Exhibit
4.2


[EXECUTION COPY]


REGISTRATION
RIGHTS AGREEMENT


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is made and entered into as of April 1, 2007  between
Chandler Trust No. 1 (“Trust 1”), Chandler Trust No. 2 (“Trust 2” and
collectively with Trust 1, the “Chandler Trusts” and together with any
Permitted Transferee, the “Stockholders”), and Tribune Company, a
Delaware corporation (the “Company”).


WHEREAS, concurrently herewith, GreatBanc Trust
Company, not in its individual or corporate capacity, but solely as trustee
(the “ESOP Fiduciary”) of the Tribune Employee Stock Ownership Trust,
which forms a part of the Tribune Employee Stock Ownership Plan (the “ESOP”),
TESOP Corporation, a Delaware corporation and wholly owned subsidiary of the
ESOP (“Merger Sub”), and the Company have entered into an Agreement and
Plan of Merger (as amended from time to time, the “Merger Agreement”)
pursuant to which the ESOP will acquire the Company by merging Merger Sub with
and into the Company (the “Merger”), with the Company surviving the
Merger as the surviving corporation (the “Surviving Corporation”); and


WHEREAS, concurrently herewith, the Company has
entered into a Voting Agreement (the “Voting Agreement”) with the
Chandler Trusts, pursuant to which the Chandler Trusts have agreed, subject to
the terms and conditions thereof, to vote in favor of the Merger Agreement and
the Merger.


NOW, THEREFORE, the Company agrees with the
Stockholders, for their benefit as holders of the Company’s Common Stock
(as defined herein), and the Stockholders agree with the Company, as follows:


SECTION 1.           Definitions.  In
addition to the terms that are defined elsewhere in this Agreement, the
following terms shall have the following meanings:


“Agreement” has the meaning specified in the
first paragraph of this Agreement.


“Business Day” means each Monday, Tuesday,
Wednesday, Thursday and Friday that is not a day on which banking institutions
in The City of Chicago are authorized or obligated by law or executive order to
close.


“Chandler Trusts” has the meaning specified in
the first paragraph of this Agreement.


“Common Stock” means any of the common stock,
par value $0.01 per share, of the Company.


“Company” has the meaning specified in the
first paragraph of this Agreement.


“Deferral Notice” has the meaning specified in
Section 3(g).


“Deferral Period” has the meaning specified in
Section 3(g).













“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder.


“Form S-3” means such form under the Securities
Act as is in effect on the date hereof or any successor registration form under
the Securities Act subsequently adopted by the SEC which permits inclusion or
incorporation of substantial information by reference to other documents filed
by the Company with the SEC.


“Issuer Free Writing
Prospectus” has the meaning specified in Section 2(d).


“Material Event” has the meaning specified in
Section 3(g).


“Permitted Transferee” means (i) any person to
whom Registrable Securities are transferred in connection with a derivative or
hedging transaction and (ii) any trust to which Registrable Securities are
transferred and which has the same trustees as the Chandler Trusts.


“Person” shall mean any individual,
corporation, partnership, joint venture, association, joint-stock company,
limited liability company, trust, unincorporated organization or government or
other agency or political subdivision thereof.


“Prospectus” means the prospectus included in
any Registration Statement, as amended or supplemented by all amendments and
prospectus supplements, including post-effective amendments, and all
materials incorporated by reference or explicitly deemed to be incorporated by
reference in such Prospectus.


“Registrable Securities”  means
(1) any shares of Common Stock held by the Stockholders as of the date hereof,
(2) any shares of Common Stock of the Company issued as (or issuable upon the
conversion or exercise of any warrant, right or other security which is issued
as) a dividend or other distribution with respect to, or in exchange for or in
replacement of, any shares of Common Stock owned by the Stockholders, and (3)
any shares of Common Stock owned, held, borrowed or sold by underwriters or
counterparties in connection with derivative or hedging transactions with
respect to any shares of Common Stock held by the Stockholders.  As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities on the earliest of the
date on which such securities: (i) have been effectively registered under the
Securities Act and disposed of in accordance with a Registration Statement;
(ii) have been sold to the public pursuant to Rule 144 or may be sold or
transferred pursuant to Rule l44(k) (or any similar provision then in force,
but not Rule 144A) under the Securities Act; or (iii) cease to be outstanding
(whether as a result of redemption, repurchase and cancellation, conversion or
otherwise).


“Registration Statement” means any registration
statement of the Company that covers any of the Registrable Securities pursuant
to the provisions of this Agreement, including the Prospectus, amendments and
supplements to such registration statement, including post-effective
amendments, all exhibits, and all materials incorporated by reference or
explicitly deemed to be incorporated by reference in such registration
statement.



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“Rule 144” means Rule 144 under the Securities
Act, as such Rule may be amended from time to time, or any similar or successor
rule or regulation hereafter adopted by the SEC having substantially the same
effect as such Rule.


“SEC” means the United States Securities and
Exchange Commission and any successor agency.


“Securities Act” means the Securities Act of
1933, as amended, and the rules and regulations promulgated by the SEC
thereunder.


“Stockholders” has the meaning specified in the
first paragraph of this Agreement.


“Stockholder Indemnified Person” has the
meaning specified in Section 6(a).


“Trust 1” has the meaning specified in the
first paragraph of this Agreement.


“Trust 2” has the meaning specified in the
first paragraph of this Agreement.


SECTION 2.           Form S-3 Registration.


(a)           Shelf
Registration.  The
Company shall, immediately following the commencement of the Offer (as defined
in the Merger Agreement), (i) effect an automatic shelf Registration Statement
on Form S-3 pursuant to Section 415 of the Securities Act and any related
qualification or compliance with respect to all of the Registrable Securities
owned by the Stockholders, or (ii) file a post-effective amendment to the
Company’s outstanding effective Form S-3 Registration Statement covering all or
a portion of the Registrable Securities; provided
that the Stockholders agree not to sell, offer for sale or otherwise directly
or indirectly act as a distribution participant (as defined in Regulation M
under the Exchange Act (“Regulation M”)) with respect to any Registrable
Securities pursuant to such Registration Statement prior to the consummation or
termination of the Offer unless outside counsel to the Company and outside
counsel to the Chandler Trusts reasonably mutually agree that such actions by
the Stockholders would not cause the Offer or purchases of shares of Common
Stock by the Company pursuant to the Offer to violate Regulation M.  The Company shall cause such Registration
Statement, or an amendment or replacement thereto, to remain effective until
the earliest of (1) each Closing, as defined in (A) that certain Put/Call
Letter Agreement with respect to TMCT, LLC, dated as of September 21, 2006, by
and among the Company, the Stockholders and the other parties named therein and
(B) that certain Put/Call Letter Agreement with respect to TMCT II, LLC, dated
as of September 21, 2006, by and among the Company, the Stockholders and the
other parties named therein, shall have occurred, (2) November 22, 2007 or (3)
the Effective Time (as defined in the Merger Agreement).


(b)           Plan
and Method of Distribution.  The
Stockholders shall have the right to determine the plan and method of
distribution for the Registrable Securities to be reflected in the shelf
Registration Statement, which plan and method shall comply with all applicable
laws, and the Stockholders shall provide the Company with all necessary
information with respect thereto for inclusion in such Registration
Statement.  If the plan or method of
distribution for any 



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Registrable Securities is to be an underwritten
offering, the selection of the underwriters shall be subject to the Company’s
reasonable approval.


(c)           Suspension.  The Company may suspend for a period of no more than 90 days in any 12-month period,
effectiveness or use of such Registration Statement (and the Stockholders agree
not to offer or sell any Registrable Securities pursuant to such Registration
Statement during such deferral or suspension), pursuant to this Section 2(c) or
clause (C) of Section 3(g), if the Company determines in good faith that the
sale of Registrable Securities pursuant to such Registration Statement might
(A) interfere with or adversely affect the negotiation or completion of
any material transaction or other Material Event that is being contemplated by
the Company or (B) involve initial or continuing disclosure obligations
relating to a Material Event, the disclosure of
which would, in the reasonable judgment of the Company, be materially adverse
to its interests.


(d) Issuer Free-Writing Prospectuses.  The Company represents and agrees that,
unless it obtains the prior consent of the Stockholders or the approval of the
counsel for the Stockholders, and the Stockholders represent and agree that,
unless they obtain the prior consent of the Company, it will not make any offer
relating to the Registrable Securities that would constitute an “issuer free
writing prospectus,” as defined in Rule 433 under the Securities Act (an “Issuer Free Writing Prospectus”), or that would
otherwise constitute a “free writing prospectus,” as defined in Rule 405 under
the Securities Act, required to be filed with the SEC.  The Company represents that any Issuer Free
Writing Prospectus will not include any information that conflicts with the
information contained in a Registration Statement or Prospectus and that any
Issuer Free Writing Prospectus, when taken together with the information in the
Registration Statement and the Prospectus, will not include any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.


SECTION 3.           Registration Procedures. 
The Company shall:


(a)   Before
filing any Prospectus or any amendments or supplements to the Registration
Statement with the SEC, furnish to the Stockholders copies of all such
documents proposed to be filed and use reasonable efforts to reflect in each
such document when so filed with the SEC such comments as the Stockholders
reasonably shall propose within three (3) Business Days of the delivery of such
copies to the Stockholders.


(b)   As
promptly as reasonably practicable (i) give notice to the Stockholders of
the effectiveness of the Registration Statement filed hereunder and, prepare
and file with the SEC such amendments and supplements to such Registration
Statement and the Prospectus used in connection therewith as may be necessary
to keep such Registration Statement effective for the period described in
Section 2(a) above (or until the distribution described in the Registration
Statement has been completed or such lesser period of time as the Company or
the Stockholders may be required under the Securities Act to deliver a
Prospectus in connection with any sale of Registrable Securities and to comply
with the provisions of the Securities Act with respect to the disposition of
all securities covered by such Registration Statement during such period in
accordance with the intended methods of disposition by the Stockholders set
forth in such Registration Statement) and use its reasonable best efforts to
comply with the provisions of the 



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Securities Act with respect to
the disposition of securities covered by such Registration Statement during
such period in accordance with the intended methods of disposition by the
Stockholders set forth in such Registration Statement, provided that the Company shall not be
required to amend the Registration Statement to reflect an addition or change
in the identities of selling stockholders more than once in any 60-day period,
(ii) give notice to the Stockholders of any request, following the
effectiveness of a Registration Statement under the Securities Act, by the SEC
or any other federal or state governmental authority for amendments or
supplements to any Registration Statement or related Prospectus or for
additional information, (iii) give notice to the Stockholders of the
issuance by the SEC or any other federal or state governmental authority of any
stop order or injunction suspending or enjoining the use of any Prospectus or
the effectiveness of any Registration Statement or the initiation of any
proceedings for that purpose, (iv) give notice to the Stockholders of the
receipt by the Company of any notification with respect to the suspension of
the qualification or exemption from qualification of any of the Registrable
Securities for offering or sale under the securities or “blue sky” laws in any
jurisdiction or the initiation of any proceeding for such purpose and
(v) give notice to the Stockholders of the occurrence of (but not the
nature of or details concerning) a Material Event (provided, however, that no
notice by the Company shall be required pursuant to this clause (v) in the
event that the Company promptly files a Prospectus supplement to update the
Prospectus or the Company files a Current Report on Form 8-K or other
appropriate Exchange Act report that is incorporated by reference into the
applicable Registration Statement, which, in either case, contains the
requisite information with respect to such Material Event that results in such
Registration Statement no longer containing any untrue statement of material
fact or omitting to state a material fact necessary to make the statements
contained therein not misleading, which notice may, at the discretion of the
Company (or as required pursuant to Section 3(g)), state that it constitutes a
Deferral Notice, in which event the provisions of Section 3(g) shall apply.


(c)   In the
event of the issuance of any stop order suspending the effectiveness of a
Registration Statement, or of any order suspending or preventing the use of any
related Prospectus or suspending the qualification of any Common Stock included
in such Registration Statement for sale in any jurisdiction, the Company shall
use its reasonable best efforts promptly to obtain the withdrawal of such
order.


(d)   Furnish to
the Stockholders such number of copies of such Registration Statement, each
amendment and supplement thereto, the Prospectus included in such Registration
Statement (including each preliminary prospectus) and such other documents as
the Stockholders may reasonably request in order to facilitate the disposition
of the Registrable Securities owned by the Stockholders.


(e)   Enter into
such customary agreements (including underwriting agreements in customary form)
and take all such other actions as the underwriters, if any, reasonably request
in order to expedite or facilitate the disposition of such Registrable
Securities, except to the extent any such agreement or other action would
materially interfere with the conduct of the Company’s business.


(f)    Subject
to Section 3(g), use reasonable best efforts to register or qualify or
cooperate with the Stockholders in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Registrable Securities for offer and 



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sale under the securities or “blue
sky” laws of such jurisdictions within the United States as the Stockholders
reasonably request in writing, it being agreed that no such registration or
qualification will be made unless so requested; provided, that the
Company will not be required to (i) register or qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where it is not
otherwise qualified or where it would be subject to income tax as a foreign
corporation, or to take any action that would subject it to the service of
process in any jurisdiction where it is not now so subject or (ii) take
any action that would subject it to general or unlimited service of process in
suits or to taxation in any such jurisdiction where it is not then so subject.


(g)   Upon
(A) the issuance by the SEC of a stop order suspending the effectiveness
of a Registration Statement or the initiation of proceedings with respect to a
Registration Statement under Section 8(d) or 8(e) of the Securities Act,
(B) the occurrence or existence of any development, event, fact, situation
or circumstance (a “Material Event”) as a result of which any
Registration Statement shall contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, or any Prospectus shall contain any
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading (including, in any such case, as a result
of the non-availability of financial statements), or (C) the occurrence or
existence of any Material Event relating to the Company that, in the sole
discretion of the Company acting in good faith, makes it appropriate to suspend
the availability of such Registration Statement and the related Prospectus,
(i) in the case of clause (B) above, subject to the next sentence, as
promptly as practicable prepare and file a post-effective amendment to
such Registration Statement or a supplement to the related Prospectus or any
document incorporated therein by reference or file any other required document
that would be incorporated by reference into such Registration Statement and
Prospectus so that such Registration Statement does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
such Prospectus does not contain any untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading, as
thereafter delivered to the purchasers of the Registrable Securities being sold
thereunder, and, in the case of a post-effective amendment to a
Registration Statement, subject to the next sentence, use reasonable efforts to
cause it to be declared effective as promptly as is reasonably practicable, and
(ii) give notice to the Stockholders that the availability of such
Registration Statement is suspended (a “Deferral Notice”) and, upon
receipt of any Deferral Notice, the Stockholders agree that it shall not sell
any Registrable Securities pursuant to the Registration Statement until the
Stockholders receive copies of the supplemented or amended Prospectus provided
for in clause (i) above, or until it is advised in writing by the Company
that the Prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus.  The Company will use
reasonable efforts to ensure that the use of the Prospectus may be resumed
(x) in the case of clause (A) above, as promptly as is practicable,
(y) in the case of clause (B) above (unless caused by a development
covered by clause (C) above), following the time when the Company has prepared
an amendment or supplement to such Registration Statement or Prospectus
necessary to cure the defects thereto; it being agreed, that the Company shall
promptly prepare such amendment or supplement, and (z) in the case of
clause (C) above, as soon as, in the 



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discretion of the Company
acting in good faith, such suspension is no longer appropriate.  In connection with a Material Event, the
Company shall be entitled to exercise its right under this Section 3(g) to
suspend the availability of a Registration Statement or any Prospectus (the “Deferral
Period”) for no more than 90 days during any 12-month period.  The Company shall not be required to specify
in the written notice to the Stockholders the nature of the event giving rise
to the Deferral Period.  In the event
that the Company shall exercise its rights hereunder, the applicable time
period during which the Registration Statement is to remain effective pursuant
to Section 3(b) shall be extended by a period of time equal to the duration of
the Deferral Period.


(h)   In the
case of an underwritten offering, make available for inspection by the
Stockholders, any underwriter participating in any disposition pursuant to such
Registration Statement, and any attorney, accountant or other agent retained by
any of the Stockholders or such underwriter, at the offices where normally
kept, during normal business hours, all pertinent financial and other records,
pertinent corporate documents and properties of the Company, and cause the
Company’s officers, employees and independent accountants to supply all
information reasonably requested by the Stockholders or any such underwriter,
attorney, accountant or agent in connection with such Registration Statement,
in each case as is necessary or reasonably advisable (based on the reasonable
advice of their respective counsel) to enable the Stockholders or such
underwriter to exercise their due diligence responsibilities and defenses under
the Securities Act; provided, however, that (i) the Stockholders
and any such underwriter shall have entered into a customary confidentiality
agreement reasonably acceptable to the Company and (ii) the Stockholders and
any such underwriter shall use their respective reasonable best efforts to
minimize the disruption to the Company’s business and coordinate any such
investigation of the books, records and properties of the Company and any
discussions with the Company’s officers and accountants so that all such
investigations occur at the same time.


(i)    Use its
reasonable best efforts to comply with all applicable rules and regulations of
the SEC to the extent and so long as they are applicable to the offer and sale
of Registrable Securities by the Stockholders from time to time in accordance
with the methods of distribution set forth in the Registration Statement, and
make generally available to its securityholders earning statements (which need
not be audited) covering the period of at least twelve months beginning with
the first day of the Company’s first full calendar quarter after the effective
date of the Registration Statement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
any similar rule promulgated under the Securities Act).


(j)     Provide
and cause to be maintained a transfer agent and registrar for all Registrable
Securities covered by a Registration Statement from and after a date not later
than the effective date of such Registration Statement.


(k)    Use its
commercially reasonable efforts to cause all Registrable Securities to be
listed on each securities exchange and/or quotation system on which the Common
Stock is then listed and/or quoted.


(l)            In
the case of an underwritten offering, use its reasonable best efforts to
furnish, at the request of any Stockholders requesting registration of
Registrable Securities, on the date that such Registrable Securities are
delivered to the underwriter(s) for sale, (i) an 



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opinion, dated as of such date, of the counsel
representing the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters and (ii) a “comfort” letter dated as of
such date, from the independent certified public accountants of the Company, in
form and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to
the underwriters.


SECTION 4.           Stockholders’ Obligations.


(a)           The Stockholders agree that, upon receipt
of any Deferral Notice from the Company of the existence of any fact of the
kind described in Section 3(g)(B) hereof, the Stockholders will forthwith
discontinue disposition of Registrable Securities pursuant to any Registration
Statement until:


(i)            the Stockholders have
received copies of the supplemented or amended Prospectus contemplated by
Section 3(g) hereof; or


(ii)           the Stockholders are
advised in writing by the Company that the use of the Prospectus may be
resumed, and has received copies of any additional or supplemental filings that
are incorporated by reference in the Prospectus (unless such filings are made
pursuant to the requirements of Section 13 or Section 15 of the Exchange Act and
such filings are available through the SEC’s EDGAR system).


If so directed by the
Company, the Stockholders will deliver to the Company (at the Company’s
expense) all copies, other than permanent file copies then in the Stockholders’
possession, of the Prospectus covering such Registrable Securities that was
current at the time of receipt of such Deferral Notice.


(b)  The Stockholders agree promptly to furnish to
the Company in writing all information required to be disclosed in order to
make any information previously furnished to the Company by the Stockholders
not misleading, any other information regarding the Stockholders and the
distribution of any Registrable Securities as may be required by the Company to
be disclosed in the Registration Statement under applicable law or pursuant to
SEC comments and any information otherwise required by the Company to comply
with applicable law or regulations.  Any
sale of any Registrable Securities by the Stockholders shall constitute a
representation and warranty by the Stockholders that the information relating
to the Stockholders is as set forth in the Prospectus delivered by the
Stockholders in connection with such disposition, that such Prospectus does not
as of the time of such sale contain any untrue statement of material fact
relating to or provided by the Stockholders and that such Prospectus does not
as of the time of such sale omit to state any material fact relating to or
provided by the Stockholders necessary to make the statements in such
Prospectus, in the light of the circumstances under which they were made, not
misleading.


SECTION 5.           Registration Expenses. 
The Company shall bear all fees and expenses incurred in connection with
the performance by the Company of its obligations under Sections 2 and 3
of this Agreement.  Such fees and
expenses shall include (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required
to 



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be made with the National Association of
Securities Dealers, Inc. and the SEC’s registration fees and (y) of
compliance with federal and state securities or “blue sky” laws to the extent
such filings or compliance are required pursuant to this Agreement (including,
without limitation, reasonable fees and disbursements of the counsel specified
in the next sentence in connection with “blue sky” qualifications of the
Registrable Securities under the laws of such jurisdictions as the Stockholders
may designate)), (ii) printing expenses, (iii) duplication expenses
relating to copies of any Registration Statement or Prospectus delivered to the
Stockholders hereunder, (iv) fees and disbursements of counsel for the
Company in connection with the performance and compliance with this Agreement,
(v) reasonable “road show” or other marketing expenses (provided that this
Section 5 shall not adversely affect the Company’s arrangements with any
underwriters), (vi) fees and expenses of the Company’s independent certified
public accountants (including the fees and expenses of any comfort letters
required by or incident to the performance and compliance with this Agreement),
(vii) reasonable expenses of underwriters, other than discounts and commissions
attributable to the Registrable Securities included in such registration, and
(viii) reasonable fees and disbursements of the registrar and transfer
agent for the Common Stock.  In addition,
the Company shall pay its internal expenses (including, without limitation, all
salaries and expenses of officers and employees performing legal or accounting
duties), and its expenses for any annual audit, the fees and expenses incurred
in connection with the listing of the Registrable Securities on any securities
exchange on which the same securities of the Company are then listed and the
fees and expenses of any person, including special experts, retained by the
Company.  The Stockholders shall pay all
underwriting discounts and commissions and transfer taxes, if any, relating to
the sale or disposition of Registrable Securities pursuant to any Registration
Statement, and any fees and expenses of legal counsel to the Stockholders.


SECTION 6.           Indemnification; Contribution.


(a)   The
Company agrees to indemnify and hold harmless the Stockholders and each Person,
if any, who controls the Stockholders within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act
(each, a “Stockholder Indemnified Person”) against any and all loss,
liability, claim and damage, as incurred, arising out of any untrue statement
or alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto), or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading or arising out of any untrue statement or
alleged untrue statement of a material fact included in any preliminary
prospectus or any Prospectus (or any amendment or supplement thereto) or Issuer
Free Writing Prospectus (or any amendment or supplement thereto), or the
omission or alleged omission therefrom of a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, and agrees to reimburse any Stockholder Indemnified
Person as promptly as practicable upon demand for any legal or other expenses
reasonably incurred by such Stockholder Indemnified Person in connection with
investigating, defending or paying any such loss, claim, damage, liability or
action; provided, however, that this indemnity agreement shall
not apply to any loss, liability, claim or damage to the extent arising out of
any untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with information furnished to the Company by
or on behalf of the Stockholders or any Person, if any, who controls the
Stockholders for use in any Registration 



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Statement (or any amendment
thereto), or any preliminary prospectus or Prospectus (or any amendment or
supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or
supplement thereto).


(b)   The
Stockholders agree, jointly and severally, to indemnify and hold harmless the
Company, and each person, if any, who controls the Company within the meaning
of either Section 15 of the Securities Act or Section 20 of the
Exchange Act against any and all loss, liability, claim and damage described in
the indemnity contained in subsection (a) of this Section 6, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in any Registration Statement (or any
amendment thereto) or any preliminary prospectus or Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with
information furnished to the Company by or on behalf of the Stockholders for
use in the Registration Statement (or any amendment thereto) or such
preliminary prospectus or Prospectus (or any amendment or supplement thereto).


(c)   Each
indemnified party shall give notice as promptly as reasonably practicable to
each indemnifying party of any action or proceeding commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not prejudiced as a result thereof and in any
event shall not relieve it from any liability which it may have otherwise than
on account of these indemnity provisions. 
In case any such action shall be brought against any indemnified party
and it shall notify an indemnifying party of the commencement thereof, such
indemnifying party shall be entitled to participate therein and, to the extent
that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory
to such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and, after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, such indemnifying party shall not be liable to such
indemnified party under this Section 6 for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof. 
No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution is sought under
this Section 6 (whether or not the indemnified parties are actual or
potential parties thereto), unless such settlement, compromise or consent
(i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim
and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.  No indemnified party shall, without the prior
written consent of the indemnifying party, effect any settlement of any
commenced or threatened litigation, investigation, proceeding or claim in
respect of which any indemnification is sought hereunder.


(c)   If the
indemnification provided for in this Section 6 from the indemnifying party is
unavailable to an indemnified party hereunder in respect of any losses, claims,
damages or liabilities referred to in this Section 6:



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(i) The indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or expenses, (i) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions which resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as shall be appropriate to
reflect the relative benefits received by the indemnifying party and the
indemnified party from the offering of the securities covered by such
Registration Statement in connection with which the actions resulting in such
losses, claims, damages or liabilities occurred.  The relative fault of such indemnifying
party, on the one hand, and the indemnified party, on the other hand, shall be
determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the indemnifying party
or by the indemnified party and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.  The amount paid or payable by a party as a
result of the losses, claims, damages or liabilities referred to above shall be
deemed to include, subject to the limitations set forth in Section 6(a) and
Section 6(b), any legal or other fees or expenses reasonably incurred by such
party in connection with any investigation or proceeding.


(ii) If indemnification
is available under this Section 6, the indemnifying parties shall indemnify
each indemnified party to the full extent provided in this Section 6 without
regard to the relative fault of such indemnifying party or indemnified party or
any other equitable consideration referred to in Section 6(d).


(iii) No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.


(iv) For purposes of this
Section 6(d), each Person, if any, who controls the Stockholders within
the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act shall have the same rights to contribution as the Stockholders,
and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act
shall have the same rights to contribution as the Company.


(e) The obligations of the Company and the
Stockholders under this Section 6 shall survive the completion of any offering
of Registrable Securities pursuant to any Registration Statement under this
Agreement.



 11
 









SECTION 7.           Rule 144 Reporting. 
With a view to making available the benefits of certain rules and
regulations of the SEC which may at any time permit the sale of any Registrable
Securities to the public without registration, the Company agrees to use commercially
reasonable efforts to:


(a) File, as and when applicable, with the SEC in a
timely manner all reports and other documents required of the Company under the
Exchange Act.


(b) If the Company is not required to file reports
pursuant to the Exchange Act, upon the request of the Stockholders, make
publicly available the information specified in subparagraph (c)(2) of Rule
144.


(c) So long as the Stockholders own any Registrable
Securities, furnish to the Stockholders, upon request and at the Stockholders’
expense, a written statement by the Company as to its compliance with the
reporting requirements of Rule 144.


SECTION 8.           The Offer and Board Resignations or
Removals.  


(a)   The
Offer.  The Stockholders agree that they will duly
and validly tender into the Offer (and not withdraw), no later than 12 hours
prior to expiration of the Offer (as it may be extended from time to time), all
shares of Company Common Stock beneficially owned by them as of such time; provided that the price paid by the
Company for shares of Company Common Stock tendered in the Offer is no less
than $34.00 in cash.


(b)  Board Resignations or
Removals.  Promptly upon the first to
occur of (i) the purchase of shares by the Company pursuant to the Offer or
(ii) the occurrence of the Article VIII Termination Date (as defined in Section
8.1 of the Company’s By-Laws), the Stockholders shall take such actions as may
be necessary to cause the CT Directors (as defined in Section 8.2 of the
Company’s By-Laws) to resign or be removed from the Board of Directors of the
Company (and any committees thereof). 
For the avoidance of doubt, the Stockholders also acknowledge that the
date of the purchase of shares by the Company pursuant to the Offer in
accordance with its terms shall constitute the Article VIII Termination Date
unless the Article VIII Termination Date has occurred prior thereto.


SECTION 9.           Miscellaneous.


(a)   Amendments
and Waivers.  The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given, unless such amendment, modification, supplement, waiver or consent is
agreed to by each of the parties hereunder. 
Each of the parties hereto shall be bound by any such amendment,
modification, supplement, waiver or consent effected pursuant to this
Section 9(a), whether or not any notice, writing or marking indicating
such amendment, modification, supplement, waiver or consent appears on the
Registrable Securities.


(b)           No
Registration Rights to Third Parties. 
Without the prior written consent of the Chandler Trusts, the Company
covenants and agrees that it shall not grant, or cause or permit to be created,
for the benefit of any person or entity any registration rights of any kind 



 12
 









(whether similar to the demand, “piggyback” or Form
S-3 shelf registration rights described herein, or otherwise) relating to
shares of the Company’s Common Stock or any other voting securities of the
Company, other than rights that are on a parity with or subordinate in right to
the Stockholders.


(c)           Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand delivery, by
telecopier, by courier guaranteeing overnight delivery or by first-class
mail, return receipt requested, and shall be deemed given (i) when made,
if made by hand delivery, (ii) upon confirmation, if made by telecopier,
(iii) one (1) Business Day after being deposited with such courier, if
made by overnight courier, or (iv) on the date indicated on the notice of
receipt, if made by first-class mail, to the parties as follows:


	
  if to the Company, to:

  
	
   

  	
   

  
	
   

  	
  Tribune Company

  
	
   

  	
  435 North
  Michigan Avenue

  
	
   

  	
  Chicago,
  Illinois 60611

  
	
   

  	
  Attention:

  	
  General Counsel

  
	
   

  	
  Telecopy:

  	
  (312) 222-4206

  
	
   

  	
   

  
	
  with a copies
  (which shall not constitute notice) to:

  
	
   

  	
   

  
	
   

  	
  Sidley Austin
  LLP

  
	
   

  	
  One South
  Dearborn Street

  
	
   

  	
  Chicago,
  Illinois 60603

  
	
   

  	
  Attention: Larry
  A. Barden

  
	
   

  	
  Telecopy:  (312)
  853-7036

  
	
   

  	
   

  
	
   

  	
  and

  
	
   

  	
   

  
	
   

  	
  Wachtell,
  Lipton, Rosen & Katz

  
	
   

  	
  51 West 52nd Street

  
	
   

  	
  New York, New
  York 10019

  
	
   

  	
  Attn: Steven A.
  Rosenblum

  
	
   

  	
  Telecopy: (212)
  403-1221

  
	
   

  	
   

  
	
  if to the
  Stockholders, to:

  
	
   

  	
   

  
	
   

  	
  c/o Chandler
  Trust No. 1

  
	
   

  	
  350 West
  Colorado Blvd. Suite 230

  
	
   

  	
  Pasadena,
  California 91105

  
	
   

  	
  Attn: William
  Stinehart, Jr.

  
	
   

  	
  Telecopy:
  310-552-7027

  



 



 13
 









 


	
  with a copy (which shall not
  constitute notice) to:

  
	
   

  	
   

  
	
   

  	
  Gibson, Dunn
  & Crutcher LLP

  
	
   

  	
  333 S. Grand
  Ave.

  
	
   

  	
  Los Angeles,
  California 90071

  
	
   

  	
  Attn:

  	
  Andrew E. Bogen

  
	
   

  	
   

  	
  Peter W. Wardle

  
	
   

  	
  Telecopy:  213-229-6159

  



 


or to such other address as such person may have
furnished to the other persons identified in this Section 9(c) in writing
in accordance herewith.


(d)   Successors
and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and permitted assigns, including Permitted
Transferees, of each of the parties hereto. 
Except as otherwise set forth herein, the Stockholders shall not be
permitted to assign or transfer any of its rights or obligations under this
Agreement to any Person, other than by operation of law to a
successor-in-interest of the Stockholders.


(e)   Counterparts. 
This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be original and all of which taken together shall constitute one
and the same agreement.


(f)    Headings. 
The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.


(g)   Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD
TO CONFLICTS OF LAWS PROVISIONS THEREOF.


(h)   Severability.  If
any term, provision, covenant or restriction of this Agreement is held to be
invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated
thereby, and the parties hereto shall use their reasonable best efforts to find
and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction,
it being intended that all of the rights and privileges of the parties hereto
shall be enforceable to the fullest extent permitted by law.


(i)    Entire
Agreement.  This Agreement is intended by the parties
hereto as a final expression of their agreement and is intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein and the
registration rights granted by the Company with respect to the Registrable
Securities.  The Stockholders acknowledge
and agree that there are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein, with respect to the
registration rights granted by the Company with respect to the Registrable
Securities.  This 



 14
 









Agreement supersedes all prior
agreements and undertakings among the parties hereto with respect to such
registration rights.


(j)    Termination. 
This Agreement and the obligations of the parties hereunder shall
terminate upon the earliest to occur of (i) the time when there shall be no
Registrable Securities remaining, (ii) the time the Closings referred to in the
last sentence of Section 2(a) have occurred, (iii) November 22, 2007 or (iv)
the Effective Time (as defined in the Merger Agreement), except for any
liabilities or obligations under Section 5 or 6 hereof and for the
obligations of the Stockholders under Section 8 hereof, each of which shall
remain in effect in accordance with its terms.



 15














IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date and
year first above written.


	
  

  	
   

  	
  TRIBUNE COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Dennis J. FitzSimons

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Dennis J. FitzSimons

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Chairman, President and Chief

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Executive Officer

  
							



 


[Signature Page to
Registration Rights Agreement]











 


	
  

  	
   

  	
  CHANDLER TRUST NO. 1

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Susan Babcock

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Susan Babcock, as Trustee of Chandler 

  Trust No. 1 under Trust Agreement dated 

  
	
   

  	
   

  	
   

  	
   

  	
  June 26, 1935

  



 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Jeffrey Chandler

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Jeffrey Chandler, as Trustee of Chandler 

  
	
   

  	
   

  	
   

  	
   

  	
  Trust No. 1 under Trust Agreement dated 

  
	
   

  	
   

  	
   

  	
   

  	
  June 26, 1935

  



 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Camilla Chandler Frost

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Camilla Chandler Frost, as Trustee of 

  
	
   

  	
   

  	
   

  	
   

  	
  Chandler Trust No. 1 under Trust 

  
	
   

  	
   

  	
   

  	
   

  	
  Agreement dated June 26, 1935

  



 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Roger Goodan

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Roger Goodan, as Trustee of Chandler Trust 

  
	
   

  	
   

  	
   

  	
   

  	
  No. 1 under Trust Agreement dated June 26,
  

  
	
   

  	
   

  	
   

  	
   

  	
  1935

  



 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ William Stinhart, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  William Stinehart, Jr., as Trustee of 

  
	
   

  	
   

  	
   

  	
   

  	
  Chandler Trust No. 1 under Trust 

  
	
   

  	
   

  	
   

  	
   

  	
  Agreement dated June 26, 1935

  



 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Judy C. Webb

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Judy C. Webb, as Trustee of Chandler Trust 

  
	
   

  	
   

  	
   

  	
   

  	
  No. 1 under Trust Agreement dated June 26,
  

  
	
   

  	
   

  	
   

  	
   

  	
  1935

  



 


 


	
  

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Warren B. Williamson

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Warren B. Williamson, as Trustee of 

  
	
   

  	
   

  	
   

  	
   

  	
  Chandler Trust No. 1 under Trust 

  
	
   

  	
   

  	
   

  	
   

  	
  Agreement dated June 26, 1935

  



 


[Signature Page to
Registration Rights Agreement]











 


	
  

  	
  CHANDLER TRUST NO. 2

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Susan Babcock

  	
   

  
	
   

  	
   

  	
   

  	
  Susan Babcock, as Trustee of Chandler 

  Trust No. 2 under Trust Agreement dated 

  June 26, 1935

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jeffrey Chandler

  	
   

  
	
   

  	
   

  	
   

  	
  Jeffrey Chandler, as Trustee of Chandler 

  Trust No. 2 under Trust Agreement dated 

  June 26, 1935

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Camilla Chandler Frost

  	
   

  
	
   

  	
   

  	
   

  	
  Camilla Chandler Frost, as Trustee of 

  Chandler Trust No. 2 under Trust 

  Agreement dated June 26, 1935

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Roger Goodan

  	
   

  
	
   

  	
   

  	
   

  	
  Roger Goodan, as Trustee of Chandler Trust 

  No. 2 under Trust Agreement dated June 26, 

  1935

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ William Stinehart, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  William Stinehart, Jr., as Trustee of 

  Chandler Trust No. 2 under Trust

  Agreement dated June 26, 1935

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Judy C. Webb

  	
   

  
	
   

  	
   

  	
   

  	
  Judy C. Webb, as Trustee of Chandler Trust 

  No. 2 under Trust Agreement dated June 26, 

  1935

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Warren B. Williamson

  	
   

  
	
   

  	
   

  	
   

  	
  Warren B. Williamson, as Trustee of 

  Chandler Trust No. 2 under Trust 

  Agreement dated June 26, 1935

  



 


[Signature Page to
Registration Rights Agreement]