Exhibit 10.5 - Third Amendment to Limited Waiver
to Note Agreement and Guaranty Agreement
THIRD AMENDMENT TO LIMITED WAIVER
TO NOTE AGREEMENT AND GUARANTY AGREEMENT
THIS THIRD AMENDMENT TO LIMITED
WAIVER TO NOTE AGREEMENT AND GUARANTY AGREEMENT (this “
Amendment ”) is entered into as of February 6,
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 amend and
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. Amendment to Waiver .
Paragraph D. of the Recitals to the Waiver is hereby amended by
deleting “and” at the end of clause (a), designating
clause (b) as clause (c) and adding the following new
clause (b):
“(b) Section 5.1(i) of
the Guaranty Agreement in the event that the ratio of Consolidated
Debt as of December 28, 2008 to EBITDA for the four fiscal
quarters most recently ended is greater than 4.25 to 1.00,
and”.
2. Extension of Waiver Period
. Paragraph 2 of the Waiver is hereby amended by substituting
“February 13, 2009” for “February 6, 2009”
in each place that the latter date appears in such
paragraph.
3. 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.
4. Conditions to Effectiveness
. This Amendment shall become effective, as of the date first
written above (the “ Effective Date ”), when the
Company, the Guarantor and the Required Holders shall have signed a
counterpart hereof (whether the same or separate counterparts) and
shall have delivered (including by way of facsimile or other
electronic transmission) the same to Bingham McCutchen LLP, One
State Street, Hartford CT 06001, Attention: Chip Fisher (facsimile
number: 860-240-2564/e-mail address: chip.fisher
@bingham.com).
5. Miscellaneous
.
(a) Ratification and
Confirmation . Except as specifically modified herein, the
Waiver shall remain in full force and effect, and is hereby
ratified and confirmed.
(b) No Waiver . Except
as expressly provided herein, the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of any holder of Notes, nor constitute a
waiver of any provision of the Note Agreement, the Guaranty
Agreement, any Note or any other instrument or agreement entered
into in connection therewith or otherwise related
thereto.
(c) Representation and
Warranty . The Company and the Guarantor jointly and severally
represent and warrant that (i) none of the
