Exhibit 4.1b


 


THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY OR A NOMINEE OF THE
DEPOSITORY.  UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL DEBT SECURITIES
REPRESENTED HEREBY.  THIS GLOBAL SECURITY
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF
THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY.


 


UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE “DEPOSITORY”) OR (“DTC”) (55 WATER STREET, NEW YORK, NEW
YORK) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST
HEREIN.


 


TRIBUNE
COMPANY


 


5.25% NOTES DUE 2015


 


	
  Principal Amount:

  	
  $330,000,000 (as such
  amount may be reduced by redemption in accordance with Section 3 hereof,
  the “Principal Amount”)

  
	
   

  	
   

  
	
  Stated Maturity Date:

  	
  August 15, 2015 (the “Stated
  Maturity Date”)

  
	
   

  	
   

  
	
  Original Issue Date:

  	
  August 15, 2005

  
	
   

  	
   

  
	
  Interest Rate:

  	
  5.25% per annum (the “Interest
  Rate”)

  



 


TRIBUNE
COMPANY, a corporation duly organized and existing under the laws of the State
of Delaware (herein referred to as the “Company”, which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & CO. or registered assigns,
the Principal Amount on the Stated Maturity Date, and to pay interest on said
Principal Amount from August 15, 2005 at the Interest Rate on February 15,
2006 and thereafter on August 15 and February 15 of each year (each
an “Interest Payment Date”), until the Principal Amount will have been paid or
duly provided for.


 





















 


On
an Interest Payment Date, interest will be paid to the persons in whose names
the Notes (as defined below) were registered as of the close of business on the
preceding February 1 or August 1, as the case may be (the “Record
Date”).


 


SECTION 1.  General.  This Note is one of a duly authorized series
of Securities of the Company (herein sometimes referred to as the “Notes”),
issuable in one or more series under and pursuant to an Indenture dated as of January 1,
1997 duly executed and delivered between the Company and Citibank, N.A., as
successor trustee to The Bank of New York (which was successor trustee to Bank
of Montreal Trust Company) (herein referred to as the “Trustee”), (such
Indenture, as originally executed and delivered and as thereafter supplemented
and amended being herein after referred to as the “Indenture”).  Reference is made to the Indenture and all
indentures supplemental thereto for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Notes.  By
the terms of the Indenture, Securities are issuable in series which may vary as
to amount, date of maturity, rate of interest and in other respects as in the
Indenture provided.  This Note is one of
the series of Securities designated on the face hereof.


 


SECTION 2.  Interest and Payments.  This Note will bear interest at the Interest
Rate.  Interest on this Note will be
payable on each Interest Payment Date and at the Stated Maturity Date.  The amount of interest payable for any period
will be computed on the basis of a 360-day year comprised of twelve 30-day
months. The amount of interest payable for any period shorter than a full
quarterly interest period will be computed on the basis of the number of days
elapsed in a 90-day quarter of three 30-day months. If any Interest Payment
Date falls on a day that is not a Business Day, then payment of interest will
be made on the next succeeding Business Day and no additional interest will
accrue because of the delayed payment, except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, with the same force and effect as if made
on such date.


 


SECTION 3.  Redemption; Optional
Redemption.  The Notes will be
redeemable, in whole at any time or in part from time to time, at the Company’s
option at a redemption price equal to the greater of:  (i) 100% of the principal amount of the
notes to be redeemed; and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not including
any portion of such payments of interest accrued as of the date of redemption),
discounted to the date of redemption on a semi-annual basis assuming a 360-day
year consisting of twelve 30-day months at the Treasury Rate (as defined
below), plus 20 basis points, plus accrued interest thereon to the date of
redemption.


 


“Comparable Treasury Issue” means the United States
Treasury security selected by the Quotation Agent as having a maturity
comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such Notes.


 





















 


“Comparable Treasury Price” means, with respect to
any redemption date, (i) the average of four Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest
such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all
such quotations, or (iii) if only one Reference Treasury Dealer Quotation
is received, such quotation.


 


“Quotation Agent” means the Reference Treasury
Dealer appointed by the Company.


 


“Reference Treasury Dealer” means (i) Banc of
America Securities LLC, Citigroup Global Markets Inc. or Merrill Lynch &
Co. (or their respective affiliates that are Primary Treasury Dealers) and
their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a “Primary Treasury Dealer”), the Company will substitute therefor another
Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer
selected by Tribune.


 


“Reference Treasury Dealer Quotations” means, with
respect to each Reference Treasury Dealer and any redemption date, the average,
as determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such redemption date.


 


“Treasury Rate” means, with respect to any
redemption date, the rate per annum equal to the semi-annual equivalent yield
to maturity of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.


 


Notice of any redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each holder of the
Notes to be redeemed.  Unless the Company
defaults in payment of the redemption price, on and after the redemption date,
interest will cease to accrue on the Notes or portions thereof called for
redemption.  If less than all of the
Notes are to be redeemed, the notes to be redeemed shall be selected by lot by
DTC, in the case of Notes represented by a global security, or by the Trustee
by a method the Trustee deems to be fair and appropriate, in the case of Notes
that are not represented by a global security.


 


SECTION 4. 
Paying Agent and Security Registrar.  The Company may appoint and change any paying
agent or security registrar without notice, other than notice to the Trustee; provided, that the Company will maintain at least one paying
agent in the City of Chicago, State of Illinois, or in the Borough of
Manhattan, City of New York, State of New York. 
The initial paying agent shall be the Trustee.  The Company or any of its Subsidiaries or any
of their Affiliates may act as paying agent or security registrar.


 


SECTION 5. 
Sinking Fund.  This Note is not subject to a sinking fund.


 


SECTION 6. 
Events of Default.  If any Event of Default with respect to the
Notes shall occur and be continuing, the principal of all of the Notes may be
declared due and payable in the manner and with the effect provided in the
Indenture.


 


No reference herein to the Indenture and no
provisions of this Note or of the Indenture will alter or impair the
obligations of the Company, which are absolute and unconditional, to pay


 





















 


the
principal of and interest on this Note at the times, places and rates herein
prescribed in accordance with the Indenture.


 


SECTION 7. 
Discharge, Legal Defeasance and Covenant
Defeasance.  The provisions
contained in the Indenture relating to defeasance at any time of (i) the
entire indebtedness of the Company on this Note and (ii) certain
restrictive covenants and the related Events of Default upon compliance by the
Company with certain conditions specified therein, will apply to this Note.


 


SECTION 8. 
Owners. 
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whole name this Note is registered as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes,
whether or not this Note be overdue and notwithstanding any notation of
ownership or other writing hereon, and none of the Company, the Trustee or any
such agent will be affected by notice to the contrary.


 


SECTION 9. 
Governing Law.  This Note will be governed by and construed
in accordance with the laws of the State of Illinois except as may be otherwise
required by mandatory provisions of law.


 


SECTION 10. 
Defined Terms. 
All terms used in this Note which are defined in the
Indenture will have the meanings assigned to them in the Indenture unless
otherwise defined herein; and all references in the Indenture to “Securities”
will be deemed to include the Notes.


 


THIS
NOTE WILL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF ILLINOIS,
AND FOR ALL PURPOSES WILL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH
STATE, EXCEPT AS MAY OTHERWISE BE REQUIRED BY MANDATORY PROVISIONS OF LAW.


 





















 


This
Note will not be entitled to any benefit under the Indenture be valid or become
obligatory for any purpose until the Certificate of Authentication hereon will
have been signed by or on behalf of the Trustee.


 


IN
WITNESS WHEREOF, the Company has caused this instrument to be executed.


 


	
   

  	
  TRIBUNE
  COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Donald
  C. Grenesko

  	
   

  
	
   

  	
   

  	
  Senior
  Vice President, Finance

  	
   

  
	
   

  	
   

  	
  and
  Administration

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
  Mark W. Hianik

  	
   

  	
   

  
	
   

  	
  Assistant Secretary

  	
   

  	
   

  
							



 


 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


This
is one of the Securities of the series designated pursuant to the
within-mentioned Indenture.


 


	
  Dated: August 15,
  2005

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Citibank, N.A., as Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  	
   

  



 


SIGNATURE PAGE FOR


5.25% NOTES DUE 2015


OF TRIBUNE COMPANY


 





















 


ASSIGNMENT
FORM


 


	
  To assign this Note, fill
  in the form below:

  
	
   

  
	
  The undersigned hereby assigns and transfers this Note to

  
	
   

  
	
   

  	
   

  	
   

  
	
  Insert Assignee’s Social
  Security or Tax I.D. No.

  
	
   

  
	
   

  
	
  (Print or type assignee’s
  name, address and zip code)

  
	
   

  
	
   

  
	
   

  
	
    and all rights thereunder and irrevocably appoint

  
	
   

  
	
    agent to transfer this Note on the books of the Company
  with full power of substitution.

  
	
   

  
	
   

  



 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice:  The signature to this
  assignment must correspond with the 

  
	
   

  	
   

  	
  name as it appears on the first page of the within Note.