Exhibit
10.8


[EXECUTION COPY]


THIS ESOP NOTE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATIONS OR AN EXEMPTION THEREFROM.


ESOP NOTE


	
  $250,000,000.00

  	
  April 1, 2007

  Chicago, Illinois

  



 


FOR VALUE RECEIVED, the
undersigned, GREATBANC TRUST COMPANY, not in
its individual or corporate capacity, but solely in its capacity as Trustee of
the Tribune Employee Stock Ownership Trust (the “Trust”), which
implements and forms a part of the Tribune Employee Stock Ownership Plan (the “Plan”),
hereby promises, on behalf of the Trust, to pay, in lawful money of the United
States of America and in immediately available funds, to the order of Tribune Company, a Delaware corporation (the “Company”), at
the principal offices of the Company in Chicago, Illinois, or at such other
place as the Company shall designate in writing, the aggregate principal amount
of Two Hundred Fifty Million Dollars ($250,000,000.00) or, if less, the
aggregate unpaid principal amount of the Loan Proceeds, as defined in the ESOP
Loan Agreement of even date herewith, between the Company and the Trust (the “ESOP
Loan Agreement”), with interest thereon at the rate of 5.01% per annum,
compounded annually, on or before April 1, 2037, as hereinafter provided.


This ESOP Note is issued pursuant to Section 2.3 of
the ESOP Loan Agreement, which ESOP Loan Agreement is incorporated herein in
its entirety. All capitalized terms used herein, unless otherwise defined,
shall have the meanings ascribed to them in the ESOP Loan Agreement. Reference
is hereby made to the ESOP Loan Agreement for the terms and conditions under
which the extension of credit evidenced hereby was made, and under which
amounts due hereunder may be prepaid, accelerated or in default. This ESOP Note
is secured under the terms of a Pledge Agreement of even date herewith between
the Company and the Trust, and the Company is entitled to the benefits of the
security described therein.


Subject to the provisions of the ESOP Loan Agreement,
the principal amount of the indebtedness evidenced hereby shall be payable in
annual installments described on the amortization schedule set forth on Schedule
1 hereto, and interest on such principal amount shall be paid annually in
arrears (with the first such installment payment being payable on the first
anniversary hereof and subsequent installments being payable on succeeding
anniversary dates).


This ESOP Note shall be construed under the laws of
the State of Illinois to the extent not preempted by federal law.


This ESOP Note may not be assigned by the Company,
other than or by operation of law, without the prior express written consent of
the undersigned or any successor trustee under the Trust.


The obligation evidenced by this ESOP Note is, and is
intended to be, an “exempt loan” within the meaning of Section 4975(d)(3) of
the Internal Revenue Code of 1986, as amended (the 













“Code”),
and Section 408(b)(3) of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”). Accordingly, repayment of principal and interest is
restricted and, except as otherwise allowed by said Sections 4975(d)(3) of the
Code and 408(b)(3) of ERISA, shall be made only from: (i) employer
contributions made to the Trust to repay such loan and earnings attributable to
the investment of such contributions; and (ii) any dividends, earnings or
distributions on the employer securities acquired with the Loan Proceeds and
held by the Trust. The Company or any subsequent holder of this ESOP Note shall
have no recourse whatsoever to any other assets of the Plan or the Trust for
repayment except to the extent expressly permitted by the Pledge Agreement.
Further, if any provision of this ESOP Note conflicts with the requirements for
loans set forth in Section 4975(d)(3) of the Code and Section 408(b)(3) of
ERISA, or in any valid regulations issued thereunder, such provisions shall be
enforceable only to the extent permitted by such statutes and regulations.
Wherever possible, each provision of this ESOP Note shall be interpreted in
such manner as to be effective and valid under such statutes or regulations
issued thereunder, but if any such provisions of this ESOP Note shall be prohibited
by or invalid under such statutes or regulations, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this ESOP Note.


	
  

  	
  GREATBANC TRUST COMPANY, not
  in its individual or corporate capacity, but solely as Trustee of the Tribune
  Employee Stock Ownership Trust

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marilyn H. Marchetti

  
	
   

  	
  Name:

  	
  Marilyn H. Marchetti

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 


 


 


 



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