Attachment E

This document pretains to SES-ASG-20120615-00553 for Assignment on a Satellite Earth Station filing.

IBFS_SESASG2012061500553_955290

                                                                               FCC Form 312
                                                                               Jwrc 2012
                                                                               Page I

                                COMPREHENSIVE EXHIBIT

                       Pro Forma Applications for the Restructuring
                                          of the
                                 Licensee Subsidiaries of
                         Tribune Company, Debtor-in-Possession,
                             Holding Satellite Earth Stations

                                        Table of Contents


I.     Introduction and Overview                                                 .................2
il.    Relationship of the Restructuring Applications to the Exit 4pp1ications...................3
ilI.   Basis for Pro Forma Treatment.                                                    .........4
IV.    Description of Restructuring Transactions .........                    ....................4
V.     Permit-but-Disclose Status........                                               ..........5
VI.    Agreements for the Proposed Restructuring Transactions..........             .........'...' 5
VII.   Specific Changes in Tribune Licensee Subsidiaries................ ............'.... 6


ATTACHMENT A:                   Broadcast Licenses Held by Tribune Subsidiaries, with a
                                Description of the Consents Transfers and Assignments
                                Being Sought in Separate Applications to Implement the
                                Restructuring

ATTACHMENT B:                   Non-Broadcast Licenses Held by Tribune Subsidiaries, with
                                a Description of the Consents Transfers and Assignments
                                Being Sought in Separate Applications to Implement the
                                Restructuring

ATTACHMENT C:                   Fourth Amended Plan of Reorganization for Tribune
                                Company prepared by certain of Tribune's debtors, creditors
                                and lenders, as amended (the
                                                             .'DCL Plan").

Attachment C is being filed with the Restructuring Application for V/GN Continental
Broadcasting Company, Debtor-in- Possession, licensee of WGN(AM) and WGN-TV,
Chicago, Illinois, and is incorporated by reference in the other broadcast, satellite,
wireless and CARS Restructuring Applications being filed concurrently with the WGN
application.


                                                                                       FCC Form 312
                                                                                       June2012
                                                                                       Page2

                                   COMPREHENSIVE EXHIBIT

                         Pro Formn Applications for the Restructuring
                                            of the
                                   Licensee Subsidiaries of
                           Tribune Company, Debtor-in-Possession,
                                Holding Satellite Earth Stations

L        Introduction and Overview

       Applications currently are pending before the Commission seeking Commission
consent for Tribune Company, Debtor-in-Possession ("Tribune") and the other Tribune
Debtors to emerge from bankruptcy (the "Exit Applications").1

        This application, its companion application, and other concurrently filed FCC
applications, (collectively, the "Restructuring Applications"), seek the Commission's
consent to implement, pxþ to the Tribune Debtor's emergence from bankruptcy, an
internal restructuring of the subsidiaries of Tribune.' The Restructuring Applications
include both the broadcast applications identified in Attachment A of this Exhibit and
concunently filed applications for assignment or transfer of non-broadcast licenses, as
described in Attachment B to this Exhibit. These transactions are contemplated by the
Plan of Reorganization for Tribune Company prepared by certain of Tribune's debtors,
creditors and lenders, as amended (the "DCL Plan"), by which Tribune and certain of its
direct and indirect subsidiaries (collectively, the "Tribune Debtors") will emerge from


I
  On December 8, 2008, Tribune and certain of its subsidiaries submitted voluntary petitions for relief
under chapter 11 of title l l of the United States Code to the United States Bankruptcy Court District of
Delaware (the "Bankruptcy Court"), to reorganize under Chapter I I of the Bankruptcy Code. See In re
Tribune Company et al., Case No. 08-13141 (Chapter 1l) @anl<r. D. Del.) (jointly administered). Tribune
subsequently filed, and the Commission granted, a series of FCC Form 316 involuntaryproforma
applications to assign the broadcast licenses held by certain Tribune subsidiaries to those same subsidiaries
operating as debtors-in-possession and to reflect control ofthose subsidiaries by Tribune as a debtor-in-
possession. See WPD(, Inc.: WPD(TV), New York, NY, BALCT-20081217ACB, et al. On April 28,
2010, Tribune filed applications on FCC Form 314 for consent to assign out ofbanlcuptcy the licenses of
its broadcast subsidiaries, and those applications remain pending before the Commission. See WPIX, Inc.:
WPD(TV), New York, NY, BALCDT-20100428ADP,                   et al.

t As Tribune noted
                   in the Exit Applications   as   initially submitted,

         The Plan ofReorganization authorizes Tribune to enter into transactions to change the
         organizational structure 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 authorþ for any changes affecting
         the Tribune licensee subsidiaries.

Comprehensive Exhibit   atl n.2.


                                                                                    FCC Form 312
                                                                                    June2012
                                                                                    Page 3

bankruptcy as reorganized entities (the reorganized Tribune Company is hereinafter
referred to as "Reorganized Tribune"). These transactions for internalreorganization of
Tribune's broadcast and non-broadcast licensee subsidiaries as described in this Exhibit
are referred to hereafter as the "Restructuring Transactions."

il.      Relationship of the Restructuring Applications to the Exit Applications

        As part of the implementation of the DCL Plan, Tribune proposes to consummate
the Restructuring Transactions (1) following the Commission's issuance of consent for
Tribune to emerge from bankruptcy pursuant to the Exit Applications and (2) prior to the
consummation of the transactions described in the Exit Applications and Tribune's
emergence from bankruptcy.3 Tribune's consummation of the Restructuring Transactions
while in bankruptcy will result in changes in the identity of Tribune subsidiaries proposed
to be the assignees under the Exit Applications. In each case in which the assignee is a
new entity, the change will be a minor change from one wholly owned indirect subsidiary
of Tribune to another wholly owned direct or indirect subsidiary of Tribune.
Accordingly, Tribune, in connection with the filing of this and the other Resffucturing
Applications, also is amending the Exit Applications so that a Commission grant of the
Exit Applications will reflect the changes in the identity of the Tribune licensee
subsidiaries that will be effectuated through the pre-emergence consummation of the
Restructuring Transactions.

         As directed by the International Bureau for the purpose of ensuring that the
 necessary authorizations are properly reflected in the International Bureau's electronic
 frling system, each Tribune satellite earth station authorization is included in two pro
forma applications, hereafter the "First Step Application" and the "Second Step
Application."

        The First Step Application seeks authority for the pro þrma assignment (or
transfer of control) of the satellite earth station authorizations subject to the First Step
Application to the Tribune subsidiary listed in Attachment B that will hold the
authorizations as a debtor-in-possession until Tribune's emergence from bankruptcy.

        The Second Step Application, which is being fiied concunently with the First
Step Application, requests afarther proþrma consent to substitute the Tribune
subsidiary that will be licensee upon consummation of the First Step Application as the
licensee upon the emergence of Tribune and the Tribune subsidiary from bankruptcy,
such that they are no longer designated as debtors-in-possession.

        In other words, each First Step Application moves Tribune earth station licenses
to a new entity or to an entity with a different control structure within Tribune, with

3
 Pursuant to Wireless Bureau authorization, Tribune plans to consummate prior to the approval of the Exit
Applications a limited number of Restructuring Transactions that involve only non-broadcast
authorizations.


                                                                                   FCC Form 312
                                                                                   Iune2012
                                                                                   Page 4

Tribune and its licensee subsidiaries continuing to be debtors in possession. The Second
Step Application for those licenses substitutes those licensees for the assignees
designated under the Exit Applications.

IIII.    Basis for Pro Forma Treatment

        The Restructuring Applications propose changes only in the structure of Tribune's
subsidiaries and do not otherwise propose to make any changes or introduce any new
parties into Tribune itself, other than newly created wholly owned subsidiaries of
Tribune. Each of the assignments and transfers proposed in the Restructuring
Applications involves either the assignment of Tribune licenses from one indirect,
wholly-owned subsidiary of Tribune to another or the transfer of a Tribune licensee from
control by one indirect, wholly owned subsidiary of Tribune to control by another
indirect, wholly owned subsidiary of Tribune.

IV.     DescriptionofRestructuringTransactions

        At present, Tribune indirectly holds its broadcast licenses through its direct
wholly owned subsidiary Tribune Broadcasting Holdco, LLC, which, in turn, holds all of
the issued and outstanding stock of Tribune Broadcasting Company. Each of Tribune's
current broadcasting licensee subsidiaries is a direct or indirect wholly owned subsidiary
of Tribune Broadcasting Company.

       Concurrently with the consummation of the proþrmalicense assignments and
proformatransfer,a and as apartof the Restructuring Transactions, Tribune Broadcasting
Holdco, LLC will merge into Tribune Broadcasting Company. Tribune Broadcasting
Company will then convert to a limited liabilþ company, Tribune Broadcasting
Company, LLC. In addition, the Restructuring Applications contemplate that each of the
Tribune licenses     except for the licenses for KPLR-TV, St. Louis, Missouri, held by
                 - for WGNO(TV) and WNOL-TV, held by Tribune Broadcasting
KPLR,Inc., and those
New Orleans, Inc.     will be assigned to a Delaware limited liability company following
                   -
the Restructuring Transactions as a result of:

             o                    of the licenses of an existing subsidiary to one or more
                 a direct assignment
                 newly formed Delaware limited liability company licensee subsidiaries;

             o   a merger of the present licensee subsidiary into the corresponding newly
                 formed Delaware limited liability company licensee subsidiary, with such
                 newly formed Delaware limited liability company subsidiary as the
                 surviving entity in the merger; or



4
  Most of the Restructuring Applications for broadcast licensees propose aproforma assignment of license
to a new entity. The Restructuring Applications for KPLR, Inc., and for Tribune Television New Orleans,
Inc., however, seek consent to a pro forma transfer of control.


                                                                        FCC Form 312
                                                                         June2012
                                                                        Page 5

           o   a conversion of the present licensee subsidiaryfrom a corporation to a
               limited liabilþ corporation under applicable provisions of state law,
               which would result in a new business form (limited liabilþ company) and
               a new name.

        KPLR,Inc. will remain the licensee of KPLR-TV, St. Louis, Missouri, and
Tribune Television New Orleans, Inc. will remain the licensee of WGNO(TV) and
WNOL-TV, New Orleans, Louisiana, as the Restructuring Transactions do not
contemplate any merger, conversion or similar transaction involving KPLR, Inc. or
Tribune Television New Orleans, Inc. Each of KPLR, [nc. and Tribune Television New
Orleans, [nc. will undergo a pro forma transfer of control, however, to become a direct
wholly-owned subsidiary of Tribune Broadcasting Company,LLC following the merger
of Tribune Broadcast Holdco, LLC into Tribune Broadcasting Company and the
conversion of Tribune Broadcasting Company into a limited liability company, as
described above. Thus, KPLR, Inc. and Tribune Television New Orleans, Inc. will
continue in existence as corporations, but will undergo aproþrma transfer of control.

        As a result of the Restructuring Transactions described above, Tribune
Broadcasting Company,LLC will become the direct or indirect parent company of each
of Tribune's broadcast licensee subsidiaries, which are the assignees (or licensees
undergoing a transfer of control) pursuant to the pro þrma assigrwrent (or transfer)
applications described in Section VII.

V.     Permit-but-Disclose Status

       The Commission already has granted'þermit-but-disclose" status under the
Commission's ex parte rules for Tribune's Exit Applications. See Public Notice, "Media
Bureau Announces Filing of Applications for Consent to Assignment of Broadcast
Station Licenses by Tribune and Its Subsidiary Companies and Permit-but-Disclose Ex
Parte Søtus for the Proceeding," MM Docket No. 10-104, FCC No. DA 10-840, released
May 13, 2010; see ølso 47 C.F.R. $ 1.1200 et seq. The RestructuringApplications also
request Commission consent to implement the Plan of Reorganization Accordingly,
Tribune understands that the permit-but-disclose ex parte procedures applicable to non-
restricted proceedings also will govern the Commission's consideration of the
Restructuring Applications. See 47 C.F.R. $ 1.1206.

VI.    Agreements for the Proposed Restructuring Transactions

         The principal document governing the Restructuring Transactions is the DCL
Plan. A copy of the DCL Plan is being filed with the Restructuring Application for WGN
Continental Broadcasting Company,licensee of WGN(AM) and WGN-TV, Chicago,
Illinois, and incorporated by reference in the other broadcast Restructuring Applications.
Because the Restructuring Applications are wholly internal to Tribune, other anticipated
transaction documents will consist of those associated with the notices, assignments,
merger, conversion, and related filings under state law that will be prepared to reflect the
changes in Tribune subsidiaries detailed in Section VII, and Attachments A and B, below.


                                                                                     FCC Form 312
                                                                                     June2012
                                                                                     Page 6

The documents will be voluminous and will contain information that is not germane to
the FCC's consideration ofthe Restructuring Applications. Documents relating to the
bankruptcy proceeding generally will be available to the public through the Bankruptcy
Court-5

VII.      Specific Changes in Tribune Licensee Subsidiaries

        Attachment A and Attachment B describe the changes in Tribune licensee
subsidiaries that will result from the consummation of each of the Restructuring
Transactions. The Restructuring Transactions involving satellite earth stations are
described in Attachment B. The Restructuring Transactions involve only transfers and
assignments among wholly owned direct or indirect subsidiaries of Tribune. Each
assignee and transferee will be a debtor-in-possession following the consummation of the
Step One Applications prior to Tribune's emergence from bankruptcy. The proforma
assignments desøibed in the Step Two Applications substitute the licensee following the
consummation of the transactions in the Step One Applications for the licensee listed in
the Exit Applications, with such licensee no longer a debtor-in-possession.




s
  See LUJ, Inc. and Long Nine, Inc.,17 FCC Rcd 16980 (2002). Epiq Bankruptcy Solutions, LLC offers a
list on its website of the publicly available filings in the Tribune bankruptcy docket as a service to the
public. The list is available athfip:llchapterl l.epiqsystems.com./tribune (last visited June 8, 2012). The
website is not the website of the United States Bankruptcy Court and does not purport to contain the
complete, ofücial record ofthe Bankruptcy Court. All documents filed with the Bankruptcy Court are
available for inspection at the offrce ofthe Clerk ofthe Bankruptcy Court during its normal business hours
or may be accessed online for a fee via PACER at: htþ://www.deb.uscourts.gov.


                                                                              FCC Forms 3161 603 13121327
                                                                              June2012
                                                                              Page I


         ATTACHMENT A: BROADCAST LICENSES HELD BY TRIBUITIE SUBSIDIARIES

 Assignor or            Assignee/          Call Sign and    Community              Description
 Transferor             Transferee            F'CC ID            of
                                                              License
Tribune               Tribune             KCPQ(TÐ          Tacoma, WA     Assignor will convert into
Television            Broadcasting        ß3894\                          Tribune Broadcasting Seattle,
Northwest,            Seattle,   LLC,     K25CG.D'         Aberdeen,      LLC,awholly owned
Inc., Debtor-         Debtor-in-          (33898\          WA             subsidiary of Tribune
in-Possession         Possession          K ?C}Í4.D'       Centralia/     Broadcasting Company, LLC.
(Assignor)            (Assignee)           ß3895\          Chehalis. WA
                                          KOTZC-D'         Ellensburg-
                                          [formerly        Kittitas, WA
                                          Ks4DXl
                                          ßs8961
                                          K28KJ-D*         Chelan, WA
                                          Iformerly
                                          K64ESl
                                          (33899\
Channel 40,           KXTL, LLC,          KT)(L(TV)        Sacramento,    Assignor will merge with and
Inc., Debtor-         Debtor-in-          (r020s)          CA             into KTXL,LLC, a wholly
in-Possession         Possession                                          owned subsidiary of Tribune
(Assipnor)            (Assisnee)                                          Broadcastins Comoanv. LLC.
KIAH [nc.,            K[AH, LLC,          KIAH(TÐ          Houston, TX    Assignor will convert into
Debtor-in-            Debtor-in-          (2s3e4)                         KIAH, LLC,a wholly owned
Possession            Possession                                          subsidiary of Tribune
(Assisnor)            (Assisnee)                                          Broadcastins Comoanv. LLC
KSWB Inc.,           KSWB, LLC,           KSWB-TV          San Diego,     Assignor will merge with and
Debtor-in-           Debtor-in-           (5882D           CA             into KSWB,LLC, a wholly
Possession           Possession                                           owned subsidiary of Tribune
(Assisnor)            (Assisnee)                                          Broadcastinq Company " LLC.
KTLA Inc.,           KTLA, LLC,           KTLA(TÐ          Los Angeles,   Assignor will merge with and
Debtor-in-            Debtor-in-          (3s670)          CA             into KTLA,LLC, a wholly
Possession           Possession                                           owned subsidiary of Tribune
(Assisnor)           (Assipnee)                                           Broadcastins Comoanv. LLC.




    t
        Call sigrr change reflecting digiøl conversion.

    'Call    sign change reflecting digital conversion.

    '   Call sigr change reflecting digital conversion.
    o
        Call sign change reflecting digital conversion.


                                                                                   FCC Forms   3 | 61   603 /3 I2l 327
                                                                                   Iune2012
                                                                                   Page2

 Assignor or             Assignee/         Call Sign and   Community                   Description
 Transferor             Transferee           FCC ID              of
                                                             License
Tribune               Tribune              KZJO(rÐ         Seattle, WA      The licenses for KJZO(TV)
Television            Broadcasting         (formerly                        will   be assigned to Tribune
Holdings,             Seattle,   LLC,      KMYQ(rv))                        Broadcasting Seattle, LLC, a
Inc., Debtor-         Debtor-in-           69s71\                           wholly owned subsidiary of
in-Possession         Possession           K25CH-D         North Bend,      Tribune Broadcasting
(Assignor)            (Assígnee)           (6es7s)         WA               Company, LLC.

                                           K29ED-D"        Everett, WA
                                           (6es74)
Tribune               W)OVfl, LLC,         mß{r(rÐ         Grand Rapids,    The licenses for \M)ilVf(TV)
Television            Debtor-in-           ró84s3\         MI               will be assigned to WXMI,
Holdings,             Possession           W42CB-D'        Hesperia,   MI   LLC,awholly owned
Inc., Debtor-         (Assignee)           64440\                           subsidiary of Tribune
in-Possession                              wl7DF-D"        Muskegon,        Broadcasting Company, LLC.
(Assignor)                                 (formerly       MI
                                           w52DB)
                                           64442\
Tribune               KDAF, LLC,           KDAF(TV)        Dallas, TX       The licenses for KDAF(TV)
Television            Debtor-in-           (22201)                          will be assigned to KDAF,
Company,              Possession                                            LLC, awholly owned
Debtor-in-            (Assignee)                                            subsidiary of Tribune
Possession                                                                  Broadcasting Company,          LLC.
(Assipnor)
Tribune               Tribune              \MTIC.TV        Hartford, CT     The licenses for WTIC-TV
Television            Broadcasting         (147)                            will be assigned to Tribune
Company,              Hartford,                                             Broadcasting Hartford, LLC, a
Debtor-in-            LLC, Debtor-                                          wholly owned subsidiary of
Possession            in-Possession                                         Tribune Broadcasting
(Assisnor)            (As.sisnee)                                           Comoanv- LLC.
Tribune               WPMT, LLC,           ïvPMr(TÐ        York, PA         The licenses for WPMT(TÐ
Television            Debtor-in-           (t02ts)                          will be assigned to WPMT,
Company,              Possession                                            LLC,awholly owned
Debtor-in-            (Assignee)                                            subsidiary of Tribune
Possession                                                                  Broadcasting Company,           LLC.
(Assisnor)


    5
        Call sign change reflecting digital conversion.
    u
        Call sigrr change reflecting digital conversion.
    t Call sign change reflecting digital conversion.
    t Call sign change reflecting digital conversion.


                                                                                  FCC Forms   3 161   603 I 3 121327
                                                                                  June2012
                                                                                  Page 3


Assignor or            Assignee/        Call Sign and        Community                 Description
Transferor            Transferee          FCC ID                    of
                                                               License
Tribune              WPHL, LLC,         WPFIL-TV            Philadelphia,     The licenses for WPHL-TV
Television           Debtor-in-         (7387e)             PA                will be assigned to WPHL,
Company,             Possession                                               LLC,awholly owned
Debtor-in-           (Assignee)                                               subsidiary of Tribune
Possession                                                                    Broadcasting Company, LLC.
(Assisnor)
Tribune              Tribune            wxrN(rv)            Indianapolis,     The licenses for WXIN(TV)
Television           Broadcasting       u46)                IN                will be assigned to Tribune
Company,             Indianapolis,                                            Broadcasting Indianapolis,
Debtor-in-           LLC, Debtor-                                             LLC,awholly owned
Possession           in-Possession                                            subsidiary of Tribune
(Assisnor)           (Assisnee)                                               Broadcastins Companv" LLC.
Tribune              KRCW, LLC,         KRCW-TV             Salem, OR         The licenses for KRCW-TV
Broadcast            Debtor-in-          ( 10192\                             will be assigned to KRCW,
Holdings,            Possession          lKl3ZEl'           Prineville, OR    LLC,awholly owned
Inc., Debtor-        (Assignee)          (   I 29666\1                        subsidiary of Tribune
in-Possession                           K2OES               Pendleton,        Broadcasti4g Company, LLC.
(Assignor)                               (   12671)         etc., OR
                                         K24DX              Pendleton,
                                         (12678\            etc.. OR
                                         KRCW-LP            Portland, OR
                                         (3515l',I
Tribune              Tribune             wrrv(rÐ            Bloomington,      The licenses for WTTV(TV)
Broadcast            Broadcasting        (s6523)            TN                and WTTK(TV) will be
Holdings,            Indianapolis,                                            assigned to Tribune
Inc., Debtor-        LLC, Debtor-        WTTK(TV)',"        Kokomo,IN         Broadcasting Indianapolis,
in-Possession        in-Possession       (56s26)                              LLC,awholly owned
(Assignor)           (Assignee)                                               subsidiary of Tribune
                                                                              Broadcastins Companv. LLC.
WGN                  WGN                 wGN(AM)            Chicago,IL        Assignor will convert into
Continental          Continental         (72 r 14)                            WGN Continental
Broadcasting         Broadcasting                                             Broadcasting Company, LLC,
Company,             Company,            WGN-TV              Chicago,IL       a wholly owned subsidiary of
Debtor-in-           LLC, Debtor-          r t5)
                                         (72                                  Tribune Broadcasting
Possession           in-Possession                                            Company, LLC.
(Assisnor)           (Assísnee)



    e
        Construction permit surrendered for cancellation on August 8, 201l.
    to
      Tribune Broadcast Holdings, Inc. operates WTIK(ñD, Kokomo, lndiana, as a satellite of WTTV(TV),
    Bloomington, Indiana. See Shareholders of Tribune Co.,22 FCC Rcd at2l284-21286.


                                                                               FCC Forms   3 1,6/ 603 I 3 12/327
                                                                               June2012
                                                                               Page 4


 Assignor or            Assignee/        Call Sign and       Community              Description
 Transferor            Transferee          FCC ID                  of
                                                               License
Channel 39,           WSFL, LLC,         WSFL.TV            Miami, FL      Assignor will convert into
Inc., Debtor-         Debtor-in-         (r020s)                           WSFL, LLC, awholly owned
in-Possession         Possession                                           subsidiary of Tribune
(Assisnor)            (Assipnee)                                           Broadcastins Companv. LLC.
KWGN Inc.,            KWGN, LLC,         KWGN-TV            Denver, CO     Assignor will convert into
Debtor-in-            Debtor-in-         (J5883)                           KWGN, LLC, awholly owned
Possession            Possession                                           subsidiary of Tribune
(Assisnor)            (Assísnee)                                           Broadcasting Company, LLC.
Tribune              Tribune             wGNO(rÐ            New Orleans,   Control of Tribune Television
Television           Broadcasting        (72119\            LA             New Orleans,Inc.o licensee of
New Orleans,         Company,            WNOL-TV            New Orleans,   WGNO(TV) and WNOL-TV,
Inc., Debtor-        LLC, Debtor-        (s4280)            LA             will be transferred to Tribune
in-Possession        in-Possession                                         Broadcasting Company, LLC,
(Licensee), a        (Transferee)                                          and Tribune Television New
subsidiary of                                                              Orleans,Inc. will become a
Tribune                                                                    wholly owned subsidiàry of
Broadcasting                                                               Tribune Broadcasting
Company                                                                    Company, LLC.
(Transferor\
WPIX,Inc.,            WPIX, LLC,         wPrx(TV)           New York,      Assignor will convert into
Debtor-in-            Debtor-in-         (7s881)            NY             WPIX, LLC, awholly owned
Possession            Possession                                           subsidiary of Tribune
(A.s.sìsnor)          (Assisnee)                                           Broadcastins Company, LLC.
                      .WDCW,
WDCW                                     wDCw(rÐ            Washington,    Assignor will convert into
Broadcasting,         LLC, Debtor-       (305761            DC             WDCTW, LLC, awholly owned
Inc., Debtor-         in-Possession      lw5lcY             Chambersbur    subsidiary of Tribune
in-Possession         (Assignee)         (6468Ølt1          g, PA          Broadcasting Company, LLC.
(Assisnor)
WCCT,Inc.,            Tribune            WCCT-TV            Waterbury,     Assignor will convert into
Debtor-in-            Broadcasting       (formerly          CT             Tribune Broadcasting
Possession            Hartford,          wTXX(rÐ                           Hartford, LLC, awholly
(formerly             LLC, Debtor-       (r40s0)                           owned subsidiary of Tribune
named                 in-Possession                                        Broadcasting Company, LLC.
WTXX Inc.)            (Assignee)
(Assisnor)




     rr
          Authorization surrendered for cancellation on August 12,2011.


                                                                     FCC Forms   3 | 61   603 / 3 121327
                                                                     June2012
                                                                     Page 5


 Assignor or     Assignee/       Call Sign and   Community               Description
 Transferor      Transferee        FCC ID             of
                                                     License
KPLR,Inc.,      Tribune          KPLR.TV         St. Louis, MO   Tribune Broadcasting
Debtor-in-      Broadcasting     (3s4tD                          Company, which owns all of
Possession      Company,                                         the issued and outstanding
(Licensee), a   LLC, Debtor-                                     stock of KPLR,Inc., will be
subsidiary of   in-Possession,                                   converted into a Delaware
Tribune         (Transferee)                                     limited liability company,
Broadcasting                                                     Tribune Broadcasting
Company                                                          Company, LLC, which will be
(Transferor)                                                     a wholly owned subsidiary of
                                                                 Tribune Comoanv.


                                                                             FCC Forms     3 | 61   603 /3 I2l 327
                                                                             June2012
                                                                             Page 6

            ATTACHMENT B: NON.BROADCAST LICENSES ITELD BY                                TRIBTJITIE
                                SUBSIDIARIES




  Assignor or                Assignee   or          Call Sign                 Description
  Transferor                Transferee
Channel39,Inc.,           WSFL, LLC,              1E0900161''   Assignor will convert    into WSFL,
Debtor-in-                Debtor-in-                            LLC, awholly owned        subsidiary of
Possession                Possession                            Tribune Broadcasting     Company,
(Assignor)                (Assignee)                            LLC, a wholly owned       subsidiary of
                                                  E5159
                                                                Tribune Company.

Channel40,Inc.,           KXTL, LLC,              WNEU6OO       Assignor will merge with and into
Debtor-in-                Debtor-in-                            KTXL, LLC, awholly owned
Possession                Possession                            subsidiary of Tribune Broadcasting
(Assignor)                (Assignee)              WNEU6Ol       Company, LLC, a wholly owned
                                                                subsidiary of Tribune Company.

                                                  E,070263


                                                  KG62


Chicago Tribune           Chicago                 wQP427        Assignor will merge with and into
Company,                  Tribune                               Chicago Tribune Company, LLC, a
Debtor-in-                Company, LLC,                         wholly owned subsidiary of Tribune
Possession                Debtor-in-                            Publishing Company, LLC, a wholly
(Assignor)                Possession                            owned subsidiary of Tribune
                          (Assipnee\                            Company.
Chicagoland               Chicagoland             wNTO776       Assignor will merge with and into
Microwave                 Television              woF49         Chicagoland Television News, Inc.,
Licensee,Inc.,            News, LLC,              F,040146      which will then convert into
Debtor-in-                Debtor-in-              KB60l25       Chicagoland Television News, LLC,
Possession                Possession.             l-wLY387l'    a wholly owned subsidiary of
(Assignor)                (Assignee)                            Tribune Broadcasting Company,
                                                  [wLY388]'"
                                                                LLC, a wholly owned subsidiary of
                                                                Tribune Company.




12
     License assigned to and now held by WGN Continental Broadcasting Company, Debtor-in-Possession.
13
     Surrendered for cancellation on August   12,2}ll.
ra
     Surrendered for cancellation on August 12,2011.


                                                              FCC Forms     3 I 61   603 / 3 121327
                                                              Jlur¡re2012
                                                              PageT

  Assignor or        Assignee    or    Call Sign               Description
   Transferor        Transferee
The Hartford       The Hartford       wQDX448      Assignor will merge with and into
Courant            Courant                         The Hartford Courant Company,
Company,           Company, LLC,                   LLC, awholly owned subsidiary of
Debtor-in-         Debtor-in-                      Tribune Publishing Company, LLC,
Possession         Possession                      wholly owned subsidiary of Tribune
(Assipnor\         (Assiçnee\                      Comoanv.
KIAH Inc.,         K[AH, LLC,         WNSZ973      Assignor will convert into KIAH,
Debtor-in-         Debtor-in-                      LLC, awholly owned subsidiary of
Possession         Possession                      Tribune Broadcasting Company, a
(Assignor)         (Assignqe)                      wholly owned subsidiary ôf Tribune
                                                   Company.
                                      E000330




Licensee: KPLR,    Transferee:        wPwc6l4      Tribune Broadcasting Company,
Inc., Debtor-in-   Tribune                         which owns all of the issued and
Possession         Broadcasting                    outstanding stock of KPLR,Inc., will
                   Company, LLC,                   be converted into a Delaware limited
Transferor:        Debtor-in-                      liability company, Tribune
Tribune            Possession.        wPwc6l6      Broadcasting Company, LLC, which
Broadcasting                                       will be a wholly owned subsidiary of
Company            Licensee                        Tribune Company.
                   remains:
                   KPLR,Inc.,
                   Debtor-in-
                   Possession         wPwc859

KSWB,Inc.,         KSWB, LLC,         E080179      Assignor will merge with and into
Debtor-in-         Debtor-in-                      KSWB, LLC, awholly owned
Possession         Possession                      subsidiary of Tribune Broadcasting
(,4ssignor)        (Assignee)                      Company, LLC, a wholly owned
                                                   subsidiarv of Tribune Company.


                                                                                   FCC Forms   3 | 6I   603 13 l2l 327
                                                                                    June2012
                                                                                   Page 8

  Assignor or                  Assignee    or         Call Sign                     Description
  Transferor                  Transferee
KTLA Inc.,                  KTLA, LLC,              KA6987T            Assignor will merge with and into
Debtor-in-                  Debtor-in-              wPoTTl3            KTLA, LLC, awholly owned
Pqssession                  Possession              wPoT714            subsidiary of Tribune Broadcasting
(Assignor)                  (Assígnee)              WPYW95l            Company, LLC, awholly owned
                                                    WPZF492            subsidiary of Tribune Company.
                                                    WPZVSSO
                                                    woHV526
                                                    E0r0013
                                                    F,040245
                                                    E870836
                                                    El10041"
                                                   Pending
                                                    Applications
                                                    000s166830
                                                    0005 163816
                                                    000s 157978
                                                    0005157947
KWGN,Inc.,                  KWGN, LLC,              KNGWgIO            Assignee   will convert into KWGN,
Debtor-in-                  Debtor-in-              WNTY263            LLC,  a wholly owned subsidiary of
Possession                  Possession              WNTZ34O            Tribune Broadcasting Company,
(Assignor)                  (Assignee)              WPTJ722            LLC, awholly owned subsidiary of
                                                    WPXF2I3            Tribune Company.
                                                    E;020240
                                                    8990t79
Licensee; Los               Transferee:             KNNJ823            Ownership and control of Los
Angeles Times               Tribune                 KMH964             Angeles Times Communications,
Communications,             Publishing              KNGL886            LLC, will be transferred from
LLC, Debtor-in-             Company, LLC,
                                                    KRT233
                                                                       Tribune Company to Tribune
Possession                  Debtor-in-                                 Publishing Company, LLC, a wholly
                                                    WNMLTIO
                            Possession                                 owned subsidiary of Tribune
Transferor:                                         WNML7l1
                            Licensee                                   Comnanv and Trih¡¡ne T.os Anoeles-
Tribune                                             wxM802
                            remains as:                                Inc. will be merged into Los Angeles
Company,
                            Los Angeles             KD26376            Times Communications, LLC.
Debtor-in-
                            Times                   wPGW829
Possession
                            Communication           WPLR39I
                            s LLC, Debtor-          WPNY772
                            in-Possession
                                                    WPSD866




15
     Authorization issued after the filing of the Exit Applications.


                                                              FCC Forms   3 | 6/ 603 / 3 12/   327
                                                              June2012
                                                              Page 9

   Assignor or         Assignee or    Call Sign               Description
   Transferor           Transferee
Orlando Sentinel     Orlando         KIM936       Assignor will convert into Orlando
Communications       Sentinel                     Sentinel Communications Company,
Company,             Communication                LLC, and the interests in the Orlando
Debtor-in-           s Company,                   Sentinel Communications Company,
Possession           LLC, Debtor-                 LLC, will be assigned from Tribune
(,4ssignee)          in-Possession                Company to Tribune Publishing
                     (Assignor)      WNYHSO3      Company, LLC, so that Orlando
                                                  Sentinel Communications Company,
                                                  LLC, will become a wholly owned
                                                  subsidiary of Tribune Publishing
                                     WPNL352      Company, LLC, a wholly owned
                                                  subsidiary of Tribune Company.

Sun-Sentinel         Sun-Sentinel    WQFE854      Assignor will convert into Sun-
Company,             Company, LLC,                Sentinel Company, LLC, and the
Debtor-in-           Debtor-in-                   interests in Sun-Sentinel Company
Possession           Possession                   will be conveyed from Tribune
(Assignor)           (,4ssignee)
                                     wPvITgl      Company to Tribune Publishing
                                                  Company, LLC, so that Sun-Sentinel
                                                  Company, LLC , will become a
                                                  wholly owned subsidiary of Tribune
                                                  Publishing Company, LLC, awholly
                                                  owned subsidiary of Tribune
                                                  Comoanv.
The Morning          The Morning     WPDT6TO      Assignor will merge with and into
Call,Inc., Debtor-   Call,LLC,                    The Moming Call, LLC, a wholly
in-Possession        Debtor-in-      KER671       owned subsidiary of Tribune
(Assignor)           Possession.                  Publishing Company, LLC, a wholly
                     (Assignee)      WPMP325      owned subsidiary of Tribune
                                                  Comoanv.
Tribune Broadcast    Tribune         80001 17     The licenses will be assigned to
Holdings,Inc.,       Broadcasting                 Tribune Broadcasting Indianapolis,
Debtor-in-           Indianapolis,                LLC, awholly owned subsidiary of
Possession           LLC, Debtor-    E940434      Tribune Broadcasting Company,
(Assignor)           in-Possession                LLC, a wholly owned subsidiary of
                     (Assisnee)                   Tribune Companv.


                                                          FCC Forms     3 | 61 603 /3   l2l 327
                                                          June2012
                                                          Page l0

   Assignor or     Assignee or     Call Sign                  Description
    Transferor     Transferee
Tribune          KDAF, LLC,       WPPB659      The licenses will be assigned to
Television       Debtor-in-                    KDAF, LLC, awholly owned
Company,         Possession                    subsidiary of Tribune Broadcasting
Debtor-in-       (Assignee)                    Company, LLC, a wholly owned
Possession                                     subsidiary of Tribune Company.
(Assignor)


                                  E000143




Tribune          Tribune          8880192      The licenses will be assigned to
Television       Broadcasting                  Tribune Broadcasting Hartford, LLC,
Company,         Hartford, LLC,                a wholly owned subsidiary of
                                  8960251
Debtor-in-       Debtor-in-                    Tribune Broadcasting Company,
Possession       Possession                    LLC, a wholly owned subsidiary of
(Assignor)       (Assignee)                    Tribune Company.
                                  E090014




Tribune          WPMT, LLC,       WPVV416      The licenses will be assigned to
Television       Debtor-in-
                                  wPwD6l5      WPMT, LLC, a wholly owned
Company,         Possession                    subsidiary of Tribune Broadcasting
Debtor-in-       (Assignee)       E030089      Company, LLC, awholly owned
Possession                        E910286      subsidiary of Tribune Company.
lAssisnor)
Tribune          WPHL, LLC,       E861091      The license will be assigned to
Television       Debtor-in-                    WPHL, LLC, a wholly owned
Company,         Possession                    subsidiary of Tribune Broadcasting
Debtor-in-       (Assignee)                    Company, LLC, a wholly owned
Possession                                     subsidiary of Tribune Company.
(Assísnor\


                                                                                      FCC Forms    3 16/ 603 13   12/327
                                                                                      June2012
                                                                                      Page 11

   Assignor or                 Assignee    or         Call Sign                       Description
    Transferor                  Transferee
Tribune                      Tribune                F;0t0294           The licenses will be assigned to
Television                   Broadcasting                              Tribune Broadcasting Indianapolis,
Company,                     Indianapolis,          8050094            LLC, awholly owned subsidiary of
Debtor-in-                   LLC, Debtor-           8940358            Tribune Broadcasting Company,
Possession                   in-Possession                             LLC, awholly owned subsidiary of
(Assignor)                   (Assignee)             8110039''          Tribune Company.
Tribune                     WXMI, LLC,              WNDA663            The licenses   will   be assigned to
Television                  Debtor-in-                                 WXMI, LLC, awholly owned
                                                    wPos479
Holdings,Inc.,              Possession                                 subsidiary of Tribune Broadcasting
Debtor-in-                  (Assignee)              wP)(L969           Company, LLC, a wholly owned
Possession                                                             subsidiary of Tribune Company.
                                                    898050s
(Assignor)
                                                    woox723"
                                                    woPE760'"
Tribune                     Tribune                 8060339            Control of Tribune Television New
Television New              Broadcasting            E;070143           Orleans, Inc., will be transferred to
Orleans,Inc.,               Company, LLC,           E090031            Tribune Broadcasting Company,
Debtor-in-                  Debtor-in-              F;96002s           LLC,awholly owned subsidiary of
Possession                  Possession              WPJD417            Tribune Company.
(Licensee), a               (Transferee)            WPJD418
subsidiary of                                       WPTC527
Tribune                                             WPTC528
Broadcasting
Company
(Transferor\




16
     Authorization issued after the filing of the Exit Applications.
r7
  The authorization for rWQOX723 was issued after the filing of the Exit Applications. A notice of completion       of
construction has been filed for WQOX723.
18
  The authorizationfor WQPE760 was issued after the filing of the Exit Applications. A notification of the
completion of construction of the facility was filed with the Commission on June 7 ,2012.


                                                                                  FCC Forms     3 I 6/   603 / 3 12/ 327
                                                                                  June2012
                                                                                  Page 12

   Assignor or                Assignee or             Call Sign                    Description
    Transferor                 Transferee
Tribune                     Tribune                 WPND9OO            Assignor will convert into Tribune
Television                  Broadcasting            WPLP484            Broadcasting Seattle, LLC, a wholly
Northwest,Inc.,             Seattle, LLC,           WPNDgOI            owned subsidiary of Tribune
Debtor-in-                  Debtor-in-              WPNJ2IO            Broadcasting Company, LLC, a
Possession                  Possession              wPoN880            wholly owned subsidiary of Tribune
(Assignor)                  (Assignee)              wPoN881            Company.
                                                    WPSS919
                                                    WPYH836
                                                    woDR693
                                                    wPoQ408
                                                    E,030207
                                                    8050057
                                                    8990062
                                                    E120001',
WGN Continental             WGN                     KNNl895            Assignor will convert into WGN
Broadcasting                Continental             WNTH421            Continental Broadcasting Company,
Company,                    Broadcasting            WPMW586            LLC, a wholly owned subsidiary of
Debtor-in-                  Company, LLC,           WPNJ494            Tribune Broadcasting Company,
Possession                  Debtor-in-              E030276            LLC, a wholly owned subsidiary of
(Assignor)                  Possession              E040339            Tribune Company.
                            (Assignee)              E980088
                                                    8090016"



WPIX,Inc.,                  W?IX, LLC,              8110038','.        Assignor will convert   into WPIX,
Debtor-in-                  Debtor-in-              8860695            LLC, awholly owned      subsidiary of
Possession                  Possession              8970060            Tribune Broadcasting    Company,
(Assignor)                  (Assignee)              F;040317           LLC, awholly owned      subsidiary of
                                                    8120002'"          Tribune Company.
                                                    WPNM862
                                                    wPoR428




re
     Authorization issued after the filing of the Exit Applications.
to
  License acquired from Channel 39, Inc., Debtor-in-Possession.
2t Authorization
                 issued after the filing of the Exit Applications.
22
     Authorization issued after the filing of the Exit Applications.


                                      ATTACHMENT C


Attachment C is being frled with the Restructuring Application for WGN Continental
Broadcasting Company, Debtor-in- Possession, licensee of 'WGN(AM) and WGN-TV, Chicago,
Illinois, and is incorporated by reference in the other broadcast, satellite, wireless and CARS
Restructuring Applications being filed concurrently with the WGN application



Document Created: 2012-06-15 09:33:54
Document Modified: 2012-06-15 09:33:54

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