**Exhibit 4.20**

EXECUTION VERSION

AMENDMENT NO. 3

This AMENDATORY AGREEMENT, dated as of January 22,2007 (this “Amendment”), is among TRIBUNE COMPANY, a Delawarecorporation (the “Borrower”), the Agent and certain of the Lenders(capitalized terms used herein have the meanings set forth in, or are definedby reference in, Article I below).

W I T N E S S E T H:

WHEREAS, the Borrower, the Initial Lenders andCiticorp North America, Inc., as the administrative agent (the “Agent”),are parties to an Amended and Restated Bridge Credit Agreement, dated as ofJune 27, 2006 (as amended, supplemented, amended and restated or otherwisemodified prior to the date hereof, the “Existing Bridge Credit Agreement”,and as amended by this Amendment and as the same may be further amended,supplemented, amended and restated or otherwise modified from time to time, the“Bridge Credit Agreement”);

WHEREAS,the Borrower has requested that the Lenders amend certain provisions of theExisting Bridge Credit Agreement and the Lenders are willing, on the terms andsubject to the conditions hereinafter set forth, to amend such provisions ofthe Existing Bridge Credit Agreement as set forth below;

NOW,THEREFORE, in consideration of the premises and the mutual agreements hereincontained, the Borrower, the Lenders and the Agent hereby agree as follows.

ARTICLE I

DEFINITIONS

SECTION 1.1.  Certain Definitions.  The following terms (whether or notunderscored) when used in this Amendment shall have the following meanings(such meanings to be equally applicable to the singular and plural formsthereof):

“Agent” is defined in the first recital.

“Amendment” is defined in the preamble.

“Amendment No. 3 Effective Date” is defined in Article IIIhereof.

“Borrower” is defined in the preamble.

“Bridge Credit Agreement” is defined in the firstrecital.

“Existing Bridge Credit Agreement” is definedin the first recital.

*AmendmentNo. 3 —A&R Bridge Credit Agreement*

 

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SECTION 1.2.  Other Definitions.  Terms for which meanings are provided in theExisting Bridge Credit Agreement are, unless otherwise defined herein or thecontext otherwise requires, used in this Amendment with such meanings.

ARTICLE IIAMENDMENT

Effective on and subject to the occurrence of theAmendment No. 3 Effective Date, the Existing Bridge Credit Agreement is herebyamended as set forth below in this Article II.

SECTION 2.1.  Amendment to Section 1.01.  Section 1.01 of the Existing Bridge CreditAgreement is hereby amended by adding the following new defined terms in theirrespective alphabetically appropriate places:

“Amendment No. 3” means the Amendatory Agreement dated as ofJanuary 22, 2007 among the Borrower, the Agent and the Lenders party thereto.

“Amendment No. 3 Effective Date” means January 22, 2007.

SECTION 2.2.  Amendment to Section 2.16.  Section 2.16 of the Existing Bridge CreditAgreement is hereby amended and restated in its entirety to read as follows:

The proceeds of theAdvances shall be available (and the Borrower agrees that it shall use suchproceeds) solely to finance (i) a portion of the Stock Repurchase and theRefinancing and to pay fees and expenses related thereto and (ii) the repaymentof an aggregate amount of up to $100,000,000 of Debt for Borrowed Moneyconsisting of commercial paper incurred by the Borrower or any of itsSubsidiaries and outstanding as of the Amendment No. 3 Effective Date.

ARTICLE IIICONDITIONS PRECEDENT

This Amendment shall become effective on the date (the“Amendment No. 3 Effective Date”) when each of the conditions set forthin this Article III shall have been fulfilled to the satisfaction of theAgent.

SECTION 3.1.  Execution of Counterparts.  The Agent shall have received counterparts ofthis Amendment, duly executed and delivered on behalf of (i) the Borrower, (ii)the Agent, and (iii) the Required Lenders.

SECTION 3.2.  Fees and Expenses.  The Agent shall have received all reasonableand documented fees and expenses, if any, due and payable pursuant to theBridge Credit Agreement.

 

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ARTICLE IVREPRESENTATIONS AND WARRANTIES

In order to induce the Lenders and the Agent to enterinto this Amendment, the Borrower hereby represents and warrants as follows:

(a)           The representations and warrantiescontained in Section 4.01 of the Existing Bridge Credit Agreement (except therepresentations set forth in the last sentence of clause (e)(i) thereof and inclause (f) thereof) are correct in all material respects, before and aftergiving effect to this Amendment (unless stated to relate solely to an earlierdate, in which case such representations and warranties are correct as of suchearlier date).

(b)           As of the date hereof, no Defaultexists or has occurred and is continuing.

ARTICLE VMISCELLANEOUS PROVISIONS

SECTION 5.1.  Full Force and Effect; Limited Amendment.  Except as expressly provided herein, all ofthe representations, warranties, terms, covenants, conditions and otherprovisions of the Existing Bridge Credit Agreement and the Notes shall remainin full force and effect in accordance with their respective terms and are inall respects hereby ratified and confirmed. The amendments set forth herein shall be limited precisely as providedfor herein to the provisions expressly amended hereby and shall not be deemedto be an amendment to or modification of any other term or provision of theExisting Bridge Credit Agreement, any Note or of any transaction or further orfuture action on the part of the Borrower which would require the consent ofany of the Lenders under the Existing Bridge Credit Agreement or the Notes.

SECTION 5.2.  Loan Document.  This Amendment is executed pursuant to theExisting Bridge Credit Agreement and shall (unless otherwise expresslyindicated herein) be construed, administered and applied in accordance with theterms and provisions thereof, including, without limitation, Article VIIIthereof.

SECTION 5.3.  Fees and Expenses.  The Borrower agrees to pay those reasonableand documented fees payable to the Agent in connection with this Amendment andall other reasonable and documented out-of-pocket expenses incurred by theAgent in connection with the preparation, negotiation, execution and deliveryof this Amendment and the documents and transactions contemplated hereby,including the reasonable and documented fees and disbursements of Mayer, Brown,Rowe & Maw LLP, as counsel for the Agent.

SECTION 5.4.  Headings.  The various headings of this Amendment areinserted for convenience only and shall not affect the meaning orinterpretation of this Amendment or any provisions hereof.

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SECTION 5.5.  Execution in Counterparts.  This Amendment may be executed by the partieshereto in several counterparts, each of which shall be deemed to be an originaland all of which shall constitute together but one and the same agreement.

SECTION 5.6.  Cross-References.  References in this Amendment to any Articleor Section are, unless otherwise specified or otherwise required by thecontext, to such Article or Section of this Amendment.

SECTION 5.7.  Successors and Assigns.  This Amendment shall be binding upon andinure to the benefit of the parties hereto and their respective successors andassigns.

SECTION 5.8.  Governing Law.  THIS AMENDMENT SHALL BE DEEMED TO BE ACONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

 

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INWITNESS WHEREOF, the parties hereto have caused this Amendment to be executedby their respective partners or officers thereunto duly authorized as of theday and year first above written.
|        | TRIBUNE COMPANY                        |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |
|   |                                   |
|   | By:                                    | /s/ Chandler Bigelow |   |
|   |                                   | Name: Chandler Bigelow |
|   |                                   | Title: Treasurer |
|   |                                   |   |
|   |                                   |   |
|   |                                   |   |
|   |                                   |   |
|   | CITICORP NORTH AMERICA, INC., as Agent |
|   |                                   |
|   |                                   |
|   |                                   |
|   | By:                                    | /s/ Anish M. Shah |   |
|   |                                   | Name: Anish M. Shah |
|   |                                   | Title: Vice President |

 

 

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|            |   | **LENDERS**                  |
|------------|--------|------------------------------|
|       |   |                         |
| ** ** |   | ** **                   |
| ** ** |   | ** **                   | ** ** |
| ** ** |   | **BANK OF AMERICA, N.A.**    |
| ** ** |   |                         |
| ** ** |   |                         |
| ** ** |   |                         |
|       | By:    | /s/ Todd Shipley             |   |
|       |   | Name: Todd Shipley           |
|       |   | Title: Senior Vice President |

 

 

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|            |   | **LENDERS**                      |
|------------|--------|----------------------------------|
|       |   |                             |
| ** ** |   | ** **                       |
| ** ** |   | ** **                       | ** ** |
| ** ** |   | **CITICORP NORTH AMERICA, INC.** |
| ** ** |   |                             |
| ** ** |   |                             |
| ** ** |   |                             |
|       | By:    | /s/ Anish M. Shah                |   |
|       |   | Name: Anish M. Shah              |
|       |   | Title: Vice President            |
|            |        |                                  |  |  |

 

 

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|            |   | **LENDERS**                    |
|------------|--------|--------------------------------|
|       |   |                           |
| ** ** |   | ** **                     |
| ** ** |   | ** **                     | ** ** |
| ** ** |   | **JPMORGAN CHASE BANK, N.A.**  |
| ** ** |   |                           |
| ** ** |   |                           |
| ** ** |   |                           |
|       | By:    | /s/ Tracy Navin Ewing          |   |
|       |   | Name:  Tracy  Navin Ewing |
|       |   | Title:  Vice  President   |
|            |        |                                |  |  |

 

 

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|            |   | **LENDERS**                           |
|------------|--------|---------------------------------------|
|       |   |                                  |
| ** ** |   | ** **                            |
| ** ** |   | ** **                            | ** ** |
| ** ** |   | **MERRILL LYNCH CAPITAL CORPORATION** |
| ** ** |   |                                  |
| ** ** |   |                                  |
| ** ** |   |                                  |
|       | By:    | /s/ Nancy Meadows                     |   |
|       |   | Name:  Nancy  Meadows            |
|       |   | Title: Vice President                 |
|            |        |                                       |  |  |

 

 

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|            |   | **LENDERS**                              |
|------------|--------|------------------------------------------|
|       |   |                                     |
| ** ** |   | ** **                               |
| ** ** |   | ** **                               | ** ** |
| ** ** |   | **MORGAN STANLEY BANK**                  |
| ** ** |   |                                     |
| ** ** |   |                                     |
| ** ** |   |                                     |
|       | By:    | /s/ Daniel Twenge                        |   |
|       |   | Name:  Daniel  Twenge               |
|       |   | Title:    Vice  President |

 

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