Exhibit 10.4


EXHIBIT B

[FINAL FORM]


SUBORDINATED PROMISSORY NOTE


	
                 ,
  2007

  	
  $225,000,000.00

  



 


Tribune Company, a
Delaware corporation located at 435 North Michigan Avenue, Chicago, Illinois
60611 (“Maker”), hereby promises
to pay to the order of EGI-TRB, L.L.C., a Delaware limited liability company
located at Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606 (the “Holder”) or its successors or permitted
assigns, the principal amount of TWO HUNDRED TWENTY-FIVE MILLION AND NO/100
DOLLARS ($225,000,000.00) together with interest thereon calculated from the
date hereof in accordance with the provisions of this Subordinated Promissory
Note (this “Note”).


1.             Payments.


(a)           Interest on the unpaid principal
amount of this Note outstanding from time to time shall accrue at the rate of
       (1) percent (   %) per annum calculated on the basis of a
365-day year and the actual number of days elapsed in any year, or (if less) at
the highest rate then permitted under applicable law (the “Interest Rate”).  At all times during the occurrence of an
Event of Default, and at all times after            
    , 2018 (the  “Maturity Date”), all of the obligations and
liabilities of Maker to the Holder hereunder shall accrue interest at a rate
equal to the Interest Rate plus two percent (2%) (the “Default Rate”) to the extent permitted
under applicable law.  Interest on the
unpaid principal amount hereunder shall be payable on the last day of each
calendar quarter (each, a “Payment Date”)
as follows:


(i)            to the extent the payment of such
interest payment is not prohibited by the terms of any applicable subordination
agreement or intercreditor agreement (if any) made by and among the Holder
and the financial institutions, agents and other persons party thereto from
time to time (any such agreement or agreements, as amended, restated or
otherwise modified from time to time, collectively, the “Intercreditor Agreement”) as of such
Payment Date, Maker shall pay to the Holder all accrued and unpaid interest as
of such Payment Date in cash in accordance with the terms of Section 1(c) below
(each, a “Cash Interest Payment”);
and


(ii)           to the extent the payment of such
interest payment is prohibited pursuant to the terms of the Intercreditor
Agreement as of such Payment Date, all accrued and unpaid interest as of such
Payment Date shall be capitalized as principal outstanding on this Note by
adding the amount of such interest payment to the outstanding principal amount
of this Note.


(b)           Payments of principal outstanding
from time to time under this Note shall be made as follows, each to the extent
not prohibited by the terms of the Intercreditor Agreement:













 


(i)            on each Payment Date, Maker shall
make principal payments to the Holder in the amount of two hundred fifty
thousand and no/100 Dollars ($250,000.00), commencing on           
     2007 and through and including the Maturity Date;


(ii)           on the Maturity Date hereof, Maker
shall pay the outstanding principal amount of this Note, together with all accrued
and unpaid interest hereon, and any costs and expenses incurred by Lender in
connection herewith; and


(iii)          at any time and from time to time,
Maker may, prepay, without premium or penalty, all or any portion of the
outstanding principal amount of this Note, any such prepayment to be applied
first, to all accrued but unpaid interest on this Note; second, to scheduled
installments of principal in the direct order of maturity; and third, to
outstanding principal (including, without limitation, capitalized interest).


(c)           If any payment is due, or any time
period for giving notice or taking action expires, on a day which is a
Saturday, Sunday or legal holiday in the State of New York, the payment shall
be due and payable on, and the time period shall automatically be extended to,
the next business day immediately following such Saturday, Sunday or legal
holiday, and interest shall continue to accrue at the required rate hereunder
until any such payment is made.  All
payments to be made to the Holder shall be made in the lawful money of the
United States of America in immediately available funds, free and clear of all
taxes and charges whatsoever.  Payments
shall be delivered to the Holder at the address set forth above or to such
other address or to the attention of such other person as specified by prior
written notice to Maker or by wire transfer pursuant to wire instructions as
specified by prior written notice to Maker.


2.             Subordination.


All of the obligations
and liabilities of Maker to the Holder evidenced by this Note (including,
without limitation, principal, interest and costs and expenses) are qualified
by, limited and expressly subordinated in accordance with the terms and
conditions set forth in the Intercreditor Agreement.


3.             Events of Default.


(a)           For purposes of this Note, an “Event of Default” shall be deemed to have
occurred if:


(i)            Maker fails to make any payment of
principal of, or interest on, any Note when due and payable and such default
remains uncured for a period of more than five (5) business days; provided,
that, the failure by Maker to make a principal or interest payment
hereunder when due shall not constitute an Event of Default if Maker is
prohibited from making such payment under the terms of the Intercreditor
Agreement; or


(ii)           Maker or any its subsidiaries or any
guarantor of Maker’s obligations hereunder makes an assignment for the benefit
of creditors or admits in writing its inability to pay its debts generally as
they become due; or an order, judgment or decree is entered adjudicating Maker
or any such subsidiary or guarantor bankrupt or insolvent; or any order for
relief with respect to Maker or any such subsidiary or guarantor is entered 



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under Title 11 of the
United States Code, 11 U.S.C. §§101 et. seq.;
or Maker or any such subsidiary or guarantor petitions or applies to any
tribunal for the appointment of a custodian, trustee, receiver or liquidator of
Maker or any such subsidiary or guarantor, or of any substantial part of the
assets of Maker or any such subsidiary or guarantor, or commences any
proceeding (other than a proceeding for the voluntary liquidation and
dissolution of any subsidiary of Maker) relating to Maker or any such
subsidiary or guarantor under any bankruptcy reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation law of any
jurisdiction; or any such petition or application is filed, or any such
proceeding is commenced, against Maker or any such subsidiary or guarantor and
either (A) Maker or any such subsidiary or guarantor by any act indicates its
approval thereof, consent thereto or acquiescence therein or (B) such petition,
application or proceeding is not dismissed within sixty (60) days.


The foregoing shall
constitute Events of Default whatever the reason or cause for any such Event of
Default and whether it is voluntary or involuntary or is effected by operation
of law or pursuant to any judgment, decree or order of any court or any order,
rule or regulation of any administrative or governmental body.


(b)           Upon the occurrence of an Event of
Default:


(i)            if an Event of Default of the type
described in Section 3(a)(i) of this Note has occurred, the aggregate principal
amount of this Note (together with all accrued interest thereon and all other
amounts due and payable with respect thereto, including, without limitation,
any costs and expenses incurred by Lender in connection herewith) shall become
immediately due and payable upon written notice from the Holder to the Maker,
and, to the extent not prohibited by the provisions of the Intercreditor
Agreement, Maker shall immediately pay to the Holder all amounts due and
payable with respect to this Note;


(ii)           if an Event of Default of the type
described in Section 3(a)(ii) of this Note has occurred, the aggregate principal
amount of this Note (together with all accrued interest thereon and all other
amounts due and payable with respect thereto, including, without limitation,
any costs and expenses incurred by Lender in connection herewith) shall become
immediately due and payable without any action on the part of the Holder, and,
to the extent not prohibited by the provisions of the Intercreditor Agreement,
Maker shall immediately pay to the Holder all amounts due and payable with
respect to this Note; and


(iii)          subject to the terms of the
Intercreditor Agreement, the Holder shall have all rights and remedies set
forth herein and under any applicable law or in equity.  No such remedy is intended to be exclusive of
any other remedy, and each and every such remedy shall be cumulative and shall
be in addition to every other remedy given hereunder or thereunder or now or
hereafter existing at law or in equity or by statute or otherwise.  Subject to the terms of the Intercreditor
Agreement, any Holder having any rights under any provision of this Note shall
be entitled to enforce such rights specifically (without posting a bond or
other security), to recover damages by reason of any breach of any provision of
this Note and to exercise all other rights granted by law.



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4.             General.


(a)           The terms of this Note may be waived,
altered or amended, and Maker may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only by an instrument in
writing duly executed by Maker and the Holder. 
Any such amendment or waiver shall be binding upon the Holder, Maker and
their respective successors and permitted assigns.


(b)           Maker hereby waives diligence,
presentment, protest and demand and notice of protest and demand, dishonor and
nonpayment of this Note, and expressly agrees that this Note, or any payment
hereunder, may be extended from time to time, all without in any way affecting
the liability of Maker hereunder.


(c)           All notices, demands or other
communications to be given or delivered under or by reason of the provisions of
this Note shall be in writing and shall be deemed to have been given when
delivered personally to the recipient, sent to the recipient by reputable
overnight courier service (charges prepaid), transmitted by facsimile (receipt
confirmed) or three days after mailed to the recipient by certified or
registered mail, return receipt requested and postage prepaid.  Such notices, demands and other
communications shall be sent to Maker and the Holder at the address set forth
above or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.


(d)           If any provision hereof is invalid
and unenforceable in any jurisdiction, then, to the fullest extent permitted by
law, (a) the other provisions hereof shall remain in full force and effect in
such jurisdiction and shall be liberally construed in favor of the Holder in
order to carry out the intentions of the parties hereto as nearly as may be
possible and (b) the invalidity or unenforceability of any provision hereof in
any jurisdiction shall not affect the validity or enforceability of such
provision in any other jurisdiction.


(d)           This Note shall be binding upon and
inure to the benefit of the respective successors and permitted assigns of each
of the parties hereto, provided, that neither Holder nor Maker shall
assign or transfer its rights or duties hereunder without the prior written
consent of the other party hereto.


(e)           It is the intention of Maker and the
Holder to conform strictly to all applicable usury laws now or hereafter in
force, and any interest payable under this Note shall be subject to reduction
to the amount not in excess of the maximum legal amount allowed under the
applicable usury laws as now or hereafter construed by the courts having
jurisdiction over such matters.  If the
maturity of this Note is accelerated by reason of an election by the Holder
resulting from an Event of Default, voluntary prepayment by Maker or otherwise,
then earned interest may never include more than the maximum amount permitted
by law, computed from the date hereof until payment, and any interest in excess
of the maximum amount permitted by law shall be canceled automatically and, if
theretofore paid, shall at the option of the Holder either be rebated to Maker
or credited on the principal amount of this Note, or if this Note has been
paid, then the excess shall be rebated to Maker.  The aggregate of all interest (whether
designated as interest, service charges, points or otherwise) contracted for,
chargeable, or receivable under this Note shall under no circumstances exceed
the maximum legal rate upon the 



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unpaid principal balance
of this Note remaining unpaid from time to time.  If such interest does exceed the maximum legal
rate, it shall be deemed a mistake and such excess shall be canceled
automatically and, if theretofore paid, rebated to Maker or credited on the
principal amount of this Note, or if this Note has been repaid, then such
excess shall be rebated to Maker.


(f)            This Note shall be governed by and
interpreted in accordance with the laws of the State of Delaware, without
giving effect to any laws or principles of conflicts of laws that would cause
the laws of any other jurisdiction to apply.


(G)          MAKER
HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED
STATES FEDERAL OR DELAWARE STATE COURT IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS NOTE AND MAKER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS
IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR
THAT SUCH COURT IS AN INCONVENIENT FORUM. 
NOTHING HEREIN SHALL LIMIT THE RIGHT OF HOLDER TO BRING PROCEEDINGS
AGAINST MAKER IN THE COURTS OF ANY OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY MAKER AGAINST
HOLDER OR ANY AFFILIATE THEREOF INVOLVING DIRECTLY OR INDIRECTLY ANY MATTER IN
ANY WAY ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THIS NOTE SHALL BE
BROUGHT ONLY IN A COURT IN DELAWARE.


(H)          MAKER AND HOLDER EACH WAIVE THEIR
RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF OR RELATED TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED
HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY
ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO
CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. 
MAKER AND HOLDER EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL
BE TRIED BY A COURT TRIAL WITHOUT A JURY. 
WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR
RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS
TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN
PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS NOTE OR ANY PROVISION
HEREOF.  THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS NOTE.


 {Signature
Page Follows}



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IN WITNESS WHEREOF, Maker has executed and delivered
this Note on this      day of            ,
2007. 


	
  

  	
  TRIBUNE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Its:

  	
   

  



 


Acknowledged and agreed
to as of

this      day of            ,
2007


EGI-TRB, L.L.C.




	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  



 



 Signature Page to Subordinated Promissory Note