Exhibit 10.1 – Second Amendment to Limited
Waiver to Note Agreement and Guaranty Agreement entered into as of
January 30, 2009 by and among St. Louis Post-Dispatch LLC, Pulitzer
Inc. and the Note-Holders party thereto
SECOND AMENDMENT TO LIMITED
WAIVER TO NOTE AGREEMENT AND GUARANTY AGREEMENT
THIS
SECOND AMENDMENT TO LIMITED WAIVER TO NOTE AGREEMENT AND GUARANTY
AGREEMENT (this "Amendment" ) is entered into as of January 30, 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, as amended prior to
the date hereof (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 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.
Extension of Waiver Period . Paragraph 2 of the Waiver is hereby amended by
substituting "February 6, 2009" for "January 30, 2009" in each
place that the latter date appears in such paragraph.
2.
Waiver Remains in Full Force and Effect .
Except as expressly amended by this
Amendment, all terms, conditions, covenants and other provisions
contained in the Waiver are hereby ratified and shall be and remain
in full force and effect; provided, however, that (a) the
conditions to effectiveness contained herein shall supersede those
contained in the Waiver, and (b) no additional Waiver Fee or other
fee shall be payable in connection with this Amendment.
3.
Conditions to Effectiveness . This Amendment sha
