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Preview Full Doc	2005	Agreement and Plan of Merger Agreement and Plan of Merger (199K) Doc #1578397: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER dated as of January 29, 2005 among LEE ENTERPRISES, INCORPORATED, LP ACQUISITION CORP. and PULITZER INC. <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> . . . 1578397	Pulitzer Inc. Pulitzer Inc. ( Printing & Publishing ) As referenced in this Agreement and Plan of Merger: PULITZER INC – AGREEMENT AND PLAN OF MERGER EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER dated as of January 29, 2005 among LEE ENTERPRISES, INCORPORATED, LP ACQUISITION CORP. and PULITZER INC . TABLE OF CONTENTS Page ---- ARTICLE 1 DEFINITIONS................................................................................. 1 SECTION 1.01 Definitions.......................................................................... 1 ARTICLE 2 THE MERGER.................................................................................. 3 SECTION 2.01 The Merger........................................................................... 3 _____________ Pulitzer Inc – SECTION 9.16 Certain Definitions.................................................................. 45 ANNEX A iii AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of January 29, 2005, among Pulitzer Inc ., a Delaware corporation (the "Company"), Lee Enterprises, Incorporated, a Delaware corporation ("Parent"), and LP Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"). RECITALS: WHEREAS, _____________ Pulitzer Inc – the Purchaser immediately prior to the Effective Time until amended in accordance with applicable law, except that Article First thereof shall read as follows: "The name of the corporation is Pulitzer Inc ." SECTION 2.06 By-laws. The by-laws of the Purchaser at the Effective Time shall be the by-laws of the Surviving Corporation until amended in accordance with _____________ Pulitzer Inc – Company having the right to vote (or convertible into securities having the right to vote) on any matters on which stockholders of the Company may vote. (d) Except for the Pulitzer Inc . Voting Trust Agreement, dated as of March 18, 1999 (the "Voting Trust Agreement"), there are no voting trusts or other agreements or understandings to which the Company or any _____________ Pulitzer Inc – participates, except to the extent that such credit would result in any duplication of benefits. (g) Prior to and effective as of the Effective Time, the Company will amend the Pulitzer Inc . Supplemental Executive Benefit Pension Plan (the "SERP") in the following respects: (i) future benefit accruals will be suspended, (ii) each participant's accrued benefit will be converted into a _____________ dt 1865947 ; Pulitzer Pulitzer Inc ; Columbia Columbia University ( Universities ) As referenced in this Agreement and Plan of Merger: Columbia University – Memorandum and the remainder thereof for contributions to 501(c)(3) organizations that are located in the states of Missouri or Illinois after funding at least $60,000 to the Columbia University Graduate School of Journalism in support of the activities relating to the award of the Pulitzer Prizes. (d) Prior to the Effective Time, the Board of Directors of the Company _____________ dt 1650567 ;	Goldman, Sachs Goldman, Sachs & Co. ( Investment Services ) As referenced in this Agreement and Plan of Merger: Goldman, Sachs & Co. – by or on behalf of any labor union with respect to employees of the Company or any of its Subsidiaries or TNI Partners. SECTION 4.16 Finders' Fees. Except for Goldman, Sachs & Co. and Huntleigh Securities Corporation, copies of whose engagement agreements have been provided to Parent, there is no investment banker, broker or finder that has been retained by or is _____________ Goldman, Sachs & Co. – Incorporation (as to which, to the Knowledge of the Company, no claims are pending or threatened). SECTION 4.17 Opinion of Financial Advisor. The Company has received the opinion of Goldman, Sachs & Co. (the "Goldman, Sachs Fairness Opinion"), dated as of the date of this Agreement, to the effect that, as of the date of this Agreement, the Merger Consideration is fair _____________ dt 1677046 ; Fulbright Fulbright & Jaworski ( Legal ) As referenced in this Agreement and Plan of Merger: Fulbright & Jaworski – than those conditions that by their nature are to be satisfied at the closing, but subject to the fulfillment or waiver of -3- those conditions), at the offices of Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New York 10103, unless the parties agree to another time, date or place in writing. SECTION 2.04 Effects of the Merger. _____________ Fulbright & Jaworski – the Company, to: Pulitzer Inc. 900 N. Tucker Drive St. Louis, MO 63101 Attention: Robert C. Woodworth Fax: (314) 340-3127 with a copy (which shall not constitute notice) to: Fulbright & Jaworski L.L.P. 666 Fifth Avenue New York, New York 10103 -42- Attention: William Bush, Esq. Fax: (212) 318-3400 or such other address or facsimile number as such _____________ dt 1653839
Preview Full Doc	2000	Asset Sale and Purchase Agreement Asset Sale and Purchase Agreement (230K) Doc #1578488: Click preview link for longer preview. ASSET SALE AND PURCHASE AGREEMENT AMONG JOURNAL REGISTER COMPANY JOURNAL REGISTER EAST, INC. SUBURBAN NEWSPAPERS OF GREATER ST. LOUIS, LLC JOURNAL COMPANY, INC. AND PULITZER INC. AND SLSJ LLC DATED AS OF JUNE . . . 1578488	Pulitzer Inc. Pulitzer Inc. ( Printing & Publishing ) As referenced in this Asset Sale and Purchase Agreement: PULITZER INC – 1 EXHIBIT 2.1 ASSET SALE AND PURCHASE AGREEMENT AMONG JOURNAL REGISTER COMPANY JOURNAL REGISTER EAST, INC. SUBURBAN NEWSPAPERS OF GREATER ST. LOUIS, LLC JOURNAL COMPANY, INC. AND PULITZER INC . AND SLSJ LLC DATED AS OF JUNE 24, 2000 2 TABLE OF CONTENTS Page Number ----------- 1. Definitions............................................................................1 1.1 Accounts Receivable...........................................................1 1. _____________ PULITZER INC – a Delaware corporation ("JOURNAL COMPANY") (Journal Register East, Suburban Newspapers and Journal Company are referred to herein as the "SELLERS" and together with Journal Register as the "JOURNAL REGISTER PARTIES"), PULITZER INC ., a Delaware corporation ("PULITZER"), and SLSJ LLC, a Delaware limited liability company (the "PURCHASER"). W I T N E S S E T H: WHEREAS, the Sellers and The _____________ Pulitzer Inc – of mailing (two Business Days in the case of express mail or Federal Express or similar courier service), as follows: (1) If to Pulitzer or Purchaser to: Robert C. Woodworth Pulitzer Inc . 900 N. Tucker Blvd. St. Louis, Missouri 63101-1099 Telecopier: (314) 340-3127 -49- 58 with copies to: Ronald H. Ridgway Pulitzer Publishing Company 900 North Tucker Blvd. _____________ Pulitzer, inc – opportunity to defend any claim, demand, action, suit, proceeding or other asserted liability; and -52- 61 (2) any and all liabilities of the Suburban Journals or of Purchaser or Pulitzer, inc luding any and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses (including legal and other expenses incident thereto), resulting from the Assumed Obligations or from causes of action _____________ PULITZER INC – each party has caused this Agreement to be duly executed, sealed and delivered in its name and on its behalf, all as of the date and year first above written. PULITZER INC . By: /s/ Ronald H. Ridgway -------------------------------------- Name: Ronald H. Ridgway Title: Senior Vice President-Finance SLSJ LLC By: PULITZER INC. By: /s/ Ronald H. Ridgway -------------------------------------- Name: Ronald H. Ridgway Title: _____________ dt 1869015 ; Pulitzer Pulitzer Inc ; Fulbright Fulbright & Jaworski ( Legal ) As referenced in this Asset Sale and Purchase Agreement: Fulbright & Jaworski – which the conditions specified in Section 6 shall have been met, unless the parties mutually agree to a different time and date. 1.6 Closing Place means the offices of Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New York 10103, or such other place as the parties may agree. 1.7 Code means the Internal Revenue Code of 1986, _____________ Fulbright & Jaworski – 49- 58 with copies to: Ronald H. Ridgway Pulitzer Publishing Company 900 North Tucker Blvd. St. Louis, Missouri 63101-1099 Telecopier: (314) 340-3132 and Richard A. Palmer, Esq. Fulbright & Jaworski L.L.P. 666 Fifth Avenue New York, New York 10103 Telecopier: (212) 318-3400 (b) If to the Journal Register Parties to: Robert M. Jelenic President and CEO Journal _____________ dt 1390600 ;	Reed Smith Reed Smith ( Legal ) As referenced in this Asset Sale and Purchase Agreement: Reed Smith – jurisdiction, as to its good standing and qualification to do business in Missouri and Illinois. -32- 41 (9) Opinions of Counsel. Purchaser shall have received the written opinion of Reed Smith Shaw & McClay LLP or Wachtell, Lipton, Rosen & Katz, counsel for the Journal Register Parties, dated the Closing Date, in substantially the form attached to this Agreement as Exhibit C. _____________ Reed Smith – Andrew R. Brownstein, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019-6150 Telecopier: (212) 403-2000 and -50- 59 Lori L. Lasher, Esq. Reed Smith Shaw & McClay LLP 1650 Market Street One Liberty Place Philadelphia, Pennsylvania 19103 Telecopier: (215) 851-1420 or at such other address as either party shall specify by notice to _____________ dt 1542699 ; Wachtell Lipton Wachtell, Lipton, Rosen & Katz ( Legal ) As referenced in this Asset Sale and Purchase Agreement: Wachtell, Lipton – and qualification to do business in Missouri and Illinois. -32- 41 (9) Opinions of Counsel. Purchaser shall have received the written opinion of Reed Smith Shaw & McClay LLP or Wachtell, Lipton , Rosen & Katz, counsel for the Journal Register Parties, dated the Closing Date, in substantially the form attached to this Agreement as Exhibit C. In rendering its opinion, such counsel _____________ Wachtell, Lipton – to: Jean B. Clifton Executive Vice President and CFO Journal Register Company 50 West State Street Trenton, New Jersey 08608-1298 Telecopier: (609) 396-8731 and Andrew R. Brownstein, Esq. Wachtell, Lipton , Rosen & Katz 51 West 52nd Street New York, New York 10019-6150 Telecopier: (212) 403-2000 and -50- 59 Lori L. Lasher, Esq. Reed Smith Shaw & McClay LLP _____________ dt 1389188
Preview Full Doc	2000	Asset Sale and Purchase Agreement Asset Sale and Purchase Agreement (236K) Doc #1579936: Click preview link for longer preview. ASSET SALE AND PURCHASE AGREEMENT AMONG JOURNAL REGISTER COMPANY JOURNAL REGISTER EAST, INC. SUBURBAN NEWSPAPERS OF GREATER ST. LOUIS, LLC JOURNAL COMPANY, INC. AND PULITZER INC. AND SLSJ LLC DATED AS OF JUNE . . . 1579936	Pulitzer Inc. Pulitzer Inc. ( Printing & Publishing ) As referenced in this Asset Sale and Purchase Agreement: PULITZER INC – PURCHASE AGREEMENT EXHIBIT 2 ASSET SALE AND PURCHASE AGREEMENT AMONG JOURNAL REGISTER COMPANY JOURNAL REGISTER EAST, INC. SUBURBAN NEWSPAPERS OF GREATER ST. LOUIS, LLC JOURNAL COMPANY, INC. AND PULITZER INC . AND SLSJ LLC DATED AS OF JUNE 24, 2000 TABLE OF CONTENTS PAGE 1. Definitions.............................................................................................2 1.1 Accounts Receivable............................................................................2 1.2 Assumed _____________ PULITZER INC – a Delaware corporation ("Journal Company") (Journal Register East, Suburban Newspapers and Journal Company are referred to herein as the "Sellers" and together with Journal Register as the "Journal Register Parties"), PULITZER INC ., a Delaware corporation ("Pulitzer"), and SLSJ LLC, a Delaware limited liability company (the "Purchaser"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, the Sellers and The _____________ Pulitzer Inc – of mailing (two Business Days in the case of express mail or Federal Express or similar courier service), as follows: (a) If to Pulitzer or Purchaser to: Robert C. Woodworth Pulitzer Inc . 900 N. Tucker Blvd. St. Louis, Missouri 63101 - 1099 Telecopier: (314) 340-3127 -48- with copies to: Ronald H. Ridgway Pulitzer Publishing Company 900 North Tucker Blvd. St. _____________ Pulitzer, inc – an opportunity to defend any claim, demand, action, suit, proceeding or other asserted liability; and -51- (ii) any and all liabilities of the Suburban Journals or of Purchaser or Pulitzer, inc luding any and all actions, suits, proceedings, demands, assessments, judgments, costs and expenses (including legal and other expenses incident thereto), resulting from the Assumed Obligations or from causes of action _____________ PULITZER INC – each party has caused this Agreement to be duly executed, sealed and delivered in its name and on its behalf all as of the date and year first above written. PULITZER INC . By: /s/ Ronald H. Ridgway _______________________________________ Name: Ronald H. Ridgway Title: Senior Vice President-Finance SLSJ LLC By: PULITZER INC. By: /s/ Ronald H. Ridgway _______________________________________ Name: Ronald H. _____________ dt 1866753 ; Journal Register Journal Register Co ; Fulbright Fulbright & Jaworski ( Legal ) As referenced in this Asset Sale and Purchase Agreement: Fulbright & Jaworski – which the conditions specified in Section 6 shall have been met, unless the parties mutually agree to a different time and date. 1.6 CLOSING PLACE means the offices of Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New York, New York 10103, or such other place as the parties may agree. 1.7 CODE means the Internal Revenue Code of _____________ Fulbright & Jaworski – 3127 -48- with copies to: Ronald H. Ridgway Pulitzer Publishing Company 900 North Tucker Blvd. St. Louis, Missouri 63101-1099 Telecopier: (314) 340-3132 and Richard A. Palmer, Esq. Fulbright & Jaworski L.L.P. 666 Fifth Avenue New York, New York 10103 Telecopier: (212) 318-3400 (b) If to the Journal Register Parties to: Robert M. Jelenic President and CEO Journal _____________ dt 1390603 ;	Reed Smith Reed Smith ( Legal ) As referenced in this Asset Sale and Purchase Agreement: Reed Smith – official of each jurisdiction, as to its good standing and qualification to do business in Missouri and Illinois. (i) OPINIONS OF COUNSEL. Purchaser shall have received the written opinion of Reed Smith Shaw & McClay LLP or Wachtell, Lipton, Rosen & Katz, counsel for the Journal Register Parties, dated the Closing Date, in substantially the form attached to this Agreement as EXHIBIT C. _____________ Reed Smith – and Andrew R. Brownstein, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019-6150 Telecopier: (212) 403-2000 and -49- Lori L. Lasher, Esq. Reed Smith Shaw & McClay LLP 1650 Market Street One Liberty Place Philadelphia, Pennsylvania 19103 Telecopier: (215) 851-1420 or at such other address as either party shall specify by notice to _____________ dt 1542700 ; Wachtell Lipton Wachtell, Lipton, Rosen & Katz ( Legal ) As referenced in this Asset Sale and Purchase Agreement: Wachtell, Lipton – its good standing and qualification to do business in Missouri and Illinois. (i) OPINIONS OF COUNSEL. Purchaser shall have received the written opinion of Reed Smith Shaw & McClay LLP or Wachtell, Lipton , Rosen & Katz, counsel for the Journal Register Parties, dated the Closing Date, in substantially the form attached to this Agreement as EXHIBIT C. In rendering its opinion, such counsel _____________ Wachtell, Lipton – to: Jean B. Clifton Executive Vice President and CFO Journal Register Company 50 West State Street Trenton, New Jersey 08608-1298 Telecopier: (609) 396-8731 and Andrew R. Brownstein, Esq. Wachtell, Lipton , Rosen & Katz 51 West 52nd Street New York, New York 10019-6150 Telecopier: (212) 403-2000 and -49- Lori L. Lasher, Esq. Reed Smith Shaw & McClay LLP 1650 _____________ dt 1389191
Preview Full Doc	2004	Bylaws Bylaws (46K) Doc #1578425: Click preview link for longer preview. PULITZER INC. BY-LAWS ARTICLE I OFFICES Section 1. The registered office of Pulitzer Inc. (the "Corporation") shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the Corporation may require. . . . 1578425	Pulitzer Inc. Pulitzer Inc. ( Printing & Publishing ) As referenced in this Bylaws: PULITZER INC – EX-3.2 3 c83475exv3w2.txt AMENDED AND RESTATED BY-LAWS EXHIBIT 3.2 PULITZER INC . BY-LAWS ARTICLE I OFFICES Section 1. The registered office of Pulitzer Inc. (the "Corporation") shall be in the City of Wilmington, County of New Castle, State of Delaware. _____________ Pulitzer Inc – 2 3 c83475exv3w2.txt AMENDED AND RESTATED BY-LAWS EXHIBIT 3.2 PULITZER INC. BY-LAWS ARTICLE I OFFICES Section 1. The registered office of Pulitzer Inc . (the "Corporation") shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The Corporation may also have offices at such other places both _____________ dt 1347971 ;	Pulitzer Pulitzer Inc
Preview Full Doc	2001	Bylaws Bylaws (44K) Doc #1578472: Click preview link for longer preview. PULITZER INC. BY-LAWS ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The Corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require. ARTICLE II . . . 1578472	Pulitzer Inc. Pulitzer Inc. ( Printing & Publishing ) As referenced in this Bylaws: PULITZER INC – EX-3.2 3 c64257ex3-2.txt AMENDED AND RESTATED BY-LAWS 1 EXHIBIT 3.2 PULITZER INC . BY-LAWS ARTICLE I OFFICES Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. The Corporation may _____________ dt 1347972 ;	Pulitzer Pulitzer Inc
Preview Full Doc	2005	Five-Year Credit Agreement Five-Year Credit Agreement (252K) Doc #1015679: Click preview link for longer preview. $250,000,000 FIVE-YEAR CREDIT AGREEMENT Dated April 15, 2005 among HEARST-ARGYLE TELEVISION, INC. as Borrower THE LENDERS PARTY HERETO JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION as Co-Syndication Agents HARRIS NESBITT and BNP PARIBAS as Co-Documentation Agents J.P. MORGAN SECURITIES INC. BANC OF AMERICA SECURITIES LLC As Joint Bookrunners and Joint Lead Arrangers TABLE OF CONTENTS . . . 1015679	Pulitzer Inc. Pulitzer Inc. ( Printing & Publishing ) As referenced in this Five-Year Credit Agreement: Pulitzer Inc – and among the Borrower and each of Emily Rauh Pulitzer, David E. Moore and Michael E. Pulitzer. 9. FCC Agreement, dated May 25, 1998, by and among Pulitzer Publishing Company, Pulitzer Inc . and the Borrower. 10. Retransmission Rights Agency Agreement, dated March 8, 2000, by and between the Borrower and Lifetime Entertainment Services. 11. Retransmission Rights Agency Agreement, dated June 30, _____________ dt 1347970 ; Clifford Chance Clifford Chance US LLP As referenced in this Five-Year Credit Agreement: Clifford Chance US – b) Opinion of Counsel to the Borrower. The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Clifford Chance US LLP, counsel for the Borrower, substantially in the form of Exhibit B. The Borrower hereby requests such counsel to deliver such opinion. (c) Corporate Documents. The Administrative Agent shall have _____________ dt 1368709 ; Hearst-Argyle TV Hearst-Argyle Television, Inc. ( Broadcasting & Cable TV ) As referenced in this Five-Year Credit Agreement: HEARST-ARGYLE TELEVISION, INC – EX-10.1 2 y08034exv10w1.htm EX-10.1: FIVE-YEAR CREDIT AGREEMENT EXECUTED COPY Exhibit 10.1 $250,000,000 FIVE-YEAR CREDIT AGREEMENT Dated April 15, 2005 among HEARST-ARGYLE TELEVISION, INC . as Borrower THE LENDERS PARTY HERETO JPMORGAN CHASE BANK, N.A. as Administrative Agent BANK OF AMERICA, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION as Co-Syndication Agents HARRIS _____________ HEARST-ARGYLE TELEVISION, INC – Transactions EXHIBIT A - Form of Assignment and Assumption EXHIBIT B - Form of Opinion of Counsel to the Borrower (iv) FIVE-YEAR CREDIT AGREEMENT dated as of April 15, 2005, among HEARST-ARGYLE TELEVISION, INC .; the LENDERS party hereto; BANK OF AMERICA, N.A., and WACHOVIA BANK, NATIONAL ASSOCIATION as Co-Syndication Agents; HARRIS NESBITT and BNP PARIBAS as Co-Documentation Agents; and JPMORGAN _____________ Hearst-Argyle Television, Inc – Exhibit A or any other form approved by the Administrative Agent. Board means the Board of Governors of the Federal Reserve System of the United States of America. Borrower means Hearst-Argyle Television, Inc ., a Delaware corporation. Borrowing means (a) Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as _____________ Hearst-Argyle Television, Inc – in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows: (a) if to the Borrower, to Hearst-Argyle Television, Inc ., 888 7th Avenue, Suite 2700, New York, New York 10106, Attention of Harry T. Hawks (Fax No. 212-887-6855); (b) if to the Administrative Agent, the Issuing Lender _____________ HEARST-ARGYLE TELEVISION, INC – Patriot Act. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. HEARST-ARGYLE TELEVISION, INC ., by /s/ Harry T. Hawks Name: Harry T. Hawks Title: Executive Vice President and Chief Financial Officer JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Swingline Lender _____________ dt 1372792 ;	Royal Bank Royal Bank of Scotland plc As referenced in this Five-Year Credit Agreement: ROYAL BANK OF SCOTLAND PLC – YORK by /s/ Kristen E. Talaber Name: Kristen E. Talaber Title: Vice President SIGNATURE PAGE TO THE FIVE-YEAR CREDIT AGREEMENT OF HEARST-ARGYLE TELEVISION, INC. Name of Institution: THE ROYAL BANK OF SCOTLAND PLC by /s/ Matthew Jones Name: Matthew Jones Title: Senior Vice President SIGNATURE PAGE TO THE FIVE-YEAR CREDIT AGREEMENT OF HEARST-ARGYLE TELEVISION, INC. Name of Institution: UFJ BANK _____________ Royal Bank of Scotland plc – 000,000 Bank of America, N.A. $ 30,000,000 Wachovia Bank, N.A. $ 27,500,000 Harris Nesbitt Financing, Inc. $ 27,500,000 BNP Paribas $ 27,500,000 The Royal Bank of Scotland plc $ 27,500,000 The Bank of New York $ 20,000,000 Wells Fargo Bank, National Association $ 20,000,000 Mizuho Corporate Bank Ltd. $ 20,000,000 UFJ Bank Limited $ _____________ Royal Bank of Scotland plc – expressed herein. Very truly yours, Exhibit A Financial Institutions JPMorgan Chase Bank, N.A. Bank of America, N.A. Wachovia Bank, N.A. Harris Nesbitt Financing, Inc. BNP Paribas The Royal Bank of Scotland plc The Bank of New York Wells Fargo Bank, National Association Mizuho Corporate Bank Ltd. UFJ Bank Limited _____________ dt 1500316 ; BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Five-Year Credit Agreement: BANC OF AMERICA SECURITIES LLC – Administrative Agent BANK OF AMERICA, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION as Co-Syndication Agents HARRIS NESBITT and BNP PARIBAS as Co-Documentation Agents J.P. MORGAN SECURITIES INC. BANC OF AMERICA SECURITIES LLC As Joint Bookrunners and Joint Lead Arrangers TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01. Defined Terms 1 SECTION 1.02. Classification of Loans and Borrowings 18 _____________ Banc of America Securities LLC – effect to any assignments. Arrangement Fee Letter means the Arrangement Fee Letter dated December 17, 2004 between the Arrangers and the Borrower. Arrangers means J.P. Morgan Securities Inc. and Banc of America Securities LLC . Assignment and Assumption means an assignment and assumption entered into by a Lender and a permitted assignee (with the consent of the party or parties whose consent is required _____________ dt 1356011 ; More...
Preview Full Doc	2002	Split Dollar Life Insurance Agreement Split Dollar Life Insurance Agreement (13K) Doc #138104: Click preview link for longer preview. SPLIT DOLLAR LIFE INSURANCE AGREEMENT AGREEMENT made the 24th day of January, 2002, by and among PULITZER INC., a Delaware corporation (the "Company"), and WESLEY R. TURNER, as trustee ("Trustee"), under the Indenture of Trust for The Robert C. Woodworth and Joyce A. Woodworth Survivorship Insurance Trust, made the 24th day of January, 2002. WHEREAS, Robert C. Woodworth ("Executive") is employed as President of the Company; and WHEREAS, the Trustee is the owner of a survivorship life insurance policy, No. 2007081-9 (the "Policy"), issued by John Hancock Variable Life Insurance Company (the "Insurer") on the joint lives of the Executive and his wife (the "Insureds") with a face amount of $5,000,000; and WHEREAS, in connection with Executive's employment, the Company desires to provide for the funding of the Policy, subject to and in accordance with the provisions hereof. NOW, THEREFORE, the parties agree as follows: 1. Payment of Premiums. The Company will pay $74,174 to the Insurer as an initial Policy premium and, thereafter, will make eight annual payments to the Insurer, each for $74,174, provided, however, that the Company will have no obligation to make premium payments under the Policy following the termination of this agreement. The Trustee may make premium payments under the Policy at any time and from time to time. The amount of the Company's premium obligation for any year will be reduced by the amount, if any, of the premium paid by the Trustee for the year, but only to the extent that the amount paid by the Trustee is not more than the value of current life insurance protection provided by the Policy. For the purposes hereof and for related income and gift tax purposes, the current value of life 138104	Pulitzer Inc. Pulitzer Inc. ( Printing & Publishing ) As referenced in this Split Dollar Life Insurance Agreement: PULITZER INC – INSURANCE AGREEMENT {TEXT} {PAGE} EXHIBIT 10.41 SPLIT DOLLAR LIFE INSURANCE AGREEMENT AGREEMENT made the 24th day of January, 2002, by and among PULITZER INC ., a Delaware corporation (the "Company"), and WESLEY R. TURNER, as trustee ("Trustee"), under the Indenture of Trust for The Robert C. Woodworth _____________ Pulitzer Inc – upon a termination of the Executive's employment in conjunction with a change in control of the Company (within the meaning of the Pulitzer Inc . Executive Transition Plan (the "Transition Plan")) if, as a result of such termination, the Executive is entitled to receive severance payments pursuant _____________ PULITZER INC – of the State of Missouri. IN WITNESS WHEREOF, the parties hereto have entered into this agreement as of the date first above written. PULITZER INC . By: /s/ Alan G. Silverglat ---------------------------- Name: Alan G. Silverglat Title: Senior Vice President /s/ Wesley R. Turner -------------------------------- Wesley R. Turner, Trustee 5 { _____________ Pulitzer Inc – Robert C. Woodworth and Joyce A. Woodworth ("Insureds") --------------------------------------------------- Owner/Assignor: Wesley R. Turner, Trustee, under Trust Indenture dated January ____, 2002 ("Assignor") Assignee: Pulitzer Inc . ("Assignee") RECITALS A. The Assignor desires to assign to the Assignee a collateral interest in the Policy as collateral for certain liabilities _____________ PULITZER INC – provisions of this Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. PULITZER INC . By: /s/ Alan G. Silverglat ---------------------------- Name: Alan G. Silverglat Title: Senior Vice President /s/ Wesley R. Turner -------------------------------- Wesley R. Turner, Trustee 2 {/ _____________ dt 312582 ;	Wesley R. Turner
Preview Full Doc	2001	Stock Purchase Agreement Stock Purchase Agreement (88K) Doc #1502265: Click preview link for longer preview. STOCK PURCHASE AGREEMENT between NEXT GENERATION NETWORK, INC., and NEVADA BOND INVESTMENT CORP. II DATED AS OF JANUARY 28, 2000 <PAGE> 2 TABLE OF CONTENTS Page 1. The Transaction.......................................................1 2. The Closing . . . 1502265	Pulitzer Inc. Pulitzer Inc. ( Printing & Publishing ) As referenced in this Stock Purchase Agreement: Pulitzer, Inc – Partners, L.P., a Delaware limited partnership, 21st Century Communications T-E Partners, L.P., a Delaware limited partnership, 21st Century Communications Foreign Partners, L.P., a Delaware limited partnership, Pulitzer, Inc ., John Griffin, David Pecker, Peter Ezersky, David Lee, Joshua Steiner, Charles Curran, Jr., Robert L. Winikoff and Elektra Investments, A.V.V., an Aruban exempted company (collectively, the "Existing _____________ dt 1687086 ; Next Generation Network Next Generation Network Inc ;	Akin Gump Akin, Gump, Strauss, Hauer & Feld LLP ( Legal ) As referenced in this Stock Purchase Agreement: Akin, Gump – Stock shall be treated as having been exercised. 2. The Closing. The closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of Akin, Gump , Strauss, Hauer & Feld, 1333 New Hampshire NW, Suite 400, Washington, DC, at 11:00 a.m. on January 28, 2000, or at such other place or time, or _____________ Akin, Gump – law, rule or regulation shall have been enacted which prohibits, restricts or delays the consummation of the transactions contemplated hereby. (c) Legal Opinions. NBIC shall have received the opinions of Akin, Gump , Strauss, Hauer & Feld, L.L.P., and Colombo & Bonacci, P.C., counsel to the Company, in substantially the form of Exhibits A1 and A2 hereto. (d) No _____________ Akin, Gump – 943-4299 with a copy to: Colombo & Bonacci, P.C. 2525 East Camelback Road Suite 840 Phoenix, AZ 85016 Attention: Anthony A. Bonacci Facsimile No. (602) 956-3322 and Akin, Gump , Strauss, Hauer & Feld, L.L.P. 1333 New Hampshire NW Suite 400 Washington, D.C. 20036 Attention: Russell W. Parks, Jr. Facsimile No. (202) 955-7631 (ii) if _____________ dt 1680814

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