Exhibit 10.6


[EXECUTION
COPY]


ESOP PURCHASE AGREEMENT


THIS ESOP PURCHASE AGREEMENT
(“Agreement”) is made this 1st day of April, 2007, between TRIBUNE COMPANY (the
“Company”) and GREATBANC TRUST COMPANY, not in its individual or corporate
capacity, but solely as trustee (the “Trustee”) of the TRIBUNE EMPLOYEE STOCK
OWNERSHIP TRUST (“Purchaser” or the “Trust”), a separate trust created under
the Tribune Employee Stock Ownership Plan (the “ESOP”).


RECITALS:


WHEREAS, concurrently
herewith, the Company has executed a merger agreement with the ESOP (the “Merger
Agreement”) pursuant to which a corporation formed by the ESOP (the “Initial
ESOP Entity”) will be merged with and into the Company (the “Merger”), with the
Company being the surviving entity (the “Surviving Corporation”);


WHEREAS, concurrently
herewith, the Company, EGI-TRB, L.L.C., a Delaware limited liability company,
and the Trustee, on behalf of the ESOP, have entered into that certain Investor
Rights Agreement pursuant to which the parties thereto will have certain rights
and obligations regarding the Surviving Corporation following the Merger;


WHEREAS, concurrently with
execution of the Merger Agreement and subject to the terms and conditions of
this Agreement, the Company desires to sell, and Purchaser desires to purchase,
shares (the “Shares”) of the Company’s common stock, par value $.01 per share (“Common
Stock”), having an aggregate purchase price of $250,000,000 (with the meaning
of the word “Shares” including both the shares of the Company to be acquired as
of the date of this Agreement and any such shares into which the Shares may be
converted as a result of the Merger or other similar transaction);


WHEREAS, pursuant to the
Merger Agreement, the Company will launch a tender offer at a purchase price of
$34.00 per share for a maximum number of shares calculated to provide a return
of capital to shareholders of $17.50 per share (the “Stock Repurchase”);


WHEREAS, the ESOP wishes to
acquire the Shares for its account and for the purpose of investment and not
with a view of distribution or resale thereof and, accordingly, will not tender
any of the Shares into the Stock Repurchase; and


WHEREAS, to induce Purchaser
to purchase the Shares, the Company wishes to make (i) various representations
and warranties and (ii) certain covenants for the benefit of Purchaser.


NOW, THEREFORE, in
consideration of the foregoing and of the mutual agreements, covenants, and
undertakings contained herein, and subject to and the terms and conditions
herein set forth below, the parties to this Agreement hereby agree as follows:













 


SECTION 1.                                                                                PURCHASE OF
SHARES


Subject to the terms and
conditions of this Agreement, at the Closing (as defined in Section 3 hereof),
the Company will transfer to Purchaser, and Purchaser will purchase the Shares.


SECTION 2.                                                                                PURCHASE PRICE
AND PAYMENT


In full consideration of the
Company’s transfer and delivery to Purchaser of the Shares at the Closing,
Purchaser shall pay to the Company an aggregate purchase price for the Shares
of Two Hundred Fifty Million Dollars ($250,000,000.00) (the “Purchase Price”).  Such payment of the Purchase Price shall be
subject to the terms and conditions of this Agreement.  The Purchase Price shall be payable by the
Trust’s delivery at the “Closing” (as defined in Section 3 below) of a
promissory note dated as of the “Closing Date” (as defined in Section 3 below)
and payable to the Company (the “ESOP Note” (a copy of which is attached to Schedule
1)), with (i) such note having those payment and other terms
referenced in the ESOP Note and more fully described in an “ESOP Loan Agreement”
of even date to which the Trust and the Company are parties (copy of which is
attached to Schedule 2)), (ii) the extension of credit made under
the ESOP Note and the ESOP Loan Agreement being referred to herein as the “ESOP
Loan,” and (iii) the extension of credit made under the ESOP Note and
the ESOP Loan Agreement being secured by a pledge of the Shares pursuant to the
terms of an “ESOP Pledge Agreement” of even date by and between the Company and
the Trust (a copy of which is attached to Schedule 3).  The number of Shares purchased hereunder
shall be determined by dividing the Purchase Price by the lower of (A) the
average of the last reported sales prices on each of the last twenty trading
days ending on the trading date next preceding the Closing Date for a share of
the Company’s Common Stock on the New York Stock Exchange, (B) the last
reported sales price for such a share of Common Stock on the New York Stock
Exchange on the trading date next preceding the Closing Date, or (C) $28.00.


SECTION 3.                                                                                CLOSING


(a)           Time and Place.  The closing (“Closing”) of the purchase of
the Shares shall be held at a location mutually agreed upon by the Trustee and
the Company on the date hereof.  The date
of the Closing is referred to herein as the “Closing Date.”


(b)           Deliveries.  On the Closing Date the Trustee and the
Company shall make the deliveries described in Section 8 below.


SECTION 4.                                                                                REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


The Company represents and
warrants to the Purchaser as follows:


(a)           Corporate Existence and Authority.  The Company (i) is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware; (ii) has all requisite corporate power to execute, deliver and
perform this Agreement; and (iii) has taken all necessary corporate action to
authorize the execution, delivery and performance of this Agreement.



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(b)           Trustee Appointment.  The Company has taken all necessary corporate
action to appoint GreatBanc Trust Company as trustee of the Trust.


(c)           No Conflict.  The execution and delivery of this Agreement
do not, and the consummation of the transactions contemplated hereby will not,
violate, conflict with or constitute a default under (i) the Company’s
Certificate of Incorporation or By-Laws, (ii) any material agreement, indenture
or other instrument to which the Company is a party or by which the Company or
its assets may be bound or subject, or (iii) any law, regulation, order,
arbitration award, judgment or decree applicable to the Company.


(d)           Validity.  This Agreement has been duly executed and
delivered by the Company and is a valid and binding agreement of the Company
enforceable against the Company in accordance with its terms, except as the
enforceability thereof may be limited by any applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other laws affecting the
enforcement of creditors’ rights generally, or by general equitable principles.


(e)           The Shares.  The Shares have the rights, preferences and
qualifications set forth in the Company’s Certificate of Incorporation, have
been duly authorized and, when issued and delivered against payment therefor as
provided in Section 2 hereof, will be duly and validly issued and will
constitute fully-paid and nonassessable shares of Common Stock of the
Company.  The Company will convey to the
Purchaser, on the date of Closing, good and valid title to the Shares free and
clear of any liens, claims, security interests and encumbrances, except for (i)
beneficial interests accruing to ESOP participants and their beneficiaries and
(ii) any liens, claims, security interests and encumbrances, created or imposed
by the Purchaser.


(f)            ESOP Matters.  The ESOP and the Trust have been duly
authorized, organized and established by all necessary corporate action on the
part of the Company.  The ESOP is a legal
and valid employee stock ownership plan within the meaning of Section
4975(e)(7) of the Internal Revenue Code of 1986, as amended (the “Code”), is
qualified under Section 401(a) of the Code, and the Trust is exempt from
taxation under Section 501(a) of the Code, subject to the receipt of a
favorable determination letter from the Internal Revenue Service (the “IRS”).


SECTION 5.                                                                                REPRESENTATIONS
AND WARRANTIES OF THE TRUSTEE.


The Trustee represents and
warrants to the Company as follows:


(a)           Trustee Existence and Authority.  The Trustee is a trust company organized,
validly existing, and in good standing under the laws of the State of
Illinois.  The Trustee has all requisite
power and authority to act as Trustee and exercise trust powers, including
without limitation, the trust powers provided in and contemplated under the
Trust.  Further, the Trustee, on behalf
of the Trust, has full power and authority under the Trust to execute and
deliver this Agreement and to consummate the transactions contemplated
hereby.  This Agreement has been duly
authorized, executed and delivered by the Trustee on behalf of the Trust.


(b)           No Conflict.  The execution and delivery of this Agreement
do not, and the consummation of the transactions contemplated hereby will not,
violate, conflict with or constitute a default under (i) the terms of the
Trust, (ii) any agreement, indenture or other 



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instrument to which the
Trust is a party or by which the Trust or its assets may be bound or subject,
or (iii) any law, regulation, order, arbitration award, judgment or decree
applicable to the Trust.


(c)           Validity.  The Trustee has signed this Agreement as its
own free act, and this Agreement constitutes the legal, valid and binding
obligation of the Trustee and the Trust and is enforceable in accordance with
its provisions, except to the extent limited by any applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other laws
affecting creditors’ rights generally, or by general equitable principles.  The execution, delivery and performance of
this Agreement by the Trustee, on behalf of the Trust, and the consummation of
the transactions contemplated herein do not and will not require the Trustee to
obtain the consent or approval of, or make any filing with, any person or
public authority.


(d)           Investment.  The Shares are being acquired by the Trustee
for investment, and not for, with the view to, or in connection with the resale
or distribution thereof in violation of Federal securities laws or any
applicable state securities laws.  The
Trustee has no present intention to sell, hypothecate, distribute or otherwise
transfer any of the Shares or any interest therein, except pursuant to the
terms of the Trust.


(e)           No Commissions.  The Trustee has not incurred any obligation
for any finder’s, broker’s or agent’s fees or commissions or similar
compensation in connection with the transactions contemplated hereby.


(f)            Litigation and Compliance
with Governmental Rules. 
There are no current actions, suits, proceedings, arbitrations or
investigations pending or, to the knowledge of the Trustee, threatened against
the Trust.  The Trust is not subject to
any court or administrative judgment, order, or decree which would reasonably
be anticipated to have a material adverse effect on the Trust’s right to enter
into the transaction contemplated by this Agreement.


(g)           Opinion of Financial Advisor.  The financial consulting firm of Duff &
Phelps, LLC has delivered to Trustee its opinion dated as of the Closing Date
to the effect that (i) the Purchase Price to be paid by the Trustee for the
Shares is not in excess of fair market value for the purposes of Section 3(18)
of ERISA; (ii) the interest rate payable under the ESOP Loan is not in excess
of a reasonable rate of interest; (iii) the terms of the ESOP Loan are at least
as favorable to the ESOP as would be the terms of a comparable extension of
credit resulting from arm’s length negotiations between independent parties;
and (iv) the terms and conditions of the transactions which are to occur
pursuant to this Agreement and the Merger Agreement are fair and reasonable to
the Trustee from a financial point of view.


(h)           Satisfaction as to Prudence.  The Trustee is satisfied in its sole
discretion that the purchase of the Shares contemplated hereunder is prudent
and in the best interest of ESOP participants and beneficiaries.


SECTION 6.                                                                                COVENANTS OF
THE PARTIES.


(a)           Covenants of the Company.  The Company hereby covenants and agrees with
the Trustee as follows:



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(1)           Maintenance of
Company.  The Company will take all
actions within its power to preserve its existence.


(2)           Maintenance of
ESOP.  Subject to the right of the
Company to amend or terminate the ESOP in accordance with the terms of the
ESOP, the Company will take all actions within its power to preserve the
existence of the ESOP and of the Trust and to maintain their tax-qualified
status under Sections 401(a) and 501(a), respectively, of the Code.  The Company shall administer, or cause to be
administered, the ESOP in material compliance with (a) the Code and the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as
applicable to the ESOP and this Agreement, and (b) all other laws and
regulations applicable to the ESOP and the Trust.


(3)           Contributions
to the ESOP.  The Company
shall make contributions to the ESOP and/or declare and pay
dividends/distributions on the Shares held by the ESOP in amounts which are
sufficient to enable the Trustee to pay all interest and principal, when due,
on the ESOP Loan; provided, however, that if (i) the Company terminates the
ESOP or (ii) all or substantially all of either the Shares or the Company’s
assets are sold or otherwise transferred after consummation of the Merger, the
Company’s obligations under this Section 6(a)(3) shall cease prospectively.


(4)           ESOP Plan
Qualification.  The Company
will apply for a favorable determination letter with respect to the matters
referenced in Section 4(f) and shall make such amendments as the IRS requests
within the remedial amendment period allowed by Section 401(b) of the Code and
the regulations thereunder; provided that no such amendments shall have a
material adverse effect on the transactions contemplated hereby.  In addition, the Company will file with the
IRS any amendments to the ESOP that are required with respect to the ESOP and
any other amendments to the ESOP which should be so filed within the time
prescribed by law for obtaining an effective date for the amendments that is
retroactive to the earliest date allowed by the IRS.


(5)           Expenses.  The Company will pay the reasonable expenses
of the Trustee and the Trust (including, without limitation, the fees of its
legal and financial advisors) which are incurred (i) in connection with the
authorization, preparation, execution, performance, negotiation and/or review
of this Agreement and the documents ancillary thereto or (ii) in the
performance of the Trustee’s duties under and with respect to the Trust and the
ESOP following the Closing.


(6)           Post-Merger.  After the consummation of the Merger the
Company will, from time to time, contribute sufficient shares to the Trust to
insure that the Trust owns at least 51% both as to value and voting of the
Company’s total equity on a fully-diluted basis; provided, that the provisions
of this clause 6 shall no longer be applicable in the event that the Trust’s
ownership of the Company’s total equity on a fully-diluted basis at any time
drops below 51% as a result of any of the following events: (i) an equity
offering subject to Article IV of the Investor Rights Agreement, dated as of the
date hereof (the “Investor Rights Agreement”), by and among the Company,
EGI-TRB, L.L.C. and the ESOP (A) in which the ESOP fails to purchase its pro
rata share of the offered securities notwithstanding the Company having made
available to the ESOP for 



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the purchase of such securities “Additional
Financing” (as defined in Section 4.4 of the Investor Rights Agreement), (ii) a
Qualified Public Offering (as defined in the Investor Rights Agreement) or
(iii) a Sale of the Company (as defined in the Investor Rights Agreement).  For purposes of this Agreement, the Company’s
total equity on a fully diluted basis shall mean all equity of the Company
whether evidenced by issued and outstanding shares of capital stock, shares of
capital stock issuable under options, warrants or convertible securities or
equity value in the Company evidenced by stock appreciate rights, shares of
phantom stock or other similar instruments.


(7)           Financial
Statements, Reports and Documents.  The Company shall deliver to the Trustee the
materials described in Article VI of the Investor Rights Agreement by and among
the Tribune Company, EGI-TRB, L.L.C. and GreatBanc Trust Company as trustee of
the Tribune Employee Stock Ownership Trust.


(b)           Covenants of the ESOP
Trustee.  The Trustee hereby covenants
and agrees with the Company, on behalf of the Trust, that it will not tender any
of the Shares into the Stock Repurchase.


SECTION 7.                                                                                TRANSFER OF
SHARES.


(a)           The Trustee acknowledges that the Shares shall not
be registered under the 1933 Act, or under applicable state securities laws,
and they will be transferable only pursuant to: (i) a public offering
registered under the 1933 Act; (ii) Rule 144 or Rule 144A of the Securities and
Exchange Commission (or any similar rule in force) if that rule is available
after the applicable holding period; or (iii) any other legally available means
of transfer, if the transferor provides the Company with a legal opinion from
such transferor’s legal counsel that is satisfactory to the Company’s legal
counsel.


(b)           The certificates for the
Shares will be imprinted with a legend in substantially the following form:


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”), OR UNDER APPLICABLE STATE SECURITIES LAWS, AND ARE
BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THOSE LAWS THAT LIMITS THE
DISPOSITION AND THE TRANSFER OF THE SECURITIES. 
THEREFORE, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
THOSE TRANSFER LIMITATIONS.  THE SECURITIES
MAY NOT BE TRANSFERRED UNLESS, IN THE OPINION OF COUNSEL TO THE COMPANY,
REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED
OR UNLESS THE SECURITIES ARE SO REGISTERED. 
THIS CERTIFICATE AND THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO
RESTRICTIONS ON TRANSFER IMPOSED BY AN INVESTOR RIGHTS AGREEMENT DATED AS OF
April 1, 2007 BY AND AMONG TRIBUNE COMPANY, EGI-TRB, L.L.C. AND GREATBANC TRUST
COMPANY, AS TRUSTEE.  THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE TRANSFERABLE ONLY UPON COMPLIANCE WITH THE
TERMS OF THE 



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TRIBUNE EMPLOYEE STOCK
OWNERSHIP PLAN, WHICH RESTRICTS THE TRANSFER OF SUCH SHARES IN THE MANNER
DESCRIBED THEREIN, A COPY OF SAID PLAN BEING ON FILE IN THE OFFICE OF THE
COMPANY.”


SECTION 8.                                                                                CLOSING
DELIVERIES


(a)           By the Trustee.  At the Closing, the Trustee shall deliver to
the Company the ESOP Note in payment for the Shares, as provided in and subject
to the provisions of Section 2 above.


(b)           By the Company.  At the Closing, the Shares shall be credited,
free and clear of any encumbrances, to a securities account of the Trustee for
the benefit of the Purchaser.  The
Company shall deliver to the Trustee a certificate, dated as of the Closing
Date and signed by the Secretary of the Company, certifying (i) resolutions of
the Board of Directors of the Company authorizing the Company to enter into
this Agreement and the related agreement(s) contemplated herein and to
consummate the transactions and perform its obligations hereunder and
thereunder, and (ii) as to the incumbency and specimen signatures of each
officer of the Company executing this Agreement and any other agreement or
document contemplated herein.  The
Company shall also deliver to the Trustee a registration rights agreement of
even date, signed by the Company, in favor of the Trustee (on behalf of the
Trust).


(c)           By the Trustee and the
Company.  At the Closing, the Trustee
and the Company shall sign and deliver to each other copies of the ESOP Loan
Agreement and the ESOP Pledge Agreement.


SECTION 9.                                                                                NO SURVIVAL OF
REPRESENTATIONS AND WARRANTIES.


None of the representation and warranties in this
Agreement or any instrument delivered pursuant to this Agreement shall survive
the Closing.


SECTION 10.                                                                          SEVERABILITY.


The invalidity or
unenforceability of any provisions of this Agreement shall not affect the
validity or enforceability of any other provision under this Agreement.


SECTION 11.                                                                          ASSIGNMENT,
SUCCESSORS AND ASSIGNS.


This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.  No
party shall assign any of its rights or obligations hereunder without the prior
written consent of the other party, except that the Trustee may assign its
rights and obligations hereunder without consent to any successor trustee or
trustees of the Trust or any successor Trust of the ESOP.


SECTION 12.                                                                          GENERAL


(a)           Execution of Counterparts.  For the convenience of the parties, this
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
document.



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(b)           Notices.  All notices which are required or may be
given pursuant to the terms of this Agreement shall be in writing and shall be
sufficient in all respects if delivered personally or by registered or
certified mail, postage prepaid, or facsimile as follows:


If
to the Company:                                                         Tribune Company

435 North Michigan Avenue

Chicago, IL  60611

Attn:  c/o Crane H. Kenney

Senior Vice President, General Counsel & Secretary

Tel:  (312) 222-2491

Fax:  (312) 222-4206


Copies
to:                                                                                                      McDermott Will
& Emery LLP

227 West Monroe Street

Chicago, IL  60606

Attn: Paul Compernolle and

William W. Merten

Tel:  (312) 984-7647

Fax:  (312) 984-7700


                                                                                                                                                            Wachtell,
Lipton, Rosen & Katz

51 West 52 Street

New York, NY  10019

Attn:  Steven A. Rosenblum

and Peter E. Devine

Tel: (212) 403-1221 and (212) 403-1179

Fax: (212) 403-1179


If
to the Trust to:                                                                 Tribune
Employee Stock Ownership Trust 

c/o GreatBanc Trust Company, Trustee

1301 West 22nd Street, Suite 702

Oak Brook, IL  60523

Attn:  Marilyn Marchetti and Danielle
Montesano

Tel:  (630) 572-5121 and (630) 572-5120

Fax:  (630) 571-0599


Copies
to:                                                                                                      K & L Gates


535 Smithfield Street

Pittsburgh, PA  15222-2312

Attn:  Charles R. Smith, Esq. 

Tel:  (412) 355-6536

Fax:  (412) 355-6501


(c)           Governing Law. This
Agreement shall be governed by and construed in accordance with ERISA, the Code
and, to the extent not preempted by Federal law, the laws of the State of
Delaware.  Whenever possible, each
provision of this Agreement shall be construed and interpreted in such manner
as to be effective and valid under ERISA and the Code, and the 



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regulations issued
thereunder, but if any provision of this Agreement shall be prohibited or
invalid under such statutes or regulations, such provision shall be
unenforceable and ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining
provisions of this Agreement.


(d)           Amendments, Waivers,
Discharges, etc.  This
Agreement may not be amended or modified except by a writing signed by all parties
to be bound by the amendment or modification. 
The failure of a party to enforce any provision of this Agreement shall
not be deemed a waiver by such party of any other provision or subsequent
breach of the same or any other obligation hereunder.


(e)           Entire Agreement.  Other than the provisions of the Trustee’s
Engagement Agreement dated February 26, 2007 with the Company (the “Trustee’s
Engagement Letter”), this Agreement contains all the terms agreed upon by the
parties with respect to the purchase and sale of the Shares and, except as to
the Trustee’s Engagement Letter, it supersedes all prior agreements,
arrangements, or understandings, whether oral or written, with respect to the
purchase and sale of the Shares.


(f)            Action as Trustee.  The Trustee has signed and delivered this
Agreement solely as trustee of the ESOP, and not in its individual or corporate
capacity.  The performance of this
Agreement by the Trustee, and all duties, obligations, and liabilities of the
Trustee under this Agreement, will be undertaken by the Trustee only in its
capacity as the trustee of the ESOP.  The
Trustee does not undertake any individual or corporate liability or obligation
by virtue of the signing and delivery of this Agreement or by reason of the
representations, warranties, and covenants contained in this Agreement.


[Remainder of page intentionally left blank.]


[Signature pages to follow.]


 



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IN
WITNESS WHEREOF, the parties have signed this Agreement as of the date first
above written.


The Trust:


	
  GreatBanc Trust Company, not
  in its

  individual or corporate capacity, but

  solely as Trustee of Tribune Employee

  Stock Ownership Plan

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


	
  

  	
   

  	
   

  
	
  By:

  	
  /s/ Marilyn H.
  Marchetti

  	
   

  
	
   

  	
  Marilyn H.
  Marchetti

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
  Senior Vice
  President

  	
   

  



 


	
  

  	
   

  	
   

  
	
  Tribune
  Company:

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Dennis J.
  FitzSimons

  	
   

  
	
   

  	
  Dennis J.
  FitzSimons

  	
   

  
	
  Its:  

  	
  Chairman,
  President and Chief

  Executive Officer

  	
   

  
	
   

  	
   

  	
   

  



 


Signature
Page to ESOP Purchase Agreement