Exhibit 10.1 – Fourth
Amendment to Note Agreement and First Amendment to Limited Waiver
to Note Agreement and Guaranty Agreement entered into as of January
16, 2009 by and among St. Louis Post-Dispatch LLC, Pulitzer Inc.
and the Note-Holders party thereto
FOURTH AMENDMENT TO NOTE
AGREEMENT
FIRST AMENDMENT TO LIMITED WAIVER
TO NOTE AGREEMENT AND GUARANTY AGREEMENT
THIS FOURTH AMENDMENT TO NOTE
AGREEMENT AND FIRST AMENDMENT TO LIMITED WAIVER TO NOTE AGREEMENT
AND GUARANTY AGREEMENT (this “ Amendment ”) is
entered into as of January 16, 2009 by and among ST. LOUIS
POST-DISPATCH LLC, a Delaware limited liability company (the
“ Company ”), PULITZER INC., a Delaware
corporation (the “ Guarantor ”), and the
undersigned holders of Notes (as hereinafter defined) (the Company,
the Guarantor and the undersigned holders of Notes being
collectively referred to herein as the “Parties” ). Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to them
in the Waiver or the Note Agreement (as each such term is defined
in Recital A below), as amended hereby.
Recitals
A. Reference
is made to (i) that certain Note Agreement, dated as of May 1,
2000, among the Company and the holders of the senior notes issued
thereunder, as amended prior to the date hereof (the “
Note Agreement ”) and (ii) that certain Limited Waiver
to Note Agreement and Guaranty Agreement, entered into as of
December 26, 2008, by and among the Parties (the
“Waiver”
).
B. The
Company and the Guarantor have requested, and the holders of the
Notes have agreed, subject to the terms and conditions of this
Amendment, to extend the terms of the Waiver and, in connection
therewith, to amend the Note Agreement, as set forth
herein.
NOW, THEREFORE, in consideration of
the foregoing and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
Amendment to Note Agreement . Paragraph 7A(iv) of the Note Agreement is hereby
amended and restated in its entirety to read as follows:
(iv) the
Company fails to perform or observe any agreement contained in
paragraph 6 or the Waiver Termination Date (as defined in the
Limited Waiver to Note Agreement and Guaranty Agreement, entered
into as of December 26, 2008, among the Company, the Guarantor and
the holders of the Notes, as amended) shall occur;
2.
Extension of Waiver Period . Paragraph 2 of the
Waiver is hereby amended to read in its entirety as
follows:
Notwithstanding anything to the
contrary contained in the Note Agreement or the Guaranty Agreement,
the holders of the Notes hereby waive the Specified Events of
Default so long as no other Default or Event of Default exists (or
hereafter arises) under the Note Agreement (including, without
limitation, Defaults and Events of Default that constitute Guaranty
Defaults or Guaranty Events of Default, respectively);
provided that such waiver of the Specified Events of
Default shall cease to be of any force or effect (v) on January 30,
2009, (w) if at any time on or after the Effective Date (as
hereinafter defined) and prior to January 30, 2009, (i)
Consolidated Net Worth (as defined in the Guaranty Agreement) is
reduced by the making of any dividend, distribution or other
payment in respect of equity interests, or any transfer of property
of any nature (other than property in the form of cash payments in
respect of accounts payable incurred in the ordinary course of
business consistent with past practices), by the Guarantor or any
of its Subsidiaries to any Affiliate (other than the Guarantor and
its Subsidiaries) or by the forgiveness of an account or loan
payable by an Affiliate (other than the Guarantor and its
Subsidiaries) or the conversion thereof into equity, (ii) the
Guarantor or any of its Subsidiaries incurs, assumes or otherwise
becomes liable with respect to any Debt in excess of $1,000,000 in
the aggregate, or (iii) the Guarantor or any of its
Subsidiaries enters into any transaction with an Affiliate (other
than the
Guarantor and its Subsidiaries), at
which time (in the case of each of the foregoing clauses (i)-(iii))
each Specified Event of Default then existing under the Note
Agreement or the Guaranty Agreement will constitute an immediate
Event of Default under the Note Agreement without regard to this
Amendment, (x) if at any time on or after the date hereof and
prior to January 30, 2009, a Default or an Event of Default (other
than the Specified Events of Default) exists under the Note
Agreement (including, without limitation, Defaults and Events of
Default that constitute Guaranty Defaul
