Exhibit 10.3


EXHIBIT A

[FINAL FORM]


SUBORDINATED
EXCHANGEABLE PROMISSORY NOTE


[                                ],
2007                                                                                                                                        $200,000,000.00


Tribune Company, a
Delaware corporation located at 435 North Michigan Avenue, Chicago, Illinois
60611 (“Maker”), for value
received, hereby promises to pay to the order of EGI-TRB, L.L.C., a Delaware
limited liability company located at Two North Riverside Plaza, Suite 600,
Chicago, Illinois 60606 (the “Holder”)
or its successors or permitted assigns, the principal amount of TWO HUNDRED
MILLION DOLLARS ($200,000,000.00) (the “Original
Principal Amount”) together with interest thereon calculated from
the date hereof in accordance with the provisions of this Subordinated
Exchangeable Promissory Note (this “Note”).  This Note is being issued pursuant to that
certain Securities Purchase Agreement by and among Maker, Holder and Sam Zell,
as guarantor, entered into in connection with that certain Agreement and Plan
of Merger by and among GreatBanc Trust Company, not in its individual or
corporate capacity, but solely as trustee of the Tribune Employee Stock
Ownership Trust, which forms a part of the Tribune Employee Stock Ownership
Plan (the “ESOP”), Tesop
Corporation and Maker and, for the limited purposes set forth therein, the Holder
(the “Merger Agreement”).  Capitalized terms used and not otherwise
defined herein shall have the meaning given to such terms in the Merger
Agreement.


1.             Payments.


(a)           Interest on the unpaid principal
amount of this Note outstanding from time to time shall accrue at the rate of
4.81% per annum calculated on the
basis of a 365-day year and the actual number of days elapsed in any year (the “Interest Rate”), or (if less) at the
highest rate then permitted under applicable law.  Interest on the unpaid principal amount
hereunder shall be payable in-kind on the last day of each calendar quarter
beginning                ,
2007 (each, a “Payment Date”) and,
subject to earlier acceleration or exchange under Section 4, ending on,
and including, the Maturity Date (as defined below), through the issuance of
additional Notes (“PIK Notes”).  Such PIK Notes shall be in an aggregate
principal amount equal to the amount of interest that has accrued with respect
to this Note (less any cash interest payments), and such PIK Notes shall be
identical to this Note, except that such PIK Notes shall not include the
provisions of Section 4 hereof but shall provide that the provisions of Section
4 of this Note will operate to reduce the principal amount of such PIK Notes
and otherwise have the effect on such PIK Notes as is set forth in Section 4
hereof.  Except as expressly provided
herein, the term “Note” shall
include all PIK Notes that may be issued pursuant to this Section 1(a) and
all references to the principal amount or principal outstanding under this Note
shall include the principal amount of the PIK Notes.


(b)           Payments of principal outstanding
under this Note shall be made as follows:


(i)            immediately prior to consummation of
the Merger (the date of consummation of the Merger is referred to herein as the
“Maturity Date”), Maker shall pay
the outstanding principal amount of this Note, together with all accrued and
unpaid interest hereon, and any costs and expenses incurred by Holder in
connection herewith; and













(ii)           to the extent not prohibited by the
terms of Section 2 hereof, at any time and from time to time, Maker may prepay,
without premium or penalty, all or any portion of the outstanding principal
amount of this Note, any such prepayment to be applied first, to all accrued
but unpaid interest on this Note and second, to outstanding principal.


(c)           If any payment is due, or any time
period for giving notice or taking action expires, on a day which is a
Saturday, Sunday or legal holiday in the State of New York, the payment shall
be due and payable on, and the time period shall automatically be extended to,
the next business day immediately following such Saturday, Sunday or legal
holiday, and interest shall continue to accrue at the required rate hereunder
until any such payment is made.  Except
as provided in Section 1(a) above, all payments to be made to the Holder shall
be made in the lawful money of the United States of America in immediately
available funds, free and clear of all taxes and charges whatsoever.  Payments shall be delivered to the Holder at
the address set forth above or to such other address or to the attention of
such other person as specified by prior written notice to Maker or by wire
transfer pursuant to wire instructions as specified by prior written notice to
Maker.


2.             Subordination.


(a)           The Subordinated Obligations (as
defined below) are subordinate and junior in right of payment to all Senior
Obligations (as defined below).  No part
of the Subordinated Obligations (or any other obligations hereunder) shall have
any claim to the assets of Maker on a parity with or prior to the claim of the
Senior Obligations.  Unless and until the
obligations to extend credit to Maker under the Senior Documents shall have
been irrevocably terminated and the Senior Obligations have been paid in full
in cash, the Holder will not take, demand or receive from Maker, and Maker will
not make, give or permit, directly or indirectly, by set-off, redemption,
purchase or in any other manner, any payment of (of whatever kind or nature,
whether in cash, property, securities or otherwise), whether in respect of
principal, interest or otherwise, or security for the whole or any part of the
Subordinated Obligations.  The Holder
agrees that the Subordinated Obligations (and all other obligations of Maker
hereunder) are unsecured and that Holder shall not take any liens or security
interests in any assets or property of Maker, any of its subsidiaries or
otherwise to secure the Subordinated Obligations or any other obligations of
Maker hereunder.  All payments or
distributions upon or with respect to any Subordinated Obligation which are
made by or on behalf of Maker or received by or on behalf of the Holder in
violation of or contrary to the provisions of this Section 2 shall be received in
trust for the benefit of the holders of Senior Obligations and shall be paid
over upon demand to such holders for application to the Senior Obligations
until the Senior Obligations shall have been paid in full in cash.  The provisions of this Section 2 shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Senior Obligations is rescinded or must otherwise be
returned by the any holder of Senior Obligations for any reason whatsoever
(including, without limitation, the insolvency, bankruptcy or reorganization of
Maker or any of its subsidiaries) all as though such payments had not been
made.


(b)           At no time shall the Holder take or
continue any action, or exercise any rights, remedies or powers under the terms
of this Note, or exercise or continue to exercise any other right or remedy at
law or in equity that the Holder might otherwise possess, to collect any
Subordinated Obligation, including, without limitation, the acceleration of the
Subordinated 



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Obligations, the commencement of any action to enforce
payment or foreclosure on any lien or security interest, the filing of any
petition in bankruptcy or the taking advantage of any other insolvency law of
any jurisdiction.  Notwithstanding the
foregoing, the Holder may file a proof of claim in any bankruptcy or similar
proceeding instituted by another entity and may vote such claim in a manner not
inconsistent with the terms hereof.  If
the Holder shall attempt to enforce, collect or realize upon any of the
Subordinated Obligations in violation of the terms hereof, any holder of Senior
Obligations may, by virtue of the terms hereof, restrain any such enforcement,
collection or realization, either in its own name or in the name of Maker.


(c)           The holders of Senior Obligations
shall be entitled to rely upon, and shall be intended beneficiaries of the
subordination provisions contained in this Section 2, and such holders shall be
entitled to enforce the same.  The
holders of all or any portion of the Senior Obligations may, at any time, in
their discretion, renew, amend, refinance, extend or otherwise modify the terms
and provisions of Senior Obligations so held (including, without limitation,
the terms and provisions relating to the principal amount outstanding thereunder,
the rate of interest thereof, the payment terms thereof and the provisions
thereof regarding default or any other matter) or exercise (or refrain from
exercising) any of their rights under the Senior Obligations, all without
notice to or consent from the Holder. 
The Holder covenants and agrees that it will not, at any time, contest
the validity, perfection, priority or enforceability of the subordination
provisions of this Section 2, the Senior Obligations, the Senior Documents or
the security interests or liens granted pursuant thereto.


(d)           Notwithstanding any other provision
of this Note to the contrary, this Section 2 and the subordination provisions
hereof (i) shall not apply to the principal and interest payments contemplated
by Section 1(b)(i) or to the issuance of PIK Notes, (ii) shall not apply
to or otherwise restrict, limit or modify the provisions of Section 4 or
Section 5 hereof or the enforcement thereof, and (iii) shall not prevent or
restrict Maker or Holder from taking any action or refraining from taking any
action as required by or pursuant to, or otherwise complying with or exercising
or enforcing any right under, Section 4 or Section 5 hereof.  Nothing herein shall prohibit Maker from making
payments under Section 1(b)(ii) to the extent not prohibited by any Senior
Documents.


(e)           For purposes hereof, the following
terms shall have the following meanings:


“Senior
Documents” means, collectively, those documents, instruments
and agreements evidencing, securing or otherwise relating to any of the Senior
Obligations.


“Senior Obligations” means all obligations,
indebtedness and other liabilities of the Maker other any such obligations,
indebtedness or liabilities that by its express terms ranks pari passu or
junior to the Maker’s obligations under this Note, in each case, whether
incurred on or prior to the date hereof or hereafter incurred.


“Subordinated
Obligations” means the collective reference to the unpaid
principal of and interest on this Note and all other obligations and liabilities
of Maker to the Holder, whether direct or indirect, absolute or contingent, due
or to become due, or now existing or hereafter incurred, in each case, arising
under this Note; provided that the term “Subordinated Obligations” shall
not include (a) the principal and interest payments contemplated by



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Section 1(b)(i) hereof, (b) payments of interest
through the issuance of PIK Notes, and (c) the rights, obligations and
liabilities of Maker and Holder under Section 4 or Section 5 hereof.


3.             Events of Default.


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


(i)            Maker fails to make any payment of
principal of, or interest on, this Note when due and payable and such default
remains uncured for a period of more than five (5) business days after written
notice to Maker; provided that the failure by Maker to make a principal
or interest payment hereunder when due shall not constitute an Event of Default
if Maker is prohibited from making such payment under the terms of Section 2
hereof; or


(ii)           Maker makes an assignment for the
benefit of creditors or admits in writing its inability to pay its debts
generally as they become due; or an order, judgment or decree is entered
adjudicating Maker bankrupt or insolvent; or any order for relief with respect
to Maker is entered under Title 11 of the United States Code, 11 U.S.C. §§101 et. seq.; or Maker petitions or applies to
any tribunal for the appointment of a custodian, trustee, receiver or
liquidator of Maker, or of any substantial part of the assets of Maker, or
commences any proceeding (other than a proceeding for the voluntary liquidation
and dissolution of any subsidiary of Maker) relating to Maker under any
bankruptcy reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction; or any such petition or
application is filed, or any such proceeding is commenced, against and, in any
such case, either (A) Maker consents thereto or acquiesces therein or (B) such
petition, application or proceeding is not dismissed within sixty (60) days.


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


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


(i)            if an Event of Default of the type
described in Section 3(a)(i) of this Note has occurred, the aggregate principal
amount of this Note (together with all accrued interest thereon and all other
amounts due and payable with respect thereto) shall become immediately due and
payable upon written notice from the Holder to Maker, and, to the extent not
prohibited by the provisions of Section 2 hereof, Maker shall immediately pay
to the Holder all amounts due and payable with respect to this Note;


(ii)           if an Event of Default of the type
described in Section 3(a)(ii) of this Note has occurred, the aggregate
principal amount of this Note (together with all accrued interest thereon and
all other amounts due and payable with respect thereto) shall become
immediately due and payable without any action on the part of the Holder, and,
to the



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extent not prohibited by the provisions of Section 2
hereof, Maker shall immediately pay to the Holder all amounts due and payable
with respect to this Note; and


(iii)          subject to the terms of Section 2
hereof, the Holder shall have all rights and remedies set forth herein and
under any applicable law or in equity. 
No such remedy is intended to be exclusive of any other remedy, and each
and every such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or thereunder or now or hereafter existing at law
or in equity or by statute or otherwise. 
Subject to the terms of Section 2 hereof, the Holder shall be entitled
to enforce such rights specifically (without posting a bond or other security),
to recover damages by reason of any breach of any provision of this Note and to
exercise all other rights granted by law.


4.             Exchange.


(a)           At
the option of Maker, any portion or all of the outstanding Original Principal
Amount of this Note shall be exchangeable at any time and from time to time
prior to the Maturity Date, for such number of fully paid and non-assessable
shares of common stock of Maker, par value $0.01 per share (“Common Stock”), as shall be determined by
dividing (i) the portion of the Original Principal Amount of this Note being
exchanged under this Section 4 by Maker by (ii) $34.00 (the “Exchange Price”), subject to adjustment in
accordance with Section 4(d) below.  On
the date of any exchange of any or all of the outstanding Original Principal
Amount of this Note pursuant to this Section 4(a), Maker shall make a cash
payment to the Holder in an amount equal to 40% of the sum of (i) all accrued
and unpaid interest on the portion of the Original Principal Amount of this
Note being exchanged that has accrued from the Payment Date immediately
preceding such exchange date to such exchange date and (ii) the amount of
interest on the portion of the Original Principal Amount being exchanged that
has been paid-in-kind through the issuance of PIK Notes including PIK Notes paid
in respect of any previously issued PIK Notes relating to such portion of the
Original Principal Amount and accrued but unpaid interest on such PIK Notes
(such outstanding principal balance of PIK Notes, the “PIK Interest Amount” and, together with the
accrued and unpaid interest amounts referenced in clauses (i) and (ii) above,
the “Interest Amount”).  Upon such cash payment, the outstanding
principal balance of the PIK Notes shall be decreased by an amount equal to the
PIK Interest Amount, the accrued and unpaid interest referred to in clauses (i)
and (ii) above shall be deemed fully discharged and 60% of the Interest Amount
shall be allocated as additional consideration for the applicable exchange of
the outstanding Original Principal Amount of this Note.


(b)           Immediately
upon termination of the Merger Agreement pursuant to Article VII thereof, and
without any further action of Maker or the Holder, any outstanding portion of
the Original Principal Amount of this Note shall be exchanged for such number
of fully paid and non-assessable shares of Common Stock as shall be determined
by dividing (i) the then outstanding portion of the Original Principal Amount
of this Note by (ii) the Exchange Price, subject to adjustment in accordance
with Section 4(d) below.  On the date of
any exchange of any outstanding Original Principal Amount of this Note pursuant
to this Section 4(b), Maker shall make a cash payment to the Holder in an
amount equal to 40% of the sum of (i) all accrued and unpaid interest on the
then outstanding portion of the Original Principal Amount of this Note that has
accrued from the Payment Date immediately preceding such exchange date to such



 5
 









exchange date and (ii) the outstanding principal
balance of all PIK Notes including PIK Notes paid in respect of any previously
issued PIK Notes and accrued but unpaid interest on such PIK Notes (such
outstanding principal balance of all PIK Notes and accrued but unpaid interest
thereon, together with the amount referenced in clause (i) above, the “Total Interest Amount”).   Upon such cash payment, the outstanding
principal balance of all PIK Notes shall be deemed paid, the accrued and unpaid
interest referred to in clauses (i) and (ii) above shall be deemed fully
discharged, and 60% of the Total Interest Amount shall be allocated as
additional consideration for the exchange of the outstanding Original Principal
Amount of this Note.  For the avoidance
of doubt, the term Original Principal Amount of this Note shall be deemed to refer
only to the original $200,000,000 principal amount of this Note originally
issued and shall not include the principal amount of any PIK Notes whenever
issued.


(c)           As
soon as reasonably practicable after an exchange under this Section 4 in
whole or in part, Maker 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 of Common Stock to which the Holder shall be entitled in such
denominations as may be requested by the Holder; and (ii) in case such
exchange is in part only, in accordance with Section 4(a), a new
subordinated exchange promissory note (dated the date hereof) of like tenor,
calling in the aggregate on the face thereof for a principal amount equal to
the principal amount plus accrued and unpaid interest thereon described in this
Note minus the amount exchanged by Maker or deemed paid or discharged in
accordance with Section 4(a) above. 
Maker shall at all times reserve for issuance a sufficient number of
shares of Common Stock to be issued upon exchange of this Note, and upon
issuance thereof, such shares shall be fully paid and non-assessable, and free
from all taxes, liens and charges with respect to the issue thereof.


(d)           The
number and kind of shares of Common Stock issuable upon exchange of this Note
under this Section 4 and the Exchange Price shall be subject to adjustment
from time to time as follows; provided that no action taken by Maker in
compliance with the terms of the Merger Agreement and the Tower Purchase
Agreement prior to consummation of the Merger or termination of the Merger
Agreement shall give rise to any adjustment:


(i)            If Maker shall at any time 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
upon exchange under this Section 4 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.  Any adjustment under this
Section 4(d)(i) 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.


(ii)           In the event of any corporate
reclassification, capital reorganization, consolidation, spin-off, merger, transfer
of all or a substantial portion of Maker’s properties or assets or any
dissolution, liquidation or winding up of Maker (other than as a result of a
subdivision, combination, dividend or distribution provided for in
Section 4(d)(i) above) (a “Corporate
Transaction”), then, as a condition of such event,



 6
 









provision
shall be made, and duly executed documents evidencing the same from Maker 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 exchange under this
Section 4 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 an exchange of this Note been effected immediately
prior to the effective time of such Corporate Transaction.  Maker shall provide that any Successor
Company in such Corporate Transaction shall enter into an agreement with Maker
confirming the Holder’s rights pursuant to this Note, assuming Maker’s
obligations under this Note, jointly and severally with Maker if Maker shall
survive such Corporate Transaction, and providing after the date of such
Corporate Transaction for adjustments, which shall be as equivalent as possible
to the adjustments provided for in this Section 4.  Maker 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 4(d)(ii) shall apply similarly to successive Corporate Transactions
involving any Successor Company.  In case
of any Corporate Transaction in which all or a portion of the consideration
payable to holders of Common Stock is cash, Maker 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.


(iii)          In the event that Maker 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 a
dividend or distribution payable in additional shares of Common Stock that gives
rise to an adjustment pursuant to Section 4(d)(i) hereof, then, and in each
such case, the Exchange Price shall be reduced to a number determined by
dividing the previously applicable Exchange Price by a fraction (which must be
greater than one (1), otherwise no adjustment is to be made pursuant to this
Section 4(d)(x)) (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 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 distributed 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 become effective as of the close of business on
the record date therefor.  “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.


(iv)          If any event occurs as to which the
provisions of this Section 4(d) are not strictly applicable or if strictly
applicable would not fairly protect the rights of the Holder in



 7
 









accordance
with such provisions, then the board of directors of Maker shall make an
adjustment in the number of shares of Common Stock exchangeable under this
Section 4, the Exchange Price or the applicability of such provisions so
as to protect such rights.  The
adjustment shall be such as will give the Holder upon exchange under this
Section 4 the total number of shares of Common Stock as the Holder would
have owned had this Note been exchanged 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 the Exchange Price.


(v)           The adjustments required by the
preceding subsections of this Section 4(d) shall be made whenever and as often
as any specified event requiring an adjustment shall occur, except that no
adjustment of the Exchange Price or the number of shares of Common Stock
issuable upon exchange under this Section 4 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 Exchange Price
immediately prior to the making of such adjustment by at least $0.01 or
increases or decreases the number of shares issuable upon exchange 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 4(d) and
not previously made, would result in the requisite minimum adjustment.


(e)           In
the case of any adjustment in the number of shares issuable upon exchange under
this Section 4 or the Exchange Price, Maker, at its sole expense, shall
promptly (i) compute such adjustment in accordance with the terms of this
Note and, if the Holder so requests in writing from Maker within 30 days of
receipt of such computations from Maker, 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 consideration received by Maker for any Additional Shares
of Common Stock issued or sold or deemed to have been issued or sold, (C) the
number of shares of Common Stock outstanding or deemed to be outstanding prior
and subsequent to any such transaction, (D) the method by which any such
adjustment was calculated (including a description of the basis on which the
board of directors of Maker made any determination of fair market value
required thereby) and (E) the number of shares of Common Stock issuable upon
exchange under this Section 4 and the Exchange 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 of Common Stock
issuable upon exchange under this Section 4 and the Exchange 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 Maker
for inspection during normal business hours by the Holder.


(f)            Maker
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,



 8
 









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 Note, 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 Maker’s obligations hereunder.  Without limiting the generality of the
foregoing, Maker (i) will not permit the par value of any shares of Common
Stock receivable upon exchange to exceed the Exchange Price and (ii) will take
all such action as may be necessary or appropriate in order that Maker may
validly and legally issue fully paid and nonassessable shares of Common Stock
upon exchange under this Section 4. 
Without limiting the generality of the foregoing, before taking any
action that would cause a reduction of the Exchange Price pursuant to Section
4(d) hereof below the then par value (if any) of the Common Stock, Maker 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 Exchange
Price as so reduced.


(g)           If
the Holder shall, in good faith, disagree with any determination by the board
of directors of Maker of the fair market value made pursuant to this Note, 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 of directors of Maker at more than $1,000,000,
then the Holder may by notice to Maker (an “Appraisal Notice”), given within 30 days after written
notice to the Holder of 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 that Maker
has received a fairness opinion or other appraisal from an independent
nationally recognized investment bank or other qualified financial institution
acceptable to Maker and the Holder (the “Appraiser”) in
connection with the transaction giving rise to such determination.  Within 20 days after an Appraisal Notice,
Maker shall engage an Appraiser to make an independent determination of such
fair market value (the “Appraiser’s Determination”),
who shall deliver to Maker 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 upon: 
(i) in the case of the fair market value of shares of Common Stock, the
fair market value of Maker and its subsidiaries on the basis of an arm’s length
sale of a going concern between an 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, and without consideration
of (A) the lack of an actively trading public market for the Common Stock, (B)
any restrictions on the transfer of shares of Common Stock or (C) any control
premium or minority discount, and (ii) in the case of the fair market value of
any other property, the fair market value of such other property assuming that
such other property was sold in an arm’s length transaction between an 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 Maker and the Holder, absent manifest error.  The costs of conducting an appraisal shall be
borne by Maker.


(h)           In
the event Maker proposes, other than pursuant to the transactions contemplated
by the Merger Agreement, to:  (i) pay,
distribute, or take a record of the holders of any class of



 9
 









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 20 days prior to the
earlier of any applicable record date or such event, as the case may be, Maker
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 issuable upon exchange under this Section 4 of this Note and the
Exchange Price of each such transaction or event.  Maker shall update any such notice to reflect
any change in the foregoing information.


(i)            No
fractional shares of Common Stock shall be issued in connection with any
exchange under this Section 4, but in lieu of such fractional shares Maker
shall make a cash payment therefor based on the fair market value thereof.


(j)            For the avoidance of doubt and notwithstanding any other
provision of this Note to the contrary, Section 2 hereof (including, without
limitation, any subordination provisions thereof) shall not apply to or
otherwise restrict or modify the provisions of this Section 4.


 (k)          Prior to exchange of this Note for
Common Stock under this Section 4, the Holder shall not be entitled to any
rights of a stockholder with respect to the shares of Common Stock, 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 Note or any other arrangement with,
or undertaking by, Maker, the Holder shall not be entitled to any stockholder
notice or other communication concerning the business or affairs of Maker.


(l)            Shares
of Common Stock issuable upon exchange of this Note under this Section 4
shall be subject to that certain Registration Rights Agreement dated as of
April 1, 2007 by and between Maker, the Holder and the ESOP.


5.             Regulatory
Requirements.



 10
 









(a)           If any filing or notification becomes
necessary pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended (the “HSR Act”), in connection with the exchange
of this Note or any portion hereof under Section 4 above, Maker shall
notify the Holder prior to such exchange, and the Holder and Maker 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.  Maker and the Holder 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.  Maker and  Holder shall each pay its own filing fees in
connection with any filings required under the HSR Act as a result of the
exchange of this Note under Section 4 above.


(b)           If the Holder  or, upon the advice of counsel,
Maker determines that the exchange of this Note or any portion hereof under
Section 4 above would require notice to, or the consent or approval by,
the Federal Communications Commission or any other regulatory agency that is
vested with jurisdiction over Maker, Maker and the Holder shall make all
necessary filings and notifications required, and shall have received all
required consents, approvals, orders or otherwise, prior to effecting the
exchange of this Note or any portion thereof. 
Maker  and Holder
shall each pay its own filing fees in connection with such filings and
notifications.


6.             General.


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


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


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



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


(d)           This Note shall be binding upon and
inure to the benefit of the respective successors and permitted assigns of each
of the parties hereto.  Subject to
compliance with applicable federal and state securities laws, this Note and all
rights hereunder are transferable, in whole or in part, by the Holder to any
Permitted Transferee upon written notice to Maker.  For purposes hereof, “Permitted Transferee” shall have the
meaning set forth in the Investor Rights Agreement.  Except as provided in the immediately
preceding sentence, neither the Holder nor Maker shall assign or transfer its
rights or duties hereunder without the prior written consent of the other party
hereto.


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


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


(G)          MAKER
HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED
STATES FEDERAL OR DELAWARE STATE COURT IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS NOTE AND MAKER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS
IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH
COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO
THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR
THAT SUCH COURT IS AN INCONVENIENT FORUM. 
NOTHING HEREIN SHALL LIMIT



 12
 









THE RIGHT OF THE HOLDER TO BRING PROCEEDINGS
AGAINST MAKER IN THE COURTS OF ANY OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY MAKER AGAINST THE
HOLDER OR ANY AFFILIATE THEREOF INVOLVING DIRECTLY OR INDIRECTLY ANY MATTER IN
ANY WAY ARISING OUT OF, RELATED TO OR CONNECTION WITH THIS NOTE SHALL BE
BROUGHT ONLY IN A COURT IN DELAWARE.


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


 {Signature
Page Follows}



 13
















 


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


	
  

  	
  TRIBUNE COMPANY

  



 


 


	
  

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Its:

  	
   

  



 


Acknowledged and agreed
to as of

this    day of                ,
2007


EGI-TRB, L.L.C.


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  



 


 


 


 


 


Signature Page to Subordinated
Exchangeable Promissory Note