SC TO-I/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(Amendment No. 3)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

TRIBUNE COMPANY
(Name of Subject Company (Issuer))

TRIBUNE COMPANY
(Issuer)

Common Stock, Par Value $0.01 Per Share
(including the associated Preferred Share Purchase Rights)
(Title of Class of Securities)

896047 10 7
(CUSIP Number of Class of Securities)

Crane H. Kenney
Senior Vice President,
General Counsel and Secretary
Tribune Company
435 North Michigan Avenue
Chicago, Illinois 60611
(321) 222-9100
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of Filing Persons)

With a copy to:

Edward D. Ricchiuto
Sidley Austin LLP
787 Seventh Avenue
New York, New York 10019
(212) 839-5859
Fax (212) 839-5599

CALCULATION OF FILING FEE

Transaction Valuation*
$1,722,500,000.00 Amount of Filing Fee**
$184,308.00

        *      Estimated for purposes of calculating the amount of the filing fee only, this amount is based on the purchase of 53,000,000 shares of common stock at the maximum tender offer price of $32.50 per share.

        **    The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $107.00 per million of the value of the transaction.

        ý    Check the box if any part of the filing fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $184,308.00	Filing Party: Tribune Company
Form or Registration No.: Schedule TO	Date Filed: May 30, 2006

        o     Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

        Check the appropriate boxes below to designate any transaction to which the statement relates:

        o     third party tender offer subject to Rule 14d-1.

        ý    issuer tender offer subject to Rule 13e-4.

        o     going private transaction subject to Rule 13e-3.

        o     amendment to Schedule 13D under Rule 13d-2.

        Check the following box if the filing is a final amendment reporting the results of the tender offer:    o

INTRODUCTION

        This Amendment No. 3 ("Amendment No. 3") amends and supplements Amendment No. 2 filed with the Securities and Exchange Commission on June 6, 2006, Amendment No. 1 filed with the Securities and Exchange Commission on May 31, 2006 and the Tender Offer Statement on Schedule TO (as amended, the "Schedule TO") filed by Tribune Company, a Delaware corporation (the "Company"), on May 30, 2006, to purchase up to 53 million shares of its common stock, par value $0.01 per share, including the associated preferred share purchase rights (the "rights") issued under the Rights Agreement, dated as of December 12, 1997, between the Company and Computershare Trust Company, N.A. (as successor to First Chicago Trust Company of New York), as Rights Agent, at a price not greater than $32.50 nor less than $28.00 per share, net to the seller in cash, less any applicable witholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 30, 2006 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any supplements or amendments thereto, collectively constitute the "Tender Offer").

        The information in the Tender Offer, including all schedules and annexes thereto, which were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided herein.

        The Offer to Purchase is hereby amended and supplemented as follows:

        (1)   All references in the Offer to Purchase to the "Credit Facilities Commitment Letter" will be replaced with "Amended and Restated Credit Facilities Commitment Letter" and all references to "a Credit Facilities Commitment Letter" will be replaced with "an Amended and Restated Credit Facilities Commitment Letter."

        (2)   In Section 2 of the Offer to Purchase, under the section "Other Plans.", and in Section 7 of the Offer to Purchase, the statement "up to $4.5 billion" will be replaced with the statement "up to $4.4 billion."

        (3)   In Section 9 of the Offer to Purchase, the first three paragraphs under the heading "Credit Facilities Commitment Letter" will be replaced with the following:

        "Amended and Restated Credit Facilities Commitment Letter. The following summary of the material terms of the Amended and Restated Credit Facilities Commitment Letter, dated as of June 6, 2006 (including the term sheet attached thereto as Exhibit A, the "Amended and Restated Credit Facilities Commitment Letter") from Merrill Lynch Capital Corporation ("Merrill Lynch"), Citigroup Global Markets Inc. ("CGMI") and J.P. Morgan Securities Inc. ("JPM"), as Joint Lead Arrangers, to the Company, is qualified in its entirety by the terms of the actual Amended and Restated Credit Facilities Commitment Letter, which is filed as exhibit (b)(2) to the Issuer Tender Offer Statement on Schedule TO. The following summary may not contain all of the information about the Amended and Restated Credit Facilities Commitment Letter that is important to you. We encourage you to read the Amended and Restated Credit Facilities Commitment Letter carefully and in its entirety.

        Merrill Lynch, CGMI and JPM have each committed, subject to the terms and conditions set forth in the Amended and Restated Credit Facilities Commitment Letter, to provide to the Company senior unsecured credit facilities in the aggregate amount of $4.4 billion (the "Credit Facilities"). The Credit Facilities will be used to finance the consummation of the Tender Offer to purchase the shares pursuant to the Purchase Agreements, to refinance certain existing indebtedness of the Company and to pay fees and expenses in connection with the Tender Offer and the Credit Facilities. The Credit Facilities will consist of (a) a $1.5 billion Term Loan Facility (the "Term Loan Facility"), a portion of which equal to $250 million will be available as a Delayed Draw Facility (the "Delayed Draw Facility"); (b) a $2.15 billion 364-Day Facility (the "364-Day Facility"), which is anticipated to be refinanced in full with senior notes; and (c) a $750 million Revolving Credit Facility (the "Revolving Credit Facility").

        The Term Loan Facility (a 5-year term facility), the 364-Day Facility (a 364-day facility) and the Revolving Credit Facility (a 5-year revolving facility) will all bear interest per annum at a variable rate equal to either LIBOR plus a margin of 75 basis points or the applicable base rate. Undrawn amounts under the Delayed Draw Facility and the Revolving Credit Facility will accrue a commitment fee at a per annum rate of 15 basis points. The LIBOR margin and the commitment fee will vary depending upon the ratings from time to time assigned to the Credit Facilities by Moody's Investor Services and Standard & Poor's."

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        (4)   The second and third paragraphs of Section 17 of the Offer to Purchase will be replaced with the following:

        "The Co-Dealer Managers and J.P. Morgan Securities Inc. and their affiliates have provided, and may in the future provide, various investment banking and other services to us for which future services we would expect they would receive customary compensation from us. In the ordinary course of business, including in their trading and brokerage operations and in a fiduciary capacity, the Co-Dealer Managers and J.P. Morgan Securities Inc. and their affiliates may hold positions, both long and short, for their own accounts and for those of their customers, in our securities.

        Merrill Lynch Capital Corporation, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. and their affiliates have undertaken to provide financing for the Tender Offer subject to the terms and conditions of the Amended and Restated Credit Facilities Commitment Letter described in Section 9 hereof, and will receive customary fees in connection therewith."

Item 12. Exhibits.

        Item 12 of the Schedule TO is hereby amended by adding the following exhibits:

(a)(5)(B)	Employee Benefits Question and Answer Guide, Stock Repurchase Program—June 2006, made available on June 8, 2006.
(a)(5)(C)	Press Release, dated June 8, 2006.
(b)(2)	Amended and Restated Credit Facilities Commitment Letter among Merrill Lynch Capital Corporation, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., dated June 6, 2006.

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SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 8, 2006	TRIBUNE COMPANY
	By:	/s/  CRANE H. KENNEY
		Name:	Crane H. Kenney
		Title:	Senior Vice President, General Counsel and Secretary

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Exhibit Index

(a)(1)(A)*	Offer to Purchase, dated May 30, 2006.
(a)(1)(B)*	Letter of Transmittal including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(C)*	Notice of Guaranteed Delivery.
(a)(1)(D)*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated May 30, 2006.
(a)(1)(E)*	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated May 30, 2006.
(a)(1)(F)	Press Release, dated May 30, 2006, incorporated by reference from Exhibit 99.1 to our Current Report on Form 8-K, dated May 30, 2006.
(a)(1)(G)*	Form of Summary Advertisement, dated May 30, 2006.
(a)(1)(H)*	Form of Letter From Tribune Company to Participants in the Tribune Company Employee Stock Purchase Plan, dated May 30, 2006.
(a)(1)(I)*	Form of Letter From Tribune Company to Participants in its Retirement Plans, dated May 30, 2006.
(a)(1)(J)*	Transcript of Conference Call on May 30, 2006.
(a)(2)	Not Applicable.
(a)(3)	Not Applicable.
(a)(4)	Not Applicable.
(a)(5)(A)**	Tribune Company Answers to Frequently Asked Questions on Major Share Repurchase, Financing and Plans to Improve Company Performance, made available to employees May 30, 2006.
(a)(5)(B)***	Employee Benefits Question and Answer Guide, Stock Repurchase Program—June 2006, made available on June 8, 2006.
(a)(5)(C)***	Press Release, dated June 8, 2006.
(b)*	Credit Facilities Commitment Letter between Tribune Company, Merrill Lynch Capital Corporation and Citigroup Global Markets Inc., dated May 26, 2006.
(b)(2)***	Amended and Restated Credit Facilities Commitment Letter among Merrill Lynch Capital Corporation, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., dated June 6, 2006.
(d)(1)*	Stock Purchase Agreement between Tribune Company and Robert R. McCormick Tribune Foundation, dated May 26, 2006.
(d)(2)*	Stock Purchase Agreement between Tribune Company and the Cantigny Foundation, dated May 26, 2006.
(d)(3)	Rights Agreement between Tribune Company and First Chicago Trust Company of New York, as Rights Agent, dated as of December 12, 1997, incorporated by reference from Exhibit 4.1 of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 1 to Current Report on Form 8-K dated December 12, 1997.
(d)(4)	Amendment No. 1, dated as of June 12, 2000, to the Rights Agreement between Tribune Company and First Chicago Trust Company of New York, as Rights Agent, incorporated by reference from Exhibit 4.1a of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 4.1 to Current Report on Form 8-K dated June 12, 2000.
(d)(5)	Tribune Company Supplemental Retirement Plan, as amended and restated January 1, 1989, incorporated by reference from Exhibit 10.1 of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.6 to Annual Report on Form 10-K as filed March 23, 1989.
(d)(6)	First Amendment to Tribune Company Supplemental Retirement Plan, effective January 1, 1994, incorporated by reference from Exhibit 10.1a of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.4b to Annual Report on Form 10-K as filed March 23, 1994.

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(d)(7)	Second Amendment to Tribune Company Supplemental Retirement Plan, effective October 24, 2000, incorporated by reference from Exhibit 10.1b of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.2b to Annual Report on Form 10-K as filed March 27, 2001.
(d)(8)	Tribune Company Directors' Deferred Compensation Plan, as amended and restated effective as of January 1, 2005, incorporated by reference from Exhibit 10.2 of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.2 to Current Report on Form 8-K dated December 22, 2005.
(d)(9)	The Times Mirror Company Deferred Compensation Plan for Non-Employee Directors, incorporated by reference from Exhibit 10.3 of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.7 to The Times Mirror Company's Annual Report on Form 10-K as filed March 29, 1995.
(d)(10)	Tribune Company Bonus Deferral Plan, as amended and restated as of January 1, 2005, incorporated by reference from Exhibit 10.4 of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.3 to Current Report on Form 8-K dated December 22, 2005.
(d)(11)	Tribune Company 1992 Long-Term Incentive Plan, effective as of April 29, 1992, as amended April 19, 1994, incorporated by reference from Exhibit 10.5 of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.11 to Annual Report on Form 10-K as filed March 22, 1995.
(d)(12)	First Amendment to Tribune Company 1992 Long-Term Incentive Plan, effective October 24, 2000, incorporated by reference from Exhibit 10.5a of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.6a to Annual Report on Form 10-K as filed March 27, 2001.
(d)(13)	Tribune Company Executive Financial Counseling Plan, effective October 19, 1988, as amended January 1, 1994, incorporated by reference from Exhibit 10.6 of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.13 to Annual Report on Form 10-K as filed March 23, 1994.
(d)(14)	Tribune Company Transitional Compensation Plan for Executive Employees, amended and restated effective as of January 1, 2005, incorporated by reference from Exhibit 10.7 of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.1 to Current Report on Form 8-K dated December 22, 2005.
(d)(15)	Tribune Company Supplemental Defined Contribution Plan, as amended and effective as of January 1, 2004, incorporated by reference from Exhibit 10.8 of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.8 to Annual Report on Form 10-K as filed March 4, 2005.
(d)(16)	Tribune Company Employee Stock Purchase Plan, as amended and restated July 27, 1999, incorporated by reference from Exhibit 10.9 of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.10 to Annual Report on Form 10-K as filed March 16, 2000.
(d)(17)	First Amendment to Tribune Company Employee Stock Purchase Plan, as amended and restated July 27, 1999, incorporated by reference from Exhibit 10.9a of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.10a to Quarterly Report on Form 10-Q for the quarter ended September 24, 2000.

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(d)(18)	Second Amendment to Tribune Company Employee Stock Purchase Plan, effective as of May 7, 2002, incorporated by reference from Exhibit 10.9b of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.8b to Annual Report on Form 10-K as filed March 12, 2003.
(d)(19)	Tribune Company 1995 Nonemployee Director Stock Option Plan, as amended and restated effective December 9, 2003, incorporated by reference from Exhibit 10.10 of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.9 to Annual Report on Form 10-K as filed February 27, 2004.
(d)(20)	Tribune Company 1996 Nonemployee Director Stock Compensation Plan, as amended and restated effective January 1, 2005, incorporated by reference from Exhibit 10.11 of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.4 to Current Report of Form 8-K dated December 22, 2005.
(d)(21)	Tribune Company Incentive Compensation Plan, as amended and restated effective May 12, 2004, incorporated by reference from Exhibit 10.12 of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 27, 2004.
(d)(22)	Form of Notice of Grant and Stock Option Term Sheet, incorporated by reference from Exhibit 10.12a of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.1 to Current Report on Form 8-K dated February 11, 2005.
(d)(23)	Form of Restricted Stock Unit Award Notice, incorporated by reference from Exhibit 10.12b of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.1 to Current Report on Form 8-K dated February 21, 2006.
(d)(24)	The Times Mirror Company 1997 Directors Stock Option Plan, incorporated by reference from Exhibit 10.13 of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.15 to The Times Mirror Company's Annual Report on Form 10-K as filed March 18, 1997.
(d)(25)	Limited Liability Company Agreement of TMCT, LLC, dated August 8, 1997, incorporated by reference from Exhibit 10.14 of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.1 to The Times Mirror Company's Current Report on Form 8-K dated August 8, 1997.
(d)(26)	Lease Agreement between TMCT, LLC and Times Mirror, dated August 8, 1997, incorporated by reference from Exhibit 10.15 of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.4 to The Times Mirror Company's Current Report on Form 8-K dated August 8, 1997.
(d)(27)	Amended and Restated Limited Liability Company Agreement of TMCT II, LLC, dated September 3, 1999, incorporated by reference from Exhibit 10.16 of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.1 to The Times Mirror Company's Current Report on Form 8-K dated September 3, 1999.
(d)(28)	First Amendment to Amended and Restated Limited Liability Agreement of TMCT II, LLC, dated as of August 14, 2000, incorporated by reference from Exhibit 10.16a of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.17a to Annual Report on Form 10-K as filed March 27, 2001.
(d)(29)	Second Amendment to Amended and Restated Limited Liability Agreement of TMCT II, LLC, dated as of August 1, 2002 incorporated by reference from Exhibit 10.16a of the Company's Form 10-K for the fiscal year ended December 25, 2005, as filed with the Securities and Exchange Commission on February 28, 2006, incorporating by reference from Exhibit 10.14b to Annual Report on Form 10-K as filed March 12, 2003.

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(g)	Not Applicable.
(h)	Not Applicable.

*

Previously filed on Schedule TO on May 30, 2006.

**

Previously filed on Amendment No. 1 to Schedule TO on May 31, 2006.

***

Filed herewith.

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QuickLinks

INTRODUCTION
SIGNATURE
Exhibit Index

EX-99.(A)(5)(B)

Exhibit (a)(5)(B)

Employee Benefits Question & Answer Guide Stock Repurchase Program—June 2006

Retirement Plans

Q1.

Does the tender offer affect the shares of Tribune common stock held in the retirement plans?

Yes. The tender offer to Tribune common stockholders is being made for up to 53 million shares of Tribune common stock, including shares held in the retirement plans.

Q2.

Does the tender offer apply to shares held in my ESOP account?

The tender offer applies to shares held in the Tribune Company Stock Fund in all retirement accounts, including your ESOP account balance, if any. If you elect for less than 100 percent of your stock to be tendered, the tendered shares will be transferred out of your retirement accounts on a pro-rata basis.

Q3.

Does the tender offer apply to shares I am acquiring through ongoing payroll deductions that are allocated to the Tribune Company Stock Fund in my retirement plan?

Yes, the percentage of shares you elect to tender will be based on shares in your account as of June 22, 2006.

Q4.

What will happen to the Tribune Stock Fund during the tender offer process?

The Tribune Stock Fund is open to normal activity (transfers, contributions, etc.) through 4 p.m., Eastern time, on Thursday, June 22, 2006—the day tender elections are due from participants in the retirement plans. Effective June 23, 2006, anyone who has made a tender election of any percentage of their account will have a "hold" placed on their stock account. No transactions or transfers will be allowed out of the stock account until the tender offer is settled which may be up to seven business days following the expiration of the tender offer period.

Once the tender offer is completed, shares that have been tendered will be sold and the proceeds transferred to the Vanguard Prime Money Market Institutional Fund. Shares that are not tendered will remain in the Tribune Stock Fund and the hold will be removed, allowing for future transactions and transfers.

Q5.

How much will be paid for shares of Tribune Company common stock that I elect to tender?

The "purchase price" will be determined by means of a modified "Dutch Auction." You elect what percentage of shares you would like to tender and at what price(s) between $28 and $32.50. A "purchase price" of between $28 and $32.50 will be determined after the tender closes.

Q6.

The letter and instruction form indicate proceeds from the sale of my shares will be invested in the Vanguard Prime Fund, what is that?

The Vanguard Prime Fund is the Vanguard Prime Money Market Institutional Fund which is one of the investment options available under Tribune's retirement plans.

Q7.

May I continue to request transactions out of the Tribune Stock Fund while the tender offer is being considered?

Yes. Until the freeze period begins at 4 p.m., Eastern time, on Thursday, June 22, 2006—the day tender elections are due from participants in the retirement plans (and again if the tender offer is extended, 4 p.m., Eastern time, on the date that is two business days prior to the expiration date of the tender offer), you may continue to make changes in your asset mix, including movement of assets out of the Tribune Stock Fund. If you submit instructions to tender your shares but you move all of your assets out of the Tribune Stock Fund before Thursday, June 22, 2006, your tender instructions will be disregarded.

Q8.

What happens if I tender my shares and the tender offer is successful?

If your tender price or prices (as adjusted, see below) is equal to or less than the purchase price, the percentage of shares you elect to tender at those prices will (subject to proration, see Q39 below) be purchased by the company at the purchase price determined in the tender offer. Cash proceeds from the sale of your shares will be invested in the Vanguard Prime Money Market Institutional Fund in your retirement account.

Important Retirement Plan provision: Under the Employee Retirement Income Security Act of 1974 (ERISA), a retirement plan cannot sell shares of stock to an employer at less than the prevailing market price. This means that the closing price of Tribune common stock on the date the tender offer expires may impact your election.

EXAMPLE: If the stock closes at $30.13 on June 26, 2006 (the scheduled tender offer expiration date), all tender elections in the retirement plan at $30 or less will be increased to $30.25 (the closest tender price higher than the market price). Assuming you elected to tender shares at $29, your election would be adjusted to $30.25 under this provision. If the purchase price under the tender offer is less than $30.25 you will not have any shares tendered due to the adjusted tender price.

If your tender price (or "adjusted" tender price) is higher than the purchase price—or if Tribune shares are trading at a price above $32.50 on the date the tender offer expires, your shares will not be surrendered for cash and will remain as they're currently invested.

After the freeze period ends, log on to www.yourretirementbenefits.net/tribune or call the Hewitt Retirement Center at 800/872-2222, then select option 1 to review your account or rebalance your asset mix.

Q9.

What if I do not tender my shares and the tender offer is successful?

Your shares will remain as they are currently invested.

Q10.

If the tender offer is successful and the proceeds from the sale of my stock are invested in the Vanguard Prime Money Market Institutional Fund, how soon can I move these proceeds to another fund?

Once the proceeds are invested in your account you may request transactions by either logging on to www.yourretirementbenefits.net/tribune or by calling the Hewitt Retirement Center at 800/872-2222, then selecting option 1.

Q11.

What will happen to my tendered shares if the tender offer is not successful?

Your shares will not be surrendered for cash and will remain as currently invested.

Q12.

Whom do I call if I have additional questions?

Contact Georgeson Shareholder Communications, Inc. the information agent for the tender offer, at 866/767-8963 with any questions about the terms and conditions of the tender offer or how to tender your plan shares. The Hewitt Retirement Center can assist you with questions regarding the retirement plans as well at 800/872-2222, then select option 1.

Q13.

Can I get a check for the proceeds if I sell shares of stock from my retirement plan under the tender offer?

No. The sale proceeds will be invested in the Vanguard Prime Money Market Institutional Fund.

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Q14.

Are there tax consequences to selling shares of stock through this offer?

Because tender offer proceeds will be held in your account, they will not be subject to current income taxes. However, there may be tax consequences if you tender shares that are held by the ESOP on the subsequent distribution of your ESOP account. You should consult with a financial or tax advisor before making your decision.

Q15.

I'm a beneficiary of my deceased spouse's retirement plan. Can I tender shares through this offer?

Yes.

Q16.

I have shares in the Tribune Employee Stock Purchase Plan (ESPP) and the retirement plan, do I need to submit separate election forms?

Yes.

Q17.

How long do I have before I must make a decision?

You must make your election and mail it in so that the Trustee receives it no later than 5:00 p.m., Eastern time, on June 22, 2006.

Q18.

Can I move my entire account balance to the Tribune Stock Fund and then tender the shares in that account during the tender offer?

Yes.

Q19.

Can I tender just my 401(k) shares and not my ESOP shares?

No. Shares in both your 401(k) and ESOP accounts will be sold according to the same percentage you indicated on your election form.

Q20.

Why would I want to tender shares at a maximum of $32.50 when they were purchased through the 401(k) plan at a much higher price?

The tender offer is designed to assist shareholders who are interested in tendering their Tribune stock now. Before you make your decision, you should consider consulting with a financial advisor.

Q21.

How will I know if Tribune has purchased my tendered retirement plan shares and when will my retirement plan account be updated to reflect shares that are tendered and purchased?

The purchase will be reflected in your account as an exchange of the tendered shares, with the proceeds going into the Vanguard Prime Money Market Institutional Fund. You will receive a confirmation statement in the mail 5 to 7 days after this exchange takes place. The statement you receive will indicate the number of shares purchased, the price you received for those shares, and the market value of those shares.

Q22.

How many shares may I tender?

You may tender equivalent shares of Tribune common stock allocated to your account as of June 22, 2006—the day the tender elections are due from participants in the retirement plans (unless the tender offer period is extended). The number of equivalent shares held in your account is calculated by dividing the value of your account allocated to the Tribune Stock Fund by the closing price of Tribune's common stock on the New York Stock Exchange on the last day of the tender offer period.

Q23.

How can I find out how many shares I have in my 401(k) account?

Contact the Hewitt Retirement Center at 800/872-2222, then select option 1, or visit www.yourretirementbenefits.net/tribune.

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Employee Stock Purchase Plan (ESPP)

Q24.

Can I tender shares under the ESPP?

Yes. You will receive a separate instruction packet in the mail.

Q25.

Will I be subject to any penalties if I tender ESPP shares?

If you tender shares that you have not held for at least two years, this will be considered a "disqualified disposition" for tax purposes. The 15 percent discount is recognized and taxed as ordinary income and will be included on your 2006 W-2. We encourage employees to discuss the tender offer with a tax advisor.

Q26.

Can I pick which shares I tender under the ESPP?

No. Based on your election, the Plan Administrator will tender shares on a First In/First Out basis.

Q27.

Is there a fee for tendering ESPP shares in the tender offer?

No.

Q28.

Who can I call with more ESPP questions?

Contact Georgeson Shareholder Communications, Inc. the information agent for the tender offer, at 866/767-8963 with any questions about the terms and conditions of the tender offer or how to tender your shares. You may also call Computershare, the ESPP plan administrator, at 866/571-2091

Other Stock Plans

Q29.

Can I tender stock options?

No, but employees who hold vested, unexercised stock options may exercise those options in accordance with their terms and then tender the newly acquired shares in the tender offer. You should evaluate this alternative carefully to determine if it would be advantageous based on, among other things, the stock option exercise price, the date of the stock option grant and the years left to exercise the options, the range of tender prices and the provisions for pro rata purchases by the Company as described in the tender offer document. Before you make your decision, you should consider consulting with a financial advisor.

Q30.

Can I tender unvested restricted stock or unvested restricted stock units?

No, because of restrictions imposed on these shares and units.

General

Q31.

Which documents will I receive regarding the tender offer and what is the purpose of each?

•

Offer to Purchase, dated May 30, 2006.  This document, together with the letter of transmittal, describes all of the terms and conditions of the tender offer.

•

Letter of Transmittal.  This document is part of the tender offer. However, it must be filled out by the Trustee, not by you. If you hold shares outside of the retirement plans, then you may need to use the letter of transmittal to tender those shares. The letter of transmittal contains instructions on how to complete and sign it in order to properly tender those shares.

•

Letters to Retirement Plan and ESPP Plan Participants and Instruction/Election Forms.  If you decide to tender some or all of your shares, you must complete, sign and mail, or otherwise transmit, the appropriate election form or forms to the Trustee or Plan Administrator, as

4

appropriate, in the enclosed pre-addressed envelopes if you wish to tender some or all of your retirement plan or ESPP shares. The completed election forms must be received by the Trustee or Plan Administrator by 5:00 p.m., Eastern time, on June 22, 2006 (unless the offer is extended, in which case the deadline for receipt of your instruction form will be extended until 5:00 p.m. on the date that is two (2) New York Stock exchange trading days before the new expiration date).

•

Reply Envelope(s).  A. If you decide to tender some or all of your shares, use these pre-addressed envelope(s) to mail the completed instruction form(s) to the Trustee or Plan Administrator, as appropriate.

Q32.

How do I fill out the election form for the retirement plan shares?

When you fill out the retirement plan election form, you must first choose from numbers 1-3 which list your choices to tender. If your selection is #1 (I do not want to tender shares), you do not need to complete the form. If you choose, you may mark box #1, sign, date and mail the form in the return envelope. However, since the default if no form is submitted is "do not tender," it is not necessary to complete a form.

If you select #2 or #3, which provides for a tender election (#2 for all shares, #3 for a specific percentage of your shares), you then MUST select either #4 or #5 to tell the company the price at which you would be willing to tender.

If you select #4, you are saying you want to take the tender price no matter what it is (subject to the retirement plan adjustment as described in question 8 above).

If you want to select a price or prices, you must complete #5 and select the percentage of your shares you would be willing to tender at each price. For example, if you elected to tender all of your shares (#2) you could say, I am willing to tender 50% of them at the price of $29.50, but I want to hold out on the remaining 50% of my shares for a price of $32.00. In this case, you would place 50% next to the $29.50 price and 50% next to the $32.00 price. Since you are electing to tender all of your shares, the total must equal 100%.

If you elect #3 and indicate a percentage less than 100%, then the total percentage you elect in #5 must equal the percentage in #3. For example, if you elected to tender 50% of your shares in #3 you could say, I am willing to tender 50% of them at the price of $29.50, but I want to hold out on the remaining 50% of my shares for a price of $32.00. In this case, you would place 25% next to the $29.50 price and 25% next to the $32.00 price. Since you are electing to tender 50% of your shares, the total must equal 50%.

Make sure to mail the retirement plan instructions to the Northern Trust Company in the envelope provided in sufficient time so that it is received by 5 p.m., Eastern time, on June 22, 2006 (unless the offer is extended, in which case the deadline for receipt of your instruction form will be extended until 5:00 p.m. on the date that is two (2) New York Stock exchange trading days before the new expiration date).

Q33.

How do I fill out the form for the ESPP shares?

The election form for the ESPP is different than the election form for the retirement plans.

When you fill out the form, you must first choose from numbers 1-3 which list your choices to tender. If your selection is #1 (I do not want to tender shares) you do not need to complete the form. If you choose, you may mark box #1, sign, date and mail the form in the return envelope. However, since the default if no form is submitted is "do not tender", it is not necessary to complete a form.

5

If you select #2 or #3, which provides for a tender election (#2 for all shares, #3 for a specific percentage of your shares), you then MUST select either #4 or #5 to tell the company the price at which you would be willing to tender.

If you select #4, you are saying you want to take the tender price no matter what it is.

If you want to select a price, you must complete #5 and select the price at which you would like to tender the shares elected in either #2 or #3.

If you want to tender shares at different prices, you must complete additional forms for each price. For example, if you would like to tender 50% of your at the price of $29.50 you would elect 50% in #3 and select $29.50 under #5. If you wanted to tender and additional 25% of your shares at $32.00, you would complete a separate form electing 25% under #3 and electing $32.00 under #5.

The ESPP form includes 2 additional boxes not appearing on the Retirement Plan form.

Box #6 should be marked if you are submitting more than one election form. This is the case if you are choosing more than one price.

Box #7 allows you to select a minimum number of shares to be purchased. As the company may be purchasing only a portion of the shares at a certain price, this allows you to indicate the minimum number of shares to purchase in the event of a pro-rata purchase. You do not need to complete this box unless you want to declare a minimum.

Make sure to mail the ESPP election to Computershare in the envelope provided in sufficient time so that it is received by 5 p.m., Eastern time, on June 22, 2006 (unless the offer is extended, in which case the deadline for receipt of your instruction form will be extended until 5:00 p.m. on the date that is two (2) New York Stock Exchange trading days before the new expiration date).

Q34.

Why must I direct the amount of shares to sell by percentage, rather than a set number of shares?

A percentage designation allows the Trustee or Plan Administrator to take into account transactions involving shares that might be affected after you complete and send your instruction form to the Trustee or Plan Administrator, such as additional contributions, exchanges or distributions of shares. The percentage designation allows the Trustee or Plan Administrator to tender your shares based on the actual number of shares in your account as of the tender date.

Q35.

What if I have shares in my account AND hold shares outside of my account?

If you have shares in one of the retirement plans and also own other shares (either in your possession or held by a bank or brokerage firm, or otherwise) outside of your account, you will receive two or more sets of tender offer materials. You should be careful to follow the different instructions that apply for tendering each kind of shares.

Q36.

Who will know whether I tendered my shares?

Your directions to the Trustee will be kept confidential.

Q37.

Can I change my mind and direct the Trustee or Plan Administrator to withdraw shares that I previously instructed them to tender?

Yes, by completing the following steps:

•

You must send a written "notice of withdrawal" to the Trustee or Plan Administrator.



•

For retirement plan shares you may fax your notice to the Trustee's tabulation agent, Ellen Philip Associates, at: 212/645-8046. For ESPP shares you may fax your notice of withdrawal to Computershare at: 781/380-3388

6

•

The notice of withdrawal must (i) be signed by you in the same manner as the original election form was signed, (ii) include your name and Social Security Number and (iii) state that you are directing the Trustee or Plan Administrator to withdraw shares that you previously directed the Trustee or Plan Administrator to tender on your behalf.



•

The Trustee or Plan Administrator must receive the notice of withdrawal before 5:00 p.m., Eastern Time, on June 22, 2006 (unless the tender offer is extended, no later than 5:00 p.m., Eastern Time, on the date that is two (2) New York Stock Exchange trading days before the rescheduled expiration date).

Q38.

Can I direct the Trustee or Plan Administrator to re-tender my shares?

Yes. If, after directing the Trustee or Plan Administrator to withdraw your previously tendered shares, you wish to re-tender some or all of the same shares, you must complete another instruction form and return it to the Trustee or Plan Administrator by 5:00 p.m., Eastern time, on June 22, 2006 (unless the offer is extended, in which case the deadline for receipt of your instruction form will be extended until 5:00 p.m. on the date that is two (2) New York Stock exchange trading days before the new expiration date).

Q39.

Will Tribune purchase all shares that I direct the Trustee or Plan Administrator to tender?

It depends on the total number of shares tendered by all stockholders at or below the purchase price, and the price (or prices) at which you direct the Trustee or Plan Administrator to tender your shares.

•

If you tender your shares at a price above the purchase price determined by Tribune according to the tender offer, Tribune will not purchase your shares.



•

If you tender your shares at or below the purchase price or you instruct to tender your shares at whatever purchase price Tribune determines, then Tribune will purchase your shares according to the tender offer.



•

Because of the "odd lot" priority, proration and conditional tender provisions described in the offer to purchase, Tribune may not purchase all of the shares that you tender at or below the purchase price. See Sections 1 and 6 of the offer to purchase for a description of how the proration process works and for a description of the "odd lot" preference and conditional tenders. In addition, tenders of retirement plan shares may be impacted by the closing price of Tribune common stock on the date the tender offer expires. See Q8 above.



•

Shares held in your account that are tendered, but not purchased by Tribune, will remain in your account.

Q40.

Who do I call if I did not receive instructions in the mail regarding my Tribune holdings?

•

For shares you own outright: Georgeson Shareholder Communications—866/767-8963; or your broker if you hold shares in a brokerage account.

•

For shares held in the retirement plans: Hewitt Retirement Center—800/872-2222 (option #1)

•

For shares held in the Employee Stock Purchase Plan: Computershare—866/571-2091

7

EX-99.(A)(5)(C)

Exhibit (a)(5)(C)

Tribune Company
435 North Michigan Avenue
Chicago, IL 60611 [TRIBUNE LOGO] Corporate Relations Department
312/222-3238
FAX: 312/222-1573

PRESS RELEASE

TRIBUNE COMPANY STATEMENT

CHICAGO, June 8, 2006—Tribune Company (NYSE:TRB) today issued the following statement regarding the company's recently announced share repurchase program, on-going business strategy and plans for growth:

"Tribune's recently announced tender offer was approved by a clear majority of its board of directors as being in the best interests of all shareholders. As disclosed in our filing with the SEC, the board made this decision after considering a broad range of alternatives and the company is proceeding expeditiously with the tender offer, which will conclude on June 26.

"This tender offer allows the company to return value to shareholders who may be seeking some liquidity, and supports our long-term strategy to grow revenue at our newspapers and television stations, expand our interactive businesses and divest non-core assets.

"As has been our long-standing policy, we will continue to decline comment on private board discussions."

TRIBUNE (NYSE:TRB) is one of the country's top media companies, operating businesses in publishing and broadcasting. It reaches more than 80 percent of U.S. households and is the only media organization with newspapers, television stations and websites in the nation's top three markets. In publishing, Tribune operates 11 leading daily newspapers including the Los Angeles Times, Chicago Tribune and Newsday, plus a wide range of targeted publications. The company's broadcasting group operates 26 television stations, Superstation WGN on national cable, Chicago's WGN-AM and the Chicago Cubs baseball team. Popular news and information websites complement Tribune's print and broadcast properties and extend the company's nationwide audience.

MEDIA CONTACTS:
Gary Weitman
VP/Corporate Communications
Tribune Company
312/222-3394 (Office)
312/222-1573 (Fax)
gweitman@tribune.com INVESTOR CONTACT:
Ruthellyn Musil
SVP/Corporate Relations
Tribune Company
312/222-3787 (Office)
312/222-1573 (Fax)
rmusil@tribune.com

EX-99.(B)(2)

QuickLinks -- Click here to rapidly navigate through this document

Exhibit b(2)

        [EXECUTION COPY]

MERRILL LYNCH CAPITAL
CORPORATION
4 World Financial Center
New York, NY 10080 CITIGROUP GLOBAL
MARKETS INC.
390 Greenwich Street
New York, NY 10013 J.P. MORGAN
SECURITIES INC.
270 Park Avenue
New York, NY 10017

        June 6, 2006

Tribune Company
435 North Michigan Avenue, 6^th Floor
Chicago, Illinois 60611

Attention: Don Grenesko
Senior Vice President, Finance and Administration

Re:

Project Tower—Amended and Restated
Credit Facilities Commitment Letter

Ladies and Gentlemen:

        This Amended and Restated Credit Facilities Commitment Letter amends and restates in its entirety the Credit Facilities Commitment Letter, dated May 26, 2006, among Tribune Company ("you" or "Borrower"), Merrill Lynch Capital Corporation ("Merrill Lynch") and Citigroup Global Markets Inc. ("CGMI") on behalf of Citigroup (as defined below). References to such Credit Facilities Commitment Letter (including such references thereto as simply the "Commitment Letter") made on or after the date hereof shall refer to such letter as amended and restated hereby (as so amended and restated, this "Commitment Letter").

        You have advised Merrill Lynch, CGMI on behalf of Citigroup (as defined below), and J.P. Morgan Securities Inc. ("JPM") that (i) you intend to repurchase certain shares of your capital stock (the "Stock Repurchase") and refinance certain of your existing indebtedness (the "Refinancing"); and (ii) the sources and uses of the funds necessary to consummate the Stock Repurchase, the Refinancing and the other transactions contemplated hereby are set forth on Annex I to this Commitment Letter. For purposes of this Commitment Letter, (i) "Citigroup" means CGMI, Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as they may deem appropriate to consummate the transactions contemplated herein and (ii) "JPMorgan" means JPM, JPMorgan Chase Bank, National Association and/or any of their affiliates as they may deem appropriate to consummate the transactions contemplated herein.

        In addition, you have advised Merrill Lynch, Citigroup and JPMorgan (collectively, the "Initial Lenders") that in connection with the Stock Repurchase and the Refinancing, Borrower will enter into senior credit facilities in the amount of up to $4.4 billion (the "Credit Facilities") which shall consist of (i) a term loan facility in an amount of up to $1.5 billion (the "Term Loan Facility"), (ii) a revolving credit facility in an amount of up to $750 million (the "Revolving Facility" and, together with the Term Loan Facility, the "Five-Year Facilities") and (iii) a 364-day term loan facility in an amount of up to $2.15 billion (the "364-Day Facility").

        The Stock Repurchase, the Refinancing, the execution and delivery of the Credit Facilities and the other transactions contemplated hereby and thereby are referred to as the "Transactions".

        You have requested that the Initial Lenders commit to provide the Credit Facilities to finance a portion of the Stock Repurchase and the Refinancing and to pay certain related fees and expenses.

        Accordingly, subject to the terms and conditions set forth below, the Initial Lenders hereby agree with you as follows:

        1.    Commitment; Engagement.    Merrill Lynch hereby commits to provide to Borrower 1/3^rd of the Five-Year Facilities and 45% of the 364-Day Facility, Citigroup hereby commits to provide to Borrower 1/3^rd of the Five-Year Facilities and 45% of the 364-Day Facility and JPMorgan hereby commits to provide to Borrower 1/3^rd of the Five-Year Facilities and 10% of the 364-Day Facility, in the case of each of Merrill Lynch, Citigroup and JPMorgan, upon the terms and subject to the conditions (i) set forth or referred to herein, (ii) in the Credit Facilities Summary of Terms and Conditions attached hereto (and incorporated by reference herein) as Exhibit A (the "Term Sheet"), and (iii) in the confidential Amended and Restated Fee Letter (the "Fee Letter") dated the date hereof, among Merrill Lynch, Citigroup, JPMorgan and you. The commitments of the Initial Lenders hereunder are subject to the negotiation, execution and delivery of definitive documents governing the Credit

Facilities (together, the "Credit Documents") reflecting substantially the terms and conditions set forth herein and in the Term Sheet and the Fee Letter and otherwise mutually agreed upon.

        Subject to the provisions set forth in this Commitment Letter, you hereby retain Merrill Lynch and Citigroup, or one or more of their affiliates, as, and Merrill Lynch and Citigroup, and/or such of their affiliates shall have the right (but not the obligation) to be, the joint lead underwriters and book runners, placement agents or initial purchasers (in each case together with any "qualified independent underwriter" selected by Merrill Lynch and Citigroup, and reasonably satisfactory to you, if required) in connection with the issuance of the Notes or any other securities (including equity securities) used to refinance (in whole or in part) the 364-Day Facility (each as defined in the Term Sheet). Any offering, issuance or sale of securities described in this paragraph (other than the Credit Facilities) shall be referred to herein as a "Financing Transaction".

        Notwithstanding anything herein to the contrary, the foregoing paragraph is not intended to and does not create any commitment by or on behalf of Merrill Lynch or Citigroup, or any of their affiliates to act as underwriters, book runners, placement agents or initial purchasers in connection with any Financing Transaction (or any other incurrence of debt or offering or sale of any securities); it being agreed that no obligation of Merrill Lynch or Citigroup or any of their affiliates shall exist with respect to underwriting or participating in any incurrence of debt or offering of debt or equity securities unless and until Merrill Lynch and Citigroup or one or more of their affiliates, as the case may be, and the relevant issuer have entered into Merrill Lynch and Citigroup's customary underwriting or securities purchase agreement, as the case may be, and other customary documentation with respect thereto, and then only in accordance with such documentation.

        2.    Syndication.    The Initial Lenders reserve the right and intend, prior to or after the execution of the Credit Documents, to syndicate all or a portion of their respective commitments to one or more financial institutions (together with the Initial Lenders, the "Lenders"). Upon the issuance by any additional Lender of its commitment with respect to the Credit Facilities, each of the Initial Lenders' commitments with respect to the Credit Facilities shall be reduced by an equal amount. The commitments of the Initial Lenders hereunder are several and not joint, and are subject to Merrill Lynch, Citigroup and JPMorgan (or one or more of their affiliates) acting as joint lead arrangers and bookrunners (the "Lead Arrangers") of, and an affiliate of CGMI acting as sole and exclusive administrative agent (the "Administrative Agent") for, the Credit Facilities. The Lead Arrangers (or one or more of their respective affiliates) will manage all aspects of the syndication in consultation with you, including decisions as to the selection of potential Lenders to be approached and when they will be approached, when their commitments will be accepted, which Lenders will participate and the final allocations of the commitments among the Lenders (which are likely not to be pro rata across facilities among Lenders). The Lead Arrangers will exclusively perform all functions and exercise all authority as customarily performed and exercised in such capacities, including selecting one law firm as counsel for the Lead Arrangers and negotiating the Credit Documents. Any agent or arranger titles (including co-agents) awarded to other Lenders are subject to the prior approval of the Lead Arrangers (such approval not to be unreasonably withheld or delayed) and shall not entail any role with respect to the matters referred to in this paragraph without the prior consent of the Lead Arrangers (such consent not to be unreasonably withheld or delayed). You agree that, without the consent of the Initial Lenders, the Borrower shall not pay to any Lender (other than any of the Initial Lenders) any compensation outside the terms contained herein and in the Fee Letter in order to obtain its commitment to participate in the Credit Facilities.

        You understand that the Lead Arrangers intend to commence the syndication of the Credit Facilities promptly, and you agree actively to assist them in achieving a timely syndication that is mutually satisfactory to the Lead Arrangers and the Borrower. The syndication efforts will be accomplished by a variety of means, including direct contact during the syndication between senior management, advisors and affiliates of Borrower on the one hand and the proposed Lenders on the other hand, and Borrower hosting, with the Lead Arrangers, at least one meeting with prospective Lenders at such times and places as the Lead Arrangers may reasonably request. You agree, upon the reasonable request of the Lead Arrangers, to use commercially reasonable efforts to (a) provide, and cause your affiliates and advisors to provide to the Lead Arrangers all information relating to the Borrower and its subsidiaries reasonably deemed necessary by them, as and when such information becomes available, to successfully complete the primary syndication of the Credit Facilities, including the Information and Projections (including updated projections) contemplated hereby, (b) assist, and cause your affiliates and advisors to assist, the Lead Arrangers in the preparation of a Confidential Information Memorandum within seven days following the launch of the tender offer in connection with the Stock Repurchase and other reasonably necessary marketing materials (the contents of which, except to the extent relating to any Lead Arranger or its affiliates, you shall be solely responsible for) to be used in connection with the primary syndication of the Credit Facilities and

2

(c) obtain, at your expense, a monitored public rating of the Credit Facilities from each of Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's, a division of the McGraw Hill Companies ("S&P"). You also agree to use your commercially reasonable efforts to ensure that the syndication efforts of the Lead Arrangers benefit materially from your (and your affiliates') existing lending relationships. You further agree to afford the Lead Arrangers and their affiliates a period following the date hereof through the later to occur of (a) June 26, 2006 and (b) the date of termination of the Borrower's tender offer in connection with the Stock Repurchase, to syndicate the Credit Facilities.

        3.    Fees.    As consideration for the commitments of the Initial Lenders hereunder, you agree to pay to them when due the fees as set forth in the Fee Letter.

        4.    Conditions.    The Initial Lenders' commitments hereunder are subject to the conditions set forth elsewhere herein and in Annex II to this Commitment Letter and your compliance with your agreements in this Commitment Letter and the Fee Letter in all material respects. The Initial Lenders' commitments hereunder are also subject to:

        (a)   the preparation, execution and delivery of mutually satisfactory definitive documentation with respect to the Credit Facilities (including credit agreements and guarantees) incorporating the terms outlined in this Commitment Letter and in the Term Sheet and otherwise reasonably satisfactory to the Initial Lenders and the Borrower;

        (b)   the Initial Lenders and their respective affiliates shall be satisfied that, after the date hereof and until the syndication of the Credit Facilities has been completed (as determined by them), none of the Borrower or any of its subsidiaries shall have offered, placed, arranged or issued, or engaged in discussions concerning the offering, placement, arrangement or issuance of, any debt facility or debt security (including any renewal or refinancing of and increase of commitments under existing facilities or securities) prior to or during the primary syndication of the Credit Facilities, without the prior written consent of the Lead Arrangers, other than the Credit Facilities and any securities offered, issued or sold in connection with a Financing Transaction as contemplated hereby; and

        (c)   any event or condition has occurred or become known that in the judgment of the Initial Lenders has had or could reasonably be expected to have a material adverse effect on the business, operations or financial condition of Borrower and its subsidiaries taken as a whole (after giving effect to the Transactions) since December 25, 2005 (a "Material Adverse Change").

        5.    Information and Investigations.    You hereby represent and warrant that (a) all information and data (excluding financial projections and information of a general economic or industry-specific nature) that have been or will be made available by you or any of your representatives or advisors to the Initial Lenders, the Lead Arrangers or any Lender (whether prior to or on or after the date hereof) in connection with the Transactions, taken as a whole (the "Information"), is and will be complete and correct in all material respects and does not and will not, taken as a whole, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made, and (b) all financial projections concerning Borrower and its subsidiaries and the transactions contemplated hereby (the "Projections") that have been made or will be prepared by or on behalf of you or any of your representatives or advisors and that have been or will be made available to the Initial Lenders, the Lead Arrangers or any Lender in connection with the transactions contemplated hereby have been or in the case of projections made after the date hereof, will be, prepared in good faith based upon assumptions that you reasonably believe to have been reasonable at the time made (it being understood that any such projections are subject to significant uncertainties and contingencies, many of which are beyond your control, and that no assurance can be given that such projections will be realized and that actual results may differ from such projections and such differences may be material). You agree to use commercially reasonable efforts to supplement the Information and the Projections from time to time until the Closing Date and, if requested by the Lead Arrangers, for a reasonable period thereafter necessary to complete the syndication of the Credit Facilities so that the representation and warranty in the preceding sentence remains correct in all material respects. In syndicating the Credit Facilities the Lead Arrangers will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent check or verification thereof.

        You hereby acknowledge that (a) the Lead Arrangers will make available Information and Projections to the proposed syndicate of Lenders on a confidential basis through posting on IntraLinks or another similar electronic system and (b) certain of the proposed Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to

3

receive material non-public information with respect to Borrower, its affiliates or any securities thereof ("Material Non-Public Information")) (each, a "Public Lender"). You hereby agree that (a) you will use commercially reasonable efforts to identify that portion of the Information and Projections that may be distributed to the Public Lenders and include a reasonably detailed term sheet in such Information and that all of the foregoing that is to be made available to Public Lenders shall be clearly and conspicuously marked "PUBLIC"; (b) by marking materials "PUBLIC," you shall be deemed to have authorized the Lead Arrangers and the proposed Lenders to treat such materials as not containing any Material Non-Public Information, it being understood that certain of such materials may be subject to the confidentiality requirements of the definitive credit documentation; (c) all materials marked "PUBLIC" are permitted to be made available by electronic means designated for "Public Lenders;" and (d) the Lead Arrangers shall be entitled to treat any materials that are not marked "PUBLIC" as being suitable only for posting by confidential electronic means not designated for "Public Lenders."

        6.    Indemnification.    You agree to indemnify and hold harmless each Initial Lender, each Lead Arranger, each other Lender and their respective affiliates, and each such person's respective officers, directors, employees, agents and controlling persons (each Initial Lender, each Lead Arranger and each such other person being an "Indemnified Party") from and against any and all losses, claims, damages, costs, expenses and liabilities, joint or several, to which any Indemnified Party may become subject under any applicable law, or otherwise related to or arising out of or in connection with this Commitment Letter, the Fee Letter, the Term Sheet, the Credit Facilities, the loans thereunder and the use of proceeds therefrom, any of the Transactions or any related transaction and the performance by any Indemnified Party of the services contemplated hereby, and will reimburse each Indemnified Party for any and all reasonable and documented expenses (including reasonable and documented counsel fees and expenses) as they are incurred in connection with the investigation of or preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by or on behalf of you or any of your subsidiaries and whether or not any of the Transactions are consummated or this Commitment Letter is terminated, except to the extent determined by a final judgment of a court of competent jurisdiction to have resulted solely from such Indemnified Party's bad faith, gross negligence or willful misconduct. No party hereto nor any of its affiliates or subsidiaries shall be liable to any other party hereto or any of its subsidiaries or affiliates on any theory of liability for any special, indirect, consequential, punitive or exemplary damages in connection in any way with this Commitment Letter, the Fee Letter, the Term Sheet, the Credit Facilities, the loans thereunder and the use of proceeds therefrom, any of the Transactions or any related transaction or the performance by any party hereto or any of its subsidiaries, or affiliates, its obligations hereunder or under the Credit Facilities. Notwithstanding any other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages arising from the use by others of information or other materials obtained through electronic telecommunications or other information transmission systems, except to the extent determined by a final judgment of a court of competent jurisdiction to have resulted solely from such Indemnified Party's bad faith, gross negligence or willful misconduct.

        You agree that, without the prior written consent of the Lead Arrangers (not to be unreasonably withheld), neither you nor any of your affiliates or subsidiaries will settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification has been or could be sought under the indemnification provisions hereof (whether or not any other Indemnified Party is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent (i) includes an unconditional written release in form and substance reasonably satisfactory to the Lead Arrangers of each Indemnified Party from all liability arising out of such claim, action or proceeding and (ii) does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnified Party.

        7.    Expenses.    You agree to reimburse the Initial Lenders and their affiliates for their reasonable, documented, out-of-pocket expenses promptly following their request made from time to time (including, without limitation, all reasonable due diligence investigation expenses, fees of consultants engaged with your consent (not to be unreasonably withheld), syndication expenses (including printing, distribution, and bank meetings), travel expenses, duplication fees and expenses, search fees, filing and recording fees and the reasonable, documented fees, disbursements and other charges of one legal counsel (which may be Mayer, Brown, Rowe & Maw LLP) and any sales, use or similar taxes (and any additions to such taxes) related to any of the foregoing) incurred in connection with the negotiation, preparation, execution and delivery, waiver or modification, collection and enforcement of this Commitment Letter, the Term Sheet, the Fee Letter and the Credit Documents and the security arrangements (if any) in connection therewith, and whether or not such fees and expenses are incurred

4

before or after the date hereof or any loan documentation is entered into or the Transactions are consummated or any extensions of credit are made under the Credit Facilities or this Commitment Letter is terminated or expires; provided that such payment or reimbursement obligation with respect to legal counsel shall include only the reasonable fees and expenses of one legal counsel (which may be Mayer, Brown, Rowe & Maw LLP).

        8.    Confidentiality.    This Commitment Letter, the Term Sheet, the contents of any of the foregoing and the Initial Lenders' and/or their affiliates' activities pursuant hereto or thereto are confidential and shall not be disclosed by or on behalf of you or any of your subsidiaries to any person without the prior written consent of the Initial Lenders, except that you may (i) disclose this Commitment Letter, the Fee Letter and the Term Sheet to your officers, directors, employees and advisors, and then only in connection with the Transactions and on a confidential need-to-know basis, (ii) file a copy of any portion of this Commitment Letter (but not the Fee Letter) and the Term Sheet in any public record in which it is required by law to be filed and (iii) make any other disclosure as you are required to make by applicable law or compulsory legal process (based on the advice of legal counsel); provided, however, that in the event of any such compulsory legal process you agree, to the extent permitted by applicable law, to give the Lead Arrangers prompt notice thereof and to cooperate, at the Lead Arrangers' expense, with the Initial Lenders in securing a protective order in the event of compulsory disclosure. You agree that you will use commercially reasonable efforts to permit the Initial Lenders to review and approve any reference to any of the Initial Lenders or any of their affiliates in connection with the Credit Facilities or the transactions contemplated hereby contained in any press release or similar public disclosure prior to public release. Subject to the terms of the next succeeding paragraph, you agree that the Initial Lenders and their affiliates may share information concerning you and your subsidiaries and affiliates among themselves solely in connection with the performance of their services hereunder and the evaluation and consummation of financings and Transactions contemplated hereby. You also acknowledge that the Initial Lenders or their affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to parties whose interests may conflict with yours. The Initial Lenders agree that they will not furnish confidential information obtained from you to any of their other customers and that they will treat confidential information relating to you and your affiliates with the same degree of care as they treat their own confidential information. The Initial Lenders further advise you that they and their affiliates will not make available to you confidential information that they have obtained or may obtain from any other customer.

        Each Lead Arranger agrees to maintain the confidentiality of the Confidential Information (as defined below), except that Confidential Information may be disclosed (a) to its and its affiliates' partners, directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and agree to keep such Confidential Information confidential), (b) to the extent requested or required by any state, Federal or foreign authority or examiner regulating such Lead Arranger, (c) to the extent required by applicable law, rule or regulation or by any subpoena or similar legal process, (d) in connection with any litigation or legal proceeding relating to this Commitment Letter or the Fee Letter or any other documentation in connection therewith or the enforcement of rights hereunder or thereunder or to which such Lead Arranger or any of its affiliates may be a party, (e) to any prospective Lender (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and agree to keep such Confidential Information confidential to the same extent as required of each of the Lead Arrangers hereinabove and below), (f) with the consent of the Borrower, (g) to any rating agency when required by such rating agency or (h) to the extent such Confidential Information (i) becomes publicly available other than as a result of a breach of this paragraph or (ii) becomes available to such Lead Arranger on a nonconfidential basis from a source other than the Borrower or any of its subsidiaries, officers, directors, employees or advisors. For the purposes of this paragraph, "Confidential Information" means all information received from the Borrower or any of its subsidiaries, officers, directors, employees or advisors relating to the Borrower or its businesses, other than any such information that is available to the Lead Arrangers on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after May 26, 2006 (the date of the original Credit Facilities Commitment Letter), such information is clearly identified at the time of delivery as confidential. Any person required to maintain the confidentiality of Confidential Information as provided in this paragraph shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Confidential Information as such person would accord to its own confidential information.

        9.    Termination.    The Initial Lenders' commitments hereunder shall terminate in their entirety on the earliest to occur of (A) August 15, 2006 if the Credit Documents are not executed and delivered by Borrower and the

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Lenders on or prior to such date, (B) the date of execution and delivery of the Credit Documents by Borrower and the Lenders and (C) if the Initial Lenders determine, in their reasonable judgment, that a Material Adverse Change shall have occurred. Notwithstanding the foregoing, the provisions of Sections 6, 7, 8, 10 and 11 hereof shall survive any termination pursuant to this Section 9 (it being understood that the reimbursement and indemnification provisions contained herein shall be superseded by the reimbursement and indemnifications provisions contained in the Credit Documents when such Credit Documents become effective).

        10.    Assignment; No Fiduciary; Etc.    This Commitment Letter and the commitments of the Initial Lenders hereunder shall not be assignable by any party hereto (other than by the Initial Lenders to their respective affiliates) without the prior written consent of the other parties hereto, and any attempted assignment shall be void and of no effect; provided, however, that nothing contained in this Section 10 shall prohibit the Initial Lenders (in their sole discretion) from (i) performing any of their duties hereunder through any of their affiliates, and you will owe any related duties (including those set forth in Section 2 above) to any such affiliate, and (ii) granting (in consultation with you) participations in, or selling (in consultation with you) assignments of all or a portion of, the commitments or the loans under the Credit Facilities pursuant to arrangements satisfactory to the Initial Lenders. This Commitment Letter is solely for the benefit of the parties hereto and does not confer any benefits upon, or create any rights in favor of, any other person.

        In connection with all aspects of each transaction contemplated by this Commitment Letter, you acknowledge and agree, and acknowledge your subsidiaries' understanding, that (i) each transaction contemplated by this Commitment Letter is an arm's-length commercial transaction, between Borrower, on the one hand, and each of the Initial Lenders and the Lead Arrangers, on the other hand, (ii) in connection with each such transaction and the process leading thereto each of the Initial Lenders and Lead Arrangers will act solely as a principal and not as agent (except as otherwise provided herein) nor as fiduciary of Borrower or its respective stockholders, affiliates, creditors, employees or any other party, (iii) none of the Initial Lenders and the Lead Arrangers will assume an advisory or fiduciary responsibility in favor of Borrower or any of its affiliates with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether any Initial Lender or Lead Arranger has advised or is currently advising Borrower on other matters) and none of the Initial Lenders and Lead Arrangers will have any obligation to Borrower or any of its affiliates with respect to the transactions contemplated in this Commitment Letter except the obligations expressly set forth herein or as otherwise expressly agreed to in writing, (iv) the Initial Lenders and Lead Arrangers may be engaged in a broad range of transactions that involve interests that differ from those of Borrower and its affiliates, and (v) none of the Initial Lenders and Lead Arrangers has provided nor will provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and Borrower has consulted and will consult its own legal, accounting, regulatory, and tax advisors to the extent they deem appropriate. You hereby waive and release, to the fullest extent permitted by law, any claims that you may have against the Initial Lenders and Lead Arrangers with respect to any breach or alleged breach of fiduciary duty in respect of any of the transactions contemplated by this Commitment Letter.

        11.    Governing Law; Waiver of Jury Trial.    This Commitment Letter shall be governed by, and construed in accordance with, the laws of the State of New York. Each of the parties hereto waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of any of the Transactions or the other transactions contemplated hereby, or the performance by the Initial lenders, the Lead Arrangers or any of their respective affiliates of the services contemplated hereby.

        12.    Amendments; Counterparts; etc.    No amendment or waiver of any provision hereof or of the Term Sheet shall be effective unless in writing and signed by the parties hereto and then only in the specific instance and for the specific purpose for which given. This Commitment Letter, the Term Sheet and the Fee Letter are the only agreements between the parties hereto with respect to the matters contemplated hereby and thereby and set forth the entire understanding of the parties with respect thereto. This Commitment Letter may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart by telecopier shall be effective as delivery of a manually executed counterpart.

        13.    Patriot Act.    The Initial Lenders hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the "Patriot Act"), the Lenders may be required to obtain, verify and record information that identifies Borrower, which information includes the name, address and tax identification number and other information regarding it that will allow such Lender to identify it

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in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective as to the Lenders.

        14.    Public Announcements; Notices.    The Initial Lenders and Lead Arrangers may, subject to your prior consent (not to be unreasonably withheld, delayed or conditioned) at their expense, publicly announce as they may choose the capacities in which they or their affiliates have acted hereunder. Any notice given pursuant hereto shall be mailed or hand delivered in writing, if to (i) you, at your address set forth on page one hereof; (ii) Merrill Lynch, at 4 World Financial Center, New York, New York 10080, Attention: David Tuvlin; (iii) CGMI, at 390 Greenwich Street, New York, NY 10013, Attention: Carolyn Kee; (iv) JPMorgan, at 270 Park Avenue, New York, New York 10017, Attention: Tracey Ewing; (v) in the case of the foregoing clause (i), with a copy to Sidley Austin LLP, 1 South Dearborn Street, Chicago, Illinois 60603, Attention: Robert Lewis; and (vi) in the case of the foregoing clauses (ii), (iii), or (iv), with a copy to Mayer, Brown, Rowe & Maw LLP, 1675 Broadway, New York, New York 10019, Attention: Benjamin Lau.

(Signature Page Follows)

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        Please confirm that the foregoing correctly sets forth our agreement of the terms hereof and the Fee Letter by signing and returning to the Initial Lenders the duplicate copy of this letter and the Fee Letter enclosed herewith.

        We are pleased to have this opportunity and we look forward to working with you on this transaction.

Very truly yours,
MERRILL LYNCH CAPITAL CORPORATION
By:	/s/  STEPHEN B. PARAS
	Name:	Stephen B. Paras
	Title:	Vice President
CITIGROUP GLOBAL MARKETS INC.
By:	/s/  CAROLYN A. KEE
	Name:	Carolyn A. Kee
	Title:	Managing Director
J.P. MORGAN SECURITIES INC.
By:	/s/  THOMAS D. CASSIN
	Name:	Thomas D. Cassin
	Title:	Managing Director
	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
By:	/s/  TRACEY NAVIN EWING
	Name:	Tracey Navin Ewing
	Title:	Vice President

Accepted and agreed to as of the date first written above:
TRIBUNE COMPANY
By:	/s/  DONALD C. GRENESKO
	Name:	Donald C. Grenesko
	Title:	Senior Vice President, Finance and Administration

S-1

Annex I

Estimated Sources and Uses of Funds
(in $ millions)

Sources				Uses
Revolving Facility(1)		$	0	Refinance Commercial Paper	$	850
Term Loan		$	1,250	Refinance MTNs Maturing in Nov. 2006	$	250
Delayed Draw Loan		$	250	Estimated fees and expenses	$	45
364-Day Loan		$	2,125 - 2,150	Investments and other	$	43 - 68
				Purchase of Equity	$	2,438
	Total Sources	$	3,625 - 3,650	Total Uses	$	3,625 - 3,650

(1)

$750,000,000 of commitments; $0 drawn at closing.

Annex II

Project Tower
Summary of Additional Conditions Precedent

        Except as otherwise set forth below, the initial borrowing under each of the Credit Facilities shall be subject to the contemporaneous or prior satisfaction of the following additional conditions precedent:

        1.     The Lenders shall have received unaudited consolidated balance sheets and related statements of income, stockholders' equity and cash flows of Borrower for each fiscal quarter ended after the most recently received audited financial statements and ended 30 days before the Closing Date. The Lenders shall have received copies of Borrower's internal management reports prepared in the ordinary course of business consistent with past practices for each fiscal month after the most recent fiscal quarter for which financial statements were received by the Lenders as described in the immediately preceding sentence and ended 30 days before the Closing Date.

        2.     The Lenders shall have received a pro forma consolidated balance sheet of Borrower as of the fiscal quarter most recently ended prior to the Closing Date, after giving effect to the Transactions, which balance sheet shall not be materially inconsistent with the forecasts previously provided to the Lenders, except for changes occurring in the ordinary course of business. The Lead Arrangers shall have received reasonably detailed pro forma consolidated financial projections prepared by or on behalf of Borrower for Borrower and its consolidated entities for the five-fiscal year period after the Closing Date that are not different in a materially adverse manner as compared with those made available to the Lead Arrangers prior to the date hereof.

        3.     The Lead Arrangers shall have received evidence thereof satisfactory to the Lead Arrangers and a "pay-off" letter or letters or other documentation reasonably satisfactory to the Lead Arrangers with respect to existing indebtedness (it being understood that the Borrower's existing letters of credit shall be permitted to remain outstanding).

        4.     All accrued fees and expenses (including the reasonable fees and expenses of counsel to the Lead Arrangers) of the Lead Arrangers in connection with the Credit Documents shall have been paid; provided that such fees and expenses shall have been invoiced at least two business days prior to the Closing Date.

CONFIDENTIAL EXHIBIT A

SENIOR CREDIT FACILITIES

SUMMARY OF TERMS AND CONDITIONS(1)

Borrower:	Tribune Company, a Delaware corporation ("Borrower").
Joint Lead Arrangers:	Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. (the "Lead Arrangers").
Administrative Agent:	Citicorp North America Inc. (in such capacity, the "Administrative Agent").
Syndication Agent:	Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (in such capacity, the "Syndication Agent").
Co-Documentation Agent:	JPMorgan Chase Bank, National Association (in such capacity, a "Co-Documentation Agent").
Lenders:	Merrill Lynch Capital Corporation (or one of its affiliates), Citicorp North America Inc., JPMorgan Chase Bank, National Association, and a syndicate of financial institutions (the "Lenders") arranged by the Lead Arrangers in consultation with Borrower.
Credit Facilities:	Senior credit facilities (the "Credit Facilities") in an aggregate principal amount of up to $4.4 billion, such Credit Facilities comprising:
		(A)    Term Loan Facility. Term loan facility in an aggregate principal amount of $1.5 billion (the "Term Loan Facility"), of which $250 million will be available as a Delayed Draw Term Loan Facility (the "Delayed Draw Facility"). Loans under the Term Loan Facility are herein referred to as "Term Loans" and loans under the Delayed Draw Facility are herein referred to as "Delayed Draw Loans".

(1)

Capitalized terms used herein and not defined shall have the meanings assigned to such terms in the Amended and Restated Credit Facilities Commitment Letter (the "Commitment Letter") to which this Exhibit A is attached.

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		(B)    364-Day Facility. A 364-day term loan facility in an aggregate principal amount of $2.15 billion (the "364-Day Facility"). The 364-Day Facility is anticipated to be refinanced in full with unsecured senior notes (the "Notes") due not earlier than six months following the Term Loan Maturity Date (as defined below) and having no scheduled principal payments prior to maturity (the "Note Offering"). Loans under the 364-Day Facility are herein referred to as "364-Day Loans".
		(C)    Revolving Credit Facility. A revolving credit facility in an aggregate principal amount of $750 million (the "Revolving Facility"). Loans under the Revolving Facility are herein referred to as "Revolving Loans"; the Term Loans, the Delayed Draw Loans, the 364-Day Loans and the Revolving Loans are herein referred to collectively as "Loans". The Revolving Facility will include a letter of credit subfacility in an amount up to $100,000,000 and a swing line subfacility in an amount up to $100,000,000.
Transactions:	As described in the Commitment Letter.
Availability/Purpose:	(A)    Term Loan Facility and 364-Day Facility. Term Loans (other than Delayed Draw Loans) and 364-Day Loans will be available to finance a portion of the Stock Repurchase and the Refinancing and to pay related fees and expenses, subject to the terms and conditions set forth in the Credit Documents, on the date of the consummation of the Stock Repurchase and the Refinancing in one draw (the "Closing Date"). Term Loans and 364-Day Loans repaid or prepaid may not be reborrowed.
	(B)    Delayed Draw Facility. Delayed Draw Loans will be available, in one draw, to refinance medium term notes of Borrower upon maturity thereof and to pay related fees and expenses, in each case during the period commencing on the Closing Date and ending on the date that is 6 months thereafter (the "Delayed Draw Commitment Termination Date"). Delayed Draw Loans repaid or prepaid may not be reborrowed.
	(C)    Revolving Facility. The Revolving Facility will be available for working capital and general corporate purposes, including, without limitation, acquisitions, on a fully revolving basis, subject to the terms and conditions set forth in the Credit Documents, in the form of revolving loans, swing line loans and letters of credit on and after the Closing Date until the Revolver Maturity Date.

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Incremental Facility:	Borrower shall be entitled on one or more occasions and subject to the satisfaction of customary conditions to incur additional revolving or term loans (the "Incremental Facility") under the Revolving Facility, Term Loan Facility or under a new revolving loan facility or term loan facility to be included in the Credit Facilities in an aggregate principal amount of up to $500,000,000, to be used to refinance additional indebtedness of Borrower upon maturity thereof and for general corporate purposes, including, without limitation, acquisitions; provided that (i) no event of default or default exists or would exist after giving effect thereto, (ii) all financial covenants would be satisfied on a pro forma basis as of the last day of the fiscal quarter ending immediately prior to the date of incurrence (giving effect to any such Incremental Facility and other customary and appropriate pro forma adjustment events, including any acquisitions or dispositions after the beginning of the relevant determination period but prior to or simultaneous with the borrowing of such Incremental Facility), (iii) the maturity date of the Incremental Facility shall be no earlier than the Term Loan Maturity Date or Revolver Maturity Date, as applicable, (iv) the average life to maturity of the Incremental Facility shall, in the case of any term loan facility, be no shorter than the remaining average life to maturity of the Term Loans, (v) all reasonable and documented fees and expenses owing in respect of such increase to the Administrative Agent and the Lenders shall have been paid, and (vi) the other terms and documentation in respect thereof, to the extent not consistent with the Revolving Facility or the Term Loan Facility, as applicable, shall otherwise be reasonably satisfactory to the Administrative Agent (except as permitted by clauses (iii) and (iv) above). Borrower may seek commitments in respect of Incremental Facility from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection therewith.
Documentation:	Usual for facilities and transactions of this type and reasonably acceptable to Borrower and the Lenders. The documentation for the Credit Facilities (collectively, the "Credit Documents") will include, among others, a credit agreement (the "Credit Agreement").
Termination of Commitments:	The commitments in respect of the Credit Facilities (including pursuant to the Commitment Letter) will terminate in their entirety on August 15, 2006 if the initial funding under the Credit Facilities does not occur on or prior to such date.

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Final Maturity:	(A)    Term Loan Facility. The Term Loan Facility (including the Delayed Draw Facility) will mature on the fifth anniversary of the Closing Date (the "Term Loan Maturity Date").
	(B)    364-Day Facility. The 364-Day Facility will mature on the date that is 364 days after the Closing Date (the "364-Day Maturity Date").
	(C)    Revolving Facility. The Revolving Facility will mature on the fifth anniversary of the Closing Date (the "Revolver Maturity Date").
Amortization Schedule:	The Term Loan Facility will not amortize prior to the Term Loan Maturity Date, on which date it shall be payable in full.
	The 364-Day Facility will not amortize prior to the 364-Day Maturity Date, on which date it shall be payable in full.
Letters of Credit:	Letters of credit under the Revolving Facility ("Letters of Credit") will be issued by a Lender to be agreed by the Lead Arrangers and Borrower (in such capacity, the "L/C Lender"). The issuance of all Letters of Credit shall be subject to the customary procedures of the L/C Lender.
Letter of Credit Fees:	Letter of Credit fees will be payable for the account of the Revolving Facility Lenders on the daily average undrawn face amount of each Letter of Credit at a rate per annum equal to the applicable margin for Revolving Loans that are LIBOR rate loans in effect at such time, which fees shall be paid quarterly in arrears. In addition, an issuing fee on the face amount of each Letter of Credit in an amount agreed upon between the L/C Lender and the Borrower shall be payable to the L/C Lender for its own account.
Interest Rates and Fees:	Interest rates and fees in connection with the Credit Facilities will be as specified on Annex I attached hereto.
Default Rate:	At all times during a payment default, interest on the overdue amount shall accrue at a rate per annum equal to 2% in excess of the applicable interest rate (including applicable margin).
Mandatory Prepayments/Reductions in Commitments:	(A)    Term Loan Facility and Revolving Loan Facility.
	None.
	(B)    364-Day Facility.
	The 364-Day Facility will be required to be prepaid with (a) 100% of the net cash proceeds of the issuance or incurrence of funded debt (including, without limitation, the Notes, but excluding the Credit Facilities), and (b) 100% of the net cash proceeds from any issuance of equity securities in any public offering or private placement (subject to baskets and exceptions to be agreed upon).

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Voluntary Prepayments/Reductions in Commitments:	(A)    Term Loan Facility and 364-Day Facility. Term Loans (including Delayed Draw Loans) and 364-Day Loans may be prepaid at any time in whole or in part at the option of Borrower, in a minimum principal amount and in multiples to be agreed upon, without premium or penalty (except, in the case of LIBOR borrowings, breakage costs related to prepayments not made on the last day of the relevant interest period). Voluntary prepayments will be applied as determined by the Borrower.
	(B)    Revolving Facility and Delayed Draw Facility. The unutilized portion of the commitments under the Revolving Facility and the Delayed Draw Facility may be reduced (and, in the case of the Revolving Facility, loans thereunder may be repaid at any time) at the option of Borrower, in a minimum principal amount and in multiples to be agreed upon, without premium or penalty (except, in the case of LIBOR borrowings, breakage costs related to prepayments not made on the last day of the relevant interest period).
Conditions to Effectiveness and to Initial Loans:	The effectiveness of the credit agreement and the making of the initial Loans under the Credit Facilities shall be subject to conditions precedent that are usual for facilities and transactions of this type, and to those specified herein and in the Commitment Letter (all such conditions to be satisfied in a manner satisfactory to the Lead Arrangers and the Lenders or the Required Lenders (as the case may be) (as defined below under "Required Lenders") or waived).
	1.    The absence of any event (such event being a "Material Adverse Change") that has had or could reasonably be expected to have a material adverse effect on (a) the business, operations, or financial condition of the Borrower and its subsidiaries, taken as a whole, since December 25, 2005, (b) the rights and remedies of the Lenders under any Credit Document or (c) the ability of the Borrower to perform its obligations under any Credit Document.
	2.    Certification as to the solvency of the Borrower and its subsidiaries, taken as a whole, from the chief financial officer of the Borrower.
	3.    Receipt of all governmental and third party approvals or consents necessary in connection with the Credit Facilities.
Conditions to All Extensions of Credit:	Each extension of credit under the Credit Facilities will be subject to customary conditions, including the (i) absence of any Default or Event of Default, and (ii) continued accuracy of all representations and warranties in all material respects (to the extent not qualified by materiality standards); provided that the Material Adverse Change and litigation representations shall be omitted from such representations.

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Representations and Warranties:	The Credit Documents shall contain the following customary representations and warranties and such other representations and warranties usual and customary for facilities and transactions of this type as shall be mutually agreed upon (subject to customary and reasonable exceptions and materiality qualifications):
	1.	Corporate status, power and authority.
	2.	Execution, delivery, and performance of the Credit Documents do not violate law or other material debt agreements.
	3.	No government or regulatory approvals required, other than approvals in effect.
	4.	Due authorization, execution and delivery of the Credit Documents; legality, validity, binding effect and enforceability of the Credit Documents.
	5.	Ownership of subsidiaries.
	6.	Accuracy of financial statements and other information; accuracy and completeness of disclosure; absence of undisclosed liabilities.
	7.	No Material Adverse Change.
	8.	Solvency of the Borrower and its subsidiaries, taken as a whole.
	9.	No action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to result in a Material Adverse Change; no conflict with applicable law or regulatory authority.
	10.	Payment of taxes.
	11.	Insurance.
	12.	Labor matters.
	13.	Use of proceeds.
	14.	Compliance with margin regulations.
	15.	Inapplicability of the Investment Company Act.
	16.	Compliance with applicable laws and regulations, including ERISA, Patriot Act and other counter-terrorism laws and all applicable environmental laws and regulations.
	17.	Ownership of properties and necessary rights to intellectual property.

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Affirmative Covenants:	The Credit Documents shall contain the following customary affirmative covenants and such other affirmative covenants usual and customary for facilities and transactions of this type as shall be mutually agreed upon (subject to customary and reasonable exceptions and materiality qualifications):
	1.	Delivery of independently audited annual consolidated and consolidating financial statements and certified unaudited quarterly consolidated and consolidating financial statements.
	2.	Notice of reports to shareholders, notices of defaults, litigation and any Material Adverse Change, and other information customarily supplied in facilities similar to the Credit Facilities.
	3.	Maintenance of books and records; annual meetings, visitation and inspection rights and access to books and records.
	4.	Preservation of corporate existence; conduct of business.
	5.	Material compliance with laws (including ERISA and applicable environmental laws).
	6.	Environmental matters.
	7.	Payment of taxes.
	8.	Maintenance of properties and insurance.
	9.	Use of proceeds.
	10.	Further assurances.
Negative Covenants:	The Credit Documents shall contain the following customary negative covenants and such other negative covenants usual and customary for facilities and transactions of this type as shall be mutually agreed upon (subject to customary and reasonable exceptions and materiality qualifications):
	1.	Limitation on subsidiary indebtedness (including, without limitation, guarantees and other contingent obligations), subject to carve-outs to be agreed.
	2.	Limitation on liens.
	3.	Limitation on mergers and disposition of all or substantially all assets.
	4.	Limitation on transactions with affiliates.
	5.	Limitation on dividend and other payment restrictions affecting material subsidiaries.
	6.	Limitation on changes in business conducted.

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Financial Covenants:	The Credit Facilities will contain the following financial covenants (mutually agreeable definitions to be set forth in the Credit Agreement):
	1.	Minimum ratio of trailing four quarter EBITDA to total interest expense for the same period of 2.50:1.00.
	2.	Maximum ratio (the "Total Leverage Ratio") of total consolidated funded debt to trailing four quarter EBITDA of (a) for the period beginning on the Closing Date through December 30, 2007, 5.50:1, (b) for the period beginning on December 31, 2007 through December 27, 2009, 5.00:1, (c) for the period beginning on December 28, 2009 through December 26, 2010, 4.50:1 and (d) thereafter, 4.00:1.
	The financial covenants contemplated above will be tested on a quarterly basis and will apply to Borrower and its subsidiaries on a consolidated basis.
Events of Default:	The Credit Documents shall contain the following customary defaults and such other defaults usual and customary for facilities and transactions of this type as shall be mutually agreed upon (which shall constitute "Events of Default") (subject to customary and reasonable exceptions, materiality qualifications and notice, cure and grace periods):
	1.	Failure to pay, when due, any principal with respect to the Credit Facilities.
	2.	Failure to pay any interest, fees or other amounts after a grace period of five business days.
	3.	Any representation or warranty made or deemed made shall prove to have been incorrect in any material respect when made or deemed made.
	4.	Breach or violation by Borrower of covenants or other provisions of the Credit Documents.
	5.	Any event of default shall occur under any other indebtedness of Borrower or any material subsidiary having an aggregate outstanding principal amount in excess of $75,000,000.
	6.	Judgments or decrees in excess of $75,000,000 individually or in the aggregate against Borrower or any material subsidiary that are not stayed, discharged, paid (including by insurance) or bonded within 60 days.
	7.	Bankruptcy or insolvency events with respect to Borrower or any material subsidiary.
	8.	Any Change of Control (to be defined).
	9.	Standard ERISA defaults.
	10.	Any provision of any Credit Documents shall for any reason cease to be valid, binding and enforceable on Borrower.

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Yield Protection and Increased Costs:	Standard yield protection (including compliance with risk based capital guidelines, increased costs, payments free and clear of withholding taxes and interest period breakage indemnities), eurodollar illegality and similar provisions. The Borrower's reimbursement obligations in respect of increased costs and changes in circumstances shall be limited to amounts accruing not more than 90 days prior to the invoice thereof (to be extended as necessary to take into account any retroactive application of a change in law giving rise to such reimbursement obligation).
Assignments and Participations:	Each assignment (unless to another Lender or its affiliates) shall be in a minimum amount of $10 million (unless Borrower and the Administrative Agent otherwise consent or unless the assigning Lender's exposure is thereby reduced to zero). Assignments (which may be non-pro rata among loans and commitments) shall be permitted with Borrower's and the Administrative Agent's consent (such consent not to be unreasonably withheld, delayed or conditioned), except that no such consent of Borrower need be obtained to effect an assignment (a) of loans and/or commitments under the Term Loan Facility or the 364-Day Facility, (b) to any Lender (or its affiliates), (c) if any payment or bankruptcy default has occurred and is continuing or (d) if determined by the Lead Arrangers, in consultation with Borrower, to be necessary to achieve a successful primary syndication. Participations shall be permitted without restriction. Voting rights of participants will be subject to customary limitations.
Required Lenders:	Lenders having a majority of the outstanding credit exposure (the "Required Lenders"), subject to amendments of certain provisions of the Credit Documents requiring the consent of Lenders having a greater share (or all) of the outstanding credit exposure or Lenders having a majority of the outstanding credit exposure with respect to a particular facility. Amendments prior to the completion of the primary syndication of the Credit Facilities (as determined by the Lead Arrangers) shall also require the consent of the Lead Arrangers.
Expenses and Indemnification:	In addition to those out-of-pocket expenses reimbursable under the Commitment Letter, all reasonable, documented and out-of-pocket expenses of the Lead Arrangers and the Administrative Agent (and the Lenders for enforcement costs and documentary taxes) associated with the preparation, execution and delivery of any waiver or modification (whether or not effective) of, and the enforcement of, any Credit Document (including the reasonable fees, disbursements and other charges of one law firm as counsel for the Lead Arrangers) are to be paid by Borrower.

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	Borrower will indemnify each of the Lead Arrangers, the Administrative Agent and the other Lenders and hold them harmless from and against all reasonable and documented costs, expenses (including reasonable and documented fees, disbursements and other charges of counsel) and liabilities arising out of or relating to any litigation or other proceeding (regardless of whether the Lead Arrangers, the Administrative Agent or any such other Lender is a party thereto) that relate to the Transactions or any transactions related thereto, except to the extent determined by a final judgment of a court of competent jurisdiction to have arisen solely from such person's bad faith, gross negligence or willful misconduct.
Governing Law and Forum:	New York.
Waiver of Jury Trial:	All parties to the Credit Documents waive the right to trial by jury.
Special Counsel for Lead Arrangers:	Mayer, Brown, Rowe & Maw LLP.
Special Counsel for the Borrower:	Sidley Austin LLP.

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ANNEX I

Interest Rates and Fees:	Borrower will be entitled to make borrowings based on the ABR plus the Applicable Margin or LIBOR plus the Applicable Margin. The "Applicable Margin" for each of the Credit Facilities shall be a percentage per annum determined in accordance with the pricing grid set forth in Annex I to the Fee Letter.
	Unless consented to by the Lead Arrangers in their sole discretion, no LIBOR Loans may be elected on the Closing Date or prior to the date 30 days thereafter (unless the completion of the primary syndication of the Credit Facilities as determined by the Lead Arrangers shall have occurred), except that from and after the fifth business day after the Closing Date LIBOR periods of 7 or 14 days may be elected until the thirtieth day after the Closing Date.
	"ABR" means the higher of (i) the corporate base rate of interest announced by the Administrative Agent from time to time, changing effective on the date of announcement of said corporate base rate changes, and (ii) the Federal Funds Rate plus 0.50% per annum. The corporate base rate is not necessarily the lowest rate charged by the Administrative Agent to its customers.
	"LIBOR" means the rate determined by the Administrative Agent to be available to the Lenders in the London interbank market for deposits in US Dollars in the amount of, and for a maturity corresponding to, the amount of the applicable LIBOR Loan, as adjusted for maximum statutory reserves.
	Borrower may select interest periods of one, two, three or six months (or, to the extent approved by all of the Lenders, nine or twelve months) for LIBOR borrowings. Interest will be payable in arrears (i) in the case of ABR Loans, at the end of each quarter and (ii) in the case of LIBOR Loans, at the end of each interest period and, in the case of any interest period longer than three months, no less frequently than every three months; provided, however, that if the 364-Day Loan is drawn down, interest shall be paid not less frequently than interest is paid on the 364-Day Loan and in any event at least 15 business days prior to payment of interest on the 364-Day Loan. Interest on all borrowings shall be calculated on the basis of the actual number of days elapsed over (x) in the case of LIBOR Loans, a 360-day year, and (y) in the case of ABR Loans, a 365- or 366-day year, as the case may be.
	Commitment fees accrue on the undrawn amount of the Revolving Credit Facility and the Delayed Draw Facility, commencing on the date of the execution and delivery of the Credit Documents. The commitment fee in respect of the Revolving Credit Facility and the Delayed Draw Facility will be a percentage per annum determined in accordance with the pricing grid set forth in Annex I to the Fee Letter.

	All commitment fees will be payable in arrears at the end of each quarter and upon any termination of any commitment, in each case for the actual number of days elapsed over a 360-day year.
Pricing:	The Applicable Margin and commitment fees shall be determined in the manner set forth in Annex I to the Fee Letter.

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Exhibit b(2)