Exhibit
10.7


[EXECUTION COPY]


ESOP LOAN
AGREEMENT


THIS ESOP LOAN AGREEMENT
is dated as of April 1, 2007 by and between TRIBUNE
COMPANY, a Delaware corporation (the “Company”), and GREATBANC TRUST COMPANY (“GreatBanc”), not in its
individual or corporate capacity, but solely as trustee (the “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”).


W I T N E S S E T H:


WHEREAS, the Company sponsors the Plan and Trust,
GreatBanc serves as Trustee of the Trust and the Trust is acquiring from the
Company shares of its common stock, $.01
par value per share (the “Shares” as more fully described in an “ESOP Purchase
Agreement” of even date by and between the Trustee (on behalf of the Trust) and
the Company); and


WHEREAS, to implement the terms of the ESOP Purchase
Agreement and to enable the Trust to purchase the Shares, the Company has
agreed to extend credit to the Trust on the terms and conditions set forth herein.


NOW, THEREFORE, for and in consideration of the
premises and the covenants hereinafter contained, the Company and the Trust
hereby agree as follows:


ARTICLE 1

DEFINITIONS


The following words and phrases shall have the
following meanings:


1.1           “Agreement” means this ESOP
Loan Agreement and any amendments and supplements hereto.


1.2           “Closing” or “Closing Date”
shall mean the date of the closing of the purchase of the Shares under the ESOP
Purchase Agreement.


1.3           “Code” means the Internal
Revenue Code of 1986, as amended, and any successor provisions thereto.


1.4           “ERISA” means the Employee
Retirement Income Security Act of 1974, as supplemented and amended.


1.5           “ESOP” means the Plan and
Trust collectively.


1.6           “ESOP Loan Documents” means
this Agreement, the ESOP Note, the ESOP Pledge Agreement and the other
documents and certificates delivered pursuant to the terms thereof.


1.7           “ESOP Note” means the
promissory note of even date herewith, executed on behalf of the Trust and
payable to the Company in the amount of $250,000,000.00.













1.8           “IRS” means the Internal
Revenue Service.


1.9           “Loan Proceeds” means the
$250,000,000.00 extension of credit made by the Company pursuant to this
Agreement and the ESOP Note.


1.10         “Merger” means the merger of a
corporation formed by the ESOP (the “Initial ESOP Entity”) with and into the
Company, with the Company being the surviving entity and the merger occurring
pursuant to a merger agreement executed by the ESOP, the Initial ESOP Entity,
the Company and EGI-TRB, L.L.C.


1.11         “Pledge Agreement” means the
agreement of even date herewith between the Company and the Trust pursuant to
which the Shares have been pledged to the Company as security for the ESOP
Note.


1.12         “Shares” mean the shares of
Tribune Company common stock, par value $.01 per share, acquired by the Trust
under the ESOP Purchase Agreement and any shares of stock into which such share
are converted by merger or similar action.


1.13         “Trust Agreement” means the
agreement dated as of even date between the Company and GreatBanc pursuant to
which the Trust was established.


ARTICLE 2

LOAN


2.1           Amount of Loan. The Company
agrees, upon the terms and conditions contained in this Agreement, to provide
an extension of credit to the Trust in the principal amount of $250,000,000.00.


2.2           Use of Loan Proceeds. The Loan
Proceeds shall be used by the Trust to acquire the Shares and for no other
purpose.


2.3           ESOP Note. To evidence its
obligation in connection with the Loan Proceeds, the Trustee will duly execute
and deliver the ESOP Note.


2.4           Payment of ESOP Note. The
principal amount of the ESOP Note and accrued interest thereon shall be paid by
the Trust to the Company as set forth in the ESOP Note.


2.5           Prepayments. The Trust may
prepay the principal amount of the ESOP Note, in whole or in part, at any time
or from time to time, without penalty or premium. Concurrently with any
prepayment, the Trust shall pay all interest accrued to the date of prepayment.
Any prepayment of the ESOP Note should be applied to installments of principal
in order of their due date so that the first installment scheduled to be paid
shall be the first installment satisfied by the prepayment.



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ARTICLE 3

REPRESENTATIONS AND WARRANTIES

OF THE TRUSTEE


The Trustee, on behalf of the Trust, hereby represents
and warrants to, and agrees with the Company as follows:


3.1           Necessary Authority. Assuming
the accuracy of the representations of the Company set forth in Article 4.3,
the Trustee has full power and authority under the Trust Agreement to execute
and deliver the ESOP Loan Documents and to consummate the transactions
contemplated thereby. The ESOP Loan Documents have been duly authorized,
executed and delivered by the Trustee on behalf of the Trust and, assuming the
due authorization, execution and delivery by the other parties thereto,
constitute the legal, valid and binding obligations of the Trust, enforceable
against the Trust in accordance with their respective terms, except as the same
may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization
or other laws affecting the enforcement of creditors’ rights generally now or
hereafter in effect, and subject to the availability of equitable remedies.


3.2           No Conflicts. The execution,
delivery and performance of the ESOP Loan Documents by the Trustee on behalf of
the Trust and the consummation of the transactions contemplated therein do not
and will not constitute or result in the breach of any provision of, or
constitute a default under, the ESOP or any agreement, indenture or other
instrument known to the Trustee or to which the Trust is a party or by which it
or its assets may be bound.


ARTICLE 4

REPRESENTATIONS AND WARRANTIES  

OF THE COMPANY


The Company hereby represents and warrants to, and
agrees with the Trustee and the Trust as follows:


4.1           Necessary Authority. The
Company has all requisite power and authority to enter into, deliver and
perform this Agreement and the Pledge Agreement and to consummate the
transactions contemplated therein. The execution, delivery and performance of
this Agreement and the Pledge Agreement and the consummation of the
transactions contemplated therein have been duly authorized by all necessary
action on the part of the Company. Assuming the due authorization, execution
and delivery by the other parties thereto, this Agreement and the Pledge
Agreement have been duly executed and delivered by the Company and constitute
its valid and legally binding obligations, enforceable against the Company in
accordance with their respective terms, except as the same may be limited by bankruptcy,
insolvency, reorganization or other laws affecting the enforcement of creditors’
rights generally now or hereafter in effect, and subject to the availability of
equitable remedies.



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4.2           No Conflicts. The execution,
delivery and performance of this Agreement and the Pledge Agreement by the
Company, and its consummation of the transactions contemplated therein, do not
and will not (i) require the consent, approval, authorization, order, filing,
registration or qualification of or with any court, governmental authority or
third person, (ii) conflict with or result in any violation of or default under
any provision of the Certificate of Incorporation or By-laws of the Company or
of any mortgage, indenture, lease, agreement or other instrument, permit,
concession, grant, franchise or license to which the Company is a party or by
which it or its properties are bound, (iii) violate any law, ordinance, rule,
regulation, judgment, order or decree applicable to the Company, or (iv) result
in the creation of any security interest, claim, lien, charge or encumbrance
upon the Shares other than the lien of the Pledge Agreement.


4.3           ESOP Matters. The Company has
duly adopted the ESOP and has validly appointed the Trustee pursuant to the
terms of the ESOP.


ARTICLE 5

POST CLOSING COVENANTS OF THE COMPANY


The Company hereby covenants with the Trustee and the
Trust that after the Closing:


5.1           Maintenance of Company. The
Company will take all actions within its power to preserve its existence.


5.2           Maintenance of ESOP. Subject
to the right of the Company to amend or terminate the ESOP in accordance with
the terms of the ESOP, the Company will take all actions within its power to
preserve the existence of the ESOP and of the Trust and to maintain their
tax-qualified status under Sections 401(a) and 501(a), respectively, of the
Code. The Company shall administer, or cause to be administered, the ESOP in
material compliance with (a) the Code and ERISA, as applicable to the ESOP and
this Agreement, and (b) all other laws and regulations applicable to the ESOP
and the Trust.


5.3           Contributions to the ESOP.
Unless the ESOP is terminated or, following the Merger, all or substantially
all the Company’s assets or the Shares are sold or otherwise transferred, the
Company shall make contributions to the ESOP and/or declare and pay
dividends/distributions on the Shares held by the ESOP in amounts which are
sufficient to enable the Trustee to pay all interest and principal, when due,
on the ESOP Loan.


ARTICLE 6

EVENTS OF DEFAULT AND THEIR EFFECT


6.1           Events of Default; Effect. The
occurrence of either of the following events shall constitute an Event of
Default hereunder:


(a)           The Trustee shall fail to make any
payment or prepayment of the principal of the ESOP Note within ten (10) days
after the same becomes due and payable; or



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(b)           The Trustee shall fail to pay any
interest on the ESOP Note within ten (10) days after the same becomes due and
payable.


Upon the occurrence of an
Event of Default, the Company shall, if it is in compliance with the terms and
conditions of this Agreement, be entitled to exercise all rights and remedies
available to a creditor at law or in equity and to recover from the Trust
dividends/distributions paid to it by the Company and held by the Trustee and
those cash contributions made by the Company to the Trust to enable it to meet
its obligations hereunder and under the ESOP Note, but which contributions and
dividends/distributions have not been so applied by the Trust. Except as to a
termination of the Plan or a sale or other transfer of all or substantially all
the Shares or the Company’s assets, in no event shall an Event of Default be
deemed to have occurred if the Company has not made the contributions and/or
dividends/distributions to the Trust as required by Section 5.2 of this
Agreement.


Notwithstanding any other provision of any of the ESOP
Loan Documents, in no event shall there be an acceleration of payments or
prepayments not yet due and payable under the terms of the ESOP Note, nor shall
any recovery by the Company as a result of an Event of Default hereunder exceed
the dollar amount of the default in question. For purposes of this Section
6.1, the dollar amount of a default shall be equal to the difference
between (i) the amount paid to the Company by the Trust at the time a payment
of principal and interest is due and payable on the ESOP Note and (ii) the
aggregate amount of principal and accrued interest which was actually due and
payable on the ESOP Note as of such time.


6.2           Pledge Agreement. In addition
to the rights and remedies provided in Section 6.1 hereof, the Company
shall have all of the rights and remedies afforded under the terms of the
Pledge Agreement.


6.3           ESOP
Termination. In the event the ESOP is terminated, Shares held in the
suspense account having a value equal to the amount of any unpaid principal
remaining on the ESOP Note shall be delivered to the Company in repayment of
the ESOP Note. In the event that the value of the Shares then held in the
suspense account is less than the unpaid principal remaining on the ESOP Note,
any unpaid principal and interest so remaining shall be forgiven. For purposes
of this Section 6.3, the value of the Shares on the date they are
delivered to the Company shall be determined by the independent financial advisor
to the Trust in a manner consistent with the valuation methodology used by such
financial advisor in its periodic Share valuation updates.


6.4           Sale
of Shares or the Company’s Assets. In the event of a sale or other transfer
of all or substantially all of either the Shares or the Company’s assets,
proceeds from the sale payable on the Shares held in the suspense account
having a value equal to the remaining unpaid principal on the ESOP Note shall
be transferred to the Company in repayment of the ESOP Note. In the event that
the aggregate proceeds payable on the Shares held in the suspense account at
such time shall be less than the unpaid principal remaining on the ESOP Note,
any unpaid principal so remaining together with any unpaid interest shall be
forgiven. For purposes of this Section 6.4, the value of the Shares as
of the 



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date they are transferred
to the Company shall equal the proceeds of the sale payable on the Shares.


ARTICLE 7

MISCELLANEOUS


7.1           Execution of Counterparts. For
the convenience of the parties, this Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.


7.2           Notices. All notices which are
required or may be given pursuant to the terms of this Agreement shall be in
writing and shall be sufficient in all respects if delivered personally or by
registered or certified mail, postage prepaid, as follows:


If 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


Copies to:


McDermott Will & Emery LLP

227 West Monroe Street

Chicago, IL 60606

Attn:       Paul Compernolle and William
W. Merten

Tel:         (312) 984-7647

Fax:         (312) 984-7700


If to the Trust to:


GreatBanc Trust Company

1301 W. 22nd Street

Suite 702

Oak Brook, IL 60523

Attn:       Marilyn Marchetti and Danielle
Montesano

Tel:         (630) 572-5121 and (630)
572-5120

Fax:         (630) 571-0599


Copies to:


K&L Gates

Henry W. Oliver Building





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535 Smithfield Street

Pittsburgh, PA 15222-2312

Attn:       Charles R. Smith

Tel:         (412) 355-6536

Fax:         (412) 355-6501


or to such other address
as shall be furnished in like manner by any party to the others. Any such
notice shall be deemed to have been given, received and become effective for
all purposes at the time it shall have been (i) delivered to the addresses as
indicated by the return receipt (if transmitted by mail) or the affidavit of
the messenger (if transmitted by personal delivery), or (ii) presented for
delivery to the addressee as so indicated during normal business hours, if such
delivery shall have been refused for any reason.


7.3           Assignment, Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. No party shall assign any
of its rights or obligations hereunder without the prior written consent of the
other parties, except that the Trustee may assign its rights and obligations hereunder
without consent to any successor trustee of the Trust.


7.4           Applicable Laws. This
Agreement has been negotiated, executed and delivered in Illinois and shall be
construed and governed by the internal laws, and not the laws of conflicts, of
the State of Illinois applicable to agreements made and to be performed in
Illinois.


7.5           Survival of Representations and
Warranties. All representations and warranties made by the parties herein
shall survive the Closing.


7.6           Headings. The headings in the
sections of this Agreement are inserted for convenience only and shall not
constitute a part hereof or affect the meaning or interpretation hereof.


7.7           Waiver, Discharge, etc. This
Agreement may not be released, discharged or modified except by an instrument
in writing signed on behalf of each of the parties hereto. The failure of a
party to enforce any provision of this Agreement shall not be deemed a waiver
by such party of any other provision or subsequent breach of the same or any
other obligation hereunder.


7.8           Action Taken as Trustee.
GreatBanc has executed and delivered the ESOP Loan Documents, not in its
individual or corporate capacity, but solely as Trustee of the Trust. The
performance of the ESOP Loan Documents by the Trustee and any and all duties,
obligations and liabilities of the Trustee hereunder will be effected by
GreatBanc only as Trustee. GreatBanc does not undertake nor shall it have any
individual or corporate liability or obligation of any nature whatsoever by
virtue of the execution and delivery of the ESOP Loan Documents or the
representations, covenants or warranties contained herein.


7.9           Exempt Loan. The extension of
credit to the Trust hereunder is intended to be an “exempt loan” within the
meaning of Section 4975(d)(3) of the Code and Section 



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408(b)(3) of ERISA.
Accordingly, repayment of principal and interest thereon is restricted, and,
except as otherwise allowed by said Sections 4975(d)(3) and 408(b)(3), shall be
made only from (i) employer contributions made to the Trust to repay the loan
and earnings attributable to the investment of such contributions, (ii) any
dividends, earnings or distributions on the Shares held by the Trust, and (iii)
the proceeds of a sale of the unallocated shares held in a suspense account,
solely to the extent provided in Section 6.4 or as provided in Section
6.1 or the Pledge Agreement in the case of a current and continuing Event
of Default. Except as provided in Section  6.4, to the extent that
there is not a continuing Event of Default under Section 6.1 or the
Pledge Agreement, the proceeds of such a sale shall not be used to repay the
ESOP Note or any interest thereon. Except to the extent permitted by the Pledge
Agreement, the Company shall have no recourse whatsoever to any other assets of
the Trust for repayment. Wherever possible each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under the
provisions of Section 4975(d)(3) of the Code and Section 408(b)(3) of ERISA and
the regulations issued thereunder, but if any provision of this Agreement 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 Agreement.


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


	
  

  	
  TRIBUNE COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis J. FitzSimons

  
	
   

  	
  Name:

  	
  Dennis J. FitzSimons

  
	
   

  	
  Title:

  	
  Chairman, President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  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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