0001104659-05-050998 Sample Contracts

TRIBUNE COMPANY Form of Warrant Agreement [FOR WARRANTS SOLD ATTACHED TO DEBT SECURITIES]*
Warrant Agreement • October 28th, 2005 • Tribune Co • Newspapers: publishing or publishing & printing • Illinois

THIS WARRANT AGREEMENT dated as of , 20 between Tribune Company, a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to) and , as Warrant Agent (herein called the “Warrant Agent”).

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Underwriting Agreement
Underwriting Agreement • October 28th, 2005 • Tribune Co • Newspapers: publishing or publishing & printing • New York

This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the acceptance of this contract and other similar contracts is in the Company’s sole discretion and, without limiting the foregoing, need not be on a first come, first served basis. If this contract is acceptable to the Company, it is required that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned, as of the date first above written, when such counterpart is so mailed or delivered.

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