Privileged & Confidential

F&L Draft 11/21/08

CONFIDENTIAL
To be treated as “Company Confidential Information”

RICKETTS FAMILY
c/o Thomas Ricketts
Incapital LLC
200 S. Wacker, Suite 3700
Chicago, IL 60606

November 26, 2008

VIA E-MAIL

Mr. Henry Gosebruch Mr. Christopher Martell

Managing Director Vice President
J.P. Morgan Securities Inc. J.P. Morgan Securities Inc.
277 Park Avenue, 3rd floor 277 Park Avenue, 3rd floor
New York, NY 10172 New York, NY 10172

Gentlemen:

The purpose of this letter (this “Definitive Proposal”) is to outline certain of the terms and
conditions of a proposed acquisition (the “Proposed Transaction”) by entities directly or
indirectly controlled by members of the Ricketts family and one or more trusts established for
their benefit (the “Ricketts Family”) of the following assets (collectively, the “Assets”) from
Tribune Company or its affiliates (collectively, “Tribune”): (a) the assets of Chicago National
League Ball Club, LLC (the “Cubs”) and Diana-Quentin LLC, including Wrigley Field and its
related parking lots1 and other properties, including the triangle parcel, and the Cubs’ entire
equity interest in Chicago Cubs Dominican Baseball Operations, LLC, (b) the assets of Wrigley
Field Premium Ticket Services LLC, (c) the entire equity interest in Comcast SportsNet Chicago,
LLC (“CSN Chicago”) owned directly or indirectly by Tribune (comprising approximately
25.34% of the total interest in CSN Chicago), and (d) all other assets owned directly or indirectly
by Tribune and related principally to the business of the Chicago Cubs Major League Baseball
(“MLB”) club. The principal terms and conditions of this Definitive Proposal are as follows:

1. Identity of Proposed Buyer. The party submitting this Definitive Proposal is the
Ricketts Family. The undersigned is the principal spokesman for the Ricketts Family.
The names, e-mail and business addresses, and telephone and facsimile numbers of the
individuals available to discuss this Definitive Proposal on behalf of the Ricketts Family
are set forth in Exhibit A attached hereto. The proposed acquiring entity will be a
partnership (or other business entity treated as a partnership for tax purposes), consistent
with the business and tax structure reflected in the revised draft agreements discussed in
Section 6 below, in which the Ricketts Family will hold ultimate managerial control.
1
This Definitive Proposal expressly contemplates that parking assets currently owned directly or indirectly
by the Tribune and/or the Cubs are among the Assets covered by the Ricketts Family’s Proposed Transaction.

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 2. Bid Value. Based on information provided by Tribune regarding the Assets and their
respective businesses (collectively, the “Business”), we have ascribed a bid value,
expressed in U.S. dollars, of $[ZZZ,ZZZ,ZZZ] (the “Bid Value”). This amount reflects
the sum of (i) the ascribed enterprise valuation of $[XXX,XXX,XXX] (the “Enterprise
Valuation”) for 100% of the Assets and (ii) the value of the Preferred Membership
Interest that we describe below, which we calculate to be $[YY,YYY,YYY] (the “Preferred
Membership Interest Value”) based on the financial projections provided by J.P. Morgan
Securities Inc. (“JPMorgan”) on behalf of Tribune. With regard to the allocation of the
Enterprise Valuation among the Assets, the Ricketts Family is flexible and is willing to
work with Tribune to determine the most mutually beneficial allocation.

3. Sources and Uses of Funds. Consideration payable to Tribune in exchange for its
contribution of the Assets to a new limited liability company (or other business entity
treated as a partnership for tax purposes) (“Newco”) will be comprised of (i) a payment
distribution amount from Newco of $[WWW,WWW,WWW] (the “Distribution
Amount”), (ii) a [5.0%] membership interest in Newco, and (iii) a preferred membership
interest in Newco (the “Preferred Membership Interest”). The Ricketts Family will
receive the remaining membership interest in Newco, the amount of which is [95.0%]
(the “Ricketts Newco Percentage Interest”).

1. Distribution Amount. The Distribution Amount will be an amount equal to the sum of (i)
the Institutional Debt Financing Amount (as defined below), with such amount
reduced by the revolving credit component thereof (the “IDFA Revolver”), (ii) the
Individual Debt Financing Amount (as defined below), and (iii) the Net Equity
Payment Amount (as defined below). The Distribution Amount will be subject to
customary balance sheet adjustments and other adjustments customary for valuing
MLB clubs, as more fully set forth in the Ricketts Family’s revised draft of the
Formation Agreement attached hereto as Exhibit B-1.

2. Preferred Membership Interest. The Preferred Membership Interest will entitle Tribune
to 50% of the cumulative levered free cash flows 2 of Newco for the period from
closing through January 1, 2018 above $125,000,000 and below $400,000,000.
Newco will have no obligation to make any Preferred Membership Interest
distributions to Tribune until the fourth anniversary of closing, but will be obligated
to make payments within 90 days of each January 1st thereafter (including an initial
payment of accrued amounts, if any) through January 1, 2018. Following the final
payment scheduled to occur within 90 days of January 1, 2018, the Preferred
Membership Interest will expire.

3. Net Equity Payment Amount. The “Net Equity Payment Amount” is an amount equal to
(i) the Ricketts Newco Percentage Interest multiplied by (ii) the amount equal to (A)
the Enterprise Valuation minus (B) the Institutional Debt Financing Amount plus (C)
the IDFA Revolver, with the product of (i) and (ii) then reduced by (iii) the Individual
Debt Financing Amount.
2
As will be defined in the LLC Agreement, “levered free cash flow” will include all non-committed cash
flow from operating the Assets, less all interest expense, but excluding any extraordinary revenue events – e.g., a
recapitalization or sale of the Cubs’ interest in MLBAM.
2
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 4. Debt Financing. We anticipate, and this Definitive Proposal assumes, that we will
obtain debt financing from a group of capital providers in an aggregate amount of not less
than $[550,000,000] (the “Institutional Debt Financing Amount”). This debt may be
comprised of two components:

1. Newco Senior Loan Facility. Based on our discussions to date with numerous potential
capital providers, we are highly confident 3 that Newco will be able to obtain a senior
secured loan facility for an aggregate amount of not less than $[500,000,000] (the
“Newco Senior Loan Facility”) and with terms consistent with the market standard.

2. Newco Mezzanine Loan Facility. Based on our discussions to date with GSP Finance
LLC, we are highly confident that we will be able to obtain a subordinated loan
facility for up to $[50,000,000] (the “Newco Mezzanine Loan Facility”) and with
terms consistent with the market standard. The Newco Mezzanine Loan Facility
would be subordinate to, and incremental to, any amounts raised under the Newco
Senior Loan Facility, up to an aggregate amount of $[550,000,000].

We will seek valid and binding debt commitment letters (such commitment letters being
subject to any conditions imposed by the lenders) with the appropriate parties on or
before signing of the definitive Formation Agreement.

We also anticipate that debt financing (the “Individual Debt Financing”) in an aggregate
amount of not less than $[SSS,SSS,SSS] (the “Individual Debt Financing Amount”)
will be provided by an individual lender. It is intended that this amount will be financed
by the individual lender through the monetization of certain unencumbered, liquid assets
that the individual lender owns. The terms of the Individual Debt Financing will be
based on standard market terms consistent with loans of this type, including a fixed
maturity date, standard default provisions, an unconditional guarantee to pay a stated rate
of interest, standard creditor remedies, etc. As we are prepared to discuss in greater
detail, we believe the Individual Debt Financing is consistent with, and will satisfy,
Tribune’s structural objectives.

The Newco Senior Loan Facility, the Newco Mezzanine Loan Facility and the Individual
Debt Financing will be guaranteed by Tribune, and Tribune will ultimately be responsible
for the repayment of such loans.

5. Equity Contribution. The Ricketts Family will contribute up to 100% of the equity
capital in Newco on the closing of the Proposed Transaction, subject to Section 10.b.vi
below. Specifically, the Ricketts Family intends to finance its equity contribution through
available cash and the monetization of certain unencumbered, liquid assets currently held
in the Ricketts Grandchildren’s GST Trust to which family members have ready access
for purposes relating to family businesses.

3
Our confidence, in part, results from our intention to provide an operating support agreement credit
enhancement from a creditworthy family trust to support these facilities.
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 6. Markups of Draft Agreements.

1. Formation Agreement. Attached hereto as Exhibits B-1 and B-2, respectively, are clean
and redlined versions of the Ricketts Family’s revised draft of the Formation
Agreement, proposing specific edits where possible and identifying topics for
discussion elsewhere.

2. Tax Matters Agreement. Attached hereto as Exhibits C-1 and C-2, respectively, are clean
and redlined versions of the Ricketts Family’s revised draft of the Tax Matters
Agreement, proposing specific edits where possible and identifying topics for
discussion elsewhere.

3. Transition Services Agreement. Attached hereto as Exhibits D-1 and D-2, respectively,
are clean and redlined versions of the Ricketts Family’s revised draft of the Transition
Services Agreement, proposing specific edits where possible and identifying topics
for discussion elsewhere.

7. Structure. The Ricketts Family envisions the Cubs as a multi-generational asset that
will be owned by the Ricketts family well beyond the holding period contemplated by the
Tax Matters Agreement. Accordingly, subject to approval by MLB and the other
conditions set forth in Section 10 below, the Ricketts Family is prepared to enter into a
transaction using a leveraged partnership structure to acquire the entirety of the Assets as
described in this Definitive Proposal and the accompanying exhibits. In addition, the
Ricketts Family has the ability to be flexible and is willing to work with Tribune to
consider and develop any alternative transaction, capital or financing structures so long as
they are no less favorable to the Ricketts Family than the currently proposed structures.

8. Due Diligence. Although the Ricketts Family has completed the vast majority of its
due diligence in connection with the Proposed Transaction, there are a few diligence
items yet to be satisfied (in addition to customary confirmatory due diligence through the
closing). Accordingly, closing of the Proposed Transaction is subject to completion by
the Ricketts Family and its representatives of a business, financial, legal and accounting
due diligence investigation and review satisfactory to the Ricketts Family in its sole
discretion of the following items: (a) remaining due diligence regarding CSN Chicago,
including its financials (including projections), information on carriage deals (e.g., when
up for renewal), and copies of agreements referenced but not included in the CSN
Chicago documents in the data room (including the Affiliation Agreement referenced in
the Amended and Restated Limited Liability Company Agreement of CSN Chicago); (b)
environmental due diligence (including a Phase I environmental assessment and an
updated asbestos/lead paint/mold assessment of the building facilities at Wrigley Field,
the triangle property and any other real estate related to the Business); (c) additional due
diligence relating to the MLB Players Benefit Plan; and (d) the contents of the disclosure
schedules and exhibits to the transaction agreements, which the Ricketts Family and its
representatives have not had sufficient opportunity to review, including underlying
documentation for any matter referenced in the disclosure schedules that was not
included in the data room. In addition to the remaining due diligence required by the
Ricketts Family, its lenders still need to complete their due diligence as a condition to

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 their funding commitments. The lenders will advise of the specific due diligence items
that remain open from their perspective. The Ricketts Family and its lenders may also
have follow-up due diligence questions and requests based on Tribune’s responses to their
current due diligence requests.

9. Internal Approvals. This Definitive Proposal has been preliminarily approved by the
Ricketts Family and the trustee of the Ricketts Grandchildren’s GST Trust, although such
approval will need to be formally documented once the acquisition entity or entities are
formed. Accordingly, subject to the conditions in this Definitive Proposal, the Ricketts
Family is prepared to execute the revised drafts of the Formation Agreement, Tax Matters
Agreement and Transition Services Agreement substantially in the forms attached hereto
as Exhibits B-1, C-1 and D-1, respectively, subject to such mutually agreed further
revision as is necessary to address the comments included within such revised drafts and
to account for any additional issues identified in the remaining due diligence referred to
in Section 8 above and in the other agreements to be executed in connection with the
Proposed Transaction (including the LLC Agreement for Newco), drafts of which have
yet to be provided.

10. Conditions. In addition to the other conditions in this Definitive Proposal, closing of
the Proposed Transaction is subject to the following conditions:

1. Definitive Agreements. Execution of the definitive Formation Agreement, Tax Matters

Agreement and Transition Services Agreement, consistent with Section 9 above.
Negotiation, on terms satisfactory to the Ricketts Family, and execution of all other
definitive agreements between Tribune (or an affiliate thereof) and the Ricketts
Family (or an affiliate thereof) relating to the Proposed Transaction, including the
LLC Agreement for Newco. Such agreements will contain representations,
warranties, conditions, covenants, indemnities and other terms customary for
transactions of this type, as well as any additional representations, warranties,
conditions, covenants, indemnities or other terms as are deemed necessary by the
Ricketts Family as a result of the completion of its due diligence review. The
definitive agreements referred to in this Section 10.a are collectively referred to as the
“Definitive Agreements.”

2. Conditions in Definitive Agreements. Satisfaction (or waiver) of all conditions set forth
in the Definitive Agreements, including, without limitation, the following:

1. Baseball Approvals. Approval by MLB and, as applicable, the other MLB

clubs of the Proposed Transaction and the Ricketts Family.

2. Legal and Regulatory Approvals. Receipt of all applicable legal and

regulatory approvals, including the expiration of any applicable waiting
periods related to the Hart-Scott-Rodino Antitrust Improvements Act of
1976.

3. Third Party Approvals. Receipt of any other third party approvals

necessary to consummate the Proposed Transaction, including approvals

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 by the other members of CSN Chicago of the pledge of the interests in
CSN Chicago as part of the debt financing for the Proposed Transaction.

4. Absence of Material Adverse Change. The absence of any material

adverse change in the assets, liabilities, business or financial condition of
the Business since the date of the last audited financial statements for the
Business.

5. Debt Financing. Obtaining the debt financing necessary to effect the

Proposed Transaction as set forth in Section 4 above.

6. Family Financing. The ability of the Ricketts Family to monetize certain

unencumbered, liquid securities in which they hold title at not less than a
pre-determined price with the proceeds from such sale capitalizing the
Individual Debt Financing Amount and the Ricketts Family’s equity
commitment, which the Ricketts Family will have the opportunity to do
for up to 90 days following the satisfaction of all other conditions
precedent in the Formation Agreement.

7. WGN. Negotiation and execution of revised television and radio

broadcast agreements, satisfactory to the Ricketts Family, between the
Business and WGN to embody fair market value and fair market terms.

11. Binding Terms. Tribune and the Ricketts Family agree that in recognition of the
significant costs being borne by the Ricketts Family in pursuing the Proposed
Transaction, upon Tribune’s execution of a counterpart of this Definitive Proposal, the
provisions of this Section 11 only will constitute the legally binding and enforceable
agreement of Tribune and the Ricketts Family.

1. Good Faith. Tribune and the Ricketts Family shall negotiate in good faith to arrive at
mutually acceptable Definitive Agreements and any ancillary agreements for
approval, execution and delivery on the earliest reasonably practicable date.
Notwithstanding the foregoing, however, the Ricketts Family shall be permitted to
terminate negotiations immediately in the event that the Ricketts Family, through its
continued due diligence investigation of the Assets and the Business, discovers any
information related to the Assets or the Business that the Ricketts Family, in its sole
discretion, deems would make the proposed acquisition of the Assets commercially
unreasonable.

2. Exclusive Dealing. For a period of 90 days from the date this Definitive Proposal is
executed by Tribune (the “Exclusivity Period”), Tribune shall not, and shall cause its
officers, employees, agents, representatives and direct and indirect subsidiaries
(including the Cubs) not to, directly or indirectly (except with respect to the Ricketts
Family): (i) enter into or conduct any discussions with any persons or entities
(including any affiliates of Tribune) relative to any disposition of the business, assets
or stock of any Asset (whether by sale of stock, sale of assets, merger or otherwise);
(ii) solicit or encourage submission of any inquiry, proposal or offer related to the

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 disposition of the business, assets or stock of any Asset (whether by sale of stock, sale
of assets, merger or otherwise); or (iii) entertain any offer to purchase the business,
assets or stock of any Asset (whether by sale of stock, sale of assets, merger or
otherwise). In the event Tribune or any of its officers, employees, agents,
representatives or direct or indirect subsidiaries receives any such inquiry, proposal or
offer from any person or entity, Tribune will promptly notify the Ricketts Family and
inform such person or entity of Tribune’s obligations under this Section (without
revealing the Ricketts Family’s name).

3. Expenses. Except as may otherwise be provided in the Definitive Agreements, the

Ricketts Family and Tribune shall each be solely responsible for its own expenses,
including expenses of legal counsel, accountants, investment bankers, brokers and
other advisors, incurred at any time in connection with negotiating, pursuing or
consummating the Proposed Transaction.

4. Access. Tribune will give the Ricketts Family and its advisors full and complete access
to all of the books, records, accounts and financial statements and other documents
and materials relating to the Assets and the Business as the Ricketts Family may
require to complete its due diligence investigation in accordance with Section 8 above
and will permit the Ricketts Family and its advisors to physically inspect the Assets.
Tribune will also permit a firm engaged in the regular business of environmental
engineering retained by the Ricketts Family to conduct such environmental audits
(including asbestos/lead paint/mold assessments) of the real estate occupied by the
Assets as the Ricketts Family in its discretion considers necessary or appropriate.

5. Confidentiality. Tribune will treat this Definitive Proposal (including all information
contained in this Definitive Proposal or disclosed in connection with this Definitive
Proposal) as Company Confidential Information (as defined in the Nondisclosure
Agreement between Tribune and Thomas Ricketts, for himself and his affiliated
companies), and Tribune will direct and cause both its and the Cubs’ owners,
employees, agents, and representatives to not, without the Ricketts Family’s express
prior written consent, disclose to any person or entity, including, without limitation,
any other possible buyer of all or any portion of the Assets, (i) the fact that
discussions or negotiations are taking place concerning the Proposed Transaction or
any other transactions between or involving Tribune and the Ricketts Family, or (ii)
any of the terms, conditions or other facts or circumstances with respect to the
Proposed Transaction or any other transactions between or involving Tribune and the
Ricketts Family, including the status thereof. In addition, Tribune will not use (and
will direct and cause its and the Cubs’ owners, employees, agents, and representatives
to not so use) any such Company Confidential Information for any purpose other than
the evaluation of the Proposed Transaction or any other transactions between or
involving Tribune and the Ricketts Family.

6. Termination. This Definitive Proposal will terminate upon the earlier of (i) the execution
of the Definitive Agreements or (ii) the date, following the final day of the
Exclusivity Period, on which one party advises the other party that it is terminating all
negotiations regarding the Proposed Transaction.

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 This Definitive Proposal is an expression of our interest in the Assets and does not constitute a
contract, other than the provisions of Section 11 above, or an offer or an agreement to acquire the
Assets. Other than the provisions of Section 11 above (which are legally binding on the Ricketts
Family and Tribune), this proposal is not legally binding on the Ricketts Family or any direct or
indirect member thereof, any advisors of the Ricketts Family, Tribune or any of its affiliates,
JPMorgan, or any other person or entity, and the terms of any such acquisition would be set forth
in the Definitive Agreements and related documentation in form and substance satisfactory to the
parties and executed and delivered by them. If Tribune does not accept this Definitive Proposal
by executing and delivering to the Ricketts Family a counterpart of this Definitive Proposal on or
before 5:00 p.m., Chicago time, on December 3, 2008, then the Ricketts Family may withdraw
this Definitive Proposal at any time thereafter by providing written notice to you.

We believe we are the ideal candidate to purchase the Assets for a number of reasons in addition
to our attractive Bid Value. First, we have the financial resources to support our bid for the
Assets. Second, we are a single family, and not a disparate and fluctuating group of investors
with varying interests and resources. Third, on a related note, as a single family, we share the
same vision for our investment in the Assets. We are all looking at the Proposed Transaction as
an opportunity for an intergenerational family investment with the goal of holding the Assets for
a long time. Therefore, we present a buyer that has the financial wherewithal to purchase and
operate the businesses and that can act quickly and with common goals in pursuing this
investment. In addition to being an attractive candidate to Tribune, we should also appeal to
MLB as a good, locally-based ownership group that is looking to hold these Assets for the long
term and not with a view toward flipping this investment. Finally, while we think it is
unnecessarily cumbersome to include commitments regarding the compensation and severance
terms for employees in the Definitive Agreements, our intention is to offer to hire all employees
of the Business.

We appreciate the opportunity to participate in the second phase of the potential sale of the
Assets. We look forward to working with you and Tribune in the next phase of the sale process
and hopefully through the consummation of the Proposed Transaction.

[The next page is the signature page.]

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 If you have any questions regarding this letter, or if there is any other information you might
need to receive to facilitate our moving to the final phase of this sale process, please feel free to
contact the undersigned or any of the other individuals listed in Exhibit A attached hereto.

Very truly yours,

RICKETTS FAMILY

By:

Thomas Ricketts

TRIBUNE COMPANY

By:
Its:

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 EXHIBIT A

Representatives of the Ricketts Family to Discuss Definitive Proposal

Thomas Ricketts
Incapital LLC
200 S. Wacker
Suite 3700
Chicago, IL 60606
tom.ricketts@incapital.com
Telephone: (312) 379-3700
Facsimile: (312) 379-37

Salvatore Galatioto
Galatioto Sports Partners LLC
6 East 43rd Street, 19th Floor
New York, NY 10017
GalatiotoS@gspcap.com
Telephone: (212) 850-4998
Facsimile: (212) 850-3918
Mobile: (516) 220-7796

Brent Johnston
Galatioto Sports Partners LLC
6 East 43rd Street, 19th Floor
New York, NY 10017
JohnstonB@gspcap.com
Telephone: (212) 850-4997
Facsimile: (212) 850-3997
Mobile: (917) 520-7078

Mary K. Braza
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202-5306
mbraza@foley.com
Telephone: (414) 271-2400
Facsimile: (414) 297-4900

Patrick G. Quick
Foley & Lardner LLP
777 East Wisconsin Avenue
Milwaukee, WI 53202-5306
pgquick@foley.com
Telephone: (414) 271-2400
Facsimile: (414) 297-4900

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 EXHIBIT B-1

Clean Version of Revised Formation Agreement

[see attached]

MILW_7893378.2
 EXHIBIT B-2

Redlined Version of Revised Formation Agreement

[see attached]

MILW_7893378.2
 EXHIBIT C-1

Clean Version of Revised Tax Matters Agreement

[see attached]

MILW_7893378.2
 EXHIBIT C-2

Redlined Version of Revised Tax Matters Agreement

[see attached]

MILW_7893378.2
 EXHIBIT D-1

Clean Version of Revised Transition Services Agreement

[see attached]

MILW_7893378.2
 EXHIBIT D-2

Redlined Version of Revised Transition Services Agreement

[see attached]

MILW_7893378.2