LIMITED WAIVER AND AMENDMENT NO. 5 TO GUARANTY AGREEMENT

Exhibit 10.11 - Limited Waiver and Amendment No. 5 to Guaranty Agreement

EXECUTION COPY

LIMITED WAIVER AND AMENDMENT NO. 5 TO GUARANTY AGREEMENT

THIS LIMITED WAIVER AND AMENDMENT NO. 5 TO GUARANTY AGREEMENT, dated as of February 18, 2009 (this “ Amendment ”), is entered into by PULITZER INC., a Delaware corporation (the “ Guarantor ”), in favor of the holders from time to time of the Notes issued under the below-described Note Agreement.

Recitals

A. St. Louis Post-Dispatch LLC, a Delaware limited liability company (the “ Company ”), entered into that certain Note Agreement dated as of May 1, 2000 (as in effect on the date hereof and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Note Agreement ”) with the several Purchasers listed in the Purchaser Schedule attached thereto, pursuant to which the Company issued and sold to such Purchasers $306,000,000 aggregate principal amount of the Company’s 8.05% Senior Notes due April 28, 2009 (together with any other notes issued in substitution or exchange therefor pursuant to the terms of the Note Agreement, the “ Notes ”).

B. In connection with the Note Agreement, the Guarantor executed and delivered that certain Guaranty Agreement dated as of May 1, 2000, as amended by Amendment No. 1 to Guaranty Agreement dated as of August 7, 2000, Amendment No. 2 to Guaranty Agreement dated as of November 23, 2004, Amendment No. 3 to Guaranty Agreement dated as of June 2005, and Amendment No. 4 to Guaranty Agreement dated as of February 1, 2006 (as so amended and prior to giving effect to this Amendment, the “ Existing Guaranty ” and, as amended by this Amendment and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty ”).

C. As of the date first above written, the undersigned holders of Notes together hold 100% of the aggregate outstanding principal amount of the Notes.

D. The Guarantor has informed the holders of Notes that certain Events of Default exist or may exist under the Existing Guaranty as a result of (i) the Guarantor failing to deliver audited financial statements and compliance certificates for the Guarantor’s fiscal year ended September 28, 2008, (ii) the inclusion of certain limiting conditions in the audited reports of the Guarantor for the fiscal year ended September 28, 2008, (iii) the Guarantor’s failure to comply with the covenant in Section 5.1(i) of the Existing Guaranty for the fiscal quarter ended December 28, 2008, (iv) the Guarantor’s failure to comply with the covenant in Section 5.2(ii) of the Existing Guaranty for the fiscal quarters ended September 28, 2008 and December 28, 2008 and (v) the asserted violation of the requirements of paragraph 6C(7) of the Note Agreement and Sections 5.2, 5.4 and 5.8 of the Guaranty Agreement (collectively, the “ Existing Defaults ”).

E. The Guarantor has requested that the holders of Notes waive the Existing Defaults and amend the Existing Guaranty in certain respects, as set forth in this Amendment, and the undersigned holders of Notes, subject to the terms and conditions set forth herein, are willing to agree to such waivers and amendments.

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.   Definitions . Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Guaranty.

2.   Amendments to Section 1 (Definitions and Accounting Terms) . Section 1.01 of the Existing Guaranty is amended by deleting the definitions of “Consolidated Interest Expense”, “Consolidated Net Earnings”, “Debt”, and “EBITDA” and adding the following new or replacement definitions in the appropriate alphabetical position therein:

“ Asset Sale ” shall mean any sale, transfer or other disposition of any assets of the Guarantor or any of its Subsidiaries other than (i) the sale of inventory sold in the ordinary course of business, (ii) grants of licenses, sublicenses, leases or subleases to other Persons not materially interfering with the conduct of the business of the Guarantor or its Subsidiaries and so long as any such grant does not prevent foreclosure on the affected asset if it is subject to any of the Liens created by the Collateral Documents and may be revoked upon such foreclosure, (iii) any such transaction between the Guarantor and any one of its Subsidiaries or between Subsidiaries of the Guarantor, (iv) any transaction permitted by paragraph 6C(6) of the Note Agreement to the extent such transaction involves only the Guarantor and its Subsidiaries, and (v) the sale or other disposition of cash and Cash Equivalents in the ordinary course of business, in each case for cash at fair market value.

“ Asset Sale Proceeds ” shall mean, with respect to any Asset Sale, the amount of cash proceeds received (directly or indirectly, including, subject to the proviso hereto, insurance and condemnation proceeds) by or on behalf of the Guarantor or any Subsidiary in connection therewith (including, without limitation, cash payments in respect of non-cash consideration to the extent permitted by paragraph 6C(3)(iv) of the Note Agreement and Section 5.5, as and when such cash payments are received), after deducting therefrom only (i) the amount of any Debt secured by any Lien permitted by paragraph 6C(1) of the Note Agreement (other than (A) the Notes and (B) Debt assumed by the purchaser of such asset) which is required to be, and is, repaid in connection with such Asset Sale and (ii) all direct costs and reasonable fees, commissions, expenses and taxes related thereto to the extent paid or payable to a Person that is not an Affiliate or a Subsidiary, provided that Asset Sale Proceeds shall not include, so long as no Event of Default has occurred and is continuing, (1) the proceeds of the any Asset Sale effected pursuant to paragraph 6C(4)(i) of the Note Agreement to the extent such proceeds are applied to replace the assets subject to such Asset Sale with assets of like kind and purposes or (2) insurance and condemnation proceeds from any single occurrence of less than $10,000,000 to the extent such proceeds are applied to repair or replace the assets subject to the casualty or condemnation giving rise to the payment of such proceeds.

“ Consolidated EBITDA ” shall mean, for any period, Consolidated Net Income for such period minus cash interest income for such period plus all amounts deducted in the computation thereof on account of (without duplication) (a) Consolidated Interest Expense, (b) depreciation and amortization expense, (c) income and profits taxes, (d) Intercompany Charges to Pulitzer in a gross amount limited to $20,000,000 in any fiscal

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year and (e) the amount of Restructuring Charges properly allocable to such period in accordance with GAAP, provided that no more than $4,370,000 in the aggregate may be added back pursuant to this clause (e) (unless the fee payable to the holders of the Notes pursuant to Section 21(i) of Amendment No. 5 is not included in Consolidated Interest Expense, in which event such amount shall be $5,300,000).

“ Consolidated Interest Expense ” shall mean, for any period, for the Guarantor and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, the sum of all amounts which would be deducted in computing Consolidated Net Income on account of interest on Debt (including (whether or not so deducted) (i) imputed interest in respect of Capitalized Lease Obligations, (ii) the “deemed interest expense” ( i.e. , the interest expense which would have been applicable if the respective obligations were structured as on-balance sheet financing arrangements) with respect to all Debt of the Guarantor and its Subsidiaries of the type described in clause (x) of the definition of “Debt” in the Note Agreement (to the extent same does not arise from a financing arrangement constituting an operating lease), (iii) amortization of debt discount and expense and (iv) all commissions, discounts and other regularly accruing commitment, letter of credit and other banking fees and charges.

“ Consolidated Net Worth ” shall mean, at any time, the total amount of total assets of the Guarantor and its Subsidiaries over total liabilities of the Guarantor and its Subsidiaries as of the last day of the fiscal quarter most recently then ended, determined on a consolidated basis in accordance with GAAP provided, however, that any after-tax impairment charges that would be required by GAAP to be reflected on the Guarantor’s financial statements in respect of any period from and after the end of the Guarantor’s fiscal year ended September 28, 2008 shall not be taken into account in determining Consolidated Net Worth.

“ Distribution ” shall mean, in respect of any corporation, association or other business entity:

(a) dividends or other distributions or payments on capital stock or other equity interest of such corporation, association or other business entity (except distributions in such stock or other equity interest); and

(b) the redemption or acquisition of such stock or other equity interests or of warrants, rights or other options to purchase such stock or other equity interests (except when solely in exchange for such stock or other equity interests) unless made, contemporaneously, from the net proceeds of a sale of such stock or other equity interests.

“ Fair Market Value ” shall mean, at any time and with respect to any property, the sale value of such property that would be realized in an arm’s-length sale at such time between an informed and willing buyer and an informed and willing seller (neither being under a compulsion to buy or sell).

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“ Intercompany Charges ” shall mean charges to the Guarantor or its Subsidiaries for (i) fees for the procurement by any Lee Company of goods and services from third parties for the benefit of the Guarantor or any of its Subsidiaries (but, for the avoidance of doubt, excluding reimbursements to any Lee Company for the actual cost of such goods and services except for those items identified in clause (iv) of this definition), (ii) the corporate overhead of the Lee Companies (including, without limitation, administration, financial services, legal, human resources, building services, editorial support, and Lee Lodge facilities), (iii) Lee Company management, corporate sales and marketing, and information technology costs, and (iv) (a) online fees, (b) allocated audit and consulting charges, (c) compensation of publishers, and (d) compensation of outside directors, in the case of the foregoing subclauses (a) to (d), inclusive, to the extent actually paid by any Lee Company; the charges referred to in the foregoing clauses (i) to (iv), inclusive, shall be allocated to the Guarantor and its Subsidiaries in a manner consistent with past practices.

“ Lee Company ” shall mean any Person (other than the Guarantor or any of its Subsidiaries) a majority of the outstanding equity interests of which are owned directly or indirectly by Lee.

“ Lee Payable ” shall mean, at any time, the aggregate amount owing to the Guarantor by Lee after giving effect to the set-off referred to in Section 21(d) of Amendment No. 5.

“ Lee Procurement ” shall mean Lee Procurement Solutions Co.

“ LIBOR ” means the rate per annum (rounded upwards, if necessary, to the next higher one hundred-thousandth of a percentage point) for deposits in US Dollars for a 90-day period which appears on the Telerate page 3750 (or if such page is not available, the Reuters Screen LIBO page) as of 11:00 a.m. (London, England time) on the date two (2) Business Days before the commencement of the applicable interest period. “Reuters Screen LIBO Page” means the display designated as the “LIBO” page on the Reuters Monitory Money Rates Service (or such other page as may replace the LIBO page on the service or such other service as may be nominated by the British Bankers’ Association as the information vendor for the purpose of displaying British Banker’s Association Interest Settlement Rates for Dollar deposits).

“ Priority Debt ” shall mean, with respect to the Guarantor and its Subsidiaries on any date of determination, the aggregate amount of all Debt of the Guarantor secured by a Lien plus all secured and unsecured Debt of all Subsidiaries (excluding Debt represented by the Notes and the Subsidiary Guaranty Agreement).

“ Restricted Payment ” shall mean

(a) any Distribution in respect of the Guarantor or any Subsidiary of the Guarantor (other than (i) on account of capital stock or other equity interests of a Subsidiary of the Guarantor owned legally and beneficially by the Guarantor

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or another Subsidiary of the Guarantor or (ii) a Distribution payable in stock or other equity interests of the Guarantor), including, without limitation, any Distribution resulting in the acquisition by the Guarantor of securities which would constitute treasury stock, and

(b) any payment, repayment, redemption, retirement, repurchase or other acquisition, direct or indirect, by the Guarantor or any Subsidiary of, on account of, or in respect of, the principal of any Subordinated Debt (or any installment thereof) prior to the regularly scheduled maturity date thereof (as in effect on the date such Subordinated Debt was originally incurred).

For purposes of this Agreement, the amount of any Restricted Payment made in property shall be the greater of (x) the Fair Market Value of such property (as determined in good faith by the board of directors (or equivalent governing body) of the Person making such Restricted Payment) and (y) the net book value thereof on the books of such Person, in each case determined as of the date on which such Restricted Payment is made.

“ Restructuring Charges ” means the sum of (i) the fee of $930,000 payable to the holders of the Notes pursuant to Section 21(i) of Amendment No. 5 plus (ii) the fees and disbursements of Chapman and Cutler LLP, Baker Botts LLP, Bingham McCutchen LLP, Bryan Cave LLP, Sidley Austin LLP, Lane & Waterman LLP, Conway, Del Genio, Gries & Co., LLP, Lazard Frères & Co. LLC, and the Company’s advisors, Scotia and Citibank, and Herald’s advisors, Sabin, Bermant & Gould LLP, Lowenstein Sandler LC, Gordian Group, LLC, and Paul Scherer & Company LLP incurred by (or allocated to, as the case may be) the Guarantor in connection with the restructuring of the indebtedness represented by the Notes, as contemplated by Amendment No. 5.

“ Subordinated Debt ” shall mean any Debt that is in any manner subordinated in right of payment or security in any respect to Debt evidenced by the Notes.

3. Amendments to Section 4 (Affirmative Covenants) .

(a) Section 4.1(ii) of the Existing Guaranty is hereby amended by adding “which audit reports shall not include any scope limitation or any going concern or other material qualification (except that such opinion for the Guarantor’s fiscal year ending in September 2011 may include a going concern limitation related only to the refinancing of the Notes and the Debt outstanding under the Credit Agreement)” after “Required Holder(s)” and before “and” in the penultimate line thereof.

(b) Section 4.1 of the Existing Guaranty is hereby amended by (i) deleting “and” at the end of clause (iv), (ii) renaming clause (v) as clause (vii), and (iii) adding the following new clauses (v) and (vi) immediately following clause (iv):

“(v) within 30 days after the end of each fiscal month of Lee, the consolidated balance sheet of Lee and its Subsidiaries as at the end of such fiscal month and the related consolidated statements of income for such fiscal month and for the elapsed portion of the fiscal year ended with the last day of such fiscal month, in each case setting forth comparative figures for the corresponding fiscal month in the prior fiscal year;

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(vi) no later than the first Business Day of each week (beginning on March 2, 2009), a forecast for the succeeding 13-week period of the projected consolidated cash flows of Lee and its Subsidiaries, taken as a whole, together with a variance report of actual cash flow for the immediately preceding period for which a forecast was delivered against the then current forecast for such preceding period provided that such reports shall be required to be delivered pursuant to this clause (vi) only so long as they shall be required to be delivered pursuant to the Credit Agreement; and”.

(c) A new Section 4.9 is hereby added to the Existing Guaranty to read in its entirety as follows:

4.9 Funding of Certain Accounts.

(i) On the 45th day after the last day of each fiscal quarter of the Guarantor (commencing with the fiscal quarter ending closest to March 31, 2009 through and including the last day of the fiscal quarter ending closest to December 31, 2011), the Guarantor will deposit into the Excess Cash Flow Reserve Account 20% of Excess Cash Flow for each such fiscal quarter of the Guarantor.

(ii) On the 45th day after the last day of each fiscal quarter of the Guarantor (commencing with the fiscal quarter ending closest to March 31, 2009 through and including the last day of the fiscal quarter ending closest to December 31, 2011), the Guarantor will deposit into the Restricted Cash Reserve Account cash in an amount equal to the lesser of (a)(1) prior to October 28, 2010, the result of $9,000,000 minus the amount on deposit in the Restricted Cash Reserve Account immediately prior to such deposit and (2) on or subsequent to October 28, 2010, the result of $4,500,000 minus the amount on deposit in the Restricted Cash Reserve Account immediately prior to such deposit or (b) 100% of Excess Cash Flow (without giving effect to clause (b)(iv) of the definition of such term) for the fiscal quarter ending closest to the immediately preceding March 31, June 30, September 30 or December 31, as the case may be. If the lesser of the foregoing clause (a) or clause (b) is zero, or less than zero, the Guarantor will not make any deposit into the Restricted Cash Reserve Account.

(iii) The Guarantor shall cause all Asset Sale Proceeds arising from Asset Sales by the Guarantor or any of its Subsidiaries (other than Star Publishing Company and TNI Partners) to be deposited into the Asset Sale Proceeds Reserve Account immediately upon receipt thereof.

(d) A new Section 4.10 is hereby added to the Existing Guaranty to read in its entirety as follows:

4.10   Execution and Delivery of Subsidiary Guaranty and Other Collateral Documents . Within ten (10) Business Days after any Credit Party’s acquisition or formation of a Person that becomes a Subsidiary:

(i) the Guarantor will cause such Subsidiary to execute and deliver to each holder of Notes (a) the Subsidiary Guaranty Agreement, or a joinder thereto, (b) an appropriate joinder to the Security Agreement and (c) such other documents necessary to grant a first priority Lien in such Subsidiary’s assets;

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(ii) the Guarantor (if such Subsidiary is a direct subsidiary of the Guarantor) will pledge or will cause the direct parent of such Subsidiary (if such Subsidiary is not a direct subsidiary of the Guarantor) to pledge the equity interests of such Subsidiary pursuant to a pledge agreement substantially similar in form to the Pledge Agreement; and

(iii) the Guarantor will deliver (or cause to be delivered) such certificates accompanying authorizing resolutions and corporate or similar constitutive documents and other agreements, instruments, opinions and other documents as the Required Holders may reasonably request, each of the foregoing to be in form and substance reasonably satisfactory to the Required Holders.

In addition to the foregoing, the Guarantor will, and will cause each Subsidiary to, within thirty (30) days after such Person shall have obtained title (whether in fee or, if requested by the Required Holders with respect to any leasehold interest of the Guarantor or any Subsidiary, a leasehold interest) to any real property with a fair market value of more than $3,000,000, take such action as shall be reasonably necessary to grant a first priority Lien in favor of the Collateral Agent to secure the Notes with such Person’s interest in such real property and to obtain title insurance in an amount reasonably required by the Required Holders. Such Lien shall be documented and recorded to the reasonable satisfaction of the Required Holders.

4.   Amendments to Section 5 (Negative Covenants) . Section 5 of the Existing Guaranty is hereby amended and restated in its entirety to read as follows:

5.1.   Consolidated Debt to EBITDA, Consolidated Net Worth Requirements and EBITDA to Consolidated Interest Expense . The Guarantor will not permit:

(i) the ratio of (a) Consolidated Debt as of the last day of each fiscal quarter to (b) Consolidated EBITDA for the four consecutive fiscal quarters ended as of such last day to be greater than (x) for each fiscal quarter ended prior to the fiscal quarter ending closest to December 31, 2008, 4.25 to 1.00, and (y) for each fiscal quarter ending after December 31, 2018, the ratio set forth in the table below opposite the applicable fiscal quarter:

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(ii) Consolidated Net Worth as of the last day of any fiscal quarter (a) ended prior to or on September 28, 2008 to be less than the sum of (I) $650,000,000 plus (II) the product of (A) $3,750,000 multiplied by (B) the number of fiscal quarters that have ended since the Date of Closing, to and including the fiscal quarter ended on such measurement date and (b) ended on or after March 28, 2009, to be less than $600,000,000; and

(iii) the ratio of (a) Consolidated EBITDA for any period of four consecutive fiscal quarters to (b) Consolidated Interest Expense for such period to be less than the ratio set forth in the table below opposite such four quarter period:

Solely for purposes of determining the Guarantor’s compliance with Sections 5.1(i) and 5.1(iii) in respect of any period, the Guarantor shall have the right to elect, by written notice to the holders of the Notes within 45 days after the end of any fiscal quarter of the Guarantor, to have Consolidated EBITDA for such fiscal quarter deemed to include up to the lesser of (x) the amount on deposit in the Restricted Cash Reserve Account on the last day of such fiscal quarter or (y) the result (but not less than zero) of (1) in respect of any fiscal quarter ending on or prior to October 28, 2010, (A) $9,000,000 minus (B) the aggregate amount as to which the Guarantor has previously made such election as to any prior fiscal quarter or (2) in respect of any fiscal quarter ending subsequent to October 28, 2010, (A) $4,500,000 minus (B) the amount by which the aggregate amount as to which the Guarantor has previously made such election in respect of all prior fiscal quarters exceeds $4,500,000; provided, however that (x) any amounts withdrawn from the

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Restricted Cash Reserve Account on or prior to April 28, 2009 which are not used to finance payments of principal or interest in respect of the Notes shall be deemed not to have been so withdrawn for purposes of this Section 5.1, unless such amounts have been repaid into the Restricted Cash Reserve Account on or prior to any increase of Consolidated EBITDA pursuant to this sentence, and (y) in no event may Consolidated EBITDA be increased by more than the minimum amount needed for compliance with both covenants set forth in such Section. For the avoidance of doubt and solely for purposes of determining the Guarantor’s compliance with such covenants, Consolidated EBITDA for any fiscal quarter as to which such election has been made shall be deemed to have been increased by the amount specified in such election for all periods that include such fiscal quarter. In addition, and notwithstanding anything to the contrary contained herein or in any other Transaction Document, it is understood and agreed that no Default or Event of Default shall exist or arise hereunder (or under any other Transaction Document) as a result of non-compliance with Section 5.1(i) or Section 5.1(iii) prior to the occurrence of the earlier of (a) an election of the Guarantor pursuant to the first sentence after clause (iii