Attachment Exhibit E

This document pretains to SES-ASG-20110810-00943 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2011081000943_908227

FCC Form 312 July 2011 COMPREHENSTVE EXHIBIT This application seeks the Commission's consent to the assignment of the earth station license identified in Item A8 of FCC Form 312 Schedule A (the "Earth Station"), FROM: its existing licensee, a subsidiary of Tribune Company, Debtor-in- Possession ("Tribune"), 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 filed so that this Earth Station, which was granted after the filing of the applications for Tribune to emerge from bankruptcy listed in the attached April 2010 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 WT)O((TV), IVaterbury changed its call sign to WCCT-TV and KMYQ(TV), Seattle changed its call signto KZJO(TV). Tribune subsidiaries have obøined the following new earth station licenses: El10038 (licensed to W?IX, Inc., Debtor-In-Possession), El10039 (licensed to Tribune Television Company, Debtor-In-Possession), and El10041 (licensed to KTLA Inc., Debtor-In-Possession). ln 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 the 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 14:01:19
Document Modified: 2011-07-28 14:01:19
© 2024 FCC.report
This site is not affiliated with or endorsed by the FCC