 of the Schedule 13E-3 is hereby amended and supplemented by adding the following exhibit:

(a)(5)(Q)	Press Release, dated December 20, 2007
(d)(45)	Subordinated Promissory Note, dated December 20, 2007, issued by Tribune Company to EGI-TRB, L.L.C.
(d)(46)	Warrant to Purchase Shares of Common Stock, dated December 20, 2007, issued by Tribune Company to EGI-TRB,
	L.L.C.

5

SIGNATURES

     After due inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:	December 20, 2007	TRIBUNE COMPANY
		By:	/s/ Crane H. Kenney
		Name:	Crane H. Kenney
		Title:	Senior Vice President, General
			Counsel and Secretary
Dated:	December 20, 2007	TRIBUNE EMPLOYEE STOCK OWNERSHIP PLAN
		By:	GreatBanc Trust Company, as Trustee
		By:	/s/ Marilyn H. Marchetti
		Name:	Marilyn H. Marchetti
		Title:	Senior Vice President
Dated:	December 20, 2007	TESOP CORPORATION
		By:	/s/ Marilyn H. Marchetti
		Name:	Marilyn H. Marchetti
		Title:	President
Dated:	December 20, 2007	SAMUEL ZELL
		/s/ Samuel Zell
		Samuel Zell
Dated:	December 20, 2007	EGI-TRB, L.L.C.
		By:	/s/ Philip G. Tinkler
		Name:	Philip G. Tinkler
		Title:	Vice President
Dated:	December 20, 2007	SAM INVESTMENT TRUST
		By:	Chai Trust Company, LLC, as Trustee
		By:	/s/ James G. Bunegar
		Name:	James G. Bunegar
		Title:	Vice President

6

Exhibit Index
(a)(1)(A)*	Offer to Purchase, dated April 25, 2007 (which was subsequently amended by Schedules TO filed by
	the Company on May 11, 2007; May 17, 2007; May 17, 2007; May 22, 2007; and May 24, 2007).
(a)(1)(B)*	Letter of Transmittal including Guidelines for Certification of Taxpayer Identification Number on
	Substitute Form W-9.
(a)(1)(C)*	Notice of Guaranteed Delivery.
(a)(1)(D)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated
	April 25, 2007.
(a)(1)(E)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
	Nominees, dated April 25, 2007.
(a)(1)(F)*	Form of Summary Advertisement, dated April 25, 2007.
(a)(1)(G)*	Form of Letter from Tribune Company to Participants in the Tribune Company Employee Stock
	Purchase Plan, dated April 25, 2007.
(a)(1)(H)*	Form of Letter from the Northern Trust Company to Participants in the Tribune Company
	Retirement Plans, dated April 25, 2007.
(a)(2)(A)	Definitive Proxy Statement of Tribune Company, incorporated by reference to the Definitive Proxy
	Statement on Schedule 14A filed by Tribune Company with the Securities and Exchange
	Commission on July 13, 2007.
(a)(2)(B)	Form of Proxy Card, incorporated by reference to the Form of Proxy Card filed by Tribune
	Company, together with the Definitive Proxy Statement, with the Securities and Exchange
	Commission on July 13, 2007.
(a)(3)	Not Applicable.
(a)(4)	Not Applicable.
(a)(5)(A)*	First Amended Complaint filed in the Superior Court of California, Los Angeles County, captioned
	Garamella v. FitzSimons, et al., Case No. BC362110, filed on April 4, 2007.
(a)(5)(B)*	Complaint filed in the Chancery Division of the Circuit Court of Cook County, Illinois, captioned
	Simpson v. Tribune Co., et al., Case No. 07CH9519, filed on April 5, 2007.
(a)(5)(C)**	Tender Offer Employee Questions and Answers, made available April 25, 2007.
(a)(5)(D)**	Press Release, dated April 25, 2007.
(a)(5)(E)**	Tender Offer Employee Questions and Answers, made available April 26, 2007.
(a)(5)(F)***	Transcript of a video message addressed to Tribune employees on April 27, 2007.
(a)(5)(G)***	Tender Offer Employee Questions and Answers, made available April 27, 2007.
(a)(5)(H)****	Tender Offer Employee Question and Answer, made available May 1, 2007.
(a)(5)(I)*****	Tender Offer Employee Questions and Answers, made available May 4, 2007.
(a)(5)(J)	Press Release of Tribune Company, dated May 9, 2007, incorporated by reference to Exhibit 99.1 of
	the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on
	May 10, 2007.
(a)(5)(K)*******	Tender Offer Employee Questions and Answers, made available May 16, 2007.
(a)(5)(L)********	Tender Offer Employee Question and Answer, made available May 22, 2007.
(a)(5)(M)**********	Press Release, dated May 25, 2007.
(a)(5)(N)**********	E-mail Message from Dennis J. FitzSimons to Tribune Employees, dated May 25, 2007.
(a)(5)(O)***********	Press Release, dated May 31, 2007.
(a)(5)(P)	Press Release, dated August 21, 2007 (incorporated by reference to Exhibit 99.1 of the Company’s
	Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 21,
	2007).

(a)(5)(Q)	Press Release, dated December 20, 2007
(b)(1)(A)	Amended and Restated First Step Commitment Letter, dated as of April 5, 2007, by and among
	Tribune Company, J.P. Morgan Securities Inc., JPMorgan Chase Bank, N.A., Merrill Lynch Capital
	Corporation, Citigroup Global Markets Inc., Banc of America Securities LLC and Bank of America,
	N.A., incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K, as
	filed with the Securities and Exchange Commission on April 5, 2007.
(b)(1)(B)	Amended and Restated Second Step Commitment Letter, dated as of April 5, 2007, by and among
	Tribune Company, J.P. Morgan Securities Inc., JPMorgan Chase Bank, N.A., Merrill Lynch Capital
	Corporation, Citigroup Global Markets Inc., Banc of America Securities LLC, Banc of America
	Bridge LLC and Bank of America, N.A., incorporated by reference to Exhibit 10.11 of the
	Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on
	April 5, 2007.
(b)(2)(A)*	Exhibit A to Amended and Restated First Step Commitment Letter, dated as of April 5, 2007, by and
	among Tribune Company, J.P. Morgan Securities Inc., JPMorgan Chase Bank, N.A., Merrill Lynch
	Capital Corporation, Citigroup Global Markets Inc., Banc of America Securities LLC and Bank of
	America, N.A.
(b)(2)(B)*	Exhibit A to Amended and Restated Second Step Commitment Letter, dated as of April 5, 2007, by
	and among Tribune Company, J.P. Morgan Securities Inc., JPMorgan Chase Bank, N.A., Merrill
	Lynch Capital Corporation, Citigroup Global Markets Inc., Banc of America Securities LLC, Banc
	of America Bridge LLC and Bank of America, N.A.
(b)(3)	Credit Agreement, dated as of May 17, 2007, by and among Tribune Company, as borrower, the
	lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Merrill Lynch Capital
	Corporation, as syndication agent, Citicorp North America, Inc., Bank of America, N.A. and
	Barclays Bank plc, as co-documentation agents, and J.P. Morgan Securities Inc., Merrill Lynch,
	Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Banc of America Securities
	LLC, as joint lead arrangers and joint bookrunners, incorporated by reference to Exhibit 4.1 of the
	Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on
	May 17, 2007.
(b)(4)	Amendment No. 1 to Credit Agreement, dated as of June 4, 2007, by and among Tribune Company,
	as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Merrill
	Lynch Capital Corporation, as syndication agent, Citicorp North America, Inc., Bank of
	America, N.A., and Barclays Bank plc, as co-documentation agents, and J.P. Morgan Securities Inc.,
	Merrill Lynch, Pierce, Fenner and Smith Incorporated, Citigroup Global Markets Inc. and Banc of
	America Securities LLC, as joint lead arrangers and joint bookrunners, incorporated by reference to
	Exhibit 4.1 of the Company’s Current Report on Form 8-K, as filed with the Securities and
	Exchange Commission on June 5, 2007.
(c)(1)*	Opinion of Morgan Stanley & Co. Incorporated, dated April 1, 2007.
(c)(2)*	Opinion of Merrill Lynch & Co., dated April 1, 2007.
(c)(3)*	Excerpt from financial analysis presentation materials, dated February 12, 2007, prepared by Merrill
	Lynch & Co. and Citigroup Global Markets Inc., for the Committee of Independent Directors of the
	Board of Directors of Tribune.
(c)(4)*	Excerpt from financial analysis presentation materials, dated February 24, 2007, prepared by Merrill
	Lynch & Co. and Citigroup Global Markets Inc., for the Committee of Independent Directors of the
	Board of Directors of Tribune.
(c)(5)*	Financial analysis presentation materials, dated March 21, 2007, prepared by Merrill Lynch & Co.
	and Citigroup Global Markets Inc., for the Committee of Independent Directors of the Board of
	Directors of Tribune.
(c)(6)*	Financial analysis presentation materials, dated March 30, 2007, prepared by Merrill Lynch & Co.
	and Citigroup Global Markets Inc., for the Committee of Independent Directors of the Board of
	Directors of Tribune.
(c)(7)*	Financial analysis presentation materials, dated March 21, 2007, prepared by Morgan Stanley & Co.
	Incorporated, for the Committee of Independent Directors of the Board of Directors of Tribune.

(c)(8)*	Financial analysis presentation materials, dated March 30, 2007, prepared by Morgan Stanley & Co.
	Incorporated, for the Committee of Independent Directors of the Board of Directors of Tribune.
(c)(9)*	Financial analysis presentation materials, dated March 30, 2007, prepared by Morgan Stanley & Co.
	Incorporated, for the Committee of Independent Directors of the Board of Directors of Tribune.
(c)(10)*	Financial analysis presentation materials, dated April 1, 2007, prepared by Morgan Stanley & Co.
	Incorporated, for the Committee of Independent Directors of the Board of Directors of Tribune.
(c)(11)******	Opinion of Valuation Research Corporation, dated May 9, 2007.
(c)(12)******	Tribune Company Solvency Opinion Analysis, dated May 9, 2007, prepared by Valuation Research
	Corporation for the Board of Directors of Tribune.
(c)(13)*********	Opinion of Valuation Research Corporation, dated May 24, 2007.
(d)(1)	Agreement and Plan of Merger, dated as of April 1, 2007, by and among Tribune Company, Tesop
	Corporation, GreatBanc Trust Company, not in its individual or corporate capacity, but solely as
	trustee of the Tribune Employee Stock Ownership Trust, which forms a part of the Tribune
	Employee Stock Ownership Plan and EGI-TRB, L.L.C. (solely for the limited purposes of
	Section 8.12 thereof), incorporated by reference to Exhibit 10.1 of the Company’s Current Report on
	Form 8-K, as filed with the Securities and Exchange Commission on April 5, 2007.
(d)(2)	Registration Rights Agreement, dated as of April 1, 2007, by and among Tribune Company,
	EGI-TRB, L.L.C. and GreatBanc Trust Company, not in its individual or corporate capacity, but
	solely as trustee of the Tribune Employee Stock Ownership Trust, which forms a part of the Tribune
	Employee Stock Ownership Plan, incorporated by reference to Exhibit 4.1 of the Company’s Current
	Report on Form 8-K, as filed with the Securities and Exchange Commission on April 5, 2007.
(d)(3)	Registration Rights Agreement, dated as of April 1, 2007, by and between Tribune Company and
	each of Chandler Trust No. 1 and Chandler Trust No. 2, incorporated by reference to Exhibit 4.2 of
	the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission
	on April 5, 2007.
(d)(4)	Securities Purchase Agreement, dated as of April 1, 2007, by and among Tribune Company,
	EGI-TRB, L.L.C. and Samuel Zell, incorporated by reference to Exhibit 10.2 of the Company’s
	Current Report on Form 8-K, as filed with the Securities and Exchange Commission on April 5,
	2007.
(d)(5)	Form of Subordinated Exchangeable Promissory Note of Tribune Company, incorporated by
	reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, as filed with the Securities
	and Exchange Commission on April 5, 2007.
(d)(6)	Form of Subordinated Promissory Note of Tribune Company, incorporated by reference to
	Exhibit 10.4 of the Company’s Current Report on Form 8-K, as filed with the Securities and
	Exchange Commission on April 5, 2007.
(d)(7)	Form of Warrant Agreement, incorporated by reference to Exhibit 10.5 of the Company’s Current
	Report on Form 8-K, as filed with the Securities and Exchange Commission on April 5, 2007.
(d)(8)	ESOP Purchase Agreement, dated as of April 1, 2007, by and between Tribune Company and
	GreatBanc Trust Company, not in its individual or corporate capacity, but solely as trustee of the
	Tribune Employee Stock Ownership Trust, a separate trust created under the Tribune Employee
	Stock Ownership Plan, incorporated by reference to Exhibit 10.6 of the Company’s Current Report
	on Form 8-K, as filed with the Securities and Exchange Commission on April 5, 2007.
(d)(9)	ESOP Loan Agreement, dated as of April 1, 2007, by and between Tribune Company and GreatBanc
	Trust Company, not in its individual or corporate capacity, but solely as trustee of the Tribune
	Employee Stock Ownership Trust, which implements and forms a part of the Tribune Employee
	Stock Ownership Plan, incorporated by reference to Exhibit 10.7 of the Company’s Current Report
	on Form 8-K, as filed with the Securities and Exchange Commission on April 5, 2007.
(d)(10)	ESOP Note, dated as of April 1, 2007, executed by GreatBanc Trust Company, not in its individual
	or corporate capacity, but solely in its capacity as trustee of the Tribune Employee Stock Ownership
	Trust, which implements and forms a part of the Tribune Employee Stock Ownership Plan in favor
	of Tribune Company, incorporated by reference to Exhibit 10.8 of the Company’s Current Report on
	Form 8-K, as filed with the Securities and Exchange Commission on April 5, 2007.

(d)(11)	ESOP Pledge Agreement, dated as of April 1, 2007, between the Company and GreatBanc Trust
	Company, not in its individual or corporate capacity but solely in its capacity as trustee of the
	Tribune Employee Stock Ownership Trust, which forms a part of the Tribune Employee Stock
	Ownership Plan, incorporated by reference to Exhibit 10.9 of the Company’s Current Report on
	Form 8-K, as filed with the Securities and Exchange Commission on April 5, 2007.
(d)(12)	Investor Rights Agreement, dated as of April 1, 2007, by and among Tribune Company, EGI-TRB,
	L.L.C. and GreatBanc Trust Company, not in its individual or corporate capacity, but solely as
	trustee of the Tribune Employee Stock Ownership Trust, which forms a part of the Tribune
	Employee Stock Ownership Plan, incorporated by reference to Exhibit 10.12 of the Company’s
	Current Report on Form 8-K, as filed with the Securities and Exchange Commission on April 5,
	2007.
(d)(13)	Voting Agreement, dated as of April 1, 2007, by and among Tribune Company, and each of
	Chandler Trust No. 1 and Chandler Trust No. 2, incorporated by reference to Exhibit 10.13 of the
	Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on
	April 5, 2007.
(d)(14)	Tribune Employee Stock Ownership Plan, incorporated by reference to Exhibit 10.14 of the
	Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on
	April 5, 2007.
(d)(15)	Tribune Employee Stock Ownership Trust, dated April 1, 2007, by and between Tribune Company
	and GreatBanc Trust Company, not in its individual or corporate capacity, but solely as trustee of the
	Tribune Employee Stock Ownership Trust, incorporated by reference to Exhibit 10.15 of the
	Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on
	April 5, 2007.
(d)(16)	Rights Agreement between Tribune Company and First Chicago Trust Company of New York, as
	Rights Agent, dated as of December 12, 1997, incorporated by reference from Exhibit 4.1 of the
	Company’s Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and
	Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 1 to Current
	Report on Form 8-K, dated December 12, 1997.
(d)(17)	Amendment No. 1, dated as of June 12, 2000, to the Rights Agreement between Tribune Company
	and First Chicago Trust Company of New York, as Rights Agent, incorporated by reference from
	Exhibit 4.1a of the Company’s Form 10-K for the fiscal year ended December 25, 2005, as filed with
	the Securities and Exchange Commission on February 28, 2006, incorporating by reference from
	Exhibit 4.1 to Current Report on Form 8-K, dated June 12, 2000.
(d)(18)	Amendment No. 2, dated as of September 21, 2006, to the Rights Agreement between Tribune
	Company and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company,
	N.A., formerly known as First Chicago Trust Company of New York), as Rights Agent, incorporated
	by reference from Exhibit 4.1 to Current Report on Form 8-K, dated September 22, 2006.
(d)(19)	Amendment No. 3, dated as of April 1, 2007, to the Rights Agreement between Tribune Company
	and Computershare Trust Company, N.A. (formerly known as EquiServe Trust Company, N.A.,
	formerly known as First Chicago Trust Company of New York), as Rights Agent, as amended by
	Amendment No. 1, dated as of June 12, 2000, and Amendment No. 2, dated as of September 21,
	2006, incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K, as
	filed with the Securities and Exchange Commission on April 5, 2007.
(d)(20)	Tribune Company Supplemental Retirement Plan, as amended and restated October 18, 2006,
	incorporated by reference from Exhibit 10.1 of the Company’s Form 10-K for the fiscal year ended
	December 31, 2006, as filed with the Securities and Exchange Commission on February 26, 2007,
	incorporating by reference from Exhibit 10.3 to Current Report on Form 8-K, dated October 18,
	2006.
(d)(21)	Tribune Company Directors’ Deferred Compensation Plan, as amended and restated effective as of
	January 1, 2005, incorporated by reference from Exhibit 10.2 of the Company’s Form 10-K for the
	fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on
	February 28, 2006, incorporating by reference from Exhibit 10.2 to Current Report on Form 8-K,
	dated December 22, 2005.

(d)(22)	The Times Mirror Company Deferred Compensation Plan for Non-Employee Directors,
	incorporated by reference from Exhibit 10.3 of the Company’s Form 10-K for the fiscal year ended
	December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006,
	incorporating by reference from Exhibit 10.7 to The Times Mirror Company’s Annual Report on
	Form 10-K as filed March 29, 1995.
(d)(23)	Tribune Company Bonus Deferral Plan, as amended and restated as of October 18, 2006,
	incorporated by reference from Exhibit 10.4 of the Company’s Form 10-K for the fiscal year ended
	December 31, 2006, as filed with the Securities and Exchange Commission on February 26, 2007,
	incorporating by reference from Exhibit 10.1 to Current Report on Form 8-K, dated October 18,
	2006.
(d)(24)	Tribune Company 1992 Long-Term Incentive Plan, effective as of April 29, 1992, as amended
	April 19, 1994, incorporated by reference from Exhibit 10.5 of the Company’s Form 10-K for the
	fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on
	February 28, 2006, incorporating by reference from Exhibit 10.11 to Annual Report on Form 10-K
	as filed March 22, 1995.
(d)(25)	First Amendment to Tribune Company 1992 Long-Term Incentive Plan, effective October 24, 2000,
	incorporated by reference from Exhibit 10.5a of the Company’s Form 10-K for the fiscal year ended
	December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006,
	incorporating by reference from Exhibit 10.6a to Annual Report on Form 10-K as filed March 27,
	2001.
(d)(26)	Tribune Company Executive Financial Counseling Plan, effective October 19, 1988, as amended
	January 1, 1994, incorporated by reference from Exhibit 10.6 of the Company’s Form 10-K for the
	fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on
	February 28, 2006, incorporating by reference from Exhibit 10.13 to Annual Report on Form 10-K
	as filed March 23, 1994.
(d)(27)	Tribune Company Transitional Compensation Plan for Executive Employees, amended and restated
	effective as of July 19, 2006, incorporated by reference from Exhibit 10.7 of the Company’s
	Form 10-K for the fiscal year ended December 31, 2006, as filed with the Securities and Exchange
	Commission on February 26, 2007.
(d)(28)	Tribune Company Supplemental Defined Contribution Plan, as amended and effective as of
	October 18, 2006, incorporated by reference from Exhibit 10.8 of the Company’s Form 10-K for the
	fiscal year ended December 31, 2006, as filed with the Securities and Exchange Commission on
	February 26, 2007, incorporating by reference from Exhibit 10.2 to Current Report on Form 8-K,
	dated October 18, 2006.
(d)(29)	Tribune Company Employee Stock Purchase Plan, as amended and restated July 27, 1999,
	incorporated by reference from Exhibit 10.9 of the Company’s Form 10-K for the fiscal year ended
	December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006,
	incorporating by reference from Exhibit 10.10 to Annual Report on Form 10-K as filed March 16,
	2000.
(d)(30)	First Amendment to Tribune Company Employee Stock Purchase Plan, as amended and restated
	July 27, 1999, incorporated by reference from Exhibit 10.9a of the Company’s Form 10-K for the
	fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on
	February 28, 2006, incorporating by reference from Exhibit 10.10a to Quarterly Report on
	Form 10-Q for the quarter ended September 24, 2000.
(d)(31)	Second Amendment to Tribune Company Employee Stock Purchase Plan, effective as of May 7,
	2002, incorporated by reference from Exhibit 10.9b of the Company’s Form 10-K for the fiscal year
	ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28,
	2006, incorporating by reference from Exhibit 10.8b to Annual Report on Form 10-K as filed
	March 12, 2003.
(d)(32)	Tribune Company 1995 Non-employee Director Stock Option Plan, as amended and restated
	effective December 9, 2003, incorporated by reference from Exhibit 10.10 of the Company’s
	Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange
	Commission on February 28, 2006, incorporating by reference from Exhibit 10.9 to Annual Report
	on Form 10-K as filed February 27, 2004.

(d)(33)	Tribune Company 1996 Non-employee Director Stock Compensation Plan, as amended and restated
	effective January 1, 2005, incorporated by reference from Exhibit 10.11 of the Company’s
	Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange
	Commission on February 28, 2006, incorporating by reference from Exhibit 10.4 to Current Report
	of Form 8-K dated December 22, 2005.
(d)(34)	Tribune Company Incentive Compensation Plan, as amended and restated effective May 12, 2004,
	incorporated by reference from Exhibit 10.12 of the Company’s Form 10-K for the fiscal year ended
	December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006,
	incorporating by reference from Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter
	ended June 27, 2004.
(d)(35)	Form of Notice of Grant and Stock Option Term Sheet, incorporated by reference from
	Exhibit 10.12a of the Company’s Form 10-K for the fiscal year ended December 25, 2005, as filed
	with the Securities and Exchange Commission on February 28, 2006, incorporating by reference
	from Exhibit 10.1 to Current Report on Form 8-K dated February 11, 2005.
(d)(36)	Form of Restricted Stock Unit Award Notice, incorporated by reference from Exhibit 10.12b of the
	Company’s Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and
	Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.1 to
	Current Report on Form 8-K dated February 21, 2006.
(d)(37)	The Times Mirror Company 1997 Directors Stock Option Plan, incorporated by reference from
	Exhibit 10.13 of the Company’s Form 10-K for the fiscal year ended December 25, 2005, as filed
	with the Securities and Exchange Commission on February 28, 2006, incorporating by reference
	from Exhibit 10.15 to The Times Mirror Company’s Annual Report on Form 10-K as filed March
	18, 1997.
(d)(38)	Limited Liability Company Agreement of TMCT, LLC, dated August 8, 1997, incorporated by
	reference from Exhibit 10.14 of the Company’s Form 10-K for the fiscal year ended December 25,
	2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by
	reference from Exhibit 10.1 to The Times Mirror Company’s Current Report on Form 8-K, dated
	August 8, 1997.
(d)(39)	Lease Agreement between TMCT, LLC and Times Mirror, dated August 8, 1997, incorporated by
	reference from Exhibit 10.15 of the Company’s Form 10-K for the fiscal year ended December 25,
	2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by
	reference from Exhibit 10.4 to The Times Mirror Company’s Current Report on Form 8-K, dated
	August 8, 1997.
(d)(40)	Amended and Restated Limited Liability Company Agreement of TMCT II, LLC, dated
	September 3, 1999, incorporated by reference from Exhibit 10.16 of the Company’s Form 10-K for
	the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on
	February 28, 2006, incorporating by reference from Exhibit 10.1 to The Times Mirror Company’s
	Current Report on Form 8-K, dated September 3, 1999.
(d)(41)	First Amendment to Amended and Restated Limited Liability Agreement of TMCT II, LLC, dated
	as of August 14, 2000, incorporated by reference from Exhibit 10.16a of the Company’s Form 10-K
	for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission
	on February 28, 2006, incorporating by reference from Exhibit 10.17a to Annual Report on
	Form 10-K as filed March 27, 2001.
(d)(42)	Second Amendment to Amended and Restated Limited Liability Agreement of TMCT II, LLC,
	dated as of August 1, 2002, incorporated by reference from Exhibit 10.16b of the Company’s
	Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange
	Commission on February 28, 2006, incorporating by reference from Exhibit 10.14b to Annual
	Report on Form 10-K, as filed March 12, 2003.
(d)(43)	Subordinated Exchangeable Promissory Note of Tribune Company, dated April 23, 2007,
	incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, as filed
	with the Securities and Exchange Commission on April 24, 2007.
(d)(44)	Letter Agreement, dated April 23, 2007, among Tribune Company, EGI-TRB, L.L.C. and Samuel
	Zell, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, as
	filed with the Securities and Exchange Commission on April 24, 2007.

(d)(45)	Subordinated Promissory Note, dated December 20, 2007, issued by Tribune Company to
	EGI-TRB, L.L.C.
(d)(46)	Warrant to Purchase Shares of Common Stock, dated December 20, 2007, issued by Tribune Company to
	EGI-TRB, L.L.C.
(f)	Section 262 of the Delaware General Corporation Law, attached as Annex D to the Proxy Statement.
(g)	Not Applicable.

________________________________

*	Previously filed on the Filing on April 25, 2007.
**	Previously filed on Amendment No. 1 to the Filing on April 26, 2007.
***	Previously filed on Amendment No. 2 to the Filing on April 27, 2007.
****	Previously filed on Amendment No. 3 to the Filing on May 1, 2007.
*****	Previously filed on Amendment No. 4 to the Filing on May 4, 2007.
******	Previously filed on Amendment No. 5 to the Filing on May 11, 2007.
*******	Previously filed on Amendment No. 6 to the Filing on May 17, 2007.
********	Previously filed on Amendment No. 8 to the Filing on May 22, 2007.
*********	Previously filed on Amendment No. 10 to the Filing on May 24, 2007.
**********	Previously filed on Amendment No. 11 to the Filing on May 25, 2007.
***********	Previously filed on Amendment No. 12 to the Filing on May 31, 2007.

EX-99

Exhibit (a)(5)(Q)

TRIBUNE COMPLETES GOING-PRIVATE TRANSACTION;
SAM ZELL NAMED CHAIRMAN & CEO
Zell Increases Investment in Company to $315 Million;
New Board of Directors Elected

CHICAGO, Dec. 20, 2007—Tribune Company (NYSE:TRB) announced today that it has completed its going-private transaction by merging with an acquisition subsidiary of the Tribune Employee Stock Ownership Plan (Tribune ESOP). Effective immediately, Sam Zell, who financed the transaction, assumes the roles of chairman of the board and chief executive officer.

“We have a tremendous opportunity to take the great brands of Tribune Company, and the enormous talent within the company, to a new level,” said Zell. “Tribune, along with the newspaper industry, has been mired in its monopolistic origins, and we intend to create a fresh, entrepreneurial culture that is fast and nimble, and which rewards innovation. Our goal is to provide a sustainable, relevant product for our customers and communities.”

Under the terms of the merger agreement, all of the company’s publicly held shares of common stock, except for those owned by the Tribune ESOP and shares held by shareholders who validly exercise appraisal rights, will be cashed out at $34 per share. Shareholders approved the transaction at a special meeting held on Aug. 21, 2007. The company’s common stock will cease trading on the New York Stock Exchange at market close today.

On April 2, 2007, Tribune announced its intention to become a private company, owned 100 percent by the Tribune ESOP. EGI-TRB, an entity run by Zell, made an initial investment of $250 million in Tribune, and Zell was named to the company’s board of directors in May. As part of the going-private transaction, EGI-TRB increased its investment to $315 million by purchasing a note and a warrant to acquire up to 40 percent of the company’s common equity on a fully diluted basis.

Board and Management Changes

Contingent upon board approval this afternoon, Tribune’s board will have a total of eight directors, chaired by Zell. The company expects to add the following directors:

• Jeffrey S. Berg, 60, chairman and chief executive officer of International Creative Management, Inc. He serves on the Board of Visitors at the UCLA Anderson School of Management, and on the Board of Directors of Oracle Corporation. He is also on the London School of Economics’ Court of Governors.
  
• Brian L. Greenspun, 61, chairman and chief executive officer of The Greenspun Corporation, and president and editor of the Las Vegas Sun. He is a member of

the Board of Trustees of the Brookings Institution in Washington, D.C. and amember of the International Advisory Council of the Saban Center for MiddleEast Policy in Washington. Greenspun also serves on the University of NevadaPresident’s Community Advisory Board. The Greenspun family has made asignificant investment in Tribune Company.

• William C. Pate, 44, chief investment officer of Equity Group Investments, LLC. Pate serves on the boards of Covanta Holding Corporation and Exterran Holdings Inc. He is a nominee of Zell’s affiliate agreement with Tribune Company.
  
  
• Maggie Wilderotter, 52, chairman and chief executive officer of Citizens Communications. Wilderotter has 30 years of experience in the communications industry, and serves on the board of directors of Yahoo! and Xerox Corporation, as well as the boards for a number of non-profit organizations.
  
  
• Frank E. Wood, 65, chief executive officer of Secret Communications, LLC, a venture capital company in Cincinnati. Wood, a former lawyer, spent 33 years in the radio broadcasting business. He is chairman of the board of 8e6 Technologies, an internet filtering company, and serves on the board of Chemed Corporation and C Bank, a new business bank.

William A. Osborn and Betsy D. Holden each have been re-elected to serve on Tribune’s board.

• Holden, 52, joined Tribune Company’s board of directors in 2002. She is a senior advisor to McKinsey & Company and the former president of global marketing and category development at Kraft Foods Inc. She also serves on the board of Western Union Company.
  
  
• Osborn, 60, joined Tribune Company’s board of directors in 2001. He is chairman and chief executive officer and a director of Northern Trust Corporation and its principal subsidiary, The Northern Trust Company. In addition, he serves on the board of Caterpillar, Inc.

Tribune’s executive management team, led by Zell, adds Randy Michaels as executive vice president and chief executive officer of Interactive and Broadcasting, and Gerald A. Spector as executive vice president and chief administrative officer.

• Michaels, 55, was formerly CEO of Local TV, LLC, a company that acquired television stations formerly owned by New York Times Company. He has more than 37 years in media, including his role as president and chief executive officer at Jacor, which merged with Clear Channel Communications in 1999. As CEO, Michaels grew Clear Channel from 425 to 1200 stations in just three years.
  
  
• Spector, 61, previously served as executive vice president and chief operating officer of Equity Residential. Prior to that role, he was COO of Equity Group Investments. Spector has more than 35 years of experience in bringing various financial and real estate companies within Zell’s organization to operational excellence. He remains on the board of trustees of Equity Residential as vice chairman.

2

Press Conference

Sam Zell will hold a press conference regarding Tribune’s going-private transaction at Tribune Tower at 2:30 p.m. CDT (3:30 EDT, 12:30 PDT). Tribune Tower is located a 435 North Michigan Avenue, Chicago. Media wishing to cover the event should e-mail their contact information to dbrown@tribune.com, and check in at the main entrance of the Tower.

The press conference will be available by satellite on:

Galaxy 17
Transponder 13 -- Horizontal
11967.25 MHz
1217.25 MHz. L-band
4.2969 m/S symbol rate
5/6 FEC

An audio webcast of the press conference will be available on the company's website, http://www.tribune.com.

###

About Tribune Company

Tribune is one of the country’s top media companies, operating businesses in publishing, interactive and broadcasting. It reaches more than 80 percent of U.S. households and is the only media organization with newspapers, television stations and websites in the nation’s top three markets. In publishing, Tribune’s leading daily newspapers include the Los Angeles Times, Chicago Tribune, Newsday (Long Island, N.Y.), The Sun (Baltimore), South Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant. The company’s broadcasting group operates 23 television stations, Superstation WGN on national cable, Chicago’s WGN-AM and the Chicago Cubs baseball team. Popular news and information websites complement Tribune’s print and broadcast properties and extend the company’s nationwide audience.

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EX-99

Exhibit (d)(45)

[Copy]
SUBORDINATED PROMISSORY NOTE

December 20, 2007  $225,000,000.00 

     Tribune Company, a Delaware corporation located at 435 North Michigan Avenue, Chicago, Illinois 60611 (“Maker”), hereby promises to pay to the order of EGI-TRB, L.L.C., a Delaware limited liability company located at Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606 (the “Holder”) or its successors or permitted assigns, the principal amount of TWO HUNDRED TWENTY-FIVE MILLION AND NO/100 DOLLARS ($225,000,000.00) together with interest thereon calculated from the date hereof in accordance with the provisions of this Subordinated Promissory Note (this “Note”).

     1. Payments.

     (a) Interest on the unpaid principal amount of this Note outstanding from time to time shall accrue at the rate of 4.64% per annum calculated on the basis of a 365-day year and the actual number of days elapsed in any year, or (if less) at the highest rate then permitted under applicable law (the “Interest Rate”). At all times during the occurrence of an Event of Default, and at all times after December 20, 2018 (the “Maturity Date”), all of the obliga tions and liabilities of Maker to the Holder hereunder shall accrue interest at a rate equal to the Interest Rate plus two percent (2%) (the “Default Rate”) to the extent permitted under applicable law. Interest on the unpaid principal amount hereunder shall be payable on the last day of each calendar quarter (each, a “Payment Date”) as follows:

                (i) to the extent the payment of such interest payment is not prohibited by the terms of any applicable subordination agreement or intercreditor agreement (if any) made by and among the Holder and the financial institutions, agents and other persons party thereto from time to time (any such agreement or agreements, as amended, restated or otherwise modified from time to time, collectively, the “Intercreditor Agreement”) as of such Payment Date, Maker shall pay to the Holder all accrued and unpaid interest as of such Payment Date in cash in accordance with the terms of Section 1(c) below (each, a “Cash Interest Payment< /FONT>”); and

                (ii) to the extent the payment of such interest payment is prohibited pursuant to the terms of the Intercreditor Agreement as of such Payment Date, all accrued and unpaid interest as of such Payment Date shall be capitalized as principal outstanding on this Note by adding the amount of such interest payment to the outstanding principal amount of this Note.

     (b) Payments of principal outstanding from time to time under this Note shall be made as follows, each to the extent not prohibited by the terms of the Intercreditor Agreement:

                (i) on each Payment Date, Maker shall make principal payments to the Holder in the amount of two hundred fifty thousand and no/100 Dollars ($250,000.00), commencing on December 31, 2007 and through and including the Maturity Date;

                (ii) on the Maturity Date hereof, Maker shall pay the outstanding principal amount of this Note, together with all accrued and unpaid interest hereon, and any costs and expenses incurred by Lender in connection herewith; and

                (iii) at any time and from time to time, Maker may, prepay, without premium or penalty, all or any portion of the outstanding principal amount of this Note, any such prepayment to be applied first, to all accrued but unpaid interest on this Note; second, to scheduled installments of principal in the direct order of maturity; and third, to outstanding principal (including, without limitation, capitalized interest).

     (c) If any payment is due, or any time period for giving notice or taking action expires, on a day which is a Saturday, Sunday or legal holiday in the State of New York, the payment shall be due and payable on, and the time period shall automatically be extended to, the next business day immediately following such Saturday, Sunday or legal holiday, and interest shall continue to accrue at the required rate hereunder until any such payment is made. All payments to be made to the Holder shall be made in the lawful money of the United States of America in immediately available funds, free and clear of all taxes and charges whatsoever. Payments shall be delivered to the Holder at the address set forth above or to such other address or to the attention of such other person as specified by prior written notice to Maker or by wire transfer pursuant to wire instructions as specified by prior written notice to Maker .

     2. Subordination.

     All of the obligations and liabilities of Maker to the Holder evidenced by this Note (including, without limitation, principal, interest and costs and expenses) are qualified by, limited and expressly subordinated in accordance with the terms and conditions set forth in the Intercreditor Agreement.

     3. Events of Default.

     (a) For purposes of this Note, an “Event of Default” shall be deemed to have occurred if:

                (i) Maker fails to make any payment of principal of, or interest on, any Note when due and payable and such default remains uncured for a period of more than five (5) business days; provided, that, the failure by Maker to make a principal or interest payment hereunder when due shall not constitute an Event of Default if Maker is prohibited from making such payment under the terms of the Intercreditor Agreement; or

                (ii) Maker or any its subsidiaries or any guarantor of Maker’s obligations hereunder makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; or an order, judgment or decree is entered adjudicating Maker or any such subsidiary or guarantor bankrupt or insolvent; or any order for relief with respect to Maker or any such subsidiary or guarantor is entered

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under Title 11 of the United States Code, 11 U.S.C. §§101 et. seq.; or Maker or any such subsidiary or guarantor petitions or applies to any tribunal for the appointment of a custodian, trustee, receiver or liquidator of Maker or any such subsidiary or guarantor, or of any substantial part of the assets of Maker or any such subsidiary or guarantor, or commences any proceeding (other than a proceeding for the voluntary liquidation and dissolution of any subsidiary of Maker) relating to Maker or any such subsidiary or guarantor under any bankruptcy reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such proceeding is commenced, against Maker or any such subsidiary or gua rantor and either (A) Maker or any such subsidiary or guarantor by any act indicates its approval thereof, consent thereto or acquiescence therein or (B) such petition, application or proceeding is not dismissed within sixty (60) days.

The foregoing shall constitute Events of Default whatever the reason or cause for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

     (b) Upon the occurrence of an Event of Default:

                (i) if an Event of Default of the type described in Section 3(a)(i) of this Note has occurred, the aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts due and payable with respect thereto, including, without limitation, any costs and expenses incurred by Lender in connection herewith) shall become immediately due and payable upon written notice from the Holder to the Maker, and, to the extent not prohibited by the provisions of the Intercreditor Agreement, Maker shall immediately pay to the Holder all amounts due and payable with respect to this Note;

                (ii) if an Event of Default of the type described in Section 3(a)(ii) of this Note has occurred, the aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts due and payable with respect thereto, including, without limitation, any costs and expenses incurred by Lender in connection herewith) shall become immediately due and payable without any action on the part of the Holder, and, to the extent not prohibited by the provisions of the Intercreditor Agreement, Maker shall immediately pay to the Holder all amounts due and payable with respect to this Note; and

                (iii) subject to the terms of the Intercreditor Agreement, the Holder shall have all rights and remedies set forth herein and under any applicable law or in equity. No such remedy is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or thereunder or now or hereafter existing at law or in equity or by statute or otherwise. Subject to the terms of the Intercreditor Agreement, any Holder having any rights under any provision of this Note shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Note and to exercise all other rights granted by law.

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     4. General.

     (a) The terms of this Note may be waived, altered or amended, and Maker may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only by an instrument in writing duly executed by Maker and the Holder. Any such amendment or waiver shall be binding upon the Holder, Maker and their respective successors and permitted assigns.

     (b) Maker hereby waives diligence, presentment, protest and demand and notice of protest and demand, dishonor and nonpayment of this Note, and expressly agrees that this Note, or any payment hereunder, may be extended from time to time, all without in any way affecting the liability of Maker hereunder.

     (c) All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Note shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid), transmitted by facsimile (receipt confirmed) or three days after mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to Maker and the Holder at the address set forth above or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

     (d) If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (a) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Holder in order to carry out the intentions of the parties hereto as nearly as may be possible and (b) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.

     (d) This Note shall be binding upon and inure to the benefit of the respective successors and permitted assigns of each of the parties hereto, provided, that neither Holder nor Maker shall assign or transfer its rights or duties hereunder without the prior written consent of the other party hereto.

     (e) It is the intention of Maker and the Holder to conform strictly to all applicable usury laws now or hereafter in force, and any interest payable under this Note shall be subject to reduction to the amount not in excess of the maximum legal amount allowed under the applicable usury laws as now or hereafter construed by the courts having jurisdiction over such matters. If the maturity of this Note is accelerated by reason of an election by the Holder resulting from an Event of Default, voluntary prepayment by Maker or otherwise, then earned interest may never include more than the maximum amount permitted by law, computed from the date hereof until payment, and any interest in excess of the maximum amount permitted by law shall be canceled automatically and, if theretofore paid, shall at the option of the Holder either be rebated to Maker or credited on the principal amount of this Note, or if this Note h as been paid, then the excess shall be rebated to Maker. The aggregate of all interest (whether designated as interest, service charges, points or otherwise) contracted for, chargeable, or receivable under this Note shall under no circumstances exceed the maximum legal rate upon the

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unpaid principal balance of this Note remaining unpaid from time to time. If such interest does exceed the maximum legal rate, it shall be deemed a mistake and such excess shall be canceled automatically and, if theretofore paid, rebated to Maker or credited on the principal amount of this Note, or if this Note has been repaid, then such excess shall be rebated to Maker.

     (f) This Note shall be governed by and interpreted in accordance with the laws of the State of Delaware, without giving effect to any laws or principles of conflicts of laws that would cause the laws of any other jurisdiction to apply.

     (G) MAKER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR DELAWARE STATE COURT IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE AND MAKER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF HOLDER TO BRING PROCEEDINGS AGAINST MAKER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY MAKER AGAINST HOLDER OR ANY AFFILIATE THEREOF INVOLVING DIRECTLY OR INDIRECTLY ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THIS NOTE SHALL BE BROUGHT ONLY IN A COURT IN DELAWARE.

     (H) MAKER AND HOLDER EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. MAKER AND HOLDER EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS NOTE OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE.

{Signature Page Follows}

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[Copy]     

     IN WITNESS WHEREOF, Maker has executed and delivered this Note on this 20th day of December, 2007.

TRIBUNE COMPANY 

By:  /s/ Crane H. Kenney

Name:   Crane H. Kenney 

Its:         Senior Vice President, General Counsel 

              and Secretary 

Acknowledged and agreed to as of 

this 20th day of December, 2007 

EGI-TRB, L.L.C. 

By:  /s/ Philip G. Tinkler

Name:   Philip G. Tinkler

Its:        Vice President

Signature Page to Subordinated Promissory Note

EX-99

Exhibit (d)(46)

[Copy]

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. THIS WARRANT IS SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT AMONG THE COMPANY, EGI-TRB, L.L.C., AND GREATBANC TRUST COMPANY, SOLELY AS TRUSTEE OF THE TRIBUNE EMPLOYEE STOCK OWNERSHIP TRUST WHICH FORMS PART OF THE TRIBUNE EMPLOYEE STOCK OWNERSHIP PLAN.

Date of Issuance (“Issue Date”):	Void after:
December 20, 2007	December 20, 2022

Certificate No. W-01

WARRANT TO PURCHASE SHARES OF COMMON STOCK

     For value received, the receipt and sufficiency of which is hereby acknowledged, this Warrant is issued to EGI-TRB, L.L.C., a Delaware limited liability company (the “Holder”), by Tribune Company, a Delaware corporation (the “Company”).

     1. Purchase of Shares.

           (a) Number of Shares. Subject to the terms and conditions set forth herein, the Holder shall be entitled, at any time, from time to time, upon surrender of this Warrant, to purchase from the Company an aggregate of 43,478,261 duly authorized, validly issued, fully paid and nonassessable shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The term “Warrant” as used herein shall be deemed to include any warrants issued upon transfer or partial exercise of this Warrant unless the context clearly requires otherwise.

           (b) Exercise Price. In respect of any exercise, in whole or in part, of the Warrant pursuant to Section 1(a) above, the exercise price per Share issuable upon such exercise shall be $11.50 (the “Exercise Price”). Notwithstanding the immediately preceding sentence, the Shares and the Exercise Price shall be subject to adjustment pursuant to Section 8 hereof. In addition, on each of the first ten anniversary dates of the Issue Date, the Exercise Price in effect immediately prior to such anniversary date (the “Prior Exercise Price”) shall be increased by an amount equal to the Prior Exercise Price multiplied by the percentage set forth opposite the applicable anniversary date as hereinafter set forth. For the avoidance of doubt, the applicable Exercise Price for each period, assuming no other adjustments in accordance with

Section 8, is set forth below under the heading “Exercise Price Without Section 8 Adjustment” with respect to the year that commences on the anniversary date indicated.

Anniversary Date	Percentage Increase to	Exercise Price Without
	Exercise Price	Section 8 Adjustment
First anniversary of Issue Date	2.000000%	$11.73
Second anniversary of Issue Date	1.960784%	$11.96
Third anniversary of Issue Date	1.923077%	$12.19
Fourth anniversary of Issue Date	1.886792%	$12.42
Fifth anniversary of Issue Date	1.851852%	$12.65
Sixth anniversary of Issue Date	1.818182%	$12.88
Seventh anniversary of Issue Date	1.785714%	$13.11
Eighth anniversary of Issue Date	1.754386%	$13.34
Ninth anniversary of Issue Date	1.724138%	$13.57
Tenth anniversary of Issue Date	1.694915%	$13.80

Following the tenth anniversary of the Issue Date, there shall be no further changes to the Exercise Price, except as provided in Section 8 hereof.

     (c) Vesting and Exercisability of Shares. This Warrant shall be fully vested and exercisable as of the date of issuance set forth above.

     2. Exercise Period. This Warrant shall be exercisable, in whole or in part, during the term commencing on the date hereof and ending on December 20, 2022.

     3. Method of Exercise.

     (a) While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:

             (i) the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, to the Secretary of the Company at its principal office (or at such other place as the Company shall notify the Holder in writing);

             (ii) the delivery to the Company of a written opinion of counsel to the Holder in form and substance reasonably satisfactory to the Company that the transferee of the Warrant will be an eligible S corporation holder; and

             (iii) except in connection with a Net Exercise (as defined below) pursuant to Section 4 below, the payment to the Company by wire transfer to an account designated by the Company of an amount equal to the aggregate Exercise Price for the number of Shares being purchased.

     (b) Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or

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persons in whose name or names any certificate for the Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be deemed to have become the holder or holders of record of the Shares represented by such certificate. As used in this Warrant, “person” means any individual, partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, unincorporated organization or any federal, state, county or municipal governmental or quasi-governmental agency, department, commission, board, bureau or instrumentality or any other entity.

     (c) As soon as reasonably practicable after the exercise of this Warrant in whole or in part, the Company at its expense will cause to be issued in the name of, and delivered to, the Holder, or as the Holder may direct:

             (i) a certificate or certificates (with appropriate restrictive legends) for the number of Shares to which the Holder shall be entitled in such denominations as may be requested by the Holder; and

             (ii) in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of Shares equal to the number of such Shares described in this Warrant minus the number of such Shares purchased by the Holder upon all exercises made in accordance with Section 3(a) above or Section 4 below.

     (d) Notwithstanding any other provisions hereof, if an exercise of any portion of this Warrant is to be made in connection with the consummation of a sale of the Company’s Common Stock or other securities pursuant to a registration statement under the Securities Act of 1933, as amended (the “Act”) (other than a registration statement relating either to a sale of securities to employees of the Company pursuant to its stock option, stock purchase or other similar plan or to a Securities and Exchange Commission (“SEC”) Rule 145 transaction) (the “Public Offering”), or a Sale of the Company (as defined below), the exercise of any portion of this Warrant may, at the election of the Holder hereof, be conditioned upon the consummation of the Public Offering or Sale of the Company, in which case such exercise shall not be deemed to be effective until the consummation of such transaction. A “Sale of the Company” shall mean (i) the closing of the sale, lease, transfer or other disposition of all or substantially all of the Company’s assets, (ii) the consummation of a merger or consolidation of the Company with or into another entity (except a merger or consolidation in which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold at least 50% of the voting power of the ca pital stock of the Company or the surviving or acquiring entity), (iii) the closing of the transfer (whether by merger, consolidation or otherwise), in one transaction or a series of related transactions, to a person or group of affiliated persons not affiliated with the Company (other than an underwriter of the Company’s securities), of the Company’s securities if, after such closing, such person or group of affiliated persons would hold 50% or more of the outstanding voting stock of the Company (or the surviving or acquiring entity) or (iv) a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary; provided, however, that a transaction described in (i), (ii) or (iii) above shall not constitut e a Sale of the Company if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately prior to such transaction. For purposes of this

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Warrant, “affiliate” shall mean, with respect to any specified person, any other person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person.

     (e) Notwithstanding anything else to the contrary herein, in connection with a proposed Sale of the Company, the Holder shall, upon ten days prior written notice to the Company, have the right (but not the obligation) to require the Company to redeem (and the Company shall redeem) in connection with consummation of such Sale of the Company all or any portion of the Warrant, without exercising it, for consideration equal to the same number of shares of Common Stock and amount of cash and other property that the Holder would have been entitled to receive upon such Sale of the Company had this Warrant (or any portion thereof) been exercised immediately prior to consummation of such Sale of the Company using the Net Exercise procedures specified in Section 4.

     4. Net Exercise. In lieu of exercising this Warrant for cash, the Holder may elect to receive Common Stock (or other cash or property the Holder may be entitled to pursuant to Section 8(b)) equal to the value of this Warrant (or the portion thereof being exercised) (a “Net Exercise”). Upon a Net Exercise, the Holder shall have the rights described in Section s 3(b) and 3(c) hereof, and the Company shall issue to the Holder a number of Shares computed using the following formula:

		X        =    Y (A - B)
		A
Where
	X =	The number of Shares to be issued to the Holder.
	Y =	The number of Shares purchasable under this Warrant or, if only a portion
		of the Warrant is being exercised, the portion of the Warrant being
		exercised (at the date of such calculation).
	A =	The Fair Market Value of one (1) Share (at the date of such calculation).
	B =	The Exercise Price (as adjusted to the date of such calculation).

     For purposes of this Warrant, the “Fair Market Value” of a Share shall mean the average of the closing prices of the Shares quoted in the over-the-counter market in which the Shares are traded or the closing price quoted on any exchange or electronic securities market on which the Shares are listed, whichever is applicable, as published in The Wall Street Journal for the thirty (30) trading days prior to the date of determination of fair market value (or such shorter period of time during which such Shares were traded over-the-counter or on such exchange). In the event that this Warrant is exercised pursuant to this Section 4 in connection with the consummation of the Company’s sale of its Common Stock or other securities pursuant to a Public Offering, the Fair Market Value per Share shall be the per share offering price to the public of the Public Offering. In the event this Warrant is redeemed pursuant to Section 3(e) above or exercised pursuant this Section 4, in each case, in connection with consummation of a Sale of the Company, the Fair Market Value per Share shall be equal to the Fair Market Value of

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the consideration per Share that the Holder would have been entitled to receive upon such Sale of the Company had this Warrant been redeemed or exercised immediately prior to the effective time of the Sale of the Company. If the Shares are not traded on the over-the-counter market, an exchange or an electronic securities market, the Fair Market Value shall be the price per Share that the Company could obtain from a willing buyer for Shares sold by the Company from authorized but unissued Shares, as such prices shall be reasonably determined in good faith by the trustee (the “ESOP Trustee”) of the Company’s employee stock ownership trust which forms part of the Company’s employee stock ownership plan (the “ESOP”) based upon a written valuation of the Company’s shares of Common Stock prepared by an independent appraiser retained by the Company to determine the Fair Market Value of the Shares for purposes of the ESOP and delivered to the Holder.

     For purposes of this Warrant, the “Fair Market Value” of property (including, without limitation, securities) other than Shares shall mean the fair market value thereof, as shall be reasonably determined in good faith by the Board of Directors of the Company (the “Board”) and set forth in a written resolution delivered to the Holder. Any determination of Fair Market Value of property other Shares shall be subject to the Holder’s contest and appraisal rights set forth in Section 8(h) hereof. Furthermore, at any time prior to the consummation of a Net Exercise other than in connection with a Sale of the Company, the Holder shall have the right in its sole and absolute discretion to (a) rescind its election to exercise the Warrant pursuant to Section 3(a) above or (b) rescind its election to effect a Net Exercise and instead pay to the Company the aggregate Exercise Price in accordance with Section 3(a) for the number of Shares being purchased.

     5. Regulatory Requirements.

             (a) Hart-Scott-Rodino. If any filing or notification becomes necessary pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSRAct”), based upon the planned exercise of this Warrant or any portion hereof, the Holder shall notify the Company of such requirement, and the Holder and the Company shall file with the proper authorities all forms and other documents necessary to be filed pursuant to the HSR A ct, as promptly as possible and shall cooperate with each other in promptly producing such additional information as those authorities may reasonably require to allow early termination of the notice period provided by the HSR Act or as otherwise necessary to comply with requirements of the Federal Trade Commission or the Department of Justice. The Holder and the Company agree to cooperate with each other in connection with such filings and notifications, and to keep each other informed of the status of the proceedings and communications with the relevant authorities. Each of the Holder and the Company shall pay its own filing fee in connection with any filings required under the HSR Act as a result of the exercise of Warrants and shall each bear its own expenses incurred in connection with any filing required pursuant to the HSR Act. Each Holder by acceptance of this Warrant or any portion hereof agrees to comply with the provisions of this Section 5(a).

             (b) Other Regulatory Requirements. If the Holder or, upon the advice of counsel, the Company, determines that the exercise of this Warrant would require prior notice to, or the consent or approval by, the Federal Communications Commission or any other regulatory agency that is vested with jurisdiction over the Company, the Holder and the

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Company shall make all necessary filings and notifications required, and shall have received all required consents, approvals, orders or otherwise, prior to effecting the exercise of this Warrant. The Company shall be required to pay all filing fees in connection with such filings and notifications.

     6.    Representations and Warranties of the Company. In connection with the transactions provided for herein, the Company hereby represents and warrants to the Holder that:

           (a) Organization, Good Standing, and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified and is authorized to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

           (b) Authorization. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Warrant by the Company, the performance of all obligations of the Company hereunder, and the authorization, issuance (or reservation for issuance), sale and delivery of the Shares issuable hereunder has been taken, and this Warrant constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availabi lity of specific performance, injunctive relief or other equitable remedies.

           (c) Compliance with Other Instruments. The authorization, execution and delivery of the Warrant will not constitute or result in a material default or violation of any law or regulation applicable to the Company or any material term or provision of the Company’s current certificate of incorporation or bylaws, or any material agreement or instrument by which it is bound or to which its properties or assets are subject.

           (d) Valid Issuance of Common Stock. The Shares, when issued, sold, and delivered in accordance with the terms of this Warrant for the consideration expressed herein, will be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights, taxes, liens and charges with respect to the issuance thereof. Based in part upon the representations and warranties of the Holder in this Warrant, the offer, sale and issuance of this Warrant and the issuance of Shares upon exercise of this Warrant, are and will be exempt from the registration requirements of any applicable state and federal securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

     7.    Representations and Warranties of the Holder. In connection with the transactions provided for herein, the Holder hereby represents and warrants to the Company that:

           (a) Authorization. The Holder has full power and authority to enter into this Warrant, and this Warrant constitutes its valid and legally binding obligation,

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enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

           (b) Accredited Investor. The Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D, as presently in effect, as promulgated by the SEC.

           (c) Restricted Securities. The Holder understands that the securities are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently in effect, as promulgated by the SEC (“Rule 144”), and understands the resale limitations imposed thereby and by the Act.

           (d) Legends. It is understood that the Shares may bear the following legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. THESE SECURITIES ARE SUBJECT TO THE TERMS OF AN INVESTOR RIGHTS AGREEMENT AMONG THE COMPANY, EGI-TRB, L.L.C. AND GREATBANC TRUST COMPANY, SOLELY AS TRUSTEE OF THE TRIBUNE EMPLOYEE STOCK OWNERSHIP TRUST WHICH FORMS PART OF THE TRIBUNE EMPLOYEE STOCK OWNERSHIP PLAN.”

     8. Adjustment of Exercise Price and Number of Shares. The number and kind of Shares purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

           (a) Subdivisions, Combinations and Other Issuances. If the Company shall at any time after the issuance but prior to the expiration of this Warrant subdivide its Common Stock, by split-up or otherwise, or combine its Common Stock, or issue additional shares of its Common Stock as a dividend or distribution with respect to any shares of its Common Stock, the number of Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend or distribution, or proportionately decreased in the case of a combination. The Exercise Price in effect prior to such subdivision, combination or issuance shall forthwith be proportionately decreased in the case of a subdivision or stock d ividend or distribution, or proportionately increased in the case of a combination, but the aggregate Exercise Price payable for the total number of Shares

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purchasable under this Warrant (as adjusted) shall remain the same. Any adjustment under this Section 8(a) shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

           (b) Reclassification, Reorganization and Consolidation. In the event of any corporate reclassification, capital reorganization, consolidation, spin-off, merger, transfer of all or a substantial portion of the Company’s properties or assets or any dissolution, liquidation or winding up of the Company (other than as a result of a subdivision, combination, dividend or distribution provided for in Section 8(a) above) (a “Corporate Transaction”), t hen, as a condition of such event, provision shall be made, and duly executed documents evidencing the same from the Company and any surviving or acquiring person (the “Successor Company”) shall be delivered to the Holder, so that the Holder shall have the right to receive upon exercise of this Warrant the same number of shares of Common Stock and amount of cash and other property that the Holder would have been entitled to receive upon such Corporate Transaction had this Warrant been exercised immediately prior to the effective time of such Corporate Transaction. The Company shall provide that any Successor Company in such Corporate Transaction shall enter into an agreement with the Company confirming the Holder’s rights pursuant to this Warrant, assuming the Company’s obligations under this Warrant, jointly and severally with the Company if the Company shall survive such Corporate Transaction, and providing after the date of such Corporate Transaction for adjustments, which shall be as nearly equivalent as possible to the adjustments provided for in this Section 8. The Company shall ensure that the Holder is a beneficiary of such agreement and shall deliver a copy thereof to the Holder. The provisions of this Section 8(b) shall apply similarly to successive Corporate Transactions involving any Successor Company. In the event of a Corporate Transaction in which consideration payable to holders of Common Stock is payable solely in cash, then the Holder shall be entitled to receive in exchange for this Warrant cash in an amount equal to the amount the Holder would have rece ived had the Holder exercised this Warrant immediately prior to such Corporate Transaction, less the aggregate Exercise Price for this Warrant then in effect. In case of any Corporate Transaction described in the immediately preceding sentence of this Section 8(b), the Company or any Successor Company, as the case may be, shall make available any funds necessary to pay to the Holder the amount to which the Holder is entitled as described above in the same manner and at the same time as holders of Common Stock would be entitled to such funds.