Exhibit 10.5


EXHIBIT C

[FINAL FORM]


THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.  THIS WARRANT IS SUBJECT TO THE TERMS OF AN
INVESTOR RIGHTS AGREEMENT AMONG THE COMPANY, EGI-TRB, L.L.C., AND GREATBANC
TRUST COMPANY, SOLELY AS TRUSTEE OF THE TRIBUNE EMPLOYEE STOCK OWNERSHIP TRUST
WHICH FORMS PART OF THE TRIBUNE EMPLOYEE STOCK OWNERSHIP PLAN.


	
  Date of Issuance (“Issue Date”):

  	
   

  	
  Void after:

  
	
  [             ],
  200[7]

  	
   

  	
  [                  ],
  202[   ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Certificate No. W-

  	
   

  



 


WARRANT
TO PURCHASE SHARES OF COMMON STOCK


For value received, the
receipt and sufficiency of which is hereby acknowledged, this Warrant is issued
to EGI-TRB, L.L.C., a Delaware limited liability company (the “Holder”),
by Tribune Company, a Delaware corporation (the “Company”).


1.             Purchase of Shares.


(a)           Number
of Shares.  Subject to the terms and
conditions set forth herein, the Holder shall be entitled, at any time, from
time to time, upon surrender of this Warrant, to purchase from the Company an
aggregate of 43,478,261 duly authorized, validly issued, fully paid and
nonassessable shares (the “Shares”) of the Company’s common stock, par
value $0.01 per share (the “Common Stock”).  The term “Warrant” as used herein
shall be deemed to include any warrants issued upon transfer or partial
exercise of this Warrant unless the context clearly requires otherwise.


(b)           Exercise
Price.  In respect of any exercise,
in whole or in part, of the Warrant pursuant to Section 1(a) above, the
exercise price per Share issuable upon such exercise shall be $11.50 (the “Exercise
Price”).  Notwithstanding the immediately
preceding sentence, the Shares and the Exercise Price shall be subject to
adjustment pursuant to Section 8 hereof.  In addition, on each of the first ten
anniversary dates of the Issue Date, the Exercise Price in effect immediately
prior to such anniversary date (the “Prior Exercise Price”) shall be
increased by an amount equal to the Prior Exercise Price multiplied by the
percentage set forth opposite the applicable anniversary date as hereinafter
set forth.  For the avoidance of doubt,
the applicable Exercise Price for each period, assuming no other adjustments in
accordance with Section 8, is set forth below under the heading “Exercise
Price Without Section 8 Adjustment” with respect to the year that commences on
the anniversary date indicated.













 


	
  Anniversary Date

  	
   

  	
  Percentage Increase to

  Exercise Price

  	
   

  	
  Exercise Price Without

  Section 8 Adjustment

  	
   

  
	
  First anniversary of
  Issue Date

  	
   

  	
  2.000000%

  	
   

  	
  $

  	
  11.73

  	
   

  
	
  Second anniversary of
  Issue Date

  	
   

  	
  1.960784%

  	
   

  	
  $

  	
  11.96

  	
   

  
	
  Third anniversary of
  Issue Date

  	
   

  	
  1.923077%

  	
   

  	
  $

  	
  12.19

  	
   

  
	
  Fourth anniversary of
  Issue Date

  	
   

  	
  1.886792%

  	
   

  	
  $

  	
  12.42

  	
   

  
	
  Fifth anniversary of
  Issue Date

  	
   

  	
  1.851852%

  	
   

  	
  $

  	
  12.65

  	
   

  
	
  Sixth anniversary of
  Issue Date

  	
   

  	
  1.818182%

  	
   

  	
  $

  	
  12.88

  	
   

  
	
  Seventh anniversary of
  Issue Date

  	
   

  	
  1.785714%

  	
   

  	
  $

  	
  13.11

  	
   

  
	
  Eighth anniversary of
  Issue Date

  	
   

  	
  1.754386%

  	
   

  	
  $

  	
  13.34

  	
   

  
	
  Ninth anniversary of
  Issue Date

  	
   

  	
  1.724138%

  	
   

  	
  $

  	
  13.57

  	
   

  
	
  Tenth anniversary of Issue Date

  	
   

  	
  1.694915%

  	
   

  	
  $

  	
  13.80

  	
   

  



 


Following the tenth
anniversary of the Issue Date, there shall be no further changes to the
Exercise Price, except as provided in Section 8 hereof.


(c)           Vesting
and Exercisability of Shares. This Warrant shall be fully vested and
exercisable as of the date of issuance set forth above.


2.             Exercise Period.  This Warrant shall be exercisable, in whole
or in part, during the term commencing on the date hereof and ending on [                            ],
202[     ].(1)


3.             Method of Exercise.


(a)           While
this Warrant remains outstanding and exercisable in accordance with Section 2
above, the Holder may exercise, in whole or in part, the purchase rights
evidenced hereby.  Such exercise shall be
effected by:


(i)            the
surrender of the Warrant, together with a duly executed copy of the Notice of
Exercise attached hereto, to the Secretary of the Company at its principal
office (or at such other place as the Company shall notify the Holder in
writing);


(ii)           the
delivery to the Company of a written opinion of counsel to the Holder in form
and substance reasonably satisfactory to the Company that the transferee of the
Warrant will be an eligible S corporation holder; and


(iii)          except
in connection with a Net Exercise (as defined below) pursuant to Section 4
below, the payment to the Company by wire transfer to an account designated by
the Company of an amount equal to the aggregate Exercise Price for the number
of Shares being purchased.


(b)           Each
exercise of this Warrant shall be deemed to have been effected immediately
prior to the close of business on the day on which this Warrant is surrendered
to the Company as provided in Section 3(a) above.  At such time, the person or persons in whose
name or names any certificate for the Shares shall be issuable upon such 






(1)             Such
date to be the fifteenth (15th) anniversary of the issuance date of the Warrant.



 2
 









 


exercise as provided in Section 3(c) below shall be deemed to
have become the holder or holders of record of the Shares represented by such
certificate.  As used in this Warrant, “person”
means any individual, partnership, limited liability company, corporation,
association, joint stock company, trust, joint venture, unincorporated
organization or any federal, state, county or municipal governmental or
quasi-governmental agency, department, commission, board, bureau or
instrumentality or any other entity.


(c)           As
soon as reasonably practicable after the exercise of this Warrant in whole or
in part, the Company at its expense will cause to be issued in the name of, and
delivered to, the Holder, or as the Holder may direct:


(i)            a
certificate or certificates (with appropriate restrictive legends) for the
number of Shares to which the Holder shall be entitled in such denominations as
may be requested by the Holder; and


(ii)           in
case such exercise is in part only, a new warrant or warrants (dated the date
hereof) of like tenor, calling in the aggregate on the face or faces thereof
for the number of Shares equal to the number of such Shares described in this
Warrant minus the number of such Shares purchased by the Holder upon all
exercises made in accordance with Section 3(a) above or Section 4
below.


(d)           Notwithstanding
any other provisions hereof, if an exercise of any portion of this Warrant is
to be made in connection with the consummation of a sale of the Company’s
Common Stock or other securities pursuant to a registration statement under the
Securities Act of 1933, as amended (the “Act”) (other than a
registration statement relating either to a sale of securities to employees of
the Company pursuant to its stock option, stock purchase or other similar plan
or to a Securities and Exchange Commission (“SEC”) Rule 145
transaction) (the “Public Offering”), or a Sale of the Company (as
defined below), the exercise of any portion of this Warrant may, at the
election of the Holder hereof, be conditioned upon the consummation of the
Public Offering or Sale of the Company, in which case such exercise shall not
be deemed to be effective until the consummation of such transaction.  A “Sale of the Company” shall mean
(i) the closing of the sale, lease, transfer or other disposition of all
or substantially all of the Company’s assets, (ii) the consummation of a
merger or consolidation of the Company with or into another entity (except a
merger or consolidation in which the holders of capital stock of the Company
immediately prior to such merger or consolidation continue to hold at least 50%
of the voting power of the capital stock of the Company or the surviving or
acquiring entity), (iii) the closing of the transfer (whether by merger,
consolidation or otherwise), in one transaction or a series of related transactions,
to a person or group of affiliated persons not affiliated with the Company
(other than an underwriter of the Company’s securities), of the Company’s
securities if, after such closing, such person or group of affiliated persons
would hold 50% or more of the outstanding voting stock of the Company (or the
surviving or acquiring entity) or (iv) a liquidation, dissolution or winding up
of the Company, whether voluntary or involuntary; provided, however,
that a transaction described in (i), (ii) or (iii) above shall not constitute a
Sale of the Company if its sole purpose is to change the state of the Company’s
incorporation or to create a holding company that will be owned in
substantially the same proportions by the persons who held the Company’s
securities immediately prior to such transaction.  For purposes of this Warrant, “affiliate”
shall mean, with respect to any specified person, any other person that 



 3
 









 


directly, or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, such specified person.


(e)           Notwithstanding anything else to the
contrary herein, in connection with a proposed Sale of the Company, the Holder
shall, upon ten days prior written notice to the Company, have the right (but
not the obligation) to require the Company to redeem (and the Company shall
redeem) in connection with consummation of such Sale of the Company all or any
portion of the Warrant, without exercising it, for consideration equal to the
same number of shares of Common Stock and amount of cash and other property
that the Holder would have been entitled to receive upon such Sale of the
Company had this Warrant (or any portion thereof) been exercised immediately
prior to consummation of such Sale of the Company using the Net Exercise
procedures specified in Section 4.


4.             Net Exercise.  In
lieu of exercising this Warrant for cash, the Holder may elect to receive
Common Stock (or other cash or property the Holder may be entitled to pursuant
to Section 8(b)) equal to the value of this Warrant (or the portion
thereof being exercised) (a “Net Exercise”).  Upon a Net Exercise, the Holder shall have
the rights described in Sections 3(b) and 3(c)
hereof, and the Company shall issue to the Holder a number of Shares computed
using the following formula:


 




	
  

  	
  X =

  	
  Y (A - B)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


Where


X =                             The
number of Shares to be issued to the Holder.


Y =                              The
number of Shares purchasable under this Warrant or, if only a portion of the
Warrant is being exercised, the portion of the Warrant being exercised (at the
date of such calculation).


A =                            The
Fair Market Value of one (1) Share (at the date of such calculation).


B =                              The
Exercise Price (as adjusted to the date of such calculation).


For purposes of this
Warrant, the “Fair Market Value” of a Share shall mean the average of
the closing prices of the Shares quoted in the over-the-counter market in which
the Shares are traded or the closing price quoted on any exchange or electronic
securities market on which the Shares are listed, whichever is applicable, as
published in The Wall Street Journal
for the thirty (30) trading days prior to the date of determination of fair
market value (or such shorter period of time during which such Shares were
traded over-the-counter or on such exchange). In the event that this Warrant is
exercised pursuant to this Section 4 in connection with the
consummation of the Company’s sale of its Common Stock or other securities
pursuant to a Public Offering, the Fair Market Value per Share shall be the per
share offering price to the public of the Public Offering.  In the event this Warrant is redeemed
pursuant to Section 3(e) above or exercised pursuant this Section 4,
in each case, in connection with consummation of a Sale of the Company, the
Fair Market Value per Share shall be equal to the Fair Market Value of the
consideration per Share that the Holder would have been entitled to receive
upon such Sale of 



 4
 









 


the Company had
this Warrant been redeemed or exercised immediately prior to the effective time
of the Sale of the Company.  If the
Shares are not traded on the over-the-counter market, an exchange or an
electronic securities market, the Fair Market Value shall be the price per
Share that the Company could obtain from a willing buyer for Shares sold by the
Company from authorized but unissued Shares, as such prices shall be reasonably
determined in good faith by the trustee (the “ESOP Trustee”) of the
Company’s employee stock ownership trust which forms part of the Company’s
employee stock ownership plan (the “ESOP”) based upon a written
valuation of the Company’s shares of Common Stock prepared by an independent
appraiser retained by the Company to determine the Fair Market Value of the
Shares for purposes of the ESOP and delivered to the Holder.


For purposes of this
Warrant, the “Fair Market Value” of property (including, without
limitation, securities) other than Shares shall mean the fair market value
thereof, as shall be reasonably determined in good faith by the Board of
Directors of the Company (the “Board”) and set forth in a written
resolution delivered to the Holder.  Any
determination of Fair Market Value of property other Shares shall be subject to
the Holder’s contest and appraisal rights set forth in Section 8(h)
hereof.  Furthermore, at any time prior
to the consummation of a Net Exercise other than in connection with a Sale of
the Company, the Holder shall have the right in its sole and absolute
discretion to (a) rescind its election to exercise the Warrant pursuant to
Section 3(a) above or (b) rescind its election to effect a Net
Exercise and instead pay to the Company the aggregate Exercise Price in
accordance with Section 3(a) for the number of Shares being
purchased.


5.             Regulatory Requirements.


(a)           Hart-Scott-Rodino.  If any filing or notification becomes
necessary pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (the “HSR Act”), based upon the planned exercise of this
Warrant or any portion hereof, the Holder shall notify the Company of such
requirement, and the Holder and the Company shall file with the proper
authorities all forms and other documents necessary to be filed pursuant to the
HSR Act, as promptly as possible and shall cooperate with each other in
promptly producing such additional information as those authorities may
reasonably require to allow early termination of the notice period provided by
the HSR Act or as otherwise necessary to comply with requirements of the
Federal Trade Commission or the Department of Justice.  The Holder and the Company agree to cooperate
with each other in connection with such filings and notifications, and to keep
each other informed of the status of the proceedings and communications with
the relevant authorities.  Each of the
Holder and the Company shall pay its own filing fee in connection with any
filings required under the HSR Act as a result of the exercise of Warrants and
shall each bear its own expenses incurred in connection with any filing
required pursuant to the HSR Act.  Each
Holder by acceptance of this Warrant or any portion hereof agrees to comply
with the provisions of this Section 5(a).


(b)           Other
Regulatory Requirements.  If the
Holder  or,
upon the advice of counsel, the Company, determines that the exercise of this
Warrant would require prior notice to, or the consent or approval by, the
Federal Communications Commission or any other regulatory agency that is vested
with jurisdiction over the Company, the Holder  and the Company shall make all necessary
filings and notifications required, and shall have received all 



 5
 









 


required consents, approvals, orders or
otherwise, prior to effecting the exercise of this Warrant.  The Company  shall be
required to pay all filing fees in connection with such filings and
notifications.


6.             Representations and Warranties of the Company.  In connection with the transactions provided
for herein, the Company hereby represents and warrants to the Holder that:


(a)           Organization,
Good Standing, and Qualification. 
The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all requisite
corporate power and authority to carry on its business as now conducted.  The Company is duly qualified and is
authorized to transact business and is in good standing in each jurisdiction in
which the failure to so qualify would have a material adverse effect on its
business or properties.


(b)           Authorization.  All corporate action on the part of the
Company, its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Warrant by the Company, the
performance of all obligations of the Company hereunder, and the authorization,
issuance (or reservation for issuance), sale and delivery of the Shares
issuable hereunder has been taken, and this Warrant constitutes a valid and
legally binding obligation of the Company, enforceable in accordance with its
terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting
enforcement of creditors’ rights generally and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or
other equitable remedies.


(c)           Compliance
with Other Instruments.  The
authorization, execution and delivery of the Warrant will not constitute or
result in a material default or violation of any law or regulation applicable
to the Company or any material term or provision of the Company’s current
certificate of incorporation or bylaws, or any material agreement or instrument
by which it is bound or to which its properties or assets are subject.


(d)           Valid
Issuance of Common  Stock.  The Shares, when issued, sold, and delivered
in accordance with the terms of this Warrant for the consideration expressed
herein, will be duly authorized, validly issued, fully paid and nonassessable
and free from all preemptive rights, taxes, liens and charges with respect to
the issuance thereof.  Based in part upon
the representations and warranties of the Holder in this Warrant, the offer,
sale and issuance of this Warrant and the issuance of Shares upon exercise of
this Warrant, are and will be exempt from the registration requirements of any
applicable state and federal securities laws, and neither the Company nor any
authorized agent acting on its behalf will take any action hereafter that would
cause the loss of such exemption.


7.             Representations and Warranties of the Holder.  In connection with the transactions provided
for herein, the Holder hereby represents and warrants to the Company that:


(a)           Authorization.  The Holder has full power and authority to
enter into this Warrant, and this Warrant constitutes its valid and legally
binding obligation, enforceable in accordance with its terms except (i) as
limited by applicable bankruptcy, 



 6
 









 


insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors’ rights generally and
(ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies.


(b)           Accredited
Investor.  The Holder is an “accredited
investor” within the meaning of Rule 501 of Regulation D, as presently in
effect, as promulgated by the SEC.


(c)           Restricted
Securities.  The Holder understands
that the securities are characterized as “restricted securities” under the
federal securities laws inasmuch as they are being acquired from the Company in
a transaction not involving a public offering and that under such laws and
applicable regulations such securities may be resold without registration only
in certain limited circumstances.  In
this connection, the Holder represents that it is familiar with Rule 144, as
presently in effect, as promulgated by the SEC (“Rule 144”), and
understands the resale limitations imposed thereby and by the Act.


(d)           Legends.  It is understood that the Shares may bear the
following legend:


“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED.  THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT    UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION
IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH
ACT.  THESE SECURITIES ARE SUBJECT TO THE
TERMS OF AN INVESTOR RIGHTS AGREEMENT AMONG THE COMPANY, EGI-TRB, L.L.C. AND
GREATBANC TRUST COMPANY, SOLELY AS TRUSTEE OF THE TRIBUNE EMPLOYEE STOCK
OWNERSHIP TRUST WHICH FORMS PART OF THE TRIBUNE EMPLOYEE STOCK OWNERSHIP PLAN.”


8.             Adjustment of
Exercise Price and Number of Shares.  The number and kind of
Shares purchasable upon exercise of this Warrant and the Exercise Price shall
be subject to adjustment from time to time as follows:


(a)           Subdivisions,
Combinations and Other Issuances.  If
the Company shall at any time after the issuance but prior to the expiration of
this Warrant subdivide its Common Stock, by split-up or otherwise, or
combine its Common Stock, or issue additional shares of its Common Stock as a
dividend or distribution with respect to any shares of its Common Stock, the
number of Shares issuable on the exercise of this Warrant shall forthwith be
proportionately increased in the case of a subdivision or stock dividend or
distribution, or proportionately decreased in the case of a combination.  The Exercise Price in effect prior to such
subdivision, combination or issuance shall forthwith be proportionately
decreased in the case of a subdivision or stock dividend or distribution, or
proportionately increased in the case of a combination, but the aggregate
Exercise Price payable for the total number of Shares purchasable under this
Warrant (as adjusted) shall remain the same. 
Any adjustment under this 



 7
 









 


Section 8(a) shall become effective at
the close of business on the date the subdivision or combination becomes
effective, or as of the record date of such dividend, or in the event that no
record date is fixed, upon the making of such dividend.


(b)           Reclassification,
Reorganization and Consolidation.  In
the event of any corporate reclassification, capital reorganization,
consolidation, spin-off, merger, transfer of all or a substantial portion of
the Company’s properties or assets or any dissolution, liquidation or winding
up of the Company (other than as a result of a subdivision, combination,
dividend or distribution provided for in Section 8(a) above) (a “Corporate
Transaction”), then, as a condition of such event, provision shall be made,
and duly executed documents evidencing the same from the Company and any
surviving or acquiring person (the “Successor Company”) shall be
delivered to the Holder, so that the Holder shall have the right to receive
upon exercise of this Warrant the same number of shares of Common Stock and
amount of cash and other property that the Holder would have been entitled to
receive upon such Corporate Transaction had this Warrant been exercised
immediately prior to the effective time of such Corporate Transaction.  The Company shall provide that any Successor
Company in such Corporate Transaction shall enter into an agreement with the
Company confirming the Holder’s rights pursuant to this Warrant, assuming the
Company’s obligations under this Warrant, jointly and severally with the Company
if the Company shall survive such Corporate Transaction, and providing after
the date of such Corporate Transaction for adjustments, which shall be as
nearly equivalent as possible to the adjustments provided for in this Section
8.  The Company shall ensure that the
Holder is a beneficiary of such agreement and shall deliver a copy thereof to
the Holder.  The provisions of this Section
8(b) shall apply similarly to successive Corporate Transactions involving
any Successor Company.  In the event of a
Corporate Transaction in which consideration payable to holders of Common Stock
is payable solely in cash, then the Holder shall be entitled to receive in
exchange for this Warrant cash in an amount equal to the amount the Holder
would have received had the Holder exercised this Warrant immediately prior to
such Corporate Transaction, less the aggregate Exercise Price for this Warrant
then in effect.  In case of any Corporate
Transaction described in the immediately preceding sentence of this Section
8(b), the Company or any Successor Company, as the case may be, shall make
available any funds necessary to pay to the Holder the amount to which the
Holder is entitled as described above in the same manner and at the same time
as holders of Common Stock would be entitled to such funds.


(c)           Dividends
and Distributions.  In the event that
the Company at any time or from time to time declares, orders, pays or makes
any dividend or other distribution on the Common Stock, including, without
limitation, distributions of cash, evidence of its indebtedness, Options,
Convertible Securities, other securities or property or rights to subscribe for
or purchase any of the forgoing, and whether by way of dividend, spin-off,
reclassification, recapitalization, similar corporate reorganization or
otherwise, other than (x) a dividend or distribution payable in additional
shares of Common Stock that gives rise to an adjustment pursuant to Section
8(a) hereof, or (y) any dividend or distribution paid in cash out of
retained earnings of the Company to the ESOP only to the extent subsequently
paid to the Company to fund repayment of then-outstanding ESOP debt, then, and
in each such case, the Exercise Price of this Warrant shall be reduced to a
number determined by dividing the previously applicable Exercise Price by a
fraction (which must be greater than 1, otherwise no adjustment is to be made
pursuant to this Section 8(c)) (i) the numerator of which shall be the
Fair Market Value per share of Common Stock on the record date for such dividend
or other distribution, and (ii) the 



 8
 









 


denominator of which shall be the excess, if any, of (x) such Fair
Market Value per share of Common Stock, over (y) the sum of the amount of any
cash distribution per share of Common Stock plus the positive Fair Market
Value, if any, per share of Common Stock of any such evidences of indebtedness,
Options, Convertible Securities, other securities or property or rights to be
so distributed.  Such adjustments shall
be made whenever any such dividend or other distribution is made and shall
become effective as of the date of such distribution, retroactive to the record
date therefor.  For purposes of this
Warrant the term “Options” means rights, options or warrants to
subscribe for, purchase or otherwise acquire, directly or indirectly, shares of
Common Stock, including, without limitation, Convertible Securities.  “Convertible Securities” means any
evidences of indebtedness, shares of capital stock or any other securities
convertible into or exchangeable for, directly or indirectly, shares of Common
Stock.


(d)           Other
Events.  If any other similar event
occurs as to which the provisions of this Section 8 are not strictly
applicable or if strictly applicable would not fairly protect the purchase
rights of the Holder in accordance with such provisions, then the Board shall
make an adjustment in the number of Shares available under this Warrant, the
Exercise Price or the applicability of such provisions so as to protect such
purchase rights.  The adjustment shall be
such as will give the Holder upon exercise for the same aggregate Exercise
Price the total number of shares of Common Stock as the Holder would have owned
had this Warrant been exercised prior to the event and had the Holder continued
to hold such Common Stock until after the event requiring the adjustment, but
in no event shall any such adjustment have the effect of increasing or
decreasing the Exercise Price.


(e)           Minimum
Adjustment.  The adjustments required
by the preceding subsections of this Section 8 shall be made whenever
and as often as any specified event requiring an adjustment shall occur, except
that no adjustment of the Exercise Price or the number of Shares purchasable
upon exercise of this Warrant that would otherwise be required shall be made
unless and until such adjustment either by itself or with other adjustments not
previously made decreases the Exercise Price immediately prior to the making of
such adjustment by at least $0.01 or increases or decreases the number of
Shares purchasable upon exercise of this Warrant immediately prior to the
making of such adjustment by at least one Share.  Any adjustment representing a change of less
than such minimum amount shall be carried forward and made as soon as such adjustment,
together with other adjustments required by this Section 8 and not
previously made, would result in the requisite minimum adjustment.


(f)            Accountants’
Report as to Adjustments.  In the
case of any adjustment in the number of Shares purchasable upon exercise of
this Warrant or the Exercise Price, the Company, at its sole expense, shall
promptly (i) compute such adjustment in accordance with the terms of this
Warrant and, if the Holder so requests in writing from the Company within 30
days of receipt of such computations from the Company, cause independent
certified public accountants of recognized national standing to verify such
computation (other than any determination of the Fair Market Value), (ii)
prepare a report setting forth such adjustment and showing in reasonable detail
the method of calculation thereof and the facts upon which such adjustment is
based, including, without limitation, (A) the event or events giving rise to
such adjustment, (B) the number of shares of Common Stock outstanding or deemed
to be outstanding prior and subsequent to any such transaction, (C) the method
by which any such adjustment was calculated (including a description of the
basis on which the Board made any 



 9















 


determination of Fair
Market Value or fair market value required thereby) and (D) the number of
Shares purchasable upon exercise of this Warrant and the Exercise Price in
effect immediately prior to such event or events and as adjusted, (iii) mail a
copy of each such report to the Holder and, upon the request at any time of the
Holder, furnish to the Holder a like report setting forth the number of Shares
purchasable upon exercise of this Warrant and the Exercise Price at the time in
effect and showing in reasonable detail how they were calculated and (iv) keep
copies of all such reports available at the principal office of the Company for
inspection during normal business hours by the Holder or any prospective
purchaser of this Warrant designated by the Holder.


(g)           No
Dilution or Impairment.  The Company
shall not, by amendment of its certificate of incorporation or other
organizational document or through any sale or other issuance of securities,
capital reorganization, reclassification, recapitalization, consolidation,
merger, transfer of assets, dissolution, liquidation, winding-up, any similar
transaction or any other voluntary action, solely to avoid or solely to seek to
avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all terms
hereunder and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder against dilution or
other impairment in a manner that is consistent with the Company’s obligations
hereunder.  Without limiting the
generality of the foregoing, the Company (i) will not permit the par value of
any shares of Common Stock receivable upon the exercise of this Warrant to
exceed the Exercise Price and (ii) will take all such action as may be
necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable shares of Common Stock upon the exercise of
this Warrant by the Holder.  Without
limiting the generality of the foregoing, before taking any action that would
cause a reduction of the Exercise Price pursuant to Section 8 hereof
below the then par value (if any) of the Common Stock, the Company shall take
any and all corporate action (including, without limitation, a reduction in par
value) which shall be necessary to validly and legally issue fully paid and
nonassessable shares of Common Stock, as the case may be, at the Exercise Price
as so reduced.


(h)           Contest
and Appraisal Rights.  If the Holder
shall, in good faith, disagree with any determination by the Board of the Fair
Market Value made pursuant to this Warrant, and such disagreement is in respect
of securities not traded on a national securities exchange or quoted on an
automated quotation system or other property valued by the Board at more than
$10,000,000, then the Holder may by notice to the Company (an “Appraisal
Notice”), given within 30 days after notice to the Holder following such
determination, elect to contest such determination; provided, however,
that the Holder may not seek appraisal of any determination of Fair Market
Value to the extent based upon the determination of the ESOP Trustee or if the
Company has received a fairness opinion or other appraisal from an independent
nationally recognized investment bank or other qualified financial institution
acceptable to the Company and the Holder (the “Appraiser”) in connection
with the transaction giving rise to such determination.  Within 20 days after an Appraisal Notice, the
Company shall engage an Appraiser to make an independent determination of such
Fair Market Value (the “Appraiser’s Determination”), who shall deliver
to the Company and the Holder a report describing its methodology and results
in reasonable detail within 30 days of such engagement.  In arriving at its determination, the
Appraiser shall base any valuation of property on the fair market value of such
property assuming that such property was sold in an arm’s length transaction
between an



 10
 









 


informed and willing buyer and an informed and willing seller, under no
compulsion to buy or sell, taking into account all the relevant facts and
circumstances then prevailing.  The
Holder shall be afforded reasonable opportunities to discuss the appraisal with
the Appraiser.  The Appraiser’s Determination
shall be final and binding on the Company and the Holders, absent manifest
error.  The costs of conducting an
appraisal shall be borne by the Company.


(i)            Notice
of Corporate Action.  In the event
the Company proposes to:  (i) pay,
distribute, or take a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of capital stock or any other securities or
property, or (ii) consummate any capital reorganization, reclassification,
recapitalization, consolidation, merger, transfer of all or substantially all
of its assets, dissolution, liquidation or winding-up, or any similar transaction
then, at least 10 days prior to the earlier of any applicable record date or
such event, as the case may be, the Company shall mail to the Holder a notice
specifying:  (A) the date or expected
date on which any such payment or distribution is to be made or record is to be
taken and the amount and character of any such dividend, distribution or right,
(B) the date or expected date on which any such reorganization,
reclassification, recapitalization, consolidation, merger, transfer,
dissolution, liquidation, winding-up or similar transaction is to take effect
and any record date therefor, (C) the time as of which any holders of record of
shares of Common Stock and/or any other class of securities shall be entitled
to exchange their shares of Common Stock and/or other securities for the
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, consolidation, merger, transfer,
dissolution, liquidation, winding-up or similar transaction and a description in
reasonable detail of such transaction and (D) in each case, the expected effect
on the number of Shares purchasable upon exercise of this Warrant and the
Exercise Price of each such transaction or event.  The Company shall update any such notice to
reflect any change in the foregoing information.


9.             No Fractional
Shares.  No fractional
shares of Common Stock shall be issued in connection with any exercise
hereunder, but in lieu of such fractional shares the Company shall make a cash
payment therefor based on the Fair Market Value thereof.


10.          Other Antidilution
Provisions.  In the event
that the Company proposes to issue, sell, grant or assume any convertible or
exchangeable debt (including, without limitation, debt issued by any affiliate
of the Company convertible or exchangeable for shares of Common Stock) or
equity securities which, in the aggregate, provide for greater or more
favorable antidilution protection than the antidilution protection provided for
in Section 8 hereof, then the Company shall give the Holder 30 business
days’ prior written notice of its intention to do so and offer the Holder the
right to participate in such issuance, sale, grant or assumption on the same
terms and conditions as proposed and to purchase a percentage of the aggregate
amount of such convertible or exchangeable debt or aggregate number of such
equity securities (or aggregate number of units, in the event that the
convertible or exchangeable debt or equity securities are proposed to be
issued, sold, granted or assumed together with other securities of the Company)
proposed to be issued, sold, granted or assumed equal to a percentage
determined by dividing (a) the total number of shares of Common Stock issuable
upon exercise of this Warrant or any portion hereof then held by the Holder,
its affiliates or permitted transferees by (b) the total number of outstanding
shares of Common Stock on a fully diluted basis before



 11
 









 


giving effect to
any such proposed transaction.  The
Holder shall notify the Company of its intention to participate in such
transaction within 15 business days of receipt of written notice from the
Company.  For the avoidance of doubt, a
different exercise price or trigger price for the application of such rights
(including any such price based on fair market value) shall not by itself be
considered more favorable.


11.           No
Stockholder Rights.  Prior to exercise of this Warrant,
the Holder shall not be entitled to any rights of a stockholder with respect to
the Shares, including (without limitation) the right to vote such Shares,
receive dividends or other distributions thereon, exercise preemptive rights or
be notified of stockholder meetings, and, except as otherwise provided in this
Warrant, such Holder shall not be entitled to any stockholder notice or other
communication concerning the business or affairs of the Company.


12.           Transfer
of Warrant.  Subject to
compliance with applicable federal and state securities laws and any other
contractual restrictions between the Company and the Holder contained herein and
in the Investor Rights Agreement, this Warrant and all rights hereunder are
transferable, in whole or in part, by the Holder to any Permitted Transferee
upon written notice to the Company. 
Within a reasonable time after the Company’s receipt of (x) an executed
Assignment Form in the form attached hereto, (y) the written opinion of counsel
to the Holder in form and substance reasonably satisfactory to the Company that
the transferee of the Warrant will be an eligible S corporation holder and
(z) the execution by the Permitted Transferee of a Joinder to the Investor
Rights Agreement in form and substance reasonably satisfactory to the Company,
the transfer shall be recorded on the books of the Company upon the surrender
of this Warrant, properly endorsed, to the Company at its principal offices,
and the payment to the Company of all transfer taxes and other governmental
charges imposed on such transfer. In the event of a partial transfer, the
Company shall issue to the new holders one or more appropriate new
warrants.  The Company will at no time
close its transfer books against the transfer of this Warrant or of any Shares
issued or issuable upon the exercise of this Warrant in any manner which
interferes with the timely exercise of this Warrant.  For purposes of this Section 12, “Permitted
Transferee” shall mean any direct or indirect affiliate of the Holder,
Equity Group Investments, L.L.C. or Samuel Zell; any direct or indirect member
of the Holder and any direct or indirect affiliate thereof; any senior employee
of Equity Group Investments, L.L.C. and any direct or indirect affiliate
thereof; and Samuel Zell and his spouse, lineal ancestors and descendants
(whether natural or adopted), any trust or retirement account primarily for the
benefit of Samuel Zell and/or his spouse, lineal ancestors and descendants and
any private foundation formed by Samuel Zell.


13.           Governing
Law.  This Warrant shall
be governed by and construed in accordance with the laws of the State of
Delaware, without giving effect to any choice or conflict of law provision or
rule (whether of the State of Delaware or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of
Delaware.


14.           Successors
and Assigns.  The terms
and provisions of this Warrant shall inure to the benefit of, and be binding
upon, the Company and the holders hereof and their respective successors and
assigns.  This Warrant shall be binding
upon any corporation or other entity succeeding the Company by merger, consolidation
or acquisition of all or substantially all



 12
 









 


of the Company’s
assets.  All of the obligations of the
Company relating to the Shares issuable upon the exercise of this Warrant shall
survive the exercise and termination of this Warrant.


15.           Headings.  Headings of the Sections of this Warrant are
for convenience of the parties only and shall be given no substantive or
interpretive effect whatsoever.


16.           Notices.  Any notice required to be given hereunder
shall be sufficient if in writing, and sent by facsimile transmission (provided
that any notice received by facsimile transmission or otherwise at the
addressee’s location on any business day after 5:00 p.m. (addressee’s local
time) shall be deemed to have been received at 9:00 a.m. (addressee’s local
time) on the next business day), by reliable overnight delivery service (with
proof of service), hand delivery or certified or registered mail (return
receipt requested and first-class postage prepaid), addressed as follows:


 


	
  To the Company:

  	
   

  
	
   

  	
   

  
	
   

  	
  Tribune Company

  
	
   

  	
  435 North Michigan Avenue

  
	
   

  	
  Chicago, IL 60611

  
	
   

  	
  Attn: c/o Crane H. Kenney

  
	
   

  	
  Senior Vice President, General Counsel &
  Secretary

  
	
   

  	
  Tel: (312) 222-2491

  
	
   

  	
  Fax: (312) 222-4206

  
	
   

  	
   

  
	
  with copies to:

  	
   

  
	
   

  	
  Wachtell, Lipton, Rosen & Katz

  
	
   

  	
  51 West 52nd Street

  
	
   

  	
  New York, NY 10019

  
	
   

  	
  Attn: Steven A. Rosenblum and Peter E. Devine

  
	
   

  	
  Tel: (212) 403-1221 and (212) 403-1179

  
	
   

  	
  Fax: (212) 403-1179

  
	
   

  	
   

  
	
  To the Holder:

  	
   

  
	
   

  	
   

  
	
   

  	
  EGI-TRB, L.L.C.

  
	
   

  	
  c/o Equity Group Investments, L.L.C.

  
	
   

  	
  Two North Riverside Plaza, Suite 600

  
	
   

  	
  Chicago, IL 60606

  
	
   

  	
  Attn: Joseph M. Paolucci and Marc D. Hauser

  
	
   

  	
  Tel: (312) 466-3885 and (312) 466-3281

  
	
   

  	
  Fax: (312) 454-0335

  



 



 13
 









 


	
  

  	
   

  
	
  with copies to:

  	
   

  
	
   

  	
   

  
	
   

  	
  Jenner & Block LLP

  
	
   

  	
  330 N. Wabash Ave.

  
	
   

  	
  Chicago, IL 60611

  
	
   

  	
  Attn: Joseph P. Gromacki

  
	
   

  	
  Tel: (312) 923-2637

  
	
   

  	
  Fax: (312) 923-2737

  



 


17.          Entire Agreement;
Amendments and Waivers.  This Warrant and the documents
delivered pursuant hereto constitute the entire agreement, and supersede all
other prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof.  Any provision of this Warrant may be amended
or waived if, and only if, such amendment or waiver is in writing and signed.


18.          Severability.  Any
term or provision of this Warrant which is invalid or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Warrant in any other
jurisdiction.  If any provision of this
Warrant is so broad as to be unenforceable, such provision shall be interpreted
to be only so broad as is enforceable.


19.          Reservation of Shares.  The Company covenants and agrees that during
the period within which the rights represented by this Warrant may be
exercised, the Company will at all times have authorized and reserved, for the
purpose of issue or transfer upon exercise of the subscription rights evidenced
by this Warrant, a sufficient number of shares of authorized but unissued
Common Stock, or other securities and property, when and as required to provide
for the exercise of the rights represented by this Warrant.  The Company will take all such action as may
be necessary to assure that such Shares may be validly issued as provided
herein without violation of any applicable law or regulation or of any
requirements of any domestic securities exchange upon which the Shares may be
listed.


20.          Issue Tax.  The issuance of certificates for Shares upon
the exercise of this Warrant shall be made without charge to the Holder of this
Warrant for any issue tax in respect thereof; provided, however,
that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the then Holder of this Warrant being
exercised.


21.          Remedies.  The Company stipulates that the remedies at
law of the Holder in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any terms hereof or
otherwise.  No failure or delay on the
part of the Holder in exercising any right, power or remedy hereunder shall
operate as a suspension or waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any



 14
 









 


other right, power
or remedy hereunder.  The remedies herein
provided are in addition to and not exclusive of any other remedies provided at
law or in equity.


22.          Lost Warrants or Stock
Certificates.  Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction, or mutilation of any Warrant or stock certificate representing any
Shares issued hereunder and, in the case of any such loss, theft or
destruction, upon receipt of an indemnity reasonably satisfactory to the
Company, or in the case of any such mutilation upon surrender and cancellation
of such Warrant or stock certificate, the Company at its expense will make and
deliver a new Warrant or stock certificate, of like tenor, in lieu of the lost,
stolen, destroyed or mutilated Warrant or stock certificate.


[Signature Page
Follows]



 15
















 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed in its corporate name by its
duly authorized officer and to be dated as of the date first set forth above.


	
  

  	
  TRIBUNE
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EGI-TRB,
  L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature
Page to Warrant Agreement













 


NOTICE
OF EXERCISE


TRIBUNE COMPANY

Attention:  Corporate Secretary


The undersigned hereby elects to purchase, pursuant to the provisions
of the Warrant, as follows:


                                                         
shares of Common Stock pursuant to the terms of the attached Warrant, and
tenders herewith payment in cash of the Exercise Price of such Shares in full,
together with all applicable transfer taxes, if any.


                                    Net
Exercise the attached Warrant with respect to
              
Shares.


HOLDER:


	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name in which shares should be registered:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 













 


ASSIGNMENT FORM


(To assign the
foregoing Warrant, execute this form and supply required information.  Do not use this form to purchase shares.)


FOR VALUE RECEIVED,
the foregoing Warrant and all rights evidenced thereby are hereby assigned to


	
  Name:

  	
   

  
	
   

  	
  (Please Print)

  
	
   

  	
   

  
	
  Address:

  	
   

  
	
   

  	
  (Please Print)

  
	
   

  	
   

  
	
  Dated: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Holder’s

  	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Holder’s

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
				



 


NOTE:  The signature to this Assignment Form must
correspond with the name as it appears on the face of the Warrant.  Officers of corporations and those acting in
a fiduciary or other representative capacity should provide proper evidence of
authority to assign the foregoing Warrant.