Exhibit
4.6


TRIBUNE
COMPANY

Form of Warrant Agreement

[FOR WARRANTS SOLD ATTACHED TO DEBT SECURITIES]*


 


THIS WARRANT AGREEMENT dated
as of                            ,
20    between Tribune Company, a Delaware corporation
(hereinafter called the “Company,” which term includes any successor
corporation under the Indenture hereinafter referred to) and
                         ,
as Warrant Agent (herein called the “Warrant Agent”).


WHEREAS, the Company
proposes to sell [title of debt securities being offered] (the “Offered
Securities”), which Offered Securities are to be issued under an indenture (the
“Indenture”), dated as of
                  ,
199   , 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), as trustee (the “Securities Trustee”); together with
warrant certificates (the “Warrant Certificates”) evidencing one or more
warrants (the “Warrants”) representing the right to purchase [title of debt
securities purchasable through exercise of Warrants] (the “Warrant Securities”),
which Warrant Securities are to be issued under the Indenture and shall have
the same terms and interest rate as the Offered Securities.


WHEREAS, the Company desires
the Warrant Agent to act on behalf of the Company in connection with the
issuance, exchange, exercise and replacement of the Warrant Certificates, and
in this Agreement wishes to set forth, among other things, the form and
provisions of the Warrant Certificates and the terms and conditions on which
they may be issued, exchanged, exercised and replaced.


NOW THEREFORE, in
consideration of the premises and of the mutual agreements herein contained,
the parties hereto agree as follows:


ARTICLE I


ISSUANCE OF WARRANTS AND EXECUTION

AND DELIVERY OF WARRANT CERTIFICATES


SECTION
1.01.              Issuance
of Warrants.  Warrants shall
be initially issued in connection with the issuance of the Offered Securities,
and shall be separately transferable on and after                    ,
20    (the “Detachable Date”). 
Each Warrant Certificate shall evidence one or more Warrants.  Each Warrant evidenced thereby shall
represent the right, subject to the provisions contained herein and therein, to
purchase a Warrant Security in the










*              Complete
or modify the provisions of this Form as appropriate to reflect the terms of
the Warrants, Warrant Securities and Offered Securities. Monetary amounts may
be in U.S. dollars, foreign currency or other composite currencies based on the
aggregate value of currencies of any group of countries.


 


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principal amount of                                   .  Warrant Certificates shall be initially
issued in units with the Offered Securities and each Warrant Certificate
included in such a unit shall evidence Warrants for each                                         
principal amount of Offered Securities included in such unit.


SECTION
1.02.              Execution
and Delivery of Warrant Certificates.  Each Warrant Certificate, whenever issued,
shall be in registered form substantially in the form set forth in Exhibit A
hereto, shall be dated                               ,
20    and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such approval)
and as are not inconsistent with the provisions of this Agreement, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Warrants may be listed, or to conform to usage. 
The Warrant Certificates shall be signed on behalf of the Company by the
Chairman, the President and Chief Executive Officer or a Vice President under
its corporate seal and attested by its Secretary or an Assistant
Secretary.  Such signatures may be manual
signatures of such authorized officers or facsimile signatures imprinted, or
otherwise reproduced on the Warrant Certificates.  The seal of the Company may be in the form of
a facsimile thereof imprinted or otherwise reproduced on the Warrant
Certificates.


No Warrant Certificate shall
be valid for any purpose, and no Warrant evidenced thereby shall be
exercisable, until such Warrant Certificate has been countersigned by the
manual or facsimile signature of the Warrant Agent.  Such signature by the Warrant Agent upon any
Warrant Certificate executed by the Company shall be conclusive evidence that
the Warrant Certificate so countersigned has been duly issued hereunder.


In case any officer of the
Company who shall have signed any of the Warrant Certificates either manually
or by facsimile signature shall cease to be such officer before the Warrant
Certificates so signed shall have been countersigned and delivered by the
Warrant Agent, such Warrant Certificates may be countersigned and delivered
notwithstanding that the person who signed such Warrant Certificates ceased to
be such officer of the Company; and any Warrant Certificate may be signed on
behalf of the Company by such person as, at the actual date of the execution of
such Warrant Certificate, shall be the proper officer of the Company, although
at the date of the execution of this Agreement any such person was not such
officer.


The term “holder” or “holder
of a Warrant Certificate” as used herein shall mean any person in whose name
any Warrant Certificate shall, at the time, be registered upon the books to be
maintained by the Warrant Agent for that purpose or upon the register of the
Offered Securities prior to the Detachable Date.  Prior to the Detachable Date, the Company
will, or will cause the registrar of the Offered Securities to, make available
at all times to the Warrant Agent such information as to holders of the Offered
Securities with Warrants as may be necessary to keep the Warrant Agent’s
records up to date.


SECTION
1.03.              Issuance
of Warrant Certificates. 
Warrant Certificates evidencing the right to purchase an aggregate
principal amount of Warrant Securities not exceeding
                         
(except as provided in Sections 2.03(c), 3.02 and 4.01) may be


 


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executed by the Company and
delivered to the Warrant Agent upon the execution of this Warrant Agreement or
from time to time thereafter.  The
Warrant Agent shall, upon receipt of such Warrant Certificates duly executed on
behalf of the Company, countersign such Warrant Certificates and shall deliver
such Warrant Certificates to or upon the order of the Company.  Subsequent to such original issuance of the
Warrant Certificates, the Warrant Agent shall countersign a Warrant Certificate
only if the Warrant Certificate is issued in exchange or substitution for one
or more previously countersigned Warrant Certificates or in connection with
their transfer, or as provided in Sections 2.03(c), 3.02 or 4.01.


ARTICLE II


WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS


SECTION
2.01.              Warrant
Price.  The exercise price of
each Warrant will be [            ]
(the “Warrant Price”).


SECTION
2.02.              Duration
of Warrants.  Each Warrant may
be exercised in whole at any time, as specified herein, on or after
                                ,
20     and at or before 5 P.M., Chicago time, on                               ,
20    or such later date as the Company, by notice to the
Warrant Agent and the holders of Warrant Certificates mailed to their addresses
as set forth in the record books of the Warrant Agent, may designate (the “Expiration
Date”).  Each Warrant not exercised at or
before 5 P.M. Chicago time on the Expiration Date shall become void, and all
rights of the holder of the Warrant Certificate evidencing such Warrants under
this Agreement shall cease.


SECTION
2.03.              Exercise
of Warrants.  (a)  During the period specified in Section 2.02
any whole number of Warrants may be exercised by providing certain information
as set forth on the reverse side of the Warrant Certificate and by paying in
full, [in lawful money of the United States of America] [applicable currency or
units,] [in cash or by certified check or official bank check or by bank wire
transfer, in each case] [by bank wire transfer] in immediately available funds,
the Warrant Price for each Warrant exercised, to the Warrant Agent at its
corporate trust office [or at                                        ],
provided that such exercise is subject to receipt by the Warrant Agent within
five business days of such payment of the Warrant Certificate with the form of
election to purchase Warrant Securities set forth on the reverse side of the
Warrant Certificate properly completed and duly executed.  The date on which payment in full of the
Warrant Price is received by the Warrant Agent shall, subject to receipt of the
Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant
is exercised.  The Warrant Agent shall
deposit all funds received by it in payment of the Warrant Price in an account
of the Company maintained with it [if non-U.S. dollar denominated funds — or in
or by immediate transfer for credit to such other account designated by the
Company] and shall advise the Company by telephone at the end of each day on
which a payment for the exercise of Warrants is received of the amount so
deposited [or immediately transferred for credit] to such account.  The Warrant Agent shall promptly confirm such
telephone advice to the Company in writing.


 


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(b)           The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company and the Securities Trustee of (i) the number of
Warrants exercised, (ii) the instructions of each holder of the Warrant
Certificates evidencing such Warrants with respect to delivery of the Warrant
Securities to which such holder is entitled upon such exercise, (iii) delivery
of Warrant Certificates evidencing the balance, if any, of the Warrants
remaining after such exercise and (iv) such other information as the Company or
the Securities Trustee shall reasonably require.


(c)           As soon as practicable after the exercise of any Warrant
(and subject to receipt by the Warrant Agent pursuant to Section 2.03, within
five business days of payment, of the Warrant Certificate with the form of
election to purchase Warrant Securities set forth on the reverse side of the
Warrant Certificate properly completed and duly executed), the Company shall
issue and deliver, pursuant to the Indenture, in authorized denominations to or
upon the order of the holder of the Warrant Certificate evidencing such
Warrant, the Warrant Securities to which such holder is entitled, in fully
registered form, registered in such name or names as may be directed by such
holder.  If fewer than all of the
Warrants evidenced by such Warrant Certificate are exercised, the Company shall
execute, and an authorized officer of the Warrant Agent shall countersign and
deliver, a new Warrant Certificate evidencing the number of such Warrants
remaining unexercised.


(d)           The Company shall not be required to pay any stamp or other
tax or other governmental charge required to be paid in connection with any
transfer involved in the issue of the Warrant Securities, and in the event that
any such transfer is involved, the Company shall not be required to issue or
deliver any Warrant Security until such tax or other charge shall have been
paid or it has been established to the Company’s satisfaction that no such tax
or other charge is due.


ARTICLE III


OTHER PROVISIONS RELATING TO
RIGHTS

OF HOLDERS OF WARRANT CERTIFICATES


SECTION
3.01.              No
Rights as Warrant Securityholder Conferred by Warrants or Warrant Certificates.  No Warrant Certificate or Warrant evidenced
thereby shall entitle the holder thereof to any of the rights of a holder of
Warrant Securities, including, without limitation, the right to receive the
payment of principal of, premium, if any or interest on Warrant Securities or
to enforce any of the covenants in the Indenture.


SECTION
3.02.              Lost,
Stolen, Mutilated or Destroyed Warrant Certificates.  Upon receipt by the Warrant Agent of evidence
reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of any Warrant Certificate and of indemnity
reasonably satisfactory to the Company and it and, in the case of mutilation,
upon surrender of the mutilated Warrant Certificate to the Warrant Agent for
cancellation, then, in the absence of notice to the Company or the Warrant
Agent that such Warrant Certificate has been acquired by a bona fide purchaser,
the Company shall execute, and an authorized officer of the Warrant Agent shall
countersign and deliver, in exchange for or in lieu of the lost, stolen,
destroyed or


 


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mutilated Warrant
Certificate, a new Warrant Certificate of the same tenor and evidencing a like
number of Warrants.  Upon the issuance of
any new Warrant Certificate under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Warrant Agent) in connection therewith.  Every substitute Warrant Certificate executed
and delivered pursuant to this Section in lieu of any lost, stolen or destroyed
Warrant Certificate shall represent an additional contractual obligation of the
Company, whether or not the lost, stolen or destroyed Warrant Certificate shall
be at any time enforceable by anyone, and shall be entitled to the benefits of
this Agreement equally and proportionately with any and all other Warrant
Certificates duly executed and delivered hereunder.  The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement of mutilated, lost, stolen or destroyed Warrant
Certificates.


SECTION
3.03.              Holder
of Warrant Certificate May Enforce Rights.  Notwithstanding any other provisions of this
Agreement, any holder of a Warrant Certificate, without the consent of the
Warrant Agent, the Securities Trustee, the holder of any Warrant Securities or
the holder of any other Warrant Certificate, may, in its own behalf and for its
own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company suitable to enforce, or otherwise in respect of,
its right to exercise the Warrants evidenced by its Warrant Certificate in the
manner provided in its Warrant Certificate and in this Agreement.


SECTION
3.04.              Merger,
Consolidation, Conveyance or Transfer.  If at any time there shall be a merger,
consolidation, conveyance or transfer permitted under the Indenture, then in
any such event the successor corporation (if not the Company) or assuming
corporation referred to therein shall succeed to and be substituted for the
Company, with the same effect, subject to such Indenture, as if it had been
named herein and in the Warrants as the Company; the Company shall thereupon be
relieved of any further obligation hereunder or under the Warrants.  Such successor or assuming corporation
thereupon may cause to be signed, and may issue either in its own name or in
the name of the Company, any or all of the Warrants issuable hereunder which
theretofore shall not have been signed by the Company, and may execute and
deliver Warrant Securities upon exercise of the Warrants.  All the Warrants so issued shall in all
respects have the same legal rank and benefit under this Agreement as the
Warrants theretofore or thereafter issued in accordance with the terms of this
Agreement as though all of such Warrants had been issued at the date of the
execution hereof.  In the event of any
such consolidation, merger, conveyance or transfer, such changes in phraseology
and form (but not in substance) may be made in the Warrants thereafter to be
issued as may be appropriate.


The Warrant Agent may
receive a written opinion of legal counsel as conclusive evidence that any such
consolidation, merger, conveyance or transfer complies with the provisions of
this Section 3.04 and the Indenture.


ARTICLE IV


EXCHANGE AND TRANSFER OF WARRANT
CERTIFICATES


 


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SECTION
4.01.              Exchange
and Transfer of Warrant Certificates.  Prior to the Detachable Date a Warrant
Certificate may be exchanged or transferred only together with the Offered
Security to which the Warrant Certificate was initially attached, and only for
the purpose of effecting, or in conjunction with, an exchange or transfer of
such Offered Security.  Prior to any
Detachable Date each transfer of the Offered Security on the register of the
Offered Securities shall operate also to transfer the related Warrant
Certificates.  After the Detachable Date,
upon surrender at the corporate trust office of the Warrant Agent [or                                            ],
Warrant Certificates evidencing Warrants may be exchanged for Warrant
Certificates in other denominations evidencing such Warrants or transfer
thereof may be registered in whole or in part; provided,
however, that such other Warrant
Certificates evidence the same aggregate number of Warrants as the Warrant
Certificates so surrendered.  The Warrant
Agent shall keep, at its corporate trust office [and at
                                             ],
books in which, subject to such reasonable regulations as it may prescribe, it
shall register Warrant Certificates and exchanges and transfers of outstanding
Warrant Certificates, upon surrender of such Warrant Certificates to the
Warrant Agent at its corporate trust office [or
                                       ]
for exchange or registration of transfer, properly endorsed or accompanied by
appropriate instruments of registration of transfer and written instructions
for transfer, all in form satisfactory to the Company and the Warrant
Agent.  No service charge shall be made
for any exchange or registration of transfer of Warrant Certificates, but the
Company may require payment of a sum sufficient to cover any stamp or other tax
or other governmental charge that may be imposed in connection with any such
exchange or registration of transfer. 
Whenever any Warrant Certificates are so surrendered for exchange or
registration of transfer, an authorized officer of the Warrant Agent shall
manually countersign and deliver to the person or persons entitled thereto a
Warrant Certificate or Warrant Certificates duly authorized and executed by the
Company, as so requested.  The Warrant
Agent shall not be required to effect an exchange or registration of transfer
which will result in the issuance of a Warrant Certificate evidencing a
fraction of a Warrant or a number of full Warrants and a fraction of a
Warrant.  All Warrant Certificates issued
upon any exchange or registration of transfer of Warrant Certificates shall be
the valid obligations of the Company, evidencing the same obligations, and entitled
to the same benefits under this Agreement as the Warrant Certificate
surrendered for such exchange or registration of transfer.


SECTION
4.02.              Treatment
of Holders of Warrant Certificates. 
The Company and the Warrant Agent may treat the registered holder of a
Warrant Certificate as the absolute owner thereof for any purpose and as the
person entitled to exercise the rights represented by the Warrants evidenced
thereby, any notice to the contrary notwithstanding.


SECTION
4.03.              Cancellation
of Warrant Certificates.  Any
Warrant Certificate surrendered for exchange or registration of transfer or
exercise of the Warrants evidenced thereby shall, if surrendered to the
Company, be delivered to the Warrant Agent and all Warrant Certificates
surrendered or so delivered to the Warrant Agent shall be promptly cancelled by
the Warrant Agent and shall not be reissued and, except as expressly permitted
by this Agreement, no Warrant Certificate shall be issued hereunder in exchange
or in lieu thereof.  The Warrant Agent
shall deliver to the Company from tine to time or otherwise dispose of
cancelled Warrant Certificates in a manner satisfactory to the Company.


 


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ARTICLE V


CONCERNING THE WARRANT AGENT


SECTION
5.01.              Warrant
Agent.  The Company hereby
appoints                                     
as Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein set forth; and
                                        
hereby accepts such appointment.  The
Warrant Agent shall have the powers and authority granted to and conferred upon
it in the Warrant Certificates and hereby and such further powers and authority
to act on behalf of the Company as the Company may hereafter in writing grant
to or confer upon it.  All of the terms
and provisions with respect to such powers and authority contained in the
Warrant Certificates are subject to and governed by the terms and provisions
hereof.


SECTION
5.02.              Conditions
of Warrant Agent’s Obligations. 
The Warrant Agent accepts its obligations herein set forth upon the
terms and conditions hereof, including the following, to all of which the
Company agrees and to all of which the rights hereunder of the holders from
time to time of the Warrant Certificates shall be subject:


(a)           Compensation
and Indemnification.  The
Company agrees promptly to pay the Warrant Agent the compensation to be agreed
upon with the Company for all services rendered by the Warrant Agent and to
reimburse the Warrant Agent for reasonable out-of-pocket expenses (including
counsel fees) incurred by the Warrant Agent in connection with the services
rendered hereunder by the Warrant Agent. 
The Company also agrees to indemnify the Warrant Agent for, and to hold
it harmless against, any loss, liability or expense incurred without negligence
or bad faith on the part of the Warrant Agent, arising out of or in connection
with its acting as Warrant Agent hereunder, as well as the costs and expenses
of defending against any claim of such liability.  The obligations of the Company pursuant to
this Section 5.02(a) shall survive the exercise or the expiration of the
Warrants and the resignation or removal of the Warrant Agent.


(b)           Agent for
the Company.  In acting under
this Warrant Agreement and in connection with the Warrant Certificates, the
Warrant Agent is acting solely as agent of the Company and does not assume any
obligation or relationship of agency or trust for or with any of the holders of
Warrant Certificates or beneficial owners of Warrants.


(c)           Counsel.  The Warrant Agent may consult with counsel
satisfactory to it and the Company, and the advice of such counsel shall be
full and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance with the
advice of such counsel.


(d)           Documents.  The Warrant Agent shall be protected and
shall incur no liability for or in respect of any action taken or thing
suffered by it in reliance upon any Warrant Certificate, notice, direction,
consent, certificate, affidavit, statement or other paper or document
reasonably believed by it to be genuine and to have been presented or signed by
the proper parties.


 


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(e)           Certain
Transactions.  The Warrant
Agent, and its officers, directors and employees, may become the owner of, or
acquire any interest in, Warrants, with the same rights and restrictions that
it or they would have if it were not the Warrant Agent hereunder, and, to the
extent permitted by applicable law, it or they may engage or be interested in
any financial or other transaction with the Company and may act on, or as
depositary, trustee or agent for, any committee or body of holders of Warrant
Securities or other obligations of the Company as freely as if it were not the
Warrant Agent hereunder.  Nothing in this
Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as
Trustee under the Indenture.


(f)            No
Liability for Interests.  The
Warrant Agent shall have no liability for interest on any monies at any time
received by it pursuant to any of the provisions of this Agreement or of the
Warrant Certificates.


(g)           No Liability
for Invalidity.  The Warrant
Agent shall have no liability with respect to any invalidity of this Agreement
or any of the Warrant Certificates.


(h)           No
Responsibility for Representations. 
The Warrant Agent shall not be responsible for any of the recitals or
representations herein or in the Warrant Certificates (except as to the Warrant
Agent’s counter-signature thereon), all of which are made solely by the
Company.


(i)            No Implied
Obligations.  The Warrant
Agent shall be obligated to perform only such duties as are herein and in the
Warrant Certificates specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrant Certificates
against the Warrant Agent.  The Warrant
Agent shall not be under any obligation to take any action hereunder which may
tend to involve it in any expense or liability, the payment of which within a
reasonable time is not, in its reasonable opinion, assured to it.  The Warrant Agent shall not be accountable or
under any duty or responsibility for the use by the Company of any of the Warrant
Certificates authenticated by the Warrant Agent and delivered by it to the
Company pursuant to this Agreement or for the application by the Company of the
proceeds of the Warrant Certificates. 
The Warrant Agent shall have no duty or responsibility in case of any
default by the Company in the performance of its covenants or agreements
contained herein or in the Warrant Certificates or in the case of the receipt
of any written demand from a holder of a Warrant Certificate with respect to
such default, including, without limiting the generality of the foregoing, any
duty or responsibility to initiate or attempt to initiate any proceedings at
law or otherwise or, except as provided in Section 6.02 hereof, to make any
demand upon the Company.


SECTION
5.03.              Resignation
and Appointment of Successor. 
(a)  The Company agrees, for the
benefit of the holders from time to time of the Warrant Certificates, that
there shall at all times be a Warrant Agent hereunder until all the Warrants
have been exercised or are no longer exercisable.


(b)           The Warrant Agent may at any time resign as such agent by
giving written notice to the Company of such intention on its part, specifying
the date on which its desired


 


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resignation shall become effective; provided that
such date shall not be less than ninety days after the date on which such
notice is given unless the Company otherwise agrees.  The Warrant Agent hereunder may be removed at
any time by the filing with it of an instrument in writing signed by or on
behalf of the Company and specifying such removal and the date when it shall
become effective.  Such resignation or
removal shall take effect upon the appointment by the Company, as hereinafter
provided, of a successor Warrant Agent (which shall be a bank or trust company
authorized under the laws of the jurisdiction of its organization to exercise
corporate trust powers) and the acceptance of such appointment by such
successor Warrant Agent.  The obligation
of the Company under Section 5.02(a) shall continue to the extent set forth
therein notwithstanding the resignation or removal of the Warrant Agent.


(c)           In case at any time the Warrant Agent shall resign, or
shall be removed, or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or shall commence a voluntary case under the Federal
bankruptcy laws, as now or hereafter constituted, or under any other applicable
Federal or State bankruptcy, insolvency or similar law or shall consent to the
appointment of or taking possession by a receiver, custodian, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Warrant
Agent or its property or affairs, or shall make an assignment for the benefit
of creditors, or shall admit in writing its inability to pay its debts
generally as they become due, or shall take corporate action in furtherance of
any such action, or a decree or order for relief by a court having jurisdiction
in the premises shall have been entered in respect of the Warrant Agent in an
involuntary case under the Federal bankruptcy laws, as now or hereafter
constituted, or any other applicable Federal or State bankruptcy, insolvency or
similar law, or a decree or order by a court having jurisdiction in the
premises shall have been entered for the appointment of a receiver, custodian,
liquidator, assignee, trustee, sequestrator (or similar official) of the
Warrant Agent or of its property or affairs, or any public officer shall take
charge or control of the Warrant Agent or of its property or affairs for the
purpose of rehabilitation, conservation, winding up or liquidation, a successor
Warrant Agent, qualified as aforesaid, shall be appointed by the Company by an
instrument in writing, filed with the successor Warrant Agent.  Upon the appointment as aforesaid of a
successor Warrant Agent and acceptance by the successor Warrant Agent of such
appointment, the Warrant Agent shall cease to be Warrant Agent hereunder.


(d)           Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer,
deliver and pay over and such successor Warrant Agent shall be entitled to
receive, all monies, securities and other property on deposit with or held by
such predecessor, as Warrant Agent hereunder.


(e)           Any corporation into which the Warrant Agent hereunder may
be merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party or any corporation to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that it shall be


 


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qualified
as aforesaid, shall be the successor Warrant Agent under this Agreement without
the execution or filing of any paper or any further act on the part of any of
the parties hereto.


ARTICLE VI


MISCELLANEOUS


SECTION
6.01.              Amendment.  This Agreement may be amended by the parties
hereto, without the consent of the holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making such other provisions with
respect to matters or questions arising under this Agreement as the Company and
the Warrant Agent may deem necessary or desirable; provided that such action
shall not affect adversely the interests of the holders of the Warrant
Certificates.


SECTION
6.02.              Notices
and Demands to the Company and Warrant Agent.  If the Warrant Agent shall receive any notice
or demand addressed to the Company by the holder of a Warrant Certificate
pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall
promptly forward such notice or demand to the Company.


SECTION
6.03.              Addresses.  Any communication from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to                                        ,
Attention:                                           ,
and any communication from the Warrant Agent to the Company with respect to
this Agreement shall be addressed to Tribune Company, 435 N. Michigan Avenue,
Chicago, Illinois 60611, Attention: 
Secretary (or such other address as shall be specified in writing by the
Warrant Agent or by the Company).


SECTION
6.04.              Applicable
Law.  The validity,
interpretation and performance of this Agreement and each Warrant Certificate
issued hereunder and of the respective terms and provisions hereof and thereof
shall be governed by, and construed in accordance with, the laws of the State
of Illinois.


SECTION
6.05.              Delivery
of Prospectus.  The Company
will furnish to the Warrant Agent sufficient copies of a prospectus, as the
same may be amended or supplemented from time to time, relating to the Warrant
Securities deliverable upon exercise of Warrants (the “Prospectus”), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with the delivery of the Warrant Securities issued
upon such exercise, a copy of the Prospectus. 
The Warrant Agent shall not, by reason of any such delivery, assume any
responsibility for the accuracy or adequacy of such Prospectus.


SECTION
6.06.              Obtaining
of Governmental Approvals. 
The Company will from time to time take all action which may be
necessary to obtain and keep effective any and all permits, consents and
approvals of governmental agencies and authorities and securities acts filings
under United States Federal and State laws (including, without limitation, a
registration statement in respect of the Warrants and Warrant Securities under
the Securities Act of 1933, as amended), which may be or become required in
connection with the issuance, sale, transfer and


 


10





















delivery of the Warrant, or
the issuance, sale, transfer and delivery of the Warrant Securities issued upon
exercise of the Warrants.


SECTION
6.07.              Persons
Having Rights under Warrant Agreements.  Nothing in this Agreement shall give to any
person other than the Company, the Warrant Agent and the holders of the Warrant
Certificates any right, remedy or claim under or by reason of this Agreement.


SECTION
6.08.              Headings.  The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.


SECTION
6.09.              Counterparts.  This Agreement may be executed in any number
of counterparts, each of which as so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.


SECTION
6.10.              Inspection
of Agreement.  A copy of this
Agreement shall be available at all reasonable times at the principal corporate
trust office of the Warrant Agent for inspection by the holder of any Warrant
Certificate.  The Warrant Agent may
require such holder to submit his Warrant Certificate for inspection by it.


SECTION
6.11.              Notices
to Holders of Warrants.  Any
notice to holders of Warrants which by any provision of this Warrant Agreement
is required or permitted to be given shall be given by first class mail prepaid
at such holder’s address as it appears on the books of the Warrant Agent or on
the register of the Offered Securities prior to the Detachable Date.


 


11





















IN WITNESS WHEREOF, Tribune
Company and                                               
have caused this Agreement to be signed by one of their respective duly
authorized officers, and their respective corporate seals to be affixed
hereunto, and the sane to be attested by their respective Secretaries or one of
their respective Assistant Secretaries, all as of the day and year first above
written.


	
   

  	
  TRIBUNE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [WARRANT AGENT]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


 


12





















Exhibit A


FORM OF WARRANT CERTIFICATE


[Face of Warrant
Certificate]


Prior to                     
this Warrant

Certificate cannot be transferred

or exchanged unless attached to a

[Title of Offered Securities].


EXERCISABLE ONLY IF
COUNTERSIGNED BY THE

WARRANT AGENT AS PROVIDED HEREIN


TRIBUNE COMPANY


WARRANTS TO PURCHASE


[Title of Warrant
Securities]


VOID AFTER 5 P.M., CHICAGO
TIME, ON                           ,
20   


	
  No.

  	
   

  	
  Warrants

  



 


This certifies that                                  
or registered assigns is the registered owner of the above indicated number of
Warrants, each Warrant entitling such owner to purchase, at any time after 5
P.M., Chicago time, on                               ,
20    and on or before 5 P.M., Chicago time, on
                            ,
20   , principal amount of [Title of Warrant Securities] (the “Warrant
Securities”), of Tribune Company (the “Company”), issued and to be issued under
the Indenture (as hereinafter defined), on the following basis:  The exercise price of each Warrant will be
[specify] (the “Warrant Price”).  The
holder may exercise the Warrants evidenced hereby by providing certain
information set forth on the back hereof and by paying in full, [in lawful
money of the United States of America] [applicable currency or units] [in cash
or by certified check or official bank check or by bank wire transfer, in each
case] [by bank wire transfer] in immediately available funds, the Warrant Price
for each Warrant exercised to the Warrant Agent (as hereinafter defined) and by
surrendering this Warrant Certificate, with the purchase form on the back
hereof duly executed, at the corporate trust office of [name of Warrant Agent],
or its successor as warrant agent (the “Warrant Agent”), currently at the
address specified on the reverse hereof [or                                        ],
and upon compliance with and subject to the conditions set forth herein and in
the Warrant Agreement (as hereinafter defined).


 





















Any whole number of Warrants
evidenced by this Warrant Certificate may be exercised to purchase Warrant
Securities in registered form in denominations of           
and any integral multiples thereof.  Upon
any exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the holder hereof a new Warrant
Certificate evidencing the number of Warrants remaining unexercised.


This Warrant Certificate is
issued under and in accordance with the Warrant Agreement dated as of                          ,
20    (the “Warrant Agreement”) between the Company and the
Warrant Agent and is subject to the terms and provisions contained in the
Warrant Agreement, to all of which terms and provisions the holder of this
Warrant Certificate consents by acceptance hereof.  Copies of the Warrant Agreement are on file
at the above-mentioned office of the Warrant Agent [and at
                        ].


The Warrant securities to be
issued and delivered upon the exercise of the Warrants evidenced by this
Warrant Certificate will be issued under and in accordance with an indenture
(the “Indenture”), dated as of
                      ,
199    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), as trustee (the “Trustee”), and will be subject to the
terms and provisions contained in the Indenture.  Copies of the Indenture and the form of the
Warrant Securities are on file at the corporate trust office of the Trustee
[and at
                          ].


Prior to                               ,
20    this Warrant Certificate may be exchanged or transferred
only together with the [Title of Offered Securities] (“Offered Securities”) to
which this Warrant Certificate was initially attached, and only for the purpose
of effecting, or in conjunction with, an exchange or transfer of such Offered
Securities.  After such date, this
Warrant Certificate may be transferred when this Warrant Certificate is
surrendered at the corporate trust office of the Warrant Agent [or                      ]
by the registered owner or his assigns, in person or by an attorney duly
authorized in writing, in the manner and subject to the limitations provided in
the Warrant Agreement.


Except as provided in the
immediately preceding paragraph, after countersignature by the Warrant Agent
and prior to the expiration of this Warrant Certificate, this Warrant
Certificate may be exchanged at the corporate trust office of the Warrant Agent
for Warrant Certificates representing the same aggregate number of Warrants.


This Warrant Certificate
shall not entitle the holder hereof to any of the rights of a holder of the
Warrant Securities, including, without limitation, the right to receive
payments of principal of, premium, if any, or interest, if any, on the Warrant
Securities or to enforce any of the covenants of the Indenture.


This Warrant Certificate
shall not be valid or obligatory for any purpose until countersigned by the
Warrant Agent.


 


A-2





















IN WITNESS WHEREOF, Tribune
Company has caused this instrument to be duly executed under its corporate
seal.


Dated as of
                                ,
20   .


	
   

  	
   

  	
   

  	
  TRIBUNE COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Countersigned:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  as Warrant Agent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  	
   

  	
   

  



 


 


 


A-3





















 


[REVERSE OF WARRANT
CERTIFICATE]


Instructions for Exercise of
Warrant


To exercise the Warrants
evidenced hereby, the holder must pay in [lawful money of the United States of
America] [applicable currency or units] [in cash or by certified check or
official bank check or by bank wire transfer, in each case] [by bank wire
transfer] in immediately available funds, the Warrant Price in full for
Warrants exercised to [insert name of Warrant Agent] [corporate trust
department] [insert address of Warrant Agent], Attn:                                 
[or                         ],
which payment must specify the name of the holder and the number of Warrants
exercised by such holder.  In addition,
the holder must complete the information required below and present this
Warrant Certificate in person or send it by mail (certified or registered mail
is recommended) to the Warrant Agent at the appropriate address set forth
below.  This Warrant Certificate,
completed and duly executed, must be received by the Warrant Agent within five
business days of the payment referred to above.


To Be Executed Upon Exercise
of Warrant


The undersigned hereby
irrevocably elects to exercise                              
Warrants, evidenced by this Warrant Certificate, to purchase                                       
principal amount of the [Title of Warrant Securities] (the “Warrant Securities”)
of Tribune Company, and represents that he has tendered payment for such
Warrant Securities in [lawful money of the United States of America]
[applicable currency or units] [in cash or by certified check or official bank
check or by bank wire transfer, in each case] [by bank wire transfer] in immediately
available funds, to the order of Tribune Company, c/o [insert name and address
of Warrant Agent], in the amount of                     
in accordance with the terms hereof.  The
undersigned requests that said principal amount of Warrant Securities, which
shall be in fully registered form and in authorized denominations, be
registered in such names and delivered as specified in accordance with the
instructions set forth below.


If the number of Warrants
exercised is less than all of the Warrants evidenced hereby, the undersigned
requests that a new Warrant Certificate representing the remaining Warrants
evidenced hereby be issued and delivered to the undersigned unless otherwise
specified in the instructions below.


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (Please
  Print)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address:

  	
   

  
	
  

  (Insert Social Security or

  	
   

  	
   

  	
  



  
	
  Other Identifying Number

  	
   

  	
   

  	
   

  
	
  of Holder)

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


A-4





















 


	
   

  	
  The Warrants evidenced hereby may be
  exercised at the following addresses:

  
	
   

  	
   

  
	
   

  	
  By hand at:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By mail at:

  
			



 


[Instructions as to form and
delivery of Warrant Securities and, if applicable, Warrant Certificates
evidencing unexercised Warrants — complete as appropriate.]


 


A-5





















ASSIGNMENT


(FORM OF ASSIGNMENT TO BE
EXECUTED IF HOLDER DESIRES

TO TRANSFER WARRANTS EVIDENCED HEREBY)


FOR VALUE RECEIVED                                         
hereby sells, assigns and transfers unto


	
   

  	
  Please insert social security or other
  identifying number

  



 


 


(Please print name and
address including zip code)


 


the Warrants represented by
the within Warrant Certificate and does hereby irrevocably constitute and
appoint                                                                as
his attorney, to transfer said Warrant Certificate on the books of the Warrant
Agent with full power of substitution in the premises.


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
  (Signature must conform in all respects to
  the name of the holder as specified on the face of this Warrant Certificate
  and must bear a signature guarantee by a bank, trust company or member of the
  New York, Midwest or Pacific Stock Exchange.)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guaranteed

  	
   

  



 


 


A-6