EXHIBIT 4.1


AMENDMENT NO. 1


AMENDMENT NO. 1, dated as of June 4, 2007 (this “Amendment”),
to the Credit Agreement, dated as of May 17, 2007 (as amended, supplemented,
amended and restated or otherwise modified from time to time, the “Credit
Agreement”), among TRIBUNE COMPANY, a Delaware corporation (“Tribune”
or “Borrower”), each lender from time to time party thereto
(collectively, the “Lenders” and individually, a “Lender”),
JPMORGAN CHASE BANK, N.A., as administrative agent (the “Agent”),
MERRILL LYNCH CAPITAL CORPORATION, as syndication agent (in such capacity, the “Syndication
Agent”), and CITICORP NORTH AMERICA, INC., BANK OF AMERICA, N.A. and
Barclays Bank PLC, as co-documentation agents (in such capacity, the “Documentation
Agents”).  Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the Credit Agreement
(as amended hereby).


WHEREAS, the Borrower, the
Lenders, JPMorgan Chase Bank, N.A., as Agent, Merrill Lynch Capital
Corporation, as Syndication Agent, and Citicorp North America, Inc. and Bank of
America, N.A., as Documentation Agents entered into the Credit Agreement, dated
as of May 17, 2007, pursuant to which the Lenders made certain loans and other
extensions of credit to the Borrower;


WHEREAS, Section 8.01 of the
Credit Agreement provides the Borrower may, with the consent of the Required
Lenders amend the Credit Agreement (and with respect to the amendment to the
definition of “Eurodollar Rate”, all Lenders); and


WHEREAS, the Borrower, the
Lenders and the Administrative Agent desire to amend the Credit Agreement to
effect the changes described below;


NOW, THEREFORE, in
consideration of the premises contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound hereby, agree as follows:


Section 1.                                            Amendments.  The
Credit Agreement is hereby amended effective as of the date hereof as follows:


(a)                                  Section 1.01 of the Credit Agreement is hereby
amended by deleting the phrase “of its business” immediately preceding the
period in the definition of “Fund”.


(b)                                 Section 1.01 of the Credit Agreement is
hereby further amended by deleting the definition of “Eurodollar Rate” in its
entirely and replacing it with the following:


“Eurodollar Rate”
means, for any Interest Period for each Eurodollar Rate Advance comprising part
of the same Borrowing, an interest rate per annum equal to the rate per annum
obtained by dividing (a) the rate per annum appearing on Reuters LIBOR 01 (or
any successor page) as the London interbank offered rate for deposits in U.S.
dollars at approximately 11:00 A.M. (London time) two Business Days prior to
the first day of such Interest Period for a term comparable to such Interest Period
or, if for any reason such rate is not available, the average of the rate per
annum at which deposits in U.S.  dollars
are offered by the principal office of each of the Reference Banks in London,
England to prime banks in the London interbank market at 11:00 A.M. (London
time) two Business Days before the first day of such Interest Period in an
amount substantially equal to such Reference Bank’s Eurodollar Rate Advance
comprising part of such Borrowing to be outstanding during such Interest Period
and for a period equal to such Interest Period by (b) a percentage equal to
100% minus the Eurodollar Rate Reserve Percentage for such Interest 













Period.  If the Reuters LIBOR 01 (or any successor
page) is unavailable, the Eurodollar Rate for any Interest Period for each
Eurodollar Rate Advance comprising part of the same Borrowing shall be determined
by the Agent on the basis of applicable rates furnished to and received by the
Agent from the Reference Banks two Business Days before the first day of such
Interest Period, subject, however, to the provisions of Section
2.08.


(c)                                  Section 1.01 of the Credit Agreement is
hereby further amended by adding “, the Guarantee” immediately after the words “this
Agreement” in the definition of “Loan Documents”.


(d)                                 Section 4.01(j) is hereby amended by deleting
the words “within the meaning of”  and
replacing them with the following::


“registered or required to
be registered as an “investment company” under”


(e)                                  Section 8.07(a) of the Credit Agreement is
hereby amended by adding the following immediately after the word “Lender” in
clause (B) of the second proviso of such section:


“an Affiliate of a Lender or
an Approved Fund”.


Section 2.                                            Effectiveness.  This
Amendment will become effective upon receipt by the Agent of executed signature
pages hereto from the Borrower, the Agent and the Lenders.  The amendments contemplated hereby shall
apply only from and after the date of effectiveness of this Amendment.


Section 3.                                            Counterparts.  This
Amendment may be executed in any number of counterparts and by different
parties hereto on separate counterparts, each of which when so executed and
delivered shall be deemed to be an original, but all of which when taken
together shall constitute a single instrument. 
Delivery of an executed counterpart of a signature page of this
Amendment by facsimile or electronic .pdf transmission shall be effective as
delivery of a manually executed counterpart hereof.


Section 4.                                            Applicable Law.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.


Section 5.                                            Headings.  The
headings of this Amendment are for purposes of reference only and shall not
limit or otherwise affect the meaning hereof.


Section 6.                                            Effect of Amendment. 
Except as expressly set forth herein, this Amendment shall not by
implication or otherwise limit, impair, constitute a waiver of or otherwise
affect the rights and remedies of the Lenders or the Agent under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other provision of the
Credit Agreement or any other Loan Document, all of which are ratified and
affirmed in all respects and shall continue in full force and effect.


[Remainder of Page Intentionally Blank]



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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed by their
respective authorized officers as of the day and year first above written.


	
  

  	
  TRIBUNE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chandler Bigelow

  
	
   

  	
   

  	
  Name: Chandler
  Bigelow

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Anastasio

  
	
   

  	
   

  	
  Name: Robert
  Anastasio

  
	
   

  	
   

  	
  Title: Vice President

  



 



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  JPMORGAN CHASE BANK, N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Anastasio

  
	
   

  	
   

  	
  Name: Robert
  Anastasio

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA,
  N.A.,

  
	
   

  	
  as
  Co-Documentation Agent and Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel R. Petrik

  
	
   

  	
   

  	
  Name: Daniel R.
  Petrik

  
	
   

  	
   

  	
  Title: Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BARCLAYS BANK
  PLC,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Barton

  
	
   

  	
   

  	
  Name: David
  Barton

  
	
   

  	
   

  	
  Title: Associate
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CIT LENDING
  SERVICES CORP.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas S. Witte

  
	
   

  	
   

  	
  Name: Douglas S.
  Witte

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITICORP NORTH
  AMERICA, INC.

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Julie Persily

  
	
   

  	
   

  	
  Name: Julie
  Persily

  
	
   

  	
   

  	
  Title: Vice
  President and Managing Director

  



 



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  LASALLE BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul B. Cronin

  
	
   

  	
   

  	
  Name: Paul B.
  Cronin

  
	
   

  	
   

  	
  Title: Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LEHMAN BROTHERS COMMERCIAL BANK,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George Janes

  
	
   

  	
   

  	
  Name: George
  Janes

  
	
   

  	
   

  	
  Title: Chief
  Credit Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MERRILL LYNCH
  CAPITAL CORPORATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Tuvlin

  
	
   

  	
   

  	
  Name: David
  Tuvlin

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SUMITOMO MITSUI
  BANKING CORPORATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Yoshihiro Hyakutome

  
	
   

  	
   

  	
  Name: Yoshihiro
  Hyakutome

  
	
   

  	
   

  	
  Title: General
  Manager

  



 



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