EXHIBIT 10.6
INDEMNITY
AGREEMENT
INDEMNITY AGREEMENT (the
“Agreement”), dated as of May 1, 2000, between THE
HERALD COMPANY, INC., a New York corporation (“Herald”
or the “Indemnitor”), and PULITZER INC., a Delaware
corporation (“Pulitzer”). Capitalized terms used but
not otherwise defined herein shall have the respective meanings
given to such terms in the Joint Venture Agreement or the Operating
Agreement, each referred to below.
WITNESSETH:
WHEREAS, Pulitzer, Herald, Pulitzer
Technologies, Inc. (“PTI”) and St. Louis Post-Dispatch
LLC, a Delaware limited liability company (the
“Company”), are parties to a Joint Venture Agreement,
dated as of May 1, 2000 (the “Joint Venture
Agreement”);
WHEREAS, Pulitzer, PTI and Herald
are parties to the Operating Agreement of the Company, dated as of
May 1, 2000 (the “Operating Agreement”);
WHEREAS, the Company is a party to a
Credit Agreement, dated as of May 1, 2000, between the Company and
The Prudential Insurance Company of America and certain other
institutional lenders (collectively, the “Lenders”), as
amended, supplemented or otherwise modified from time to time (the
“Credit Agreement”), pursuant to which the Lenders have
agreed to make a loan to the Company in the principal amount of
$306,000,000 (the “Company Debt”);
WHEREAS, the Company has executed a
promissory note, dated as of May 1, 2000, evidencing the Company
Debt;
WHEREAS, Pulitzer has provided to
the Lenders a full and unconditional guaranty of payment of the
Company Debt pursuant to a Guaranty Agreement, dated as of May 1,
2000 (the “Pulitzer Guaranty”);
WHEREAS, as contemplated by and as
more fully described in Section 3.12 of the Operating Agreement,
the parties thereto intend that the Company Debt will be refinanced
on one or more occasions with Permanent Company Debt (as defined in
the Operating Agreement); and
WHEREAS, the Indemnitor has agreed
to indemnify Pulitzer against amounts that may be actually paid by
Pulitzer under the Pulitzer Guaranty, subject to the terms and
limitations set forth herein.
NOW, THEREFORE, the parties hereto
agree as follows:
SECTION 1. INDEMNITY.
(a) Subject to Sections 3 and 4
hereof, the Indemnitor unconditionally agrees to indemnify Pulitzer
for any payments of principal and interest with respect to the
Company Debt that Pulitzer may make under the Pulitzer Guaranty,
and any reasonable costs and expenses incurred by Pulitzer in
connection with Indemnitor’s performance of its obligations
under this Agreement, if Pulitzer shall have (i) exhausted all of
its rights (whether by subrogation or otherwise) to reimbursement
or recovery from the Company or the Company’s assets and (ii)
assigned its Interest (as defined in the Operating Agreement), and
caused PTI and all other Affiliates of Pulitzer to assign their
Interests, to Herald (or to an Affiliate of Herald designated by
Herald). Such indemnification payment shall be made within 30 days
after the Indemnitor’s receipt of written notice from
Pulitzer of Pulitzer’s right to such payment.
(b) For purposes of this Agreement,
the term “Company Debt” shall include any Permanent
Company Debt; the term “Credit Agreement” shall include
any similar agreement entered into by the Company in respect of any
Permanent Company Debt; and the term “Pulitzer
Guaranty” shall include any similar agreement entered into by
Pulitzer in connection with any Permanent Company Debt.
SECTION 2. SUBROGATION.
(a) Upon the Indemnitor’s
payment in full to Pulitzer pursuant to Section 1(a) hereof, the
Indemnitor shall be subrogated to the remaining rights of Pulitzer
against the Company to the extent of such payment. For purposes of
the Operating Agreement, on the day such payment is made, the
Indemnitor shall be treated as if it contributed an amount equal to
the amount of the payment to the capital of the Company.
(b) Notwithstanding any provision of
applicable Law, the Indemnitor hereby agrees that the assignment by
Pulitzer, PTI and any other Affiliate of Pulitzer of their
respective Interests to Herald pursuant to Section 1(a) above shall
constitute full satisfaction of any and all claims and other rights
(whether legal or equitable) that Indemnitor may have or thereafter
acquire against Pulitzer, the Company, any Member of the Company or
any other Person by reason of making a payment pursuant to Section
1(a) hereof (other than any rights under the Operating Agreement in
respect of the deemed capital contribution described in Section
2(a) above), including, without limitation, any right of
indemnification, subrogation, reimbursement, exoneration, or
contribution or any right to participate in any claim or remedy of
the Lenders or
