Attachment Exhibit E

This document pretains to SES-ASG-20110810-00942 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2011081000942_908241

                                                                              FCC Form 312
                                                                                  July 2011




                              COMPREHENSIVE EXHIBIT

        This application seeks the Commission's consent to the assignment of the earth
station license identified in ltem A8 of FCC Form 312 Schedule A (the "Earth Station"),

       FROM: its existing licensee,    a subsidiary of Tribune Company, Debtor-in-
       Possession (ooTribune"), that itself also currently is operating as a debtor-in-
       possession,

       TO: that same licensee as proposed to be reorganized pursuant to Chapter 11 of
       the U.S. Bankruptcy Code.

Grant of the instant application will allow the Tribune Company ("Tribune") to emerge
from bankruptcy. The proposed Assignee proposes to continue using the Earth Station in
the same manner and for the same purposes as before the assignment.

        The instant application is being f,rled so that this Earth Station, which was
assigned pursuant to Commission consent from one Tribune subsidiary to another
Tribune subsidiary after the filing of the applications for Tribune to emerge from
bankruptcy listed in the attached April2010 Exhibit E-Comprehensive Exhibit ("Exhibit
E"), may obtain proper consent to emerge from bankruptcy and be assigned out of
debtor-in-possession status concurrently with other Tribune authonzations for which
applications are pending before the Commission (the "Exit Applications").

       The attached Exhibit E was originally filed with the Commission as part of the
Exit Applications on April 28,2010. The description of the transaction contained therein
remains accurate and will be supplemented and/or amended upon issuance by the
Bankruptcy Court of a Confirmation Order for a plan of reorganization. Some
information in Exhibit E, however, has changed. Specifically, there have been two
broadcast call sign changes: Station V/T)O((TV), V/aterbury changed its call sign to
WCCT-TV and KMYQ(TV), Seattle changed its call signto KZJO(TV). Tribune
subsidiaries have obtained the following new earth station licenses: EI10038 (licensed to
WPIX, Inc., Debtor-In-Possession), El10039 (licensed to Tribune Television Company,
Debtor-In-Possession), and 8110041 (licensed to KTLA Inc., Debtor-In-Possession). In
addition, changes to the officers and directors of Tribune and its subsidiaries that have
occurred since the filing of the Exit Applications will be described in a subsequent
amendment to the Exit Applications.

       Assignee requests that the instant application be processed concurrently with
other applications pending for consent to similar assignments in connection with Tribune
Company's emergence from Chapter 11 bankruptcy, as set forth in the attached exhibits


submitted with ttre other satellite earth station assignment applications filed and pending
in connection with the Tribune reorganization.

        As of the date of this filing, the Bankruptcy Court has not issued a Confirmation
Order for a plan of reorganizationfor Tribune. This application and the other pending
applications for consent for Tribune and its licensee subsidiaries to emerge from
bankruptcy will be amended promptly once the Bankruptcy Court has issued its
Confirmation Order.


                                                                                         FCC Form 312
                                                                                             April20l0
                                                                                            Page 1 of3l

                        EXHIBIT E - COMPREHENSIVE EXHIBIT



I.           DESCRIPTION OF TRANSACTION

        This application is one of more than fifty concurrently filed applications (the
"Exit Applications") being submifted to the Media Bureau, International Bureau, and
Wireless Telecommunications Bureau seeking the Commission's consent to implement
the "Joint Plan of Reorganization for Tribune Company and its Subsidiaries" (as
amended, the "Plan of Reorganization" or "Plan") by which Tribune Company
("Tribune") and certain of its direct and indirect subsidiaries (collectively, the "Tribune
Debtors") will emerge from bankruptcy as reorganized entities (the reorganized Tribune
Company is hereinafter referred to as "Reorganized Tribune"). Specifically, this
application seeks Commission approval of the assignment of each of the licenses
identified at Item A8 of FCC Form 312 Schedule A from its existing licensee, which
currently is operating as a debtor-in-possession, to that same licensee,t as reorganized
pursuant to Chapter I I of the U.S. Bankruptcy Code. As explained in more detail in the
concurrently filed applications on FCC Form 314 for the assignment of broadcast licenses
(listed in Attachment A hereto), Tribune proposes, through the Plan of Reorganization, to
cancel ceftain existing debt and, in exchange, to provide certain of its creditors with stock
or warrants to acquire stock in Reorganized Tribune (in addition to other òonsideration).
Upon the company's emergence from bankruptcy, virtually all of the stock of
Reorganized Tribune will be distributed to these creditors. Neither any single creditor
nor any group of commonly controlled creditors will have a controlling interest in
Reorganized Tribune. It is anticipated that three of Tribune's creditors-JPMorgan
Chase Bank, N.4., Angelo, Gordon &, Co. L.P., and Oaktree Capital Management, L.P.-
each will have a direct or indirect ownership interest in Reorganized Tribune that is
attributable under the Commission's broadcast ownership rules, see 47 C.F.R. $ 73.3555.

IL       PARTIES TO THE APPLICATION

         The capital stock of Reorganized Tribune will be widely held, and a majority of
the shares will be held by entities that will own less than 5Vo of the New Class A
Common Stock and thus will fall below the Commission's broadcast attribution
threshold. As of the filing date of the Exit Applications, it is anticipated that three of
Tribune's creditors-JPMorgan Chase Bank, N.4., Angelo, Gordon &. Co. L.P., and
Oaktree Tribune, L.P.      each will own, directly or through affiliates, 5%o or more of the
                          -
New Class A Common Stock and, accordingly, will be deemed to hold attributable
interests in Reorganized Tribune under the broadcast attribution rules. Attachment C
hereto provides detailed information on the ownership of each of these entities.


' The Plan of Reorganization authorizes Tribune to enter into transactions to change the organizational
shucture of its current subsidiaries. If Tribune determines to enter into such transactions with respect to
Tribune licensee subsidiaries while the Exit Applications are pending, the applicants, as appropriate, will
amend the Exit Applications and/or file separate applications for proforma transfer or assignment to obtain
any necessary authority for any changes affecting the Tribune licensee subsidiaries.

3050696-20


                                                                                           FCC Form 312
                                                                                                April20l0
                                                                                              Page2    of3l
        As noted above, the Plan of Reorganization authorizes Reorganized Tribune to
issue both New Class A Common Stock, which will be standard voting common stock,
and New Class B Common Stock, which will have limited voting rights designed to
correspond to standard investor protections and which, the applicants submit, should be
treateá as non-cognizable under the Commission's rules.2 The protections that will be
accorded to the holders of the New Class B Common Stock are consistent with those the
Commission has found do not rise to the level of attributable influence.3 Accordingly, for
purposes of determining which entities will hold an attributable interest in Reorganized
Tribune upon emergence, shares of the New Class B Common Stock are being treated as
the functional equivalent of non-voting stock and other economic interests that the
Commission has concluded are not cognizable under its rules.

Between the filing date of the Exit Applications and Tribune's emergence from
bankruptcy, Tribune anticipates that there may be immaterial changes in the identity of
the individuals or entities eligible to acquire New Common Stock (the "Claim Holders")
and/or in the percentage of New Common Stock that Claim Holders are eligible to
receive.a The Plan of Reorganization includes a provision designed to reduce the

2
  Specifically, Tribune's Amended and Restated Certificate of Incorporation will provide that the holders of
New Class B Common Stock will be entitled to vote as a separate class on any amendment, repeal, or
modification of any provision of the Restated Certificate that adversely affects the rights of the New Class
B Common Stock in a manner different from the rights of the New Class A Common Stock. In addition,
the holders of New Class B Common Stock will be entitled to vote together with the holders of the New
Class A Common Stock on the following non-ordinary course transactions to the extent that these matters
are submitted to a vote of the holders ofNew Class A Common Stock: (i) any authorization of, or increase
in the number of authorized shares of, any class of capital stock rankingpari passu with or senior to the
New Class A Common Stock or New Class B Common Stock as to dividends or liquidation preference,
including with respect to an increase in the number of shares of New Class A Common Stock or New Class
B Common Stock; (ii) any amendment to the Restated Certificate of Incorporation or the Bylaws of
Reorganized Tribune; (iii) any amendment to any stockholders or comparable agreemen| (iv) any sale,
lease or other disposition ofall or substantially all ofthe assets ofReorganized Tribune through one or
more transactions; (v) any recapitalization, reorganization, share exchange, consolidation or merger of
Reorganized Tribune or its capital stock; (vi) any issuance or entry into an agreement for the issuance of
capital stock (or any options or other securities convertible into capital stock) ofReorganized Tribune,
including any stgck option or stock incentive plan; (vii) any redemption, purchase or other acquisition by
Reorganized Tribune ofany ofits capital stock (except for purchases from employees upon termination of
employment); and (viii) any liquidation, dissolution, distribution of assets or winding-up of Reorganized
Tribune. Holders of New Class B Common Stock will not be entitled to vote for members of the Board of
Directors of Reorganized Tribune.

tSee, e.g., Shareholders of Hispanic Broadcasting Corporation and (Inivision Communications, Inc., l8
FCC Rcd I 8834, I 8849- I 8350 (2003) ("[T]he Commission has consistently held that a nonvoting
shareholder's approval rights over fundamental corporate matters are permissible investor protections that
neither restrict a corporation's discretion or rise to the level ofattributable influence."); Paxson
Management Corporation and Lowell W. Paxson,22FCCRcd22224,2223l-32 (2007) ("Permitting a
certain level of minority investor protection without implicating the multiple ownership rules is generally in
the public interest because it encourages investment in broadcast properties, and thus enhances the ability
of stations to provide better programming to the public.").

a
 Currently, Tribune's creditors have the ability to transfer their debt or other holdings in the company to
other parties. Accordingly, it is possible that some of the creditors or the amount of debt held by a
particular creditor will change between the fìling date of the Exit Applications and Tribune's emergence
3050696-20


                                                                                     FCC Form 312
                                                                                         April20l0
                                                                                        Page 3   of3l

likelihood that these minor changes in eligibility will result in a change to the parties to
the Exit Applications. Specifically, if (l) any Claim Holder becomes eligible to receive
5o/o or more of the shares of New Common Stock upon the Effective Date, and (2) such
Claim Holder has not provided suffìcient information to the company or has not been
disclosed in the Exit Applications and approved by the Commission, then Tribune will
issue any such Claim Holder as many shares of New Class B Common Stock as
necessary to ensure that the Claim Holder will hold, in the aggregate, less than 5o/o of the
New Class A Common Stock. To the extent that any changes in the prospective
ownership of the New Common Stock after the filing date would result in an additional
party acquiring an attributable interest in Reorganized Tribune, the Exit Applications will
be amended as appropriate.




from bankruptcy. Such changes could alter the amount of New Common Stock that will be issued to
individual Claim Holders. Moreover, as discussed in greater detail in the concurrently filed FCC Forms
314, certain Claim Holders may be issued either wanants to acquire New Common Stock or a combination
of New Common Stock and warrants upon emergence, which could change the number of shares ofNew
Common Stock that will be issued upon emergence and, therefore, alter the percentage of New Common
Stock that certain Claim Holders will receive.

30s0696-20


                                                                              FCC Form 312
                                                                                  April20l0
                                                                                Page 4   of3 I


             ATTACHMENT A: TRIBUNE BROADCAST INTERESTS AITID LICENSEE
                                  SUBSIDIARIES

              Assipnor                     Assiqnee         Call Sisn           Community
Tribune  Television Nofthwest, Inc.,   Tribune            KCPOruV)      Tacoma. WA
Debtor-ln-Possession                   Television         K25CG         Aberdeen. WA
                                       Northwest, Inc.    K42CM         Centralia, etc., WA
                                                          K54DX         Ellensburs-Kittitas. WA
                                                          K64ES         Chelan. WA
Channel 40, Inc., Debtor-ln-           Channel 40, Inc.   KTXL(TV)      Sacramento, CA
Possession
KIAH Inc., Debtor-ln-Possession        KIAH Inc.          KIAHITV)      Houston. TX
KSWB Inc.. Debtor-In-Possession        KSWB Inc.          KSWB-TV       San Dieso" CA
KTLA Inc., Debtor-ln-Possession        KTLA Inc.          KTLAMV)       Los Aneeles. CA
Tribune Television Holdings, Inc.,     Tribune            KMYOITV)      Seattle^ WA
Debtor-In-Possession                   Television         K25CH         Centralia WA
                                       Holdings, Inc.     K29ED         Everett. WA
                                                          WXM(TV)       Grand Raoids. MI
                                                          W42CB         Hesoeria MI
                                                          W52DB         Muskeson. MI
Tribune Television Company,            Tribune            KDAFITV)      Dallas- TX
Debtor-ln-Possession                   Television         WTIC-TV       Hartford- CT
                                       Company            WPMTffV)      York- PA
                                                          WPHL-TV       Philadelphia. PA
                                                          WXIN(TV)      Indianapolis,IN
Tribune Broadcast Holdings, Inc.,      Tribune            KRCW-TV       Salem. OR
Debtor-In-Possession                   Broadcast          KI3ZE'        Prineville, OR
                                       Holdings,lnc.      K2OES         Pendleton. etc., OR
                                                          K24D){        Pendleton, etc., OR
                                                          KRCW-LP       Portland- OR
                                                          WTTV(TV)      Bloominston- IN
                                                          WTTK(TV),     Kokomo.IN
WGN Continental Broadcasting           WGN                wGN(AM)       Chicago,IL
Company, Debtor-ln-Possession          Continental
                                       Broadcasting       WGN.TV        Chicago,IL
                                       Companv
Channel 39, Inc., Debtor-In-           Channel 39,lnc.    WSFL-TV       Miami, FL
Possession
KWGN Inc.- Debtor-ln-Possession        KWGN Inc.          KWGN-TV       Denver. CO
Tribune Television New Orleans,                           WGNO(TV)      New Orleans, LA
                                       Tribune
        I
            Construction permit.

        '   Satellite of WTTV(TV).

        30s0696-20


                                                                       FCC Form 312
                                                                          April2010
                                                                         Page 5 of31


                Assisnor               Assisnee      Call Sisn          Communitv
Inc., Debtor-In-Possession         Television New   WNOL-TV      New Orleans, LA
                                   Orleans, Inc.
WPIX. Inc.. Debtor-In-Possession   WPIX. Inc.       WPIXITV)     New York. NY
WDCW Broadcasting, Inc., Debtor-   WDCW             WDCWITV)     Washinston. DC
In-Possession                      Broadcasting,    W5I CY       Chambersburg, PA
                                   Inc.
WTXX Inc., Debtor-ln-Possession    WTXX Inc.        WTXXITV)     Waterbury. CT
KPLR. Inc.. Debtor-ln-Possession   KPLR,Inc.        KPLR-TV      St. Louis. MO




        30s0696-20


                                                                            FCC Form 312
                                                                               April20l0
                                                                              Page 6   of31


             ATTACHMENT B: NON-BROADCAST LICENSES HELD BY TRIBT]NE
                                 SUBSIDIARIES

                    Assisnor                                Assiqnee               Call Sien
Channel 39, Inc., Debtor-In-Possession            Channel 39, Inc.             8090016
                                                                               E5159
Channel 40, Inc., Debtor-In-Possession            Channel 40, Inc.             WNEU6OO
                                                                               WNEU6OI
                                                                               F,070263
                                                                               KG62
Chicaso Tribune Comnanv. Debtor-ln-Possession     Chicaso Tribune Companv      woP427
Chicagoland Microwave License, Inc., Debtor-In-   Chicagoland Microwave        WNTQ776
Possession                                        License, Inc.                WOF49
                                                                               8040t46
                                                                               K860125
                                                                               wLY387
                                                                               wLY388
The Hartford Courant Company, Debtor-In-          The Hartford Courant         wQDX448
Possession                                        Comoanv
KIAH Inc., Debtor-In-Possession                   KIAH Inc.                    WNSZ973
                                                                               E000330
KPLR, Inc., Debtor-In-Possession                  KPLR,Inc.                    wPwc614
                                                                               wPwc616
                                                                               wPwc859
KSWB Inc.- Debtor-In-Possession                   KSWB Inc.                    E080179
KTLA Inc., Debtor-In-Possession                   KTLA Inc.                    KA6987l
                                                                               v/PoT713
                                                                               wPoT714
                                                                               WPYW95l
                                                                               WPZF492
                                                                               WPZVSSO
                                                                               woHV526
                                                                               EOl00l3
                                                                               8040245
                                                                               E870836
KWCN Inc., Debtor-ln-Possession                   KWGN Inc.                    KNGWglO
                                                                               WNTY263
                                                                               WNTZ34O
                                                                               WPTJ722
                                                                               WPXF2I3
                                                                               E020240
                                                                               F,873439
                                                                               F990179
Los Angeles Times Communications, LLC,            Los Angeles Times            KNNJ823
Debtor-In-Possession                              Communications. LLC
       3050696-20


                                                                                  FCC Form 312
                                                                                     April20l0
                                                                                    Page 7   of3l


                    Assisnor                                 Assignee                    Call Sisn
                                                                                     KD26376
                                                                                     KMH964
                                                                                     KNGL886
                                                                                     KRJ233
                                                                                     WNMLTIO
                                                                                     WNMLTI I
                                                                                     WPGW829
                                                                                     \trPLR391
                                                                                     WPNY772
                                                                                     WPSD866
Orlando Sentinel Communications Company,           Orlando Sentinel                  KIM936
Debtor-In-Possession                               Communications Company            WNYHSO3
                                                                                     WPNL352
Sun-Sentinel Company, Debtor-In-Possession         Sun-Sentinel Company              woFES54
                                                                                     WPVITgI
The Mornin g Call, Inc., Debtor-In-Possession      The Morning Call, Inc.            WPDT6TO
                                                                                     KER671
                                                                                     WPMP325
Tribune Broadcast Holdings, Inc., Debtor-In-       Tribune Broadcast Holdings,       wPoL890
Possession                                         Inc.                              E0001 l7
                                                                                     F;940434
Tribune Television Company, Debtor-ln-             Tribune Television Company        WPPB659
Possession                                                                           WPVV4I6
                                                                                     WPWD6I5
                                                                                     E000143
                                                                                     E030089
                                                                                     80s0094
                                                                                     8861 091
                                                                                     8880192
                                                                                     F910286
                                                                                     E940358
                                                                                     896025t
                                                                                     EO900t4
Tribune Television Holdings, Inc., Debtor-In-      Tribune Television Holdings,      WNDA663
Possession                                         Inc.                              wPos479
                                                                                     WPXL969
                                                                                     8980505
Tribune Television New Orleans, Inc., Debtor-ln-   Tribune Television New            E060339
Possession                                         Orleans,Inc.                      8070143
                                                                                     809003    l
                                                                                     Ê960025
                                                                                     WPJD417
                                                                                     WPJD4IS

       3050696-20


                                                                             FCC Form 312
                                                                                  April20l0
                                                                                 Page 8 of3 I



                    Assisnor                                 Assisnee                 Call Sipn
                                                                                  WPTC527
                                                                                  WPTC528
Tribune Television Northwest, Inc., Debtor-ln-   Tribune Television Northwest,    WPND9OO
Possession                                       Inc.                             WPLP484
                                                                                  WPNDgOI
                                                                                  WPNJ2IO
                                                                                  wPoN880
                                                                                  wPoNSSt
                                                                                  WPSSgI9
                                                                                  WPYH836
                                                                                  woDR693
                                                                                  wPoo408
                                                                                  F.030207
                                                                                  8050057
                                                                                  E990062
                                                                                  E010294
WGN Continental Broadcasting Company,            WGN Continental                  KNNI895
Debtor-In-Possession                             Broadcasting Company             WNTH42I
                                                                                  WPMW586
                                                                                  WPNJ494
                                                                                  F,030276
                                                                                  8040339
                                                                                  8050137
                                                                                  E980088
WPIX, Inc., Debtor-ln-Possession                 WPIX,Inc.                        WPNM862
                                                                                  wPoR428
                                                                                  F,040317
                                                                                  E860695
                                                                                  8970060




       3050696-20


                                                                                                      FCC Form 312
                                                                                                          April20l0
                                                                                                        Page 9     of3 I


                          ATTACHMENT C: PARTIES TO THE APPLICATION

                This Attachment C sets forth the following information for Assignee's parties to
        the Exit Applications, as provided by each respective Assignee party: (1) Name and
        Address; (2) Citizenship; (3) Positional Interest; (4) Percentage of Votes; and (5)
        Percentage of Total Assets (equity plus debt). Except as otherwise noted below, any
        equity interests not disclosed herein are held by individuals or entities that have been
        iniutáte¿ pursuant to the Commission's rules or are otherwise non-attributable.r

                 1.       SHAREHOLDERS OF REORGANIZED TRIBI.INE2

      Name and Address                 Citizenship         Positional Interest       Percentage       Percentage      Percentage
                                                                                         Vote          of Total       of Equity
                                                                                                        Assets
                                                                                                      (debt plus
                                                                                                       eouitv)3
Tribune Comoanv                      U.S.               N/A                                  N/A             N/A            N/A
JPMorean Chase Bank. N.A.            U.S.               Shareholder                          ll%o            TBD            71o/o
Angelo, Gordon & Co. L.P."           U.S.               Indirect Attributable                   9Yo          TBD             9o/o
                                                        Investor

        Ì
         The Officers and Directors of Tribune and its subsidia¡ies have not substantially changed since Tribune
        entered into bankruptcy, and it is anticipated that they will remain substantially the same until the Effective
        Date. As noted above, the initial Board members and Officers of Reorganized Tribune and its subsidiaries
        will be identified in the Plan Supplement, which will be filed with the Bankuptcy Court at least l0 days
        prior to the deadline for objecting to confirmation of the Plan, and it is anticipated that the Exit
        Applications will be amended at that time to disclose the relevant information regarding these individuals.
        The cunent Officers and Directors of each of the Tribune Debtors that holds an attributable interest in the
        company's broadcast licenses are set forth below in sections 2 - 5.

        2
          The percentages set forth in the following chart are based on the shares of New Common Stock that each
        listed party would be eligible to receive upon Tribune's emergence from bankruptcy pursuant to the Plan of
        Reorganization, based on such party's holdings of Senior Loan Claims and Senior Loan Guaranty Claims
        (as defined in the Plan) as of April 21,2010. As set forth in the Plan, the holders of Senior Loan Claims
        and Senior Loan Guaranty Claims collectively will be entitled to receive more than 90% of the New
        Common Stock at the time of emergence, which is subject to dilution by an equity incentive plan for
        Reorganized Tribune's offrcers, directors and employees. As explained above, it is possible that the
        identities of certain Claim Holders eligible to receive New Common Stock or the percentage ofNew
        Common Stock that certain Claim Holders are eligible to receive will change between the filing date of the
        Exit Applications and Tribune's emergence from bankuptcy. In the event that any changes in the
        prospective ownership of the New Common Stock after the instant filing date would result in an additional
        party acquiring an attributable interest in Reorganized Tribune, the Exit Applications will be amended as
        appropriate.

        3
         Pursuant to the Plan of Reorganization, Reorganized Tribune will issue certain debt. Although the
        percentage of debt that any individual entity will hold has not yet been determined, it is not anticipated that
        any individual entity will hold more than 33% of Reorganized Tribune's Total Asset Value, as that term is
        defined in Section 73.3555 of the FCC's rules. Se¿ 47 C.F.R. $ 73.3555, Note 2(i).

        a
         The voting, asset, and equity interests identified in this table represent the aggregation ofthe voting, asset,
        and equity interests of the AG Funds, the AG CLOs, and the Managed Entities (as each is defined below).

        30s0696-20


                                                                                FCC Form 312
                                                                                   April20l0
                                                                                 Page l0 of31



       Name and Address     Citizenship     Positional Interesf   Percentage    Percentage   Percentage
                                                                    Vote         of Total    of Equity
                                                                                  Assets
                                                                                (debt plus
                                                                                 eouitvl3
Oaktree Tribune. L.P.      U.S.           Shareholder                   l0o/o         TBD          lj%o
Various Non-Attributable                  Shareholders                  70o/o         TBD          70o/"
Investors


                                                                                                       FCC Form 312
                                                                                                          April2010
                                                                                                        Page 1l of31




                    2.           TRIBUNE EARTH STATION LICENSEES5

                          Name                           Citizenship       Positional      Percentage of       Percentage   of
                                                                            Interest           Votes           Total Assets
Earth Station Licensees"                                    U.S.
                                                          (Delaware
                                                         corporation
                                                       unless indicated
                                                           below)
Ed Wilson'                                                   U.S.           President           0o/o                UYo

Benjamin L. Homel                                            U.S.         Vice President        ïVo                 0o/o

Donald J. Liebentritt"                                       U.S.         Vice President        0o/o                ÙVo
                                                                           & Director
Jerrv Kerstins                                               U.S.         Vice President        0o/o                0o/o

                                                             U.S.           Treasurer                               ÙVo
GinaMazzafeni'                                                                                  Oo/o

David   P. Eldersveld                                        U.S.          Secretary &          ÙYo                 0o/o
                                                                             Director
                                                                                                                    jYo
Chandler Bigelow         III                                 U.S.           Assistant           0o/o
                                                                            Treasurer
Harry A. Amsden                                              U.S.           Assistant           0o/o                ÙYo
                                                                            Treasurer
Patrick M. Shanahan                                          U.S.           Assista¡rt          0%                  0o/o
                                                                            Treasurer
Jack Rodden                                                  U.S.           Assistant           0o/o                0o/o
                                                                            Treasurer
Brian F. Litman                                              U.S.           Assistant           0%                  0o/o
                                                                            Treasurer
Daniel G. Kazan                                              U.S.            Director           0o/o                0o/"

Additional station personnel'                                U.S.           See Chart           ÙYo                 0o/o




          5
               natural persons identified below are United States citizens unless otherwise indicated and can be
              All
          contacted at Tribune Company, 435 North Michigan Avenue, Chicago, Illinois, 6061l, 312-222-4565'
          Attention: Lisa lùy'ashburn.

          6
           Channel 39, Inc., Channel 40, Inc., KIAH lnc., KSWB Inc., KTLA Inc. (a Califomia corporation),
          KWGN Inc., Tribune Broadcast Holdings, Inc., Tribune Television Company, Tribune Television
          Holdings, Inc., Tribune Television of New Orleans, Inc., Tribune Television Northwest, Inc., WDCW
          Broadcasting, Inc., WGN Continental Broadcasting Company, WPIX, Inc., and Chicagoland Microwave
          License, Inc.

          t Ed V/ilson is not President of KTLA Inc. or WPIX, Inc.


              Donald Liebentritt is not a director of WDCW Broadcasting, Inc.; Tribune Television Northwest, Inc'; or
          8

          'WPIX, Inc.
          e
              GinaMazzafeni is also     a   Vice President of KWGN Inc.

          ro
               See the   following chart.

          30s0696-20


                                                                                            FCC Form 312
                                                                                                 April20l0
                                                                                               Page l2 of31



                           Additional Oflicers of Each Tribune Companv License Subsidiarv

                          Licensee                                                 Name/Title
KIAH Inc.                                                   Roger A. Bare, Vice President
                                                            Feli M. Wons. Controller
Channel 39, Inc.                                            Howard Greenberg, Vice President
                                                            Robert Gremillion, Vice President
                                                            Robyn Motley, Treasurer
                                                            Cam B. Trinh. Controller
Channel 40. Inc.                                            Peter D. Filice. Controller
Tribune Television Company                                  Richard J. Graziano, Senior Vice President
                                                            Larry Delia, Vice President
                                                            Joseph A. Young, Vice President
                                                            Jerome P. Martin, Vice President
                                                            Vincent Gianinni, Vice President
                                                            Jennifer DeKarz , Controller
                                                            Carolyn S. Hudspeth, Controller
                                                            David R. Mayersþ, Conholler
                                                            Daniel O'Sullivan, Controller
                                                            Roser Williams. Controller
Tribune Television Northwest, Inc.                          Pamela S. Pearson, Vice President
                                                            Sharon A. Silverman. Vice President
Tribune Broadcast Holdings, Inc.                            Jerome P. Martin, Vice President
                                                            Pamela S. Pearson, Vice President
                                                            Sharon A. Silverman, Controller
                                                            Daniel O'Sullivan. Controller
WGN Continental Broadcasting Company                        Marty Wilke, Vice President
                                                            Sean Compton, Vice President
                                                            Thomas E. Langmyer, Vice President
                                                            Sheau-ming Ross, Controller
                                                            Charlene Connauqhton. Controller
Tribune Television Holdings, Inc.                           Patricia A. Kolb, Vice President
                                                            Pamela S. Pearson, Vice President
                                                            Sharon A. Silverman, Controller
                                                             Nancv A. Mroczkowski. Conholler
KWGN Inc.                                                    Allen R. Yaden. Station Manager
KS'WB Inc.                                                   Raymond J. Schonbak, Executive Vice Presidenl
                                                             Dan Mitrovitch. Controller
KTLA Inc.                                                    Don Corsini, President
                                                             John S. Moczulski, Vice President
                                                             Michael E. Weiner, Controller
Tribune Television New Orleans, Inc.                         P atti C azeaux, Contro I I er

WDCW Broadcasting, Inc.                                      Eric Meyrowitz, Y ice President
                                                             Roeer Williams, Controller
WPIX, Inc.                                                   Betty Ellen Berlamino, President
                                                             Catherine Davis. Controller
Chicagoland Microwave License, Inc.                          Steve Farber, Vice President
                                                             Marty Wilke, Vice President
                                                             Sheau-mine Ross. Assistant Treasurer




         30s0696-20


                                                                                             FCC Form 312
                                                                                                April2010
                                                                                              Page l3 of31



                                       Ownership of Licensee Subsidiaries

              Name of Licensee                   1007o Parent Entity            Percentage    of    Percentage   of
                                                                                   Votes             Total Assets
KIAH Inc.                                  Tribune Broadcasting Company              O0o/o               00o/o

Channel 39. Inc.                           Tribune Television Companv                00%                 00o/o
Channel 40. Inc.                           Tribune Television Company                00%                 00o/o
Tribune Television Company                 Tribune Broadcasting Company              00%                 00o/o
Tribune Television Northwest, Inc.         Tribune Broadcasting Company              00o/o               00%
Tribune Broadcast Holdines. Inc.           Tribune Broadcasting Company             l00o/o               00"/o
WGN Continental Broadcasting Company       Tribune Broadcastine Companv             l00Yo                00o/o
Tribune Television Holdings, Inc.          Tribune Broadcasting Company             l00o/o               00o/o
KWGN Inc.                                  Tribune Broadcasting Company             l00o/o               00o/o

KSV/B Inc.                                 Tribune Broadcastins Companv             l00Yo                00o/o
KTLA   Inc.                                Tribune Broadcasting Company             100o/o               00"/o
Tribune Television New Orleans. Inc.       Tribune Broadcasting Company             l0Oo/"               00o/o
WDCV/ Broadcastins. Inc.                   Tribune Television CompanY               l00Yo                 00%
WPIX.Inc.                                  Tribune Broadcasting Company             l00o/o               00o/o
Chicaeoland Microwave License. lnc.        Tribune Broadcasting Company             l00Yo                00o/o




                    3.     TRIBTINE BROADCASTING COMPAI{Y

                 Name & Address              Citizenship        Positional       Percentage of       Percentage   of
                                                                 Interest            Votes           Total Assets
Tribune Broadcasting Company                     U.S.
                                              (Delaware
                                             cofDoration)
Ed Wilson                                        U.S.            President            ÙYo                 0o/o


Jerry Kersting                                   U.S.         Chief Operating         0o/o                0o/o
                                                                 Officer
John Hendricks                                   U.S.         Executive Vice          0o/o                0%
                                                                 President
GinaMazzafeni                                    U.S.           Senior Vice           0o/o                0Yo
                                                                 President,
                                                                Treasurer &
                                                                 Controller
Steve Charlier                                   U.S.           Senior Vice           0o/o                ÙVo
                                                                  President
Sean Compton                                     U.S.           Senior Vice           0o/o                0o/"
                                                                  President
Shaun Sheehan                                    U.S.          Vice President          jYo                0o/o

Hank Hundemer                                    U.S.          Vice President          0%                 0o/o

Mvma Ramirez                                     U.S.          Vice President          0o/o               0o/o

Benjamin L. Homel                                U.S.             Assistant            0o/o               0o/o
                                                                 Treasurer
David P. Eldersveld                              U.S.           Secretary &            0o/o               0o/o
                                                                  Director
Chandler Bigelow III                             U.S.            Assistant             0o/o               0o/o
                                                                 Treasurer
Harrv A. Amsden                                  U.S.            Assistant             0o/o               0o/o


         3050696-20


                                                                                      FCC Form 312
                                                                                         April20l0
                                                                                       Page 14   of3l

              Name     & Address         Citizenship       Positional     Percentage of          Percentage   of
                                                           Interest           Votes              Total Assets
                                                           Treasurer
Patrick M. Shanahan                          U.S.          Assistant          jYo                    0o/o
                                                           Treasurer
Jack Rodden                                  U.S.          Assistant          0%                     0o/"
                                                           Treasurer
Brian F. Litman                              U.S.          Assistant          ïYo                    0o/"
                                                           Treasurer
Daniel G. Kazan                               U.S.          Director          0o/o                   0o/o

Tribune Broadcasting Holdco, LLC              U.S.          Owner             l00o/o                r00%
                                        (Delaware LLC)




                  4.        TRIBTINE BROADCASTING HOLDCO, LLC

              Name     & Address         Citizenship       Positional     Percentage of          Percentage   of
                                                           Interest           Votes              Total Assets
Tribune Broadcasting Holdco, LLC             U.S.
                                        (Delaware LLC)

                                             U.S.         President &          ÙYo                   0o/o
Chandler Bieelow III                                       Treasurer
Beniamin L. Homel                            U.S.        Vice President        0o/o                  0Yo
Jerrv Kerstins                               U.S.        Vice President        0%                    Oo/o

David P. Eldersveld                          U.S.           Secretary          0o/o                  0Yo
Harry A. Amsden                              U.S.          Assistant           0o/o                  0o/o
                                                           Treasurer
Pahick M. Shanahan                           U.S.          Assistant           0o/o                  0o/o
                                                           Treasurer
Jack Rodden                                  U.S.          Assistant           ïYo                   0%
                                                           Treasurer
Brian F. Litman                              U.S.          Assistant           ïYo                   0%
                                                           Treasurer
Tribune Company                              U.S.           Owner             l00o/o                 l00Yo
                                          (Delaware
                                         comoration)




        30s0696-20


                                                                                                     FCC Form 312
                                                                                                           April2010
                                                                                                         Page l5 of31



                     5.      TRIBT]IIE COMPANY'I

       Name and Address                  Citizenship       Positional Interest       Percentage      Percentage        Percentage
                                                                                       Vote                  ofTotal   of Equity
                                                                                                             Assets
                                                                                                     (debt plus
                                                                                                             eauitvl
Tribune Comoanv                         U.S.             N/A                            N/A                   N/A         N/A
Samuel Zell                             U.S.             Chairman                       0o/o                   UYo        ïYo
Benjamin L. Homel                       U.S.             Chief Executive Officer,       0o/o                   0o/o       0o/o
                                                         President & Director
Gerald Spector                          U.S.             Chief Operating Ofhcer         ïYo                    0o/o       0o/o

Ed Wilson                               U.S.             Chief Revenue Officer          0o/o                   0o/o       0%;o

Chandler Bieelow III                    U.S.             Senior Vice President          ÙYo                    0o/o       Oo/"

Nils Larsen                             U.S.             Executive Vice                 ïVo                    0o/o       0o/o
                                                         President
Donald J. Liebentritt                   U.S.             Executive Vice                 0Yo                    0o/o       0o/o
                                                         President
Jerry Kersting                          U.S.             Executive Vice                 0o/o                   0o/o       0o/o
                                                         President
David P. Eldersveld                     U.S.             Senior Vice President   &      0o/"                   0o/o       0o/o
                                                         Comorate Secretarv
Harrv A. Amsden                         U.S.             Senior Vice President          Oo/o                   ÙYo        0o/o

Patrick M. Shanahan                     U.S.             Vice President                 0o/o                   0o/o       0o/o
Jack Rodden                             U.S.             Vice President &               0%                     0o/o       0o/o
                                                         Treasurer
Brian F. Litman                         U.S.             Vice President &               ÙYo                    0o/o        ïVo
                                                         Controller
Donald G. Kazan                         U.S.             Senior Vice President          0o/o                   0o/o        0o/o

Jeffrey Bers                            U.S.             Director                       ÙYo                    0o/o        0o/o

Brian Greenspun                         U.S.             Director                       0Y"                    0o/o        ïVo
William   Pate                          U.S.             Director                       ÙYo                    0o/o        ÙVo

Massie Wilderotter                      U.S.             Director                       0o/o                   ÙYo         0o/o

Frank Wood                              U.S.             Director                        0o/o                  0o/o        ïYo
Mark Shapiro                            U.S.             Director                        0o/o                  0o/o        Oo/"

William Osborn                          U.S.             Director                        UYo                   ÙVo         0o/o

Betsv Holden                            U.S.             Director                        0Yo                   0o/o        0o/o

Naomi Sachs                             U.S.             Senior Vice President           Oo/o                  0o/o        0o/o
Shaun Sheehan                           U.S.             Vice President                  ÙYo                   0o/o        0o/o

Lee Abrams                              U.S.             Senior Vice President           0o/o                  0o/"        0o/o

William Trimarco                        U.S.             Assistant Vice President        0o/o                  ÙYo         0o/o

Michael Bourgon                         U.S.             Vice President                  Oo/"                  ïYo         0%
Chris Hochschild                        U.S.             Vice President                  0o/o                  0o/o        0o/o
Garv Weitman                            U.S.             Senior Vice President           0o/o                  0o/o        0%
Steve Gable                             U.S.             Executive Vice                  0o/o                  0o/o        0o/o
                                                         President
Thomas Caputo                           U.S.             Vice President                  0o/o                  0o/o        0o/o

Nick Chakiris                           U.S.             Assistant Controller            jYo                   0%          0%




          rr
               The shareholders of Reorganized Tribune are listed above. See Attachment C, section   I   .




          3050696-20


                                                                                                    FCC Form 312
                                                                                                       April20l0
                                                                                                     Page l6 of3l



                      6.     JPMORGÄI\ CHASE BANK, N.A.


                      It is anticipated that JPMorgan             N.A. ("JPMB") will hold an
                                                        Chase Bank,
          attributable interest in Reorganized Tribune upon its emergence from bankruptcy. JPMB
          is a wholly owned subsidiary of JPMorgan Chase & Co., a widely-held, publicly traded
          company ("JPM").12 JPM, a financial holding company incorporated under Delaware
          law, is a leading global financial services firm and is one of the largest banking
          institutions in the United States, with S2.0 trillion in assets, S165.4 billion in
          stockholders' equity, and operations in more than 60 countries. JPM is a leader in
          investment banking, financial services for consumers and businesses, financial
          transaction processing, and asset management. JPMB, a national bank with branches in
          23 states in the U.S., is one of JPM's principal bank subsidiaries. The indirect ownership
          that JPM is seeking to acquire in Reorganized Tribune represents an extremely small
          portion of its business activities.

       Name and Address                Citizenship        Positional Interest       Percentage       Percentage       Percentage
                                                                                       Vote           ofTotal         of Equity
                                                                                                    Assets (debt
                                                                                                    nl¡¡s eouifvì
JPMorean Chase Bank. N.A.            U.S.               N/A                                 N/A              N/A            N/A
JPMorgan Chase & Co.                 U.S.               Shareholder                        l00o/o           l00o/o         l00Yo


                 As noted above, under the Plan of Reorganization, a portion of JPMB's existing
         debt interest in Tribune will be converted into equity in Reorganized Tribune upon the
         company's emergence from bankruptcy. In situations in which JPMB acquires equity in
         this manner, the equity interest is assigned to JPMB's Special Credits Group ("SCG")
         and is overseen by a team consisting of a Credit Offrcer and an Analyst. Here, the Credit
         Officer handling the day-to-day management of JPMB's investment in Reorganized
         Tribune will be Miriam Kulnis, Executive Director, with the assistance ofNaomi Hung,
         Analyst. Ms. Kulnis and Ms. Hung will periodically review JPMB's holdings in
         Reorganized Tribune and will make determinations regarding (a) any exercise of JPMB's
         voting rights and (b) JPMB's acquisition of additional equity or the divestiture of its
         existing equity in the company. In some cases, decisions may be reviewed and approved
         by a Regional Coordinator-here, Alex Khabin, Executive Director, and Goh Siew Tan,
         Associate. Certain material decisions regarding JPMB's interest in Reorganized Tribune
         also may be subject to the final approval of Patrick Daniello, Managing Director.r3 No
         further internal reviews or approvals will be needed before action may be taken with
         respect to JPMB's holding in Reorganized Tribune.



          t2
           See Atlachment D, Figure 1 for the organizational structure of Reorganized Tribune and for the
         organization of JPM/JPMB.

          13
           Per JPMB's corporate policies, any proposal to acquire or sell interests in Tribune must be screened for
         regulatory and legal compliance by JPM's Legal, Regulatory, and Compliance Departments; however, the
         decision to trade on interests in Tribune will ultimately rest with Mr, Daniello.

         3050696-20


                                                                                                 FCC Form 312
                                                                                                      April2010
                                                                                                   Page 17   of3l

                Because no other officers or directors of JPMB or its corporate parent, JPM, will
        perform duties or have responsibilities related to JPMB's investment in Reorganized
        Tribune, it is respectfully submitted that the executive officers and directors of JPM and
        JPMB should be deemed not to hold affributable interests in Reorganized Tribune. These
        officers and directors include the following individuals:la


         Name                         JPM Positional Interest                          JPMB Positional Interest
James Dimon                President, Chief Executive Officer and            President, Chief Executive Officer, Chairman,
                           Chairman                                          and Director
Frank J. Bisienano         Chief Administrative Offi cer                     Chief Administrative Officer and Director
Steven D. Black            Vice Chairman                                     Vice Chairman and Director
Michael J. Cavanaush       Chief Financial Officer                           Chief Financial Officer and Director
Stenhen M. Cutler          General Counsel                                   General Counsel
William M. Daley           Head of Corporate Responsibility, Chairman   of   Head of Corporate Responsibility, Chairman of
                           Midwest Resion                                    Midwest Resion
John L. Donnellv           Director of Human Resources                       Director of Human Resources
Ina R. Drew                Chief Investment Officer                          Chief Investment Offrcer
Marv Callahan Erdoes       Chief Executive Of{icer of Asset Management       Chief Executive Officer of Asset Management
Samuel Todd Maclin         Chief Executive Ofücer of Commercial              Chief Executive Officer of Commercial
                           Bankins                                           Bankins
Jay Mandelbaum             Head of Stratesv and Business Development         Head of Strategv and Business Development
Heidi Miller               Chief Executive Offrcer of Treasury &             Chief Executive Officer of Treasury &
                           Securitv Services                                 Securitv Services
Charles W. Scharf          Chief Executive Offtcer of Retail Financial       Chief Executive Officer of Retail Financial
                           Services                                          Services and Director
Gordon A. Smith            Chief Executive Officer of Card Services          Chief Executive Officer of Card Services
James E. Staley            Chief Executive Officer of Investment Bank        Chief Executive Officer of Investment Bank
                                                                             and Director
Barrv L. Zubrow            Chief Risk Officer                                Chief Risk Officer
Crandall C. Bowles         Director                                          N/A
Steohen B. Burke           Director                                          N/A
David M. Cote              Director                                          N/A
James S. Crown             Director                                          N/A
Ellen V. Futter            Director                                          N/A
William H. Grav.lII        Director                                          N/A
Laban P. Jackson. Jr.      Director                                          N/A
David C. Novak             Director                                          N/A
Lee R. Raymond             Director                                          N/A
William C. Weldon          Director                                          N/A

                The address of JPMB is l l l Polaris Parkway, Columbus, Ohio,43240. The
         address of JPM is 270 Park Avenue, New York, NY I 001 7.



         ra
            Pursuant to Section 73.3555,Note 2(g) of the Commission's Rules, ofücers and directors of aparent
         company of a broadcast licensee with an athibutable interest in any such subsidiary entity shall be deemed
         to have a cognizable interest in the subsidiary unless the duties and responsibilities ofthe officers or
         directors involved are wholly unrelated to the broadcast licensee and a statement properly documenting this
         fact is submitted to the Commission.

         3050696-20


                                                                                             FCC Form 312
                                                                                                 April2010
                                                                                               Page l8 of3l



              7.      A,NGELO, GORDON & CO., L.P.

      It is anticipated that investment vehicles ultimately controlled by John Angelo and
MichaelGordon (collectively, "Angelo Gordon") collectively willhold an attributable
interest in Reorganized Tribúne upõn the company's emergence from bankruptcy.tt
These investment vehicles will include (1) investment funds that are structured as limited
partnerships and are managed and controlled by Angelo Gordon ("AG Funds"); (2)
investment vehicles managed and controlled by Angelo Gordon that are structured as
collateral loan obligation funds ("AG CLOs"); (3) and unaffiliated investment vehicles
managed by Angelo Gordon that are structured as corporations ("Managed Entities")
(AG Funds, AG CLOs, and Managed Entities, collectively "Funds"). With the possible
exception of two AG Funds, AG Capital Recovery Partners VI, L.P. ("AGCRP") and AG
Super Fund, L.P. ("AGSF"), both of which are Delaware limited partnerships,'o each of
the Funds' direct ownership interests in Reorganized Tribune will comprise less than 5Yo
of Reorganized Tribune's post-emergence Class A stock. Therefore, with the possible
exception of AGCRP and AGSF, none of the Funds individually will hold an attributable
interest in Reorganized Tribune.

        AGCRP. The sole general partner of AGCRP is AG Capital Recovery VI, LLC
("AGCR"), a Delaware limited liability company. All limited partners of AGCRP are
insulated and therefore will not hold an attributable interest in Reorganized Tribune. The
sole member of AGCR is AG Advisors Long-Term Distressed Participation Partners,
L.P. ("AG Advisors"), a Delaware limited partnership. The sole general partner of AG
Advisors is AG Funds, L.P. ("AGLP"), u Delaware limited partnership. The limited
partners of AG Advisors that will hold a benefìcial interest in Tribune are Angelo Gordon
investment professionals and their estate planning vehicles, all of which are U.S. citizens
                                      I7
or U.    S.   -org anized entities.


ls
     See Attachment D, Figure 2 for the organizational structure of the Angelo Gordon entities involved in
this transaction.

   As explained above, the exact ownership percentage of direct holders of Reorganized Tribune stock will
16

not be able to be determined until Reorganized Tribune emerges from bankruptcy. It is possible, but not
certain, that AGCRP and AGSF each directly will hold more than 5%o of Reorganized Tribune's stock upon
its emergence from bankruptcy. Accordingly, the applicants have disclosed herein ownership information
for AGCRP and AGSF to provide the Commission with an opportunity to review and approve each entity's
qualification to hold an attributable ownership interest in Reorganized Tribune. To the extent that one or
both of these entities' direct stock interest in Reorganized Tribune ultimately exceeds 5%o upon Tribune's
emergence from bankuptcy, their exact interests will be reflected in Reorganized Tribune's post-
consummation ownership reports.

't AG Advisors is structurèd as a series limited partnership under Delaware law. Delaware law permits a
limited partnership to be divided into separate series. Each series keeps separate and distinct records and
each effectively is treated under Delaware law as a separate legal entity from the other series within the
limited partnership. For example, with respect to a series limited partnership divided into a series A and a
series B under Delaware law, only the limited partners of series A of a series limited partnership hold
beneficial interests in assets held by the series limited partnership in series A, and only the series A limited
partners are responsible forthe debts, liabilities, obligations, and expenses incuned by series A. Series B
3050696-20


                                                                                           FCC Form 312
                                                                                               April2010
                                                                                             Page l9 of3l



        AGSF. The sole general partner of AGSF is AG Super, LLC ("AG Super"), a
Delaware limited liability company. As noted above, all limited partners of AGSF are
insulated and therefore will not hold an attributable interest in Reorganized Tribune. The
sole member of AG Super is AGLP.

         AG Funds. L.P. Each of the Funds is wholly controlled, either directly or through
domestic intermediate entities, by AG Funds, L.P., a Delaware limited partnership
("AGLP").It As a result, AGLP will control entities that directly hold, in the aggregate,
more than 57o of ReorganizedTribune's Class A stock and therefore will hold an
attributable interest in Tribune. In addition, AGLP will hold an indirect equity interest in
Reorganized Tribune of less than 0.08% through its control of intermediate entities
affiliated with Angelo Gordon that have co-invested in certain AG Funds. The officers of
AGLP, all of whom are U.S. citizens, are John M. Angelo, Chief Executive Officer;
Michael L. Gordon, Chief Operating Officer and Chief Investment Officer; Kirk
Wickman, Chief Administrative Officer and General Counsel; and Joseph R.
Wekselblatt, Chief Financial Officer. The sole general partner of AGLP is AG Funds
GP, L.P. ("AG Funds GP"), a Delaware limited partnership, which holds more than
99.9o/o of the equity in AG Funds GP. The sole limited partner of AGLP is a Delaware
charitable trust for which John M. Angelo is the sole trustee ("Angelo Charitable Trust").
The Angelo Charitable Trust holds a de minimis equity interest in AG Funds GP.

        AG Funds GP. L.P. The sole general partner of AG Funds GP is JM Funds LLC
("JM Funds"), a Delaware limited liability company, which does not hold any equity
interest in AG Funds GP. The sole members of JM Funds are John M. Angelo and
Michael L. Gordon. The limited partners of AG Funds GP are Angelo Gordon
investment professionals or their estate planning vehicle, all of which are U.S. citizens or
U.S.-organized entities. Pursuant to the AG Funds GP partnership agreement, each such
limited partner is insulated with respect to every media investment in which Angelo
Gordon holds an attributable interest, except any media investment for which such
limited partner has investment management responsibilities as an employee of Angelo
Gordon & Co., L.P. With the exception of John M. Angelo and Michael L. Gordon, no
individual or entity owns or controls limited partners of AG Funds GP that will hold, in
the aggregate, an indirect equity interest in Reorganized Tribune of more than 0.017o as a
result of the limited partners' equity interest in AG Funds GP.



limited partners hold no beneficial interests in any assets held in series A and have no responsibilify forthe
debts, liabilities, obligations, and expenses of series A. Accordingly, the only limited partners of AG
Advisors that hold a beneficial interest in AGCR are those limited partners in the same series through
which AG Advisors holds its interest in AGCR. Although all of the limited partners in all of the series of
AGCR are Angelo Gordon investment professionals and their estate planning vehicles, some such
individuals in other series of AG Advisors are not U.S. citizens or U.S.-organized entities. None of these
individuals or entities, however, holds any beneficial interest in AGCR.

18
   Except as set forth above in the discussion of the ownership of AGCRP and AGSF, none of the
intermediate entities between the Funds and AGLP will hold an attributable interest in Reorganized
Tribune.

30s0696-20


                                                                                                         FCC Form 312
                                                                                                             April20l0
                                                                                                          Page 20     of3l


                   Aneelo Gordon & Co.. L.P.Angelo Gordon &' Co.,L.P. ("AG&Co") is a
           registered investment adviser and, through contractual arrangements, manages the
           investments of each of the Funds. Accordingly, although AG&Co will not directly or
           indirectly hold any stock of ReorganizedTribune, it will manage and hold voting control
           over stock of Reorganized Tribune that will be held by the Funds. Because AG&Co will
           hold voting control over more than 5Yo of Reorganized Tribune's stock, it will hold an
           attributable interest in Reorganized Tribune. The officers of AG&Co are John M.
           Angelo, Chief Executive Officer; Michael L. Gordon, Chief Operating OffTcer and Chief
           Investment Officer; Kirk Wickman, Chief Administrative Officer and General Counsel;
           and Joseph R. Wekselblatt, Chief Financial Officer. The sole general partner of AG&Co
           is AG Partners, L.P. ("AG Partners"), a Delaware limited partnership, which holds more
           than99.9%o of the equity in AG&Co. The sole limited partner of AGLP is the Angelo
           Charitable Trust, which holds a de minimis equity interest in AG&Co.

                  AG Partners. The sole general partner of AG Partners is JAMG LLC ("JAMG"),
           a Delaware limited liability company. The sole members of JAMG are John M. Angelo
           and Michael L. Gordon, both of whom are managing members. The limited partners of
           AG Partners are John M. Angelo, Michael L. Gordon, and certain of their family
           members and their estate planning vehicles, all of which are U.S. citizens or U.S.-
           organized entities.

           AG Capital Recovery Partners VI, L.P. ("AGCRP")
         Name and Address                   Citizenship         Positional Interest     Percentage        Percentage         Percentage
                                                                                           Vote             ofTotal           of Equity
                                                                                                          Assets (debt
                                                                                                          nlus earrifvì
AG Capital Recovery Partners VI. L.P.       U.S.            N/A                                N/A                N/A               N/A
AG Caoital Recovery VI LLC                  U.S.            General Partner                   l00o/o              0.1Yo            0.7o/o
Insulated limited partners                  U.S.            Limited Partners                      0o/o          99.3Yo            99.3%



           AG Capital Recovery          \II LLC ("AGCR')
       Name and Address                 Citizenship       Positional Interest     Percentage Vote        Percentage of       Percentage
                                                                                                         Total Assets         of Equity
                                                                                                          (debt plus
                                                                                                            ecuitv)
AG Capital Recovery VI LLC           U.S.                 N/A                                 N/A                  N/A              N/A
AG Advisors Long-Term                U.S.                 Sole Member                        l00o/o               l00o/o           lO0o/"
Distressed Participation Partners,
L.P.




           30s0696-20


                                                                                                       FCC Form 312
                                                                                                            April2010
                                                                                                        Page 21  of31


           AG Advisors Long-Term l)istressed Participation Partners, L.P. ("AG Advisors")

       Name and Address                 Citizenship      Positional Interest    Percentage Vote        Percentage of        Percentage
                                                                                                       Total Assets          of Equity
                                                                                                        (debt plus
                                                                                                          eouitvl
AG Advisors Long-Term                  U.S.             N/A                                    N/A              N/A                  N/A
Distressed Participation Partners,
L.P.
AG Funds, L.P.                         U.S.              General Partner                      l00Yo        See note    '    See   note 19
Angelo Gordon investment               U.S.              Limited Partners                       0o/o      See   note   19   See   note 19
professionals and their estate
nlannins vehicles



            AG Super Fund, L.P. ("AGSF")

       Name and Address                 Citizenship      Positional Interest     Percentage Vote       Percentage of        Percentage
                                                                                                        Total Assets         of Equity
                                                                                                         (debt plus
                                                                                                          eouitvl
AG Super Fund. L.P.                    U.S.              N/A                                   N/A              N/A                  N/A
AG Super LLC'"                         U.S.              General Partner                      l00o/o              0.3o/o            O.3Yo
lnsulated limited Dartners             U.S.              Limited Partners                       ÙYo              99.7Y"            99.7o/o




            AG Super LLC

       Name and Address                  Citizenship     Positional Interest     Percentage Vote       Percentage of        Percentage
                                                                                                        Total Assets         of Equity
                                                                                                         (debt plus
                                                                                                           eouitvl
AG Suoer LLC                           U.S.              N/A                                   N/A               N/A                 N/A
AG Funds. L.P.                         U.S.              Sole Member                          l00o/o              l00o/o            l00Yo




            te
               The limited partners of AG Advisors and the respective proportion of equity in AG Advisors held by the
            general partner, AGLP, and the limited partners are confidential and not publicly disclosed by Angelo
            Gordon, but will be provided to the Commission upon its request pursuant to a request for confidentiality.
            None of the limited partners have a right to participate in the day-to-day management of the partnership as
            a result of their status as limited partners of AG Advisors. Further, AG Advisors is anticipated to indirectly
            hold less than a 0.004% equity interest on a fully diluted basis in Reorganized Tribune. (This assumes that
            AGCRP holds a 57o stock interest in Reorganized Tribune. As noted in the text, it cunently is not possible
            to determine the exact stock interest in Reorganized Tribune that will be held by AGCRP. It is possible
            that AGCRP will not hold a stock interest in Reorganized Tribune of 5o/o or more. In any event, Angelo
            Gordon believes that it is unlikely that AGCRP's stock interest in Reorganized Tribune will significantly
            exceed 57o.) Moreover, no limited partner of AG Advisors is anticipated to hold an equity interest on a
            fully diluted basis in Reorganized Tribune of more than 0.0005% as a result of the limited partners' equity
            interest in AG Advisors.

            to
                 AG Super LLC is also the general partner of another AG Fund, AG Garden Partners, L.P.

            3050696-20


                                                                                                       FCC Form 312
                                                                                                            April2010
                                                                                                        Page22       of3l

            AG Funds, L.P.2r ("AGLP")

       Name and Address                 Citizenship     Positional Interest     Percentage Vote        Percentage    of    Percentage
                                                                                                       Total Assets         of Equity
                                                                                                        (debt plus
                                                                                                          eouifvl
AG Funds. L.P.                        U.S.              N/A                                    N/A               N/A               N/A
                                                        General Partner                       l00o/o         >99.9o/o          >99.9o/o
AG Funds GP. L.P.                     U.S.
                                                        Limited Partner                                        <0.1o/o           <0.1o/o
Charitable Lead Uni Trust (Sole       U.S.                                                      ÙYo
Trustee: John M. Angelo)
John M. Angelo                        U.S.              Chief Executive                        N/A               N/A               N/A
                                                        Officer
Michael L. Gordon                     U.S.              Chief Operating                        N/A                  N/A            N/A
                                                        Ofücer and Chief
                                                        Investment Offrcet
Kirk Wickman                          U.S.              Chief                                  N/A                  N/A            N/A
                                                        Administrative
                                                        Officer and
                                                        General Counsel
Joseph R. \ù/ekselblatt               U.S.              Chief Financial                        N/A                  N/A            N/A
                                                        Officer



            AG Funds GP, L.P. ("AG Funds GP")

       Name and Address                 Citizenship      Positional Interest    Percentage Vote        Percentage of       Percentage
                                                                                                       Total Assets          of Equity
                                                                                                         (debt plus
                                                                                                           ea¡¡ifvì
AG Funds GP, L.P.                     U.S.              N/A                                    N/A                  N/A            N/A
JM Funds LLC                          U.S.              General Partner                       l00o/o                UYo             0o/o

Angelo Gordon investment              U.S.              Limited Partners                        0o/o            l00o/o            l00o/o
                                                                                                                     22)
professionals and their estate                                                                           (See note            (See note
olannins vehicles                                                                                                                    22\




            2r
               As depicted in Attachment D, Figure 2, AGLP will hold an indirect interest in Reorganized Tribune
            through its indirect interests in the AG Funds, the AG CLOs, and the Managed Entities, none of which will
            hold more than a 5o/o interest in Reorganízed Tribune, with the possible exception of AGCRP and AGSF.
            Accordingly, other than AGCRP and AGSF, the Funds have been omitted from this Exhibit.

            22
              The limited partners of AG Funds GP are confidential and not publicly disclosed by Angelo Gordon, but
            will be provided to the Commission upon its request pursuant to a request for conftdentiality. None of
            these limited partners have a right to participate in the day-to-day management of the partnership as a result
            of their status as limited partners of AG Funds GP. Fufther, in the aggregate, the equity interests in AG
            Funds GP held by these limited partners are anticipated to represent less than a0.08%o equity interest on a
            fully diluted basis in Reorganized Tribune. Moreover, other than John M. Angelo and Michael L. Gordon,
            no limited partner of AG Funds GP will hold an indirect equity interest on a fully diluted basis in
            Reorganized Tribune of more than 0.01o/o as a result of the limited partners' equity interest in AG Funds
            GP.

            30s0696-20


                                                                                                      FCC Form 312
                                                                                                          April20l0
                                                                                                       PageZ3 of31



           JM Funds LLC
      Name and Address                  Citizenship   Positional Interest    Percentage Vote          Percentage of     Percentage
                                                                                                      Total Assets      of Equity
                                                                                                       (debt plus
                                                                                                         eouitv)
JM Funds LLC                          U.S.            N/A                                  N/A                 N/A            N/A
John Angelo                           U.S.            Managing Member         100% (see note   ")       See note 23     See note 23


Michael Gordon                         U.S.           Managing Member        100% (see note 23)         See note 23     See note 23




           Angeloo Gordon         &   Co., L.P.

       Name and Address                 Citizenship   Positional Interest     Percentage Vote         Percentage of     Percentage
                                                                                                      Total Assets      of Equity
                                                                                                       (debt plus
                                                                                                         ea¡¡ifvì
Aneelo. Gordon & Co.. L.P.             U.S.           N/A                                   N/A                 N/A            N/A
AG Parbrers, L.P.                      U.S.           General Partner                      l00Yo          See note      See note 24


Charitable Lead Uni Trust (Sole        U.S.           Limited Partner                          0o/o      See note 24    See note 24
Trustee: John M. Angelo)
John M. Angelo                         U.S.           Chief Executive                       N/A                 N/A            N/A
                                                      Officer
Michael L. Gordon                      U.S.           Chief Operating                       N/A                 N/A            N/A
                                                      Officer a¡rd Chief
                                                      Investment Officer
Kirk Wickman                           U.S.           Chief                                 N/A                 N/A            N/A
                                                      Administrative
                                                      Officer and
                                                      General Counsel
Joseph R. Wekselblatt                  U.S.           Chief Financial                       N/A                 N/A            N/A
                                                      Officer




           23
             The respective voting interests of Messrs. Angelo and Gordon in JM Funds and JAMG are confidential
           and not publicly disclosed by Angelo Gordon. Accordingly, the applicants respectfully request the FCC to
           approve either individual to hold voting control of JM Funds and JAMG. In addition, because neither JM
           Funds nor JAMG will hold a direct or indirect debt or equity interest in Reorganized Tribune, the
           respective equity interests of Messrs. Angelo and Gordon in JM Funds and JAMG are not germane to the
           Exit Applications.

           2o
              AG&Co will not directly or indirectly hold any equity interest in Reorganized Tribune and will not hold
           any portion ofthe total assets of Reor ganized Tribune. Accordingly, the equity ownership, and ownership
           of the total assets, of AG&Co, AG Partners, the Charitable Lead Uni Trust, the limited partners of AG
           Partners, and JAMG are not gerrnane to the Exit Applications.

           30s0696-20


                                                                                                        FCC Form 312
                                                                                                            April20l0
                                                                                                          Page 24 of 3l



             AG Partners, L.P. ("AG Partners")

        Name and Address                 Citizenship      Positional Interest     Percentage Vote       Percentage of     Percentage
                                                                                                        Total Assets          of Equity
                                                                                                          (debt plus
                                                                                                           enuifvì
AG Partners. L.P.                      U.S.              N/A                                    N/A                N/A              N/A
JAMG LLC                               U.S.               General Partner                      100o/o      See note 24    See note 24


John M. Angelo, Michael L.             U.S.               Limited Partner                        Oo/"      See note 24    See note 24
Gordon and certain of their family
members and their estate planning
vehicles2s



             JAMG LLC
        Name and Address                 Citizenship      Positional Interest     Percentage Vote       Percentage of     Percentage
                                                                                                         Total Assets         of Equity
                                                                                                          (debt plus
                                                                                                           eouitvl
JAMG LLC                               U.S.               N/A                                   N/A              N/A                N/A
John Anselo                            U.S.               Manaeine Member        100% (see note 23)        See note 23        See note 23
Michael Gordon                         U.S.               Managing Member        100% (see note 23)        See note 23        See note 23



                   The address for all Angelo Gordon entities and individuals is c/o Angelo, Gordon
             &Co.,L.P.,245 ParkAvenue,26thFloor, New York, NY 10167. Except forthe officers
             of AGLP and AG&Co, none of the Angelo Gordon entities described above have
             officers.

                      8.       OAKTREE TRTBUNE, L.P.

                      It is anticipated that Oaktree Tribune, L.P. will hold an attributable interest in
             Reorganized Tribune upon the company's emergence from bankruptcy.'6 The general
             partner of Oaktree Tribune, L.P. is Oaktree AIF Investments, L.P. Oaktree AIF Holdings,
             Inc. is the general partner of Oaktree AIF Investments, L.P. (and also holds a limited
             partnership interest in Oaktree AIF Investments, L.P.), and Oaktree Capital Group
             Holdings, L.P. is the sole voting shareholder of Oaktree AIF Holdings, Inc. (and also
             holds a limited partnership interest in Oaktree AIF Investments, L.P.). The general

             " The limited partners of AG Partners are confidential and not publicly disclosed by Angelo Gordon, but
             will be provided to the Commission upon its request pursuant to a request for confidentiality. None of
             these limited partners have a right to participate in the day-to-day management of the partnership as a result
             of their status as limited partners of AG Funds GP. Further, none of these limited partners will directly or
             indirectly hold any equity interest in Reorganized Tribune as a result of such limited partner's interest in
             AG Partners.

             26
                See Ãttachment D, Figure 3 for the organizational structure of the Oaktree entities involved in this
             transaction.

             30s0696-20


                                                                                           FCC Form 312
                                                                                               April2010
                                                                                            Page25    of3l

            partner of Oaktree Capital Group Holdings, L.P. is Oaktree Capital Group Holdings GP,
            LLC, whose attributable members are John Frank, Bruce Karsh, Steven Kaplan, Howard
            Marks, and David Kirchheimer.

            Oaktree Tribune, L.P. (Delaware)

      Name and Address             Citizenship   Positional Interest   Percentage Vote     Percentage of     Percentage
                                                                                           Total Assets      of Equity
                                                                                            (debt plus
                                                                                              eouitv)
Oaktree Tribune. L.P.             U.S.           N/A                               N/A               N/A            N/A
Oaktree AIF Investments. L.P.     U.S.           General Partner                  l00Yo              0%              UYo



            Oaktree AIF Investments, L.P.

      Name and Address             Citizenship   Positional Interest   Percentage Vote     Percentage of     Percentage
                                                                                           Total Assets      of Equity
                                                                                            (debt plus
                                                                                              enr¡ifvì
Oakffee AIF Investments, L.P.     U.S.           N/A                               N/A              N/A             N/A
Oaktree AIF Holdings, Inc.        U.S.           General Partner                  l0OYo          15.l7Yo         15.l7Yo
                                                 and Limited
                                                 Partner
Oaktree Capital Group Holdings,   U.S.           Limited Partner                    0o/o         84-83o/o        84.83o/o
L.P.
Howard Marks                      U.S.           Chairman                           0o/o             0o/o            0o/o

Bruce Karsh                       U.S.           President                          0o/o             0o/o            00Á
John Frank                        U.S.           Manasins Princìnal                 ïYo              ÙYo             0Yo
David Kirchheimer                 U.S.           Chief Financial                    0o/o             Oo/o            0o/o
                                                 Ofücer
Todd Molz                         U.S.           General Counsel                    0o/o             0%              0%
                                                 and Secretarv
Richard Ting                      U.S.           Associate General                  0o/o             0o/o            0o/o

                                                 Counsel and
                                                 Assistant Secretary
Lisa Arakaki                      U.S.           Senior Vice                        0o/o             0o/o            0o/o
                                                 President and
                                                 Assistant Secretary
Emily Alexander                   U.S.           Senior Vice                        0o/o             ÙVo             0o/o
                                                 President and
                                                 Assistant Secretary
Martin Boskovich                  U.S.           Vice President and                 0%                0o/"            0o/o
                                                 Assistant Secretary
Shawn Haghighi                    U.S.           Vice President and                 0o/o              Oo/"            0o/o
                                                 Assistant Secretary



            Oaktree AIF Holdings, Inc.




            30s0696-20


                                                                                                   FCC Form 312
                                                                                                       April2010
                                                                                                    Page26    of3l

      Name and Address                  Citizenship    Positional Interesf    Percentage Vote      Percentage of        Percentage
                                                                                                   Total Assets         of Equity
                                                                                                    (debt plus
                                                                                                      eauitvl
Oakhee AIF Holdinss, Inc.             U.S.             N/A                                 N/A              N/A               N/A
                                                       Sole Voting                        lÛOV"              jYo               OVo
Oaktree Capital Group Holdings,       U.S.
L.P.                                                   Shareholder
Howard Marks                          U.S.             Co-President                         0o/o             ÙYo               ïYo
Bruce Karsh                           U.S.             Co-President                         UYo              Oo/o              ÙYo

Todd Molz                             U.S.             Vice President,                      0o/o             0o/o              0o/o
                                                       Secretary and Sole
                                                       Director
John Edwards                          U.S.             Vice President and                   0o/o             0o/o              0o/o
                                                       Treasurer
Richard Ting                          U.S.             Vice President and                   jYo              ÙYo                0o/o

                                                       Assistant Secretarv
Lisa Arakaki                          U.S.             Vice President and                   ÙYo              0o/o               0o/o
                                                       Assistant Secretarv
Jeff Arnold                           U.S.             Vice President and                   OYo              0o/o               0o/o

                                                       Assistant Secretarv
Emily Alexander                       U.S.             Vice President and                   0o/o             0o/o               ÙVo
                                                       Assistant Secretarv
Martin Boskovich                      U.S.             Vice President and                   0o/o             0o/o               0o/o

                                                       Assistant Secretarv
                                                                                                                                jYo
Shawn Haghighi                        U.S.             Vice President and                   0o/o              0o/o
                                                       Assistant Secretarv



              Oaktree Capital Group Holdings, L.P.

       Name and Address                 Citizenship     Positional Interest   Percentage Vote      Percentage of        Percentage
                                                                                                    Total Assets         of Equity
                                                                                                     (debt plus
                                                                                                       eouitv)
Oaktree Capital Group Holdings,       U.S.             N/A                                 N/A               NiA               N/A
L.P.
Oakhee Capital Group Holdings         U.S.             General Partner                    l00Yo               0o/o              0o/o

GP. LLC
John Frank                            U.S.             Limited Partner                      0o/o
                                                                                                                  o/o          <lo/"
Stephen Kaplan                        U.S.             Limited Partner                      0o/o
                                                                                                                  o/o          1lo/o
Bruce Karsh                           U.S.             Limited Partner                      0o/o
                                                                                                                  o/o          <lYo
David Kirchheimer                     U.S.             Limited Partner                      0o/o
                                                                                                                  o/o          <lYo
Howard Marks                          U.S.             Limited Partner                      0o/o
                                                                                                                  o/o          <lo/o
                                                                                                                  o/o          1lo/o
Kenneth Lians                         U.S.             Limited Partner                      0o/o




              Oaktree Capital Group Holdings GP,LLCZ7


              " Oaktree Capital Group Holdings GP, LLC ("Oaktree GP LLC") has voting and non-voting members.
              The operating agreement of Oaktree GP LLC includes the Commission's insulating language with respect
              to the non-voting members and with respect to certain voting members for media matters. The operating
              agreement establishes a Media Company Committee comprised of the voting members listed above. Each
              30s0696-20


                                                                                                 FCC Form 312
                                                                                                     April2010
                                                                                                  Page27    of3l


      Name and Address                Citizenship     Positional Interest   Percentage Vote      Percentage of     Percentage
                                                                                                 Total Assets        of Equity
                                                                                                  (debt plus
                                                                                                    eouitv)
Oaktree Capital Group Holdings       U.S.             N/A                                N/A              N/A              N/A
GP. LLC
Howard Marks                         U.S.             Member, Manager                    20Yo              0%               ÙYo
                                                      and Chairman
Bruce Karsh                          U.S.             Member, Manager                    20Vo               0o/o            ïYo
                                                      and President
                                     U.S.             Member, Manager                    20o/o              ÙVo             0o/o
John Frank
                                                      and Managing
                                                      Princioal
David Kirchheimer                    U.S.             Member, Manager,                   20o/o              ÙYo             ïVo
                                                      Chief Financial
                                                      Offrcer and Chief
                                                      Administrative
                                                      Officer
Stephen Kaplan                       U.S.             Member, Manager                     20Yo              0o/o            0o/o
                                                      and Princioal
Todd Molz                            U.S.             Managing Director                    ïYo              0o/o            0o/o
                                                      and General
                                                      Counsel



                   The address for all entities and individuals listed above is c/o Oaktree Capital
             Management, L.P. 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071.




             member of the Media Company Committee has an equal one-fifth (l/5) vote. Voting members of Oaktree
             GP LLC who do not serve on the Media Company Committee are considered insulated members for
             purposes of any media investment. In addition, notwithstanding any other provision of the operating
             agfeement, these insulated voting members may not vote for the removal of any member of the Media
             Company Commiftee except as expressly permitted under the Commission's insulated member
             requirements. For the purposes of non-media related investments, all voting members of Oaktree GP LLC
             are permitted to vote with the percentage of all such members' voting rights govemed by Oaktree GP
             LLC's operating agreement.

             30s0696-20


                                                  FCC Form 312
                                                     April20l0
                                                  Page 28   of3l


             ATTACHMENT D: ORGANIZATIONALEIIART




30s0696-20


  Figure 1: Vertical Structure of Reorganized Tribune




JPMorgan Chase &
       Co.




JPMorgan Chase          Angelo Gordon &        Oaktree Capital        Various Non-
  Bank, N.A.               Co., L.P.          Management, L.P.   attributable nvestors
                                                                             I




                               Tribune Company


                                                              Sole Members                                            Angelo Gordon investment
                                                                                                                      professionals and their estate
                        Sole Trustee: John Angelo                                                                     planning vehicles (US citizens
                                                                                                                      and domestic entities)
                                                                   JM Funds LLC (DE LLC)


                                                                                                                        AG Funds GP, L.P. (DE LP)

 John Angelo,
 Michael Gordon,
 and certain of their                                                                                                     AG Funds, L.P. (DE LP)
 family members
                           JAMG LLC
                            (DE LLC)
                                                          Figure 2: Vertical Structure of
 and their estate                                                                                                    100% control, <1% equity
 planning entities                                               Angelo Gordon
 IUS enfifies)




 AG Partners, L.P. (DE LP)                                                                 Anoelo Gordon-Affiliated lnvestment Vehicles*
                                                                                           AG Capital Recovery Partners Vl, L.P. ("AGCR')
                                                                                           AGCR V Master Account LP
                                                                                           AG Eleven Partners, L.P.
                                                                                           AG Garden Partners, L.P.
                                                                                           AG Super Fund, L.P. ('AGSF")
                                                                                           AG MM, L.P.
        Provides management and
                                           AG Collateralized Loan Obliqations*             AG Super Fund lnternational Partners, L.P. (Cayman Cory)
        administrative serv¡ces and
                                           Northwoods Capital lV, Limited                  PHS Patriot Fund, L.P.
        votes Tribune stock
                                           Northwoods Capital V, Limited                   PHS Bay Colony Fund, L.P.
                                            Northwoods Capital Vl, Limited                 Nutmeg Partners, L.P.
 Unaffiliated Manaqed Accounts              Northwoods Capital Vll, Limited                AG CNG Fund, L.P.
 GAM Arbitrage lnvestments, lnc.            Northwoods Capital Vlll, Limited               AG Princess, L.P.
 (BVlCotp)                                  * All Cayman Corps; investors hold             AG Diversified Credit Strategies Master, L.P. (Cayman LP)
                                                                                           * alt DE LPs, except as otherw.se noted; insulated LP
 James River lnsurance ComPanY              nonattributable debt interest and no
 (VA Corp)                                  equity interests                               invesfors hold more than 99% equity and 0o/o voting

     <5% aggregated                                <5% aggregated                                                      >5% aggregated Tribune Class
Tribune Class A stock                         Tribune Glass A stock                                                    A stock; no individual fund will
                                                                                                                       hold >5% Tribune Class A
                                                                                                                       stock, with the possible
                                                                                                                       exception of AGCR and/or
                                                                                                                       AGSF.
                                                          The Tribune Company


Figure 3: Vertical Structure of Oaktree Capital Management




                     Oaktree Capital Group Holdings GP, LLC


                                      General Partner




                      Oaktree Capital Group Holdings, L.P.


                                  Sole Voting Shareholder




                            Oaktree AIF Holdings, lnc.


                             General Partner and Limited Partner




                          Oaktree AIF lnvestments, L.P.


                                       General Partner




                               Oaktree Tribune, L.P.




                                 Tribune Company



Document Created: 2011-07-28 13:59:57
Document Modified: 2011-07-28 13:59:57

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