—] Shares TRIBUNE MEDIA COMPANY CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 20th, 2015 • Tribune Media Co • Television broadcasting stations • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and J.P. Morgan Securities LLC (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule II to such agreement (collectively, the “Underwriters”) with Tribune Media Company, a Delaware corporation (the “Company”), and certain selling stockholders of the Company named in Schedule I to the Underwriting Agreement (the “Selling Stockholders”) providing for a public offering (the “Public Offering”) of shares (the “Shares”) of Class A Common Stock of the Company, par value $0.001 per share (the “Common Stock”), pursuant to a Registration Statement (the “Registration Statement”) on Form S-1 filed with the Securities and Exchange Commission (the “SEC”).
