Exhibit 4.7

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of September 4, 2002 by and among Tribune Company, a corporation
duly organized and existing under the laws of the State of Delaware (the "Issuer"), The Bank of New York, a New York banking corporation ("Prior Trustee") and Citibank, N.A., a national banking
association duly organized and existing under the laws of the United States of America ("Successor Trustee").

RECITALS:

WHEREAS, the Issuer and The Bank of New York as successor-in-interest to Continental Bank,
National Association, First Interstate Bank of California and Bank of Montreal Trust Company, entered into indentures, dated as of March 1, 1992, January 30, 1995, January1997 and
April 1, 1999, as amended and supplemented (together, the "Indentures");

WHEREAS, the Indentures provides for the issuance from time to time thereunder, in series, of bonds of the Issuer for its lawful corporate
purposes; and

WHEREAS, the Prior Trustee has been acting as Trustee, paying agent and registrar under the Indentures; and

WHEREAS, the Issuer desires to appoint Successor Trustee as Trustee, paying agent and registrar to succeed Prior Trustee in such
capacities under the Indentures; and

WHEREAS,Successor Trustee is willing to accept such appointment as successor Trustee, paying agent and registrar under the Indentures;

NOW, THEREFORE,the Issuer, Prior Trustee and Successor Trustee, for and in consideration of the premises of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows:

ARTICLE I
THE PRIOR TRUSTEE

SECTION 1.01Pursuant to Section 6.10 of the Indentures, Prior Trustee hereby notifies the Issuer that the
Prior Trustee is resigning as Trustee under the Indentures effective as of September 4, 2002 (the "Effective Date").

SECTION 1.02Prior Trustee hereby represents and warrants to Successor Trustee that:

No
covenant or condition contained in the Indentures has been waived by Prior Trustee or, to the best knowledge of responsible officers of Prior Trustee's corporate trust department, by
the holders of the percentage in aggregate principal amount of the Securities (as defined below) required by the Indentures to effect any such waiver.

There
is no action, suit or proceeding pending or, to the best knowledge of responsible officers of Prior Trustee's corporate trust department, threatened against Prior Trustee before
any court or any governmental authority arising out of any act or omission of Prior Trustee as Trustee under the Indentures.

As
of the effective date of this Agreement, Prior Trustee will hold no moneys or property under the Indentures.

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Pursuant
to Section 3.03 of the Indentures, Prior Trustee duly authenticated and delivered, (i) as of September 4, 2002, $2,505,200,000 aggregate principal amount of
securities, $2,505,200,000 on which are outstanding as of the effective date hereof,

|Issue Description       |  | Indenture Date   |  | Original Issue Date |  | Amount Outstanding
|----------------------- |  | ---------------- |  | ------------------- |  | ------------------
|Tribune Company,        |  |                  |  |                     |  |                   
|Phones, 2% due 5/15/29  |  | April 1, 1999    |  | 4/13/99             |  | $                 
|MTN, Series B           |  | March 1, 1992    |  | 9/15/93 & 9/16/93   |  | $                 
|MTN, Series C           |  | March 1, 1992    |  | 6/8/95 to 2/15/96   |  | $                 
|MTN, Series D           |  | March 1, 1992    |  | 11/15/96 & 7/28/97  |  | $                 
|MTN, Series E           |  | January 1, 1997  |  | 2/3/98 to 12/8/98   |  | $                 
|MTN, Series F           |  | January 1, 1997  |  | no issuances        |  | $                 
|67/8% Notes due 11/1/06 |  | March 1, 1992    |  | 11/5/96             |  | $                 
|Times Mirror,           |  |                  |  |                     |  |                   
|71/4% Deb. due 3/1/13   |  | January 30, 1995 |  | 1/30/95             |  | $                 
|7.5% Deb. due 7/1/23    |  | January 30, 1995 |  | 1/30/95             |  | $                 

(collectively,
the "Securities")

The
registers in which it has registered and transferred registered Securities accurately reflect the amount of Securities issued and outstanding and the amounts payable thereon.

The
moneys and property being transferred to the Successor Trustee do not include any moneys or property that was required to be paid to any state under an abandoned property law.

Each
person who so authenticated the Securities was duly elected, qualified and acting as an officer of Prior Trustee and empowered to authenticate the Securities at the respective times
such authentication and the signature of such person or persons appearing on such Securities is each such person's genuine signature.

To
the best knowledge of responsible officers of the Prior Trustee's corporate trust department, no event has occurred and is continuing which is, or after notice or lapse of time would
become, an Event of Default as defined under Section 5.01 of the Indentures.

SECTION 1.03Prior Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all right, title and interest of Prior
Trustee in and to the trusts of the Trustee under the Indentures and all the rights, powers and trusts of the Trustee under the Indentures. Prior Trustee shall execute and deliver such further
instruments and shall do such other things a Successor Trustee or the Issuer may reasonably require so as to more fully and certainly vest and confirm in Successor Trustee all the rights, powers and
trusts hereby assigned, transferred, delivered and confirmed to Successor Trustee as Trustee, paying agent and registrar.

SECTION 1.04Prior Trustee shall deliver to Successor Trustee, as of or immediately after the effective date hereof, all of the documents
listed on Exhibit A hereto.

THE ISSUER

SECTION 2.01The Issuer hereby accepts the resignation of Prior Trustee as Trustee, paying agent and registrar
under the Indentures.

SECTION 2.02The Issuer hereby appoints Successor Trustee as Trustee, paying agent and registrar under the Indentures to succeed to, and
hereby vests Successor Trustee with, all the rights, powers,
duties and obligations of Prior Trustee under the Indentures with like effect as if originally named as Trustee, paying agent and registrar in the Indentures.

SECTION 2.03The Issuer hereby represents and warrants to Prior Trustee and Successor Trustee that:

The
Issuer has performed or fulfilled prior to the date hereof its obligations, under the Indentures.

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To
the Issuer's knowledge, no event has occurred and is continuing which is, or after notice or lapse of time would become, an Event of Default under Section 5.01 of the
Indentures

No
covenant or condition contained in the Indenture has been waived by the Issuer or, to the Issuer's knowledge, by holders of the percentage in aggregate principal amount of the
Securities required to effect any such waiver.

There
is no action, suit or proceeding pending or, to the Issuer's knowledge, threatened against the Issuer before any court or any governmental authority arising out of any act or
omission of the Issuer under the Indentures.

SECTION 2.04All conditions relating to the appointment of Citibank, N.A. as Successor Trustee, paying agent and registrar under the
Indentures have been met by the Issuer, and the Issuer hereby appoints Successor Trustee as Trustee, paying agent and registrar under the Indentures with like effect as if originally named as Trustee,
paying agent and registrar in the Indentures.

SECTION 2.05The Issuer agrees to give, or cause to be given, prompt notice of the appointment of the Successor Trustee to the bondholders
in accordance with Section 6.10 of the Indentures.

ARTICLE III
THE SUCCESSOR TRUSTEE

SECTION 3.01Successor Trustee hereby represents and warrants to Prior Trustee and to the Issuer that Successor
Trustee is qualified and eligible under the provisions of Section 6.10 of the Indentures to be appointed successor Trustee and that it has power and authority to execute and deliver this
Agreement and to perform its obligations hereunder, and all such action has been duly and validly authorized by all necessary proceedings on its part.

SECTION 3.02Successor Trustee hereby accepts its appointment as successor Trustee, paying agent and registrar under the Indentures and
accepts the rights, powers, duties and obligations of Prior Trustee as Trustee, paying agent and registrar under the Indentures, upon the terms and conditions set forth therein, with like effect as if
originally named as Trustee, paying agent and registrar under the Indentures.

ARTICLE IV
MISCELLANEOUS

SECTION 4.01This Agreement and the resignation, appointment and acceptance effected hereby shall be effective as
of the opening of business on the Effective Date.

SECTION 4.02This Agreement shall be governed by and construed in accordance with the laws of the Indentures.

SECTION 4.03This Agreement may be executed in any number of counterparts each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.

SECTION 4.04It is understood and agreed that



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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation Appointment and Acceptance to be duly executed all as of the day and year first above written.

| |  | Tribune Company,
as Issuer            
| |  | --------------------------------------
| |  | By:                                   
| |  | The Bank of New York,
as Prior Trustee
| |  | By:                                   
| |  | Citibank, N.A.,
as Successor Trustee  
| |  | By:                                   

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EXHIBIT A
Documents to be delivered to Successor Trustee

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