EX-10.1



 






EXHIBIT 10.1




ASSET EXCHANGE AGREEMENT




     THIS ASSET EXCHANGE AGREEMENT (this “Agreement”), is dated as of the 1st
day of April, 2006, among TRIPLE CROWN MEDIA, INC., a Delaware corporation (“Triple”), GRAY
PUBLISHING, LLC, a Delaware limited liability company and a wholly owned subsidiary of Triple
(“Triple Sub”), and COMMUNITY FIRST HOLDINGS, INC., a Delaware corporation (“Holdings”).



BACKGROUND STATEMENT




     The Triple Sub is the owner and publisher of the newspapers and related publications set forth
on Schedule I attached hereto and made a part hereof (the “Triple Newspapers”). Holdings is the
owner and publisher of the newspapers and related publications set forth on Schedule II attached
hereto and made a part hereof (the “Holdings Newspapers”). Holdings desires to exchange all of the
Holdings Acquired Assets (as hereinafter defined) for the Triple Sub Acquired Assets (as
hereinafter defined), and Triple Sub desires to exchange all of the Triple Sub Acquired Assets for
the Holdings Acquired Assets, upon the terms and subject to the conditions set forth in this
Agreement.



     The definitions of certain capitalized terms used herein are set forth in Exhibit A hereto.



     Accordingly, in consideration of the premises and of the respective covenants and agreements
contained herein, the parties hereto hereby agree as follows:



ARTICLE 1




PURCHASE AND SALE OF ACQUIRED ASSETS




     1.1 Exchange of Assets. Subject to the terms and conditions set forth herein, at the
Closing, Holdings shall transfer, assign and convey to Triple Sub (or one or more Affiliates of
Triple Sub as designated by Triple) and Triple Sub (or one or more Affiliates of Triple Sub as
designated by Triple) shall acquire from Holdings all of Holdings’ right, title and interest in and
to the Holdings Acquired Assets, and in exchange thereof, Triple Sub shall transfer, assign and
convey to Holdings and Holdings shall acquire from Triple Sub all of Triple Sub’s right, title and
interest in and to the Triple Sub Acquired Assets.



     1.2 Acquired Assets.



     (a) As used herein, “Triple Sub Acquired Assets” shall mean all of the assets, properties,
rights, interests and claims (other than Triple Sub Excluded Assets), that are used or held for use
primarily in connection with the Triple Sub Business and the operation of the Triple Sub
Newspapers. The Triple Sub Acquired Assets referred to above include, without limitation, the
following assets (other than Triple Sub Excluded Assets):




     (i) the Triple Sub Equipment and Triple Sub Motor Vehicles;



 









 






     (ii) all inventory of the Triple Sub Business, including, without limitation,
newsprint, packaging materials and supplies;




     (iii) the Triple Sub Intangible Property, including, but not limited to, the tradenames
and mastheads of the Triple Newspapers and all derivations thereof;




     (iv) all contracts, leases, licenses and other agreements (whether written or oral) to
which Triple Sub is a party, and relating primarily to the Triple Sub Business (the “Triple
Sub Contracts”);




     (v) all licenses, permits or other governmental authorizations (the “Triple Sub
Permits”) relating primarily to the Triple Sub Business or the Triple Sub Acquired Assets;




     (vi) the Triple Sub Records;




     (vii) all prepaid expenses (excluding prepaid insurance) relating primarily to the
Triple Sub Business;




     (viii) all warranties and guarantees received from vendors, suppliers or manufacturers
(the “Triple Sub Warranties”) relating primarily to the Triple Sub Acquired Assets;




     (ix) all customer, sampling and marketing lists relating primarily to the Triple Sub
Business;




     (x) the Triple Sub Real Property;




     (xi) all accounts receivable of the Triple Sub Business; and




     (xii) all promotional material used primarily in the Triple Sub Business.



     (b) As used herein, “Holdings Acquired Assets” shall mean all of the assets, properties,
rights, interests and claims (other than Holdings Excluded Assets), that are used or held for use
primarily in connection with the Holdings Business and the operation of the Holdings Newspapers.
The Holdings Acquired Assets referred to above include, without limitation, the following assets
(other than Holdings Excluded Assets):




     (i) the Holdings Equipment and Holdings Motor Vehicles;




     (ii) all inventory of the Holdings Business, including, without limitation, newsprint,
packaging materials and supplies;




     (iii) the Holdings Intangible Property, including, but not limited to, the tradenames
and mastheads of the Holdings Newspapers and all derivations thereof;



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     (iv) all contracts, leases, licenses and other agreements (whether written or oral)
relating to the Holdings Business to which Holdings is a party, and relating primarily to
the Holdings Business (the “Holdings Contracts”);




     (v) all licenses, permits or other governmental authorizations (the “Holdings Permits”)
relating primarily to the Holdings Business or the Holdings Acquired Assets;




     (vi) the Holdings Records;




     (vii) all prepaid expenses (excluding prepaid insurance) relating primarily to the
Holdings Business;




     (viii) all warranties and guarantees received from vendors, suppliers or manufacturers
(the “Holdings Warranties”) relating primarily to the Holdings Acquired Assets;




     (ix) all customer, sampling and marketing lists relating primarily to the Holdings
Business;




     (x) the Holdings Real Property;




     (xi) all accounts receivable of the Holdings Business; and




     (xii) all promotional material used primarily in the Holdings Business.



     1.3 Excluded Assets.



     (a) The following assets (“Triple Sub Excluded Assets”) are not included in the Triple Sub
Acquired Assets, and Triple Sub shall not transfer, assign or convey to Holdings and Holdings shall
not acquire from Triple Sub the following assets:




     (i) corporate minute books, seals, stock records and other corporate documentation of
Triple Sub;




     (ii) all tax returns, reports, forms and other tax records pertaining to Triple Sub or
Triple Sub’s operations prior to the date of Closing (collectively, “Triple Sub Tax
Records”);




     (iii) any intercompany debt owing to Triple Sub including all interest thereon and all
other intercompany agreements;




     (iv) the name “Triple” or “Gray” or any trade names, trademarks, identifying logos or
service marks employing the words “Triple” or “Gray” or any part or variation thereof or any
confusingly similar trade name, trademark or logo (collectively, the “Triple Group
Trademarks and Logos”);



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     (v) any rights or claims of Triple Sub or any of its Affiliates related to or
contingent on the satisfaction of Triple Sub Retained Liabilities or Triple Sub Excluded
Assets;




     (vi) all insurance policies and binders owned or held by Triple Sub or any of its
Affiliates and claims with respect thereto;




     (vii) all rights and claims which Triple Sub or any of its Affiliates may have for
refund or credit with respect to Income Taxes (including estimated Income Taxes);




     (viii) any claim, right or obligation owing to Triple Sub from any of its Affiliates,
including, without limitation, on account of any inter- or intra-company indebtedness;




     (ix) any corporate allocations to health and welfare, and property and casualty
insurance, including, without limitation, prepaid insurance expenses, pension expenses and
workers’ compensation expenses;




     (x) any assets of a Triple or Triple Sub Benefit Plan, except as expressly provided in
Section 10.1;




     (xi) the items referred to in the proviso to the definition of Triple Sub Records;




     (xii) all rights of Triple or Triple Sub under (i) this Agreement, (ii) all documents
and analyses prepared by Triple Sub or any of its Affiliates for internal evaluation
purposes in connection with the sale of the Triple Newspapers and the Triple Sub Business,
and (iii) any Ancillary Instrument;




     (xiii) the items referred to in Section 1.3 of the Triple Sub Disclosure Letter; and




     (xiv) cash in bank accounts and other investment accounts and cash equivalents,
including, but not limited to, investments securities as of Closing.



     (b) The following assets (“Holdings Excluded Assets”) are not included in the Holdings
Acquired Assets and Holdings shall not transfer, assign or convey to Triple Sub and Triple Sub
shall not acquire from Holdings the following assets:




     (i) corporate minute books, seals, stock records and other corporate documentation of
Holdings;




     (ii) all tax returns, reports, forms and other tax records pertaining to Holdings or
Holdings’ operations prior to the date of Closing (collectively, “Holdings Tax Records”);




     (iii) any intercompany debt owing to Holdings including all interest thereon and all
other intercompany agreements;



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     (iv) the name “Community First Holdings”, “Newspaper Holdings” or “Community Newspaper
Holdings” or any trade names, trademarks, identifying logos or service marks employing the
words “Community First Holdings”, “Community Newspaper Holdings” or “Newspaper Holdings” or
any part or variation thereof or any confusingly similar trade name, trademark or logo
(collectively, the “Holdings Trademarks and Logos”);




     (v) any rights or claims of Holdings or any of its Affiliates related to or contingent
on the satisfaction of Holdings Retained Liabilities or Holdings Excluded Assets;




     (vi) all insurance policies and binders owned or held by Holdings or any of its
Affiliates and claims with respect thereto;




     (vii) all rights and claims which Holdings or any of its Affiliates may have for refund
or credit with respect to Income Taxes (including estimated Income Taxes);




     (viii) any claim, right or obligation owing to Holdings from any of its Affiliates,
including, without limitation, on account of any inter- or intra-company indebtedness;




     (ix) any corporate allocations to health and welfare, and property and casualty
insurance, including, without limitation, prepaid insurance expenses, pension expenses and
workers’ compensation expenses;




     (x) any assets of a Holdings Benefit Plan, except as expressly provided in Section
10.2;




     (xi) the items referred to in the proviso to the definition of Holdings Records;




     (xii) all rights of Holdings under (i) this Agreement, (ii) all documents and analyses
prepared by Holdings or any of its Affiliates for internal evaluation purposes in connection
with the sale of the Holdings Newspapers and the Holdings Business, and (iii) any Ancillary
Instrument;




     (xiii) any contract, agreement or other arrangement with the Retirement System of
Alabama or any of its Affiliates;




     (xiv) cash in bank accounts and other investment accounts and cash equivalents,
including, but not limited to, investment securities as of Closing; and




     (xv) the contracts, leases, licenses and other agreements (whether written or oral)
listed in Section 1.3 of the Holdings Disclosure letter (collectively, the “Holdings
Excluded Contracts”).



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     1.4 Assumed Liabilities.



     (a) Subject to the terms and conditions set forth herein, at the Closing, Holdings shall
assume and be liable and otherwise responsible for the following liabilities and obligations of
Triple Sub:




     (i) the liabilities and obligations of Triple Sub under the Triple Sub Contracts to the
extent arising from and after the Closing (other than liabilities and obligations relating
to pre-closing breaches);




     (ii) all current liabilities of Triple Sub as of the Closing Date to the extent such
liabilities are reflected on the Triple Sub Balance Sheet (as defined in Section 3.6(a)) or
incurred after January 31, 2006 and which in each case are included in the computation of
Triple Sub Net Working Capital; and




     (iii) the liabilities and obligations of Triple Sub relating to the Triple Sub
Transferred Employees expressly assumed by Holdings pursuant to Article 10 (all of the
foregoing are referred to herein collectively as the “Triple Sub Assumed Liabilities”);


provided, however, that Triple Sub Assumed Liabilities shall not include, among
others, (u) except to the extent included in the Triple Sub Net Working Capital pursuant to clause
(ii) above, any liability or obligation under any Triple Sub Contract required by the terms thereof
to be discharged prior to the Closing Date, (v) any liability or obligation incurred in violation
of the provisions of this Agreement, (w) any liability or obligation arising out of a breach or
default by Triple Sub or Triple prior to the Closing (including an event that with the passage of
time or the giving of notice, or both, would become such a breach or default) under any Triple Sub
Contract, (x) any liability for Taxes of Triple Sub except as expressly provided herein, (y) any
liability for post-retirement welfare, medical or life insurance benefits, (z) any Indebtedness of
Triple or of Triple Sub and any obligation or liability relating thereto, (uu) except as provided
in Section 10.3, any liability or obligation relating to costs and expenses incurred by Triple or
Triple Sub in connection with the sale of the Triple Sub Acquired Assets or the Triple Sub
Business, (vv) any liability or obligation of Triple or Triple Sub under this Agreement, (ww) any
liability or obligation of Triple or Triple Sub owing to any of its Affiliates, including, but not
limited to, management fees, (xx) any liability or obligation of any current or former Affiliates
of Triple or Triple Sub for which Triple or Triple Sub is liable as a member of a consolidated
group, controlled group or affiliated group or otherwise, (yy) except as provided for in Article
10, any liability or obligation of Triple or Triple Sub relating to the termination by Triple or
Triple Sub at or prior to the Closing of any of its employees, (zz) any liability under any
employment, severance, retention or termination agreement with any employee of Triple Sub relating
to circumstances occurring prior to the Closing or any liability of Triple Sub arising out of or
relating to any employee grievance related to circumstances occurring prior to the Closing whether
or not the affected employees are hired by Holdings or (aa) any liability of Triple Sub to any
shareholder or to any Affiliate related to circumstances occuring prior to the Closing.




     (b) Subject to the terms and conditions set forth herein, at the Closing, Triple Sub shall
assume and be liable and otherwise responsible for the following liabilities and obligations of the
Holdings:



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     (i) the liabilities and obligations of the Holdings Newspapers, under the Holdings
Contracts to the extent arising from and after the Closing (other than liabilities and
obligations relating to pre-closing breaches);




     (ii) all current liabilities of the Holdings Newspapers as of the Closing Date to the
extent such liabilities are reflected on the Holdings Balance Sheets (as defined in Section
4.6(a)) or incurred after January 31, 2006 and which in each case are included in the
computation of Holdings Net Working Capital; and




     (iii) the liabilities and obligations of Holdings relating to the Holdings Transferred
Employees expressly assumed by Triple Sub pursuant to Article 10 (all of the foregoing are
referred to herein collectively as the “Holdings Assumed Liabilities”);


provided however, that Holdings Assumed Liabilities shall not include, among
others, (u) except to the extent included in the Holdings Net Working Capital pursuant to clause
(ii) above, any liability or obligation under any Holdings Contract required by the terms thereof
to be discharged prior to the Closing Date, (v) any liability or obligation incurred in violation
of the provisions of this Agreement, (w) any liability or obligation arising out of a breach or
default by Holdings prior to the Closing (including an event that with the passage of time or the
giving of notice, or both, would become such a breach or default) under any Holdings Contract, (x)
any liability for Taxes of Holdings, except as expressly provided herein, (y) any liability for
post-retirement welfare, medical or life insurance benefits, (z) any Indebtedness of Holdings and
any obligation or liability relating thereto including, but not limited to, any debt, obligation,
indebtedness or other liability to Retirement System of Alabama or any of its Affiliates, (uu)
except as provided in Section 10.3, any liability or obligation relating to costs and expenses
incurred by Holdings in connection with the sale of the Holdings Acquired Assets or the Holdings
Business, (vv) any liability or obligation of Holdings under this Agreement, (ww) any liability or
obligation of Holdings owing to any of its Affiliates, including, but not limited to, management
fees, (xx) any liability or obligation of any current or former Affiliates of Holdings for which
Holdings is liable as a member of a consolidated group, controlled group or affiliated group or
otherwise, (yy) except as provided for in Article 10, any liability or obligation of Holdings
relating to the termination by Holdings at or prior to the Closing of any of its employees, (zz)
the Holdings Excluded Contracts, (aa) any liability under any employment, severance, retention or
termination agreement with any employee of Holdings relating to circumstances occurring prior to
the Closing or any liability of Holdings arising out of or relating to any employee grievance
related to circumstances occurring prior to the Closing whether or not the affected employees are
hired by Triple Sub, or (bb) any liability of Holdings to any shareholder or to any Affiliate
related to circumstances occuring prior to the Closing.




     1.5 Retained Liabilities.



     (a) Triple Sub shall retain as of the Closing (and Holdings shall not assume or be responsible
for) all liabilities and obligations of Triple Sub, whether arising before or after the Closing,
disclosed or undisclosed, known or unknown, absolute, contingent or otherwise and whether due or to
become due, except for the Triple Sub Assumed Liabilities (the “Triple Sub Retained Liabilities”).



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     (b) Holdings shall retain as of the Closing (and neither Triple nor Triple Sub shall assume or
be responsible for) all liabilities and obligations of Holdings, whether arising before or after
the Closing, disclosed or undisclosed, known or unknown, absolute, contingent or otherwise and
whether due or to become due (including, but not limited to, the Holdings Excluded Contracts),
except for the Holdings Assumed Liabilities (the “Holdings Retained Liabilities”).



ARTICLE 2




PURCHASE PRICE; CLOSING




     2.1 Assumption of Liabilities. Subject to the terms and conditions set forth herein,
at the Closing (a) Triple Sub shall assign to Holdings, and Holdings shall assume, the Triple Sub
Assumed Liabilities pursuant to an instrument in the form of Exhibit B attached hereto (the
“Holdings Assumption Agreement”), and (b) Holdings shall assign to Triple Sub (or one or more
Affiliates of Triple Sub designated by Triple), and Triple Sub (or one or more Affiliates of Triple
Sub designated by Triple) shall assume, the Holdings Assumed Liabilities pursuant to an instrument
or instruments in the form of Exhibit C attached hereto (the “Triple Sub Assumption Agreement”).



     2.2 Closing. Unless the parties hereto shall agree in writing upon a different
location, time or date, the closing of the exchange of the Holdings Acquired Assets and the Triple
Sub Acquired Assets (the “Closing”) shall take place at the offices of Holdings’ counsel, 2131
Ayrsley Town Blvd, Suite 300, Charlotte, North Carolina 28273 at
10:00 A.M. on April 7,
2006. The term “Closing Date” means the date and time at which the Closing occurs.



     2.3 Deliveries at the Closing. Subject to the terms and conditions set forth in this
Agreement, at the Closing:



     (a) Triple Sub shall deliver to Holdings:




     (i) a Bill of Sale and Assignment for the Triple Sub Acquired Assets in the form of
Exhibit D attached hereto, duly executed by Triple Sub, together with one or more deeds
(which shall be equivalent to a General Warranty Deed executed and acknowledged by Triple,
Triple Sub or their Affiliates, as the case may be, conveying to Holdings all of such
transferor’s right, title and interest in and to the Triple Sub Real Property owned by
Triple, Triple Sub or such Affiliates;




     (ii) the Triple Sub Assumption Agreement;




     (iii) the Holdings Assumption Agreement;




     (iv) an instrument of assignment in the form of Exhibit E attached hereto, duly
executed by Triple Sub, of all registered Triple Sub Intangible Property;




     (v) title to the Triple Sub Motor Vehicles; and



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     (vi) all certificates and other instruments and documents which are expressly required
or reasonably requested by Holdings pursuant to this Agreement to be delivered by Triple Sub
to Holdings at the Closing in form and substance reasonably satisfactory to Holdings; and



     (b) Holdings shall deliver to Triple Sub:




     (i) a Bill of Sale and Assignment for the Holdings Acquired Assets in the form of
Exhibit F attached hereto, duly executed by Holdings, together with one or more deeds (which
shall be equivalent to a General Warranty Deed duly executed and acknowledged by Holdings or
its Affiliates, as the case may be,conveying to Triple Sub (or one or more Affiliates of
Triple Sub designated by Triple) all of such transferor’s right, title and interest in and
to the Holdings Real Property owned by Holdings or its Affiliates;




     (ii) an Assignment of Leases for any Holdings Real Property leased by Holdings together
with appropriate consents to the assignment of such leases from the landlords of such real
property, if such consents are required under the terms of the lease;




     (ii) the Holdings Assumption Agreement;




     (iii) the Triple Sub Assumption Agreement;




     (iv) one or more instruments of assignment in the form of Exhibits G attached hereto,
duly executed by Holdings, of all registered Holdings Intangible Property; and




     (v) title to the Holdings Motor Vehicles; and




     (vi) all certificates and other instruments and documents
which are expressly required or reasonably requested by Triple Sub pursuant
to this Agreement to be delivered by Holdings to Triple Sub at the Closing
in form and substance reasonably satisfactory to Triple Sub.



     2.4 Consent of Third Parties. Anything in this Agreement to the contrary
notwithstanding, this Agreement shall not constitute an agreement to assign any of the Triple Sub
Contracts, Triple Sub Permits, Triple Sub Warranties, Holdings Contracts, Holdings Permits or
Holdings Warranties or any claim, right or benefit arising thereunder or resulting therefrom if an
attempted assignment thereof, without the consent of a third Person thereto, would constitute a
breach or other contravention thereof or in any way adversely affect the rights of Holdings or
Triple Sub, as the case may be, thereunder. Triple Sub or Holdings, as applicable, will use
reasonable best efforts to obtain the consent of the other parties to any such Triple Sub Contract,
Triple Sub Permit, Triple Sub Warranty, Holdings Contract, Holdings Permit or Holdings Warranty, as
the case may be, for the assignment thereof to Holdings or Triple Sub, as applicable. If such
consent is not obtained prior to the Closing, or if an attempted assignment thereof would be
ineffective or would adversely affect the rights of Holdings or Triple Sub, as the case may be,
thereunder so that Holdings or Triple Sub, as applicable, would not in fact receive all such
rights, Triple Sub and Holdings will cooperate to achieve a mutually agreeable arrangement under
which (i) Holdings would obtain the benefits and assume the obligations



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thereunder (but only to the extent such obligations would have constituted Triple Sub Assumed
Liabilities if such assignment occurred on the Closing Date) from and after the Closing Date in
accordance with this Agreement, including subcontracting, sublicensing or subleasing to Holdings,
or under which Triple Sub would enforce for the benefit of Holdings, with Holdings assuming Triple
Sub’s obligations to the same extent as if it would have constituted a Triple Sub Assumed
Liability, and any and all rights of Triple Sub against a third Person thereto; and (ii) Triple Sub
would obtain the benefits and assume the obligations thereunder (but only to the extent such
obligations would have constituted Holdings Assumed Liabilities if such assignment occurred on the
Closing Date) from and after the Closing Date in accordance with this Agreement, including
subcontracting, sublicensing or subleasing to Triple Sub or under which Holdings would enforce for
the benefit of Triple Sub with Triple Sub assuming Holdings’ obligations to the same extent as if
it would have constituted a Holdings Assumed Liability, and any and all rights of Holdings against
a third Person thereto. Triple Sub or Holdings as applicable, will pay promptly to the other
applicable party when received all monies received by Triple Sub or Holdings, as applicable, after
the Closing Date under any of the Triple Sub Contracts, Triple Sub Permits, Triple Sub Warranties,
Holdings Contracts, Holdings Permits or Holdings Warranities, as the case may be, or any claim,
right or benefit arising thereunder to the extent that Holdings or Triple Sub, as applicable, would
be entitled thereto pursuant hereto.




     2.5 Adjustments to Working Capital.



     (a) In accordance with this Section 2.5, Triple Sub shall pay to Holdings the amount, if any,
by which the Holdings Net Working Capital exceeds the Triple Sub Net Working Capital or Holdings
shall pay to Triple Sub the amount, if any, by which the Triple Sub Net Working Capital exceeds the
Holdings Net Working Capital. The payments to be made pursuant to this Section 2.5 shall be made
by wire transfer of immediately available funds to an account designated by the party to receive
such payment, such designation to be made no later than two business days prior to the date of any
such payment.



     (b) At least five days prior to the Closing, (i) Triple Sub shall deliver to Holdings its good
faith written determination of the Triple Sub Net Working Capital, which determination shall be
made based upon the most recent balance sheets of the Triple Newspapers available prior to the
Closing (with any adjustment thereto agreed to by Triple Sub prior to the Closing, the “Triple Sub
Estimated Net Working Capital”), and (ii) Holdings shall deliver to Triple Sub its good faith
written determination of the Holdings Net Working Capital, which determination shall be made based
upon the most recent balance sheets of the Holdings Newspapers available prior to the Closing
(with any adjustments thereto agreed to by Holdings prior to the Closing, the “Holdings Estimated
Net Working Capital”); provided, however, if Holdings and Triple Sub do not agree upon the Holdings
Estimated Net Working Capital and the Triple Sub Estimated Net Working Capital prior to the Closing
Date, the Closing shall not be delayed and the Holdings Estimated Net Working Capital and the
Triple Sub Estimated Net Working Capital shall each be deemed to equal zero unless Holdings and
Triple Sub shall otherwise agree. Triple Sub shall make available to Holdings and Holdings shall
make available to Triple Sub, in each case during normal business hours and on reasonable notice,
all workpapers and other books and records utilized in preparing the Triple Sub Estimated Net
Working Capital or Holdings Estimated Net Working Capital , as the case may be, and will make
available to each other, in each case during normal business hours and on reasonable notice, the
appropriate personnel involved in the



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preparation of such determinations. At the Closing, Triple Sub shall pay to Holdings the
amount, if any, by which the Holdings Estimated Net Working Capital exceeds the Triple Sub
Estimated Net Working Capital or Holdings shall pay to Triple Sub the amount, if any, by which the
Triple Sub Estimated Net Working Capital exceeds the Holdings Estimated Net Working Capital.




     (c) On or prior to the ninetieth (90th) day following the Closing Date, (i) Holdings shall
notify Triple Sub in writing (the “Holdings Determination Notice”) of its determination of the
final Triple Sub Net Working Capital, and (ii) Triple Sub shall notify Holdings in writing (the
“Triple Sub Determination Notice”) of its determination of the final Holdings Net Working Capital,
each of which determinations shall set forth in reasonable detail the basis for such
determinations. Each of Holdings and Triple Sub will provide the other party or parties and their
respective representatives with access during normal business hours to its personnel, books and
records to assist the other party in the preparation of its, and review of the other party’s,
determination of the final Triple Sub Net Working Capital or Holdings Net Working Capital, as the
case may be. If Triple Sub or Holdings utilizes the services of its respective firm of independent
certified public accountants in connection with the Triple Sub Determination Notice or the Holdings
Determination Notice, as the case may be, then Triple Sub or Holdings, as applicable, shall each
cause such firm of independent certified public accountants to (y) deliver to Holdings or Triple
Sub, as the case may be, all workpapers and other books and records utilized by such firm of
independent certified public accountants in preparing, or assisting Triple Sub or Holdings, as the
case may be, to prepare the Triple Sub Determination Notice or Holdings Determination Notice, as
the case may be, and (z) make available to Holdings or Triple Sub, as the case may be, in each case
during normal business hours and on reasonable notice, the appropriate personnel involved in the
preparation of such determinations. Triple Sub shall notify Holdings in writing (the “Triple Sub
Dispute Notice”) and Holdings shall notify Triple Sub in writing (the “Holdings Dispute Notice”)
within thirty (30) days after receiving the Holdings Determination Notice or the Triple Sub
Determination Notice, as the case may be, if Triple Sub or Holdings disagrees with the other
party’s calculation of Triple Sub Net Working Capital or Holdings Net Working Capital, as the case
may be, which notice shall set forth in reasonable detail the basis for such dispute and the dollar
amounts involved and such objecting party’s good faith estimate of the final Triple Sub Net Working
Capital or Holdings Net Working Capital, as the case may be. If no Triple Sub Dispute Notice or
Holdings Dispute Notice is received or given, by Holdings or Triple Sub, as the case may be, within
such thirty (30) day period, then Holdings’ or Triple Sub’s determination of the final Triple Sub
Net Working Capital or Holdings Net Working Capital, as the case may be, set forth in the
applicable Determination Notice shall be final and binding upon the parties.



     (d) Upon receipt of a Triple Sub Dispute Notice or a Holdings Dispute Notice, Holdings and
Triple Sub shall negotiate in good faith to resolve any disagreement with respect to the final
Triple Sub Net Working Capital and/or Holdings Net Working Capital, as the case may be. To the
extent Holdings and Triple Sub are unable to agree with respect to the final Triple Sub Net Working
Capital and/or Holdings Net Working Capital within thirty (30) days after either party notifies the
other of a disagreement with respect thereto, Holdings and Triple Sub shall select a mutually
acceptable national accounting firm with no material relationship to Holdings or Triple Sub or
their Affiliates, and submit their dispute to such accounting firm for a binding resolution. The
cost of such accounting firm shall be paid one half by Triple Sub and one half by Holdings.



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     (e) Upon the final determination of both the Triple Sub Net Working Capital and Holdings Net
Working Capital in accordance herewith, Triple Sub or Holdings, as the case may be, will make the
appropriate payment to the other Person within two (2) business days of such final determination.



     (f) In making the adjustments pursuant to this Section 2.5, all prepaid expenses, to the
extent included in the Holdings Acquired Assets or the Triple Sub Acquired Assets, and accrued
expenses, including real property, personal property and payroll Taxes, to the extent included in
the Holdings Assumed Liabilities, or the Triple Sub Assumed Liabilities, of the Holdings Newspapers
or the Triple Newspapers which are properly included in the determination of Holdings Net Working
Capital or Triple Sub Net Working Capital shall, except as otherwise expressly provided herein, be
adjusted and allocated among Holdings and Triple Sub to reflect the principle that all expenses
arising from the operation of the Holdings Newspapers before the opening of business on the Closing
Date and the Triple Newspapers from and after the opening of business on the Closing Date shall be
for the account of Holdings, and all expenses arising from the operation of the Triple Newspapers
before the opening of business on the Closing Date and the Holdings Newspapers from and after the
opening of business on the Closing Date shall be for the account of Triple Sub.



     (g) For purposes of determination of Net Working Capital for both Holdings and Triple Sub, (i)
only those accounts receivable actually collected on or prior to the 90th day following
the Closing shall be included and any accounts receivable not so collected will be assigned to the
original transferring party on the 91st day following the Closing and (ii)
notwithstanding anything herein to the contrary, for purposes of application of the foregoing, all
payments made by an account debtor with respect to accounts receivable outstanding as of the
Closing shall be applied in payment of the oldest outstanding account receivable with respect to
said account debtor as of the Closing.



ARTICLE 3




REPRESENTATIONS AND WARRANTIES OF TRIPLE AND TRIPLE SUB




     Triple and Triple Sub jointly and severally represent and warrant to Holdings as follows:



     3.1 Organization and Good Standing. Triple is a corporation duly incorporated and
validly existing as a corporation in good standing under the laws of the State of Delaware. Triple
Sub is a limited liability company duly organized and validly existing as a limited liability
company in good standing under the laws of the State of Delaware. Triple Sub has the power to
carry on the Triple Sub Business, is duly qualified to do business and is in good standing as a
foreign corporation in each jurisdiction where qualification as a foreign corporation is required,
except for such failures to be qualified and in good standing that would not, in the aggregate,
have a Triple Sub Material Adverse Effect.



     3.2 Authority. Each of Triple and Triple Sub has the power and authority to execute
and deliver this Agreement and the other Ancillary Instruments to which it is a party, to perform
its obligations hereunder and thereunder and to consummate the transactions provided for hereby and
thereby, and all action of Triple and Triple Sub necessary for the making and performance of



12









 




this Agreement by Triple and Triple Sub has been duly taken. The execution, delivery and
performance by each of Triple and Triple Sub of this Agreement and the other Ancillary Instruments
to which it is a party do not and will not (i)(A) contravene any provisions of the certificate of
incorporation or by-laws of Triple or the article of organization or operating agreement of Triple
Sub, (B) except as set forth in Section 3.2 of the Triple Disclosure Letter, with or without the
giving of notice or the passage of time or both, result in any breach by Triple or Triple Sub of,
or default or permitted or required acceleration of performance by Triple or Triple Sub under, or
the creation of any Lien upon the Triple Sub Acquired Assets which would remain on the Triple Sub
Acquired Assets after the Closing, or the creation in favor of any third party of any right of
termination of, any contract, lease, license or other agreement to which Triple or Triple Sub is a
party or by which Triple, Triple Sub or the Triple Sub Acquired Assets are bound, or (C) assuming
that the Governmental Actions/Filings referred to in Section 3.2 of the Triple Disclosure Letter
are obtained or made, result in any violation by Triple or Triple Sub of any law, rule or
regulation applicable to either of them, (ii) result in any violation by Triple or Triple Sub of
any judgment, injunction or decree of, or any license or permit issued by, any court or
governmental authority applicable to either of them, or (iii) assuming that the notices referred to
in Section 3.2 of the Triple Disclosure Letter are made, require any Governmental Action/Filing to
be made or obtained by Triple or Triple Sub except (A) any federal, state or local Tax filings and
(B) any PBGC “Notice of Reportable Event” required under Section 4043(c) of ERISA. This Agreement
and each of the Ancillary Instruments to which Triple or Triple Sub is a party has been duly
executed and delivered by Triple or Triple Sub, as the case may be. This Agreement and each of the
Ancillary Instruments to which Triple or Triple Sub is a party constitutes the valid and binding
obligation of Triple or Triple Sub, as the case may be, enforceable against Triple or Triple Sub,
as the case may be, in accordance with its terms except that such enforcement may be limited by any
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws (whether
statutory, regulatory or decisional), now or hereafter in effect, relating to or affecting the
rights of creditors generally or by equitable principles (regardless of whether considered in a
proceeding at law or in equity).




     3.3 Acquired Assets. Except (i) as set forth in Part A Section 3.3 of the Triple Sub
Disclosure Letter, (ii) for the Triple Sub Excluded Assets and (iii) for such assets that are
consumed or disposed of in the ordinary course of the Triple Sub Business and consistent with prior
practice after the date of this Agreement, the Triple Sub Acquired Assets include all of the
assets, properties and rights of every type and description, real, personal and mixed, tangible and
intangible, that are owned, leased or licensed by Triple Sub and used primarily in the conduct of
the Triple Sub Business in the manner in which the Triple Sub Business is now conducted.



     Except as set forth in Part B of Section 3.3 of the Triple Sub Disclosure Letter, Triple Sub
does not use any assets in the conduct of the Triple Sub Business which in the aggregate are
material to the Triple Sub Business and which it does not own or lease. Except as set forth in
Part C of Section 3.3 of the Triple Sub Disclosure Letter, the tangible Triple Sub Acquired Assets
are in good operating condition, reasonable wear and tear excepted, except for such failures to be
in such good operating condition as individually or in the aggregate have not had and are not
reasonably likely to have a Triple Sub Material Adverse Effect. The Triple Sub Acquired Assets
constitute all of the assets necessary to conduct the Triple Sub Business as currently conducted.



13









 





     3.4 Title to Acquired Assets; Liens. Triple Sub owns good title to or has valid
leasehold interests in all of the Triple Sub Acquired Assets and at the Closing good title to or
valid leasehold interests in such Triple Sub Acquired Assets shall be transferred to Holdings free
and clear of any and all Liens except for Triple Sub Permitted Liens.



     3.5 Contracts and Agreements; Defaults.



     (a) Part A of Section 3.5 of the Triple Disclosure Letter contains a list of (i) all
outstanding mortgages, indentures, notes, guarantees, installment obligations or other contracts or
instruments evidencing or providing any Indebtedness to which Triple or Triple Sub is a party and
which relate primarily to the Triple Sub Business or by which Triple or Triple Sub or any of its
assets are bound and which relate primarily to the Triple Sub Business, (ii) all outstanding
contracts containing non-competition covenants of Triple or Triple Sub and which relate primarily
to the Triple Sub Business, (iii) all outstanding leases to which Triple or Triple Sub is a party
and which relate primarily to the Triple Sub Business or by which Triple or Triple Sub is bound and
which relate primarily to the Triple Sub Business, (iv) all outstanding contracts of Triple or
Triple Sub to sell assets, other than in the ordinary course of business, and which relate to the
Triple Sub Business, (v) all collective bargaining agreements of Triple or Triple Sub with any
labor union or other employee representative or a group of employees and which relate to the Triple
Sub Business, (vi) any joint venture or partnership agreements to which Triple or Triple Sub is a
party relating to the Triple Sub Business, and (vii) all other outstanding contracts to which
Triple or Triple Sub is a party and which relate to the Triple Sub Business or by which Triple or
Triple Sub or any of its assets are bound and which relate to the Triple Sub Business, which
require or are likely to require the payment by Triple or Triple Sub of an amount, or require
Triple or Triple Sub to provide goods or services having a fair market value or aggregate sales
price, of more than $10,000 per annum, except (1) contracts entered into in the ordinary course of
business of Triple or Triple Sub that can be terminated by Triple or Triple Sub on 30 or fewer
days’ notice without penalty, (2) contracts for advertising with Triple or Triple Sub entered in
the ordinary course of business, and (3) Triple Sub Excluded Assets. Triple or Triple Sub has
delivered to Holdings a correct and complete copy of each written agreement listed on Part A of
Section 3.5 of the Triple Disclosure Letter (the “Triple Material Contracts”).



     (b) Except as set forth in Part B of Section 3.5 of the Triple Disclosure Letter, (i) neither
Triple, Triple Sub, nor, to the Knowledge of Triple Sub, any other party to any contract, lease,
license or other agreement to which Triple or Triple Sub is a party or by which Triple or Triple
Sub or any of the Triple Sub Acquired Assets are bound (other than contracts, licenses, leases or
other agreements that constitute Triple Sub Excluded Assets) is in material breach of or default
under any such contract, lease, license or other agreement and (ii) no event has occurred which
(after notice or lapse of time or both) would become a material breach or default by Triple or
Triple Sub under any such contract, lease, license or other agreement.



     3.6 Financial Statements.



     (a) Attached as Part A of Section 3.6 of the Triple Sub Disclosure Letter are true and
complete copies of (i) the unaudited balance sheets of the Triple Newspapers as at December 31,
2005 and (ii) the unaudited balance sheets of the Triple Newspapers as at January 31, 2006 (the
January 31, 2006 balance sheets are referred to as the “Triple Sub Balance Sheet”), and the



14









 




related unaudited statements of income for the twelve month and one month periods then ended
(collectively, the “Triple Sub Financial Statements”). Except as disclosed in Part A of Section
3.6 of the Triple Sub Disclosure Letter, the Triple Sub Financial Statements fairly present in all
material respects the financial position of the Triple Newspapers as at December 31, 2005 and
January 31, 2006 and their results of operations for the twelve months ended December 31, 2005, and
the one month ended January 31, 2006 in accordance with GAAP.




     (b) Except for Triple Sub Excluded Assets and except for cash distributed to Triple and its
Affiliates, the Triple Sub Balance Sheet reflects all of the Triple Sub Acquired Assets that will
be acquired by Holdings at the Closing other than such assets as are disposed of or consumed in the
ordinary course of the Triple Sub Business and consistent with past practice since January 31, 2006
or such additional assets as are acquired by the Triple Newspapers in the ordinary course of
business.



     (c) Except as set forth in Part B of Section 3.6 of the Triple Disclosure Letter or as
reflected, reserved against or otherwise disclosed in the Triple Sub Balance Sheet and liabilities
and obligations incurred in the ordinary course of business since January 31, 2006, Triple Sub does
not have any material liabilities or obligations related to the Triple Sub Business that would have
been required to be reflected or otherwise disclosed by Triple or Triple Sub in the Triple Sub
Balance Sheet in accordance with GAAP.



     3.7 Business Since January 31, 2006. Except as disclosed in Part A of Section 3.7 of
the Triple Sub Disclosure Letter and except as required or otherwise contemplated by this
Agreement, since January 31, 2006 (i) the Triple Sub Business has been conducted in all material
respects in the ordinary course, consistent with past practices, (ii) neither the Triple Sub
Business nor its condition nor assets has materially adversely changed and (iii) no event or events
has or have occurred that individually or in the aggregate has or have had or is or are reasonably
likely to have a Triple Sub Material Adverse Effect. Since January 31, 2006, except as described
in Part B of Section 3.7 of the Triple Sub Disclosure Letter, there has not been:



     (a) any material damage, destruction, or loss to the assets of Triple or Triple Sub outside
the ordinary course of business;



     (b) any making or authorization of any capital expenditure relating to the Triple Sub Business
by Triple or Triple Sub in excess of $10,000 individually or the making or authorization of capital
expenditures relating to the Triple Sub Business by Triple or Triple Sub of more than $25,000 in
the aggregate;



     (c) any sale, transfer, or other disposition of assets or properties, real, personal, tangible
or intangible, or mixed, relating to the Triple Sub Business by Triple or Triple Sub, other than in
the ordinary course of business;



     (d) other than pursuant to existing collective bargaining agreements or pursuant to regular
salary reviews in the ordinary course of business consistent with past practices, any increase in
the compensation payable or to become payable to any employees or agents of Triple or Triple Sub
that are involved in the Triple Sub Business, or any bonus arrangement made with any thereof; or



15









 





     (e) no material increase in the operating costs of any of the Triple Newspapers, whether
arising from or in connection with the sale of real property or otherwise, has occurred.



     3.8 Compliance with Law; Litigation; Injunctions. Triple Sub is not in violation in
any material respect of any law, rule, permit, regulation, order, judgment or decree applicable to
it, except as set forth in Part A of Section 3.8 of the Triple Sub Disclosure Letter. Except for
the matters set forth in Part B of Section 3.8 of the Triple Sub Disclosure Letter, (i) there is no
action, suit or other proceeding pending or, to Triple Sub’s Knowledge threatened, at law or in
equity, before any federal, state or municipal court, administrative agency or arbitrator against
Triple Sub and relating to the Triple Newspapers, and (ii) Triple Sub is not a party to, or subject
to or bound by, any order, injunction or decree of any court or governmental authority relating to
the Triple Newspapers.



     3.9 Licenses. With such exceptions as are set forth in Section 3.9 of the Triple Sub
Disclosure Letter (a) all licenses, permits, registrations or authorizations of any governmental
department or agency that are presently required for the operation of the Triple Sub Business as
presently conducted have been duly obtained and are in full force and effect, and (b) no consent,
authorization or approval is required to transfer such licenses, permits, registrations or
authorizations to Holdings pursuant to this Agreement.



     3.10 Taxes. Except as set forth in Section 3.10 of the Triple Sub Disclosure Letter:



     (a) Triple Sub and any consolidated, combined or unitary group of which Triple Sub is or was a
member has timely filed all Tax returns and reports with respect to Taxes (“Tax Returns”) which are
required to be filed, and all Taxes shown to be due on such Tax Returns have been timely paid. All
such Tax Returns were true and correct in all material respects. Neither Triple nor Triple Sub is
currently the beneficiary of any extension of time in which to file any Tax Return. Neither Triple
nor Triple Sub has waived any statute of limitations with respect to Taxes or agreed to any
extension of time with respect to any assessment or deficiency of Tax. On January 31, 2006, Triple
Sub had no liability for Taxes (other than Income Taxes) that would have been required to be
reflected in the Triple Sub Balance Sheet in accordance with GAAP, except to the extent that such
Taxes are reflected, reserved against or otherwise disclosed in the Triple Sub Balance Sheet or
will be paid prior to the Closing. There is no dispute or claim concerning any liability for Taxes
of either Triple or Triple Sub that is either (1) claimed or raised by any authority in writing or
(2) as to which any of the directors and officers (or employees responsible for Tax matters) of
Triple or Triple Sub has any knowledge based upon personal contact with any agent of such
authority. Triple and Triple Sub have disclosed on their federal income Tax Returns all positions
taken therein that could give rise to a substantial understatement of federal income Tax within the
meaning of Section 6662 of the Code. Triple and Triple Sub has withheld and paid over all Taxes
required to have been withheld and paid over in connection with amounts paid or owing to any
employee, creditor, independent contractor, or other third Person.



     (b) No property of Triple Sub is subject to a tax benefit transfer lease subject to the
provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954.



16









 





     (c) Triple Sub is not a foreign person subject to withholding under Section 1445 of the Code
and the regulations promulgated thereunder, and, at the Closing, Triple Sub shall deliver to
Holdings a certificate to that effect.



     (d) Neither Triple nor Triple Sub is bound by or obligated under any tax sharing or similar
agreement or arrangement.



     (e) For purposes of this Agreement, “Taxes” shall mean all federal, state, local and foreign
taxes, including, without limitation, all net income, gross income, gross receipts, sales, use,
value added, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment,
excise, estimated, severance, stamp, occupation, property or other taxes and customs duties of any
kind whatsoever, together with any interest, penalties and additions to tax or additional amounts
relating thereto, imposed by any governmental authority.



     3.11 Affiliated Transactions. Section 3.11 of the Disclosure Letter sets forth a
complete and accurate list of all contracts to which Triple Sub on the one hand, and Triple and any
other Affiliate of Triple on the other hand is a party.



     3.12 Brokers. Neither Triple Sub nor any of its directors, officers, employees or
Affiliates has employed any broker or finder or has incurred or will incur any broker’s, finder’s
or similar fees, commissions or expenses, in each case in connection with the transactions
contemplated by this Agreement.



     3.13 Labor.



     (a) Except as set forth in Section 3.13 of the Triple Sub Disclosure Letter, (i)Triple Sub
does not have any contracts of employment with any of its employees, or consulting agreements with
any consultants, involved in the Triple Sub Business, (ii) no union has been certified as
representing any of Triple Sub’s employees involved in the Triple Sub Business and (iii) Triple Sub
is not a party to or currently negotiating any collective bargaining agreements with respect to its
employees involved in the Triple Sub Business.



     (b) There is not presently pending and during the last five years there has not been (i) any
strike, picketing or work stoppage by any employees of Triple Sub involved in the Triple Sub
Business or (ii) any application for certification of a collective bargaining agreement with
respect to employees of Triple Sub involved in the Triple Sub Business. There is no lockout of any
employee by Triple Sub involved in the Triple Sub Business and no such action is contemplated by
Triple Sub.



     (c) To the knowledge of Triple Sub, Triple Sub is in compliance in all material respects with
all applicable Laws respecting employment and employment practices, terms and conditions of
employment, wages, hours of work, and occupational safety and health.



     3.14 Employee Benefits.



     (a) For purposes of this Agreement, an “Employee Benefit Plan” is (i) each “employee benefit
plan,” within the meaning of Section 3(3) of ERISA and (ii) each other retirement, deferred
compensation, medical, dental, vision, disability, life insurance, flexible



17









 




spending account, workers compensation, stock option, stock purchase, severance, vacation pay,
change in control or incentive or bonus plan, fund, policy or arrangement. Section 3.14(a) of the
Triple Sub Disclosure Letter lists each Employee Benefit Plan maintained or contributed to by
Triple Sub or any of its Affiliates for current or former employees of Triple Sub involved in the
Triple Sub Business (collectively, “Triple Sub Benefit Plans”).




     (b) Except as set forth in Section 3.14(b) of the Triple Sub Disclosure Letter with respect to
each Assumed Triple Sub Benefit Plan (i) each such plan is in material compliance with all
applicable laws and regulations and has been administered substantially in accordance with its
terms; and (ii) each such plan intended to be tax-qualified under Section 401(a) of the Code has
received a favorable determination letter from the IRS as to its tax-qualified status under the
Code and, to the Knowledge of Triple Sub, there are no existing circumstances likely to result in
the revocation of any such determination letter. There are no actions, suits or claims pending or,
to Triple Sub’s Knowledge, threatened (other than routine claims for benefits) with respect to any
Triple Sub Benefit Plan which are likely to result in the imposition of liability on Holdings.



     (c) Except as set forth in Section 3.14(c) of the Triple Sub Disclosure Letter, no Triple Sub
Benefit Plan is a “single-employer” plan within the meaning of Section 4001(a)(15) of ERISA or a
“multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA. Triple Sub has not
incurred any liability under Title IV of ERISA with respect to any Assumed Triple Sub Benefit Plan
other than for PBGC premiums not yet due.



     (d) To the Knowledge of Triple Sub, no audit or investigation of any Triple Sub Benefit Plan
by the IRS, the Department of Labor or the PBGC is pending or threatened.



     (e) All contributions to the Assumed Triple Sub Benefit Plans that will have been required to
be made under such Assumed Triple Sub Benefit Plans will have been made or accrued as of the
Closing Date.



     (f) Neither Triple Sub nor any of its ERISA Affiliates nor, to Triple Sub’s Knowledge, any
other Person, has taken any action or failed to take any action with respect to any employee
benefit plan maintained or contributed to or previously maintained or contributed to by Triple Sub,
or any of its ERISA Affiliates for which Triple Sub or any of its Affiliates may have any
liability, contingent or otherwise, or permitted any circumstance to exist that may subject
Holdings or any Assumed Triple Sub Benefit Plan to any Tax, penalty, fine or other liability under
the Code or ERISA.



     3.15 Environmental Matters.



     Except as set forth on Section 3.15 of the Triple Sub Disclosure Letter to the knowledge of
Triple Sub:



     (a) there has not been any past or continuing release or threat of release of any Hazardous
Substance in violation of Environmental Laws into the environment at, on or from the Triple Sub
Real Property or any other real property currently or previously leased or owned by Triple or
Triple Sub and there are no Hazardous Substances at, on or under the Triple Sub Real Property in
violation of Environmental Laws;



18









 





     (b) there have been no Hazardous Substances generated by Triple Sub that have been disposed of
or come to rest at any site that has been included in any federal, state or local priority list of
hazardous or toxic waste sites published by any governmental body, agency or authority;



     (c) there are no, and there has never been any, underground or above-ground storage tanks
located on, and no polychlorinated biphenyls (“PCBs”) or PCB-containing equipment used or stored
on, the Triple Sub Real Property;



     (d) a copy of any environmental investigations, studies, audits, tests, reviews or analyses
relating to the Triple Sub Acquired Assets conducted by Triple Sub, or any consultant engaged by
Triple Sub within the last five years have previously been provided to Holdings;



     (e) Triple Sub has operated in compliance in all material respects with all applicable
Environmental Laws;



     (f) Triple Sub has not received any directive, order or notice from any government body
alleging any violation of or failure to comply with Environmental Laws at the Triple Sub Real
Property by Triple Sub;



     (g) Triple Sub has not received any directive, order or notice from any government body or any
other Person alleging that Triple Sub is actually or potentially liable under Environmental Laws
for the costs of environmental investigation or remediation of the Triple Sub Real Property, or
other real property to which Hazardous Substances generated by Triple Sub were transferred for
disposal; and



     (h) The Triple Sub Real Property is not subject to any Lien, securing the costs of
environmental remediation, arising under Environmental Laws.



     3.16 Intangible Property.



     (a) Except for Triple Sub Excluded Assets and except as set forth on Section 3.16 of the
Triple Sub Disclosure Letter, Triple Sub owns or possesses adequate and enforceable licenses or
other rights to use all Triple Sub Intangible Property used in the Triple Sub Business as currently
conducted. There are no existing, or to the Knowledge of Triple Sub, overtly threatened claims of
any third Person based on the use by Triple Sub, or challenging the ownership, use, scope,
enforceability or validity, of any of the Triple Sub Intangible Property used in the Triple Sub
Business. To the Knowledge of Triple Sub, there is no infringing use by any Person of the Triple
Sub Intangible Property used in the Triple Sub Business and Triple Sub’s use of the Triple Sub
Intangible Property does not infringe on the rights of any other Person.



     (b) All Triple Sub Copyrights and Triple Sub Trademarks described in Parts A and B,
respectively, of Section 1.2(a)(iii) of the Disclosure Letter are transferable to Holdings without
the consent of any third party.



     3.17 Insurance. All policies of insurance to which Triple Sub is a party or which
provide insurance coverage to Triple Sub, taken together, provide adequate insurance coverage for
the material Triple Sub Acquired Assets and Triple Sub for all risks to which the material



19









 




Triple Sub Acquired Assets are normally exposed in the ordinary course of the Triple Sub
Business.




     3.18 Advertisers; Subscribers; Circulation. Except as set forth on Section 3.18 of
the Triple Sub Disclosure Letter, to Triple Sub’s Knowledge, none of the advertisers that currently
represent the Triple Newspapers’ ten largest advertisers intends to materially reduce such
purchases. Set forth on Section 3.18 of the Triple Sub Disclosure Letter is (i) the total paid
circulation and the total unpaid circulation for each Triple Newspaper as of December 31, 2005,
(ii) a list of the ten businesses or entities that generated the greatest amount of advertising
revenues for each Triple Newspaper during the period from January 1, 2005 through December 31,
2005, and (iii) a schedule of all sales during the period from January 1, 2005 through December 31,
2005 or commitments during such period to sell, or representations during such period that it will
sell, advertising space in any Triple Newspaper to any party at a rate below the published rate for
the type of advertising sold or to be sold.



     3.19 Real Property. (a) The Triple Sub Real Property complies in all material
respects with all zoning, building, fire, use restriction, air, water or other pollution control,
environmental protection, waste disposal, safety or health codes, ordinances, laws, rules or
regulations. All of the buildings and other improvements located upon the Triple Sub Real Property
are in a good state or repair, reasonable wear and tear excepted.



     (b) No condemnation proceedings have been instituted or, to the Knowledge of Triple Sub,
threatened against Triple Sub or the Triple Sub Real Property.



     (c) Except as otherwise described in Section 3.19 of the Triple Sub Disclosure Letter, all
buildings and structures located on the Triple Sub Real Property are located completely within the
boundary lines of the Triple Sub Real Property, no buildings, structures or other improvements
owned by others encroach onto or under the Triple Sub Real Property, and the Triple Sub Real
Property has access to public roads. Either Triple or Triple Sub has all easements and rights
necessary to conduct the Triple Sub Business on the Triple Sub Real Property in the manner
presently conducted.



     3.20 Employment Matters. Since January 1, 2006, neither Triple nor Triple Sub has
transferred, or permitted or solicited the transfer of, any employee involved in the Triple Sub
Business to another newspaper or business owned or operated by Triple, Triple Sub or any of their
Affiliates.



ARTICLE 4




REPRESENTATIONS AND WARRANTIES OF HOLDINGS




     Holdings represents and warrants to Triple and Triple Sub as follows:



     4.1 Organization and Good Standing. Holdings is a Delaware corporation duly
incorporated and validly existing as a corporation in good standing under the laws of the State of
Delaware, and has the corporate power to carry on the Holdings Business. Holdings is duly
qualified to do business and is in good standing as a foreign corporation in each jurisdiction



20









 




where qualification as a foreign corporation is required, except for such failures to be
qualified and in good standing that would not, in the aggregate, have a Holdings Material Adverse
Effect.




     4.2 Authority. Holdings has the corporate power and corporate authority to execute
and deliver this Agreement and the other Ancillary Instruments to which it is a party, to perform
its obligations hereunder and thereunder and to consummate the transactions provided for hereby and
thereby, and all corporate action of Holdings necessary for the making and performance of this
Agreement by Holdings has been duly taken. The execution, delivery and performance by Holdings of
this Agreement and the other Ancillary Instruments to which it is a party do not and will not
(i)(A) contravene any provisions of the certificate of incorporation or by-laws of Holdings, (B)
except as set forth in Section 4.2 of the Holdings Disclosure Letter, with or without the giving of
notice or the passage of time or both, result in any breach by Holdings of, or default or permitted
or required acceleration of performance by Holdings under, or the creation of any Lien upon the
Holdings Acquired Assets which would remain on the Holdings Acquired Assets after the Closing, or
the creation in favor of any third party of any right of termination of, any contract, lease,
license or other agreement to which Holdings is a party or by which Holdings or the Holdings
Acquired Assets are bound, or (C) assuming that the Governmental Actions/Filings referred to in
Section 4.2 of the Holdings Disclosure Letter are obtained or made, result in any violation by
Holdings of any law, rule or regulation applicable to it, (ii) result in any violation by Holdings
of any judgment, injunction or decree of, or any license or permit issued by, any court or
governmental authority applicable to it, or (iii) assuming that the notices referred to in Section
4.2 of the Holdings Disclosure Letter are made, require any Governmental Action/Filing to be made
or obtained by Holdings except (A) any federal, state or local Tax filings, and (B) any PBGC
“Notice of Reportable Event” required under Section 4043(c) of ERISA. This Agreement and each of
the Ancillary Instruments to which it is a party has been duly executed and delivered by Holdings.
This Agreement and each of the Ancillary Instruments to which it is a party constitutes the valid
and binding obligation of Holdings, enforceable against Holdings in accordance with its terms
except that such enforcement may be limited by any bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other laws (whether statutory, regulatory or decisional), now or
hereafter in effect, relating to or affecting the rights of creditors generally or by equitable
principles (regardless of whether considered in a proceeding at law or in equity).



     4.3 Acquired Assets. Except (i) as set forth in Part A of Section 4.3 of the Holdings
Disclosure Letter, (ii) for the Holdings Excluded Assets and (iii) for such assets that are
consumed or disposed of in the ordinary course of the Holdings Business and consistent with prior
practice after the date of this Agreement, the Holdings Acquired Assets include all of the assets,
properties and rights of every type and description, real, personal and mixed, tangible and
intangible, that are owned, leased or licensed by Holdings or any of its Affiliates and used
primarily in the conduct of the Holdings Business in the manner in which the Holdings Business is
now conducted.



     Except as set forth in Part B of Section 4.3 of the Holdings Disclosure Letter, Holdings does
not use any assets in the conduct of the Holdings Business which in the aggregate are material to
the Holdings Business and which it does not own or lease. Except as set forth in Part C of Section
4.3 of the Holdings Disclosure Letter, the tangible Holdings Acquired Assets are in good operating
condition, reasonable wear and tear excepted, except for such failures to be in



21









 




such good operating condition as individually or in the aggregate have not had and are not
reasonably likely to have a Holdings Material Adverse Effect. The Holdings Acquired Assets
constitute all of the assets necessary to conduct the Holdings Business as currently conducted.




     4.4 Title to Acquired Assets; Liens. Holdings owns good title to or has valid
leasehold interests in all of the Holdings Acquired Assets and at the Closing good title to or
valid leasehold interests in such Holdings Acquired Assets shall be transferred to Triple Sub, free
and clear of any and all Liens except for Holdings Permitted Liens.



     4.5 Contracts and Agreements; Defaults.



     (a) Part A of Section 4.5 of the Holdings Disclosure Letter contains a list of (i) all
outstanding mortgages, indentures, notes, guarantees, installment obligations or other contracts or
instruments evidencing or providing any Indebtedness to which Holdings is a party and which relate
primarily to the Holdings Business or by which it or any of its assets are bound and which relate
primarily to the Holdings Business, (ii) all outstanding contracts containing non-competition
covenants of Holdings which relate primarily to the Holdings Business, (iii) all outstanding leases
to which Holdings is a party and which relate primarily to the Holdings Business or by which it is
bound and which relate primarily to the Holdings Business, (iv) all outstanding contracts of
Holdings to sell assets, other than in the ordinary course of business, and which relate to the
Holdings Business, (v) all collective bargaining agreements of Holdings with any labor union or
other employee representative or a group of employees and which relate to the Holdings Business,
(vi) any joint venture or partnership agreements to which Holdings is a party relating to the
Holdings Business, and (vii) all other outstanding contracts to which Holdings is a party and which
relate to the Holdings Business or by which it or any of its assets are bound and which relate to
the Holdings Business, which require or are likely to require the payment by Holdings of an amount,
or require Holdings to provide goods or services having a fair market value or aggregate sales
price, of more than $10,000 per annum, except (1) contracts entered into in the ordinary course of
business of Holdings that can be terminated by Holdings on 30 or fewer days’ notice without
penalty, (2) contracts for advertising with Holdings entered in the ordinary course of business,
and (3) Holdings Excluded Assets. Holdings has delivered to Triple Sub a correct and complete copy
of each written agreement listed on Part A of Section 4.5 of the Holdings Disclosure Letter (the
“Holdings Material Contracts”).



     (b) Except as set forth in Part B of Section 4.5 of the Holdings Disclosure Letter, (i)
neither Holdings, nor, to the Knowledge of Holdings, any other party to any contract, lease,
license or other agreement to which Holdings is a party or by which Holdings or any of the Holdings
Acquired Assets are bound (other than contracts, licenses, leases or other agreements that
constitute Holdings Excluded Assets) is in material breach of or default under any such contract,
lease, license or other agreement and (ii) no event has occurred which (after notice or lapse of
time or both) would become a material breach or default by Holdings under any such contract, lease,
license or other agreement.



     4.6 Financial Statements; Undisclosed Liabilities.



     (a) Attached as Part A of Section 4.6 of the Holdings Disclosure Letter are true and complete
copies of (i) the unaudited balance sheet of the Holdings Newspapers as at



22









 




December 31, 2005 and (ii) the unaudited balance sheet of the Holdings Newspapers as at January 31,
2006 (the January 31, 2006 balance sheet is referred to as the “Holdings Balance Sheet”), and the
related unaudited statements of income for the twelve month and one month periods then ended
(collectively, the “Holdings Financial Statements”). Except as disclosed in Part A of Section 4.6
of the Holdings Disclosure Letter, the Holdings Financial Statements fairly present in all material
respects the financial position of Holdings Newspapers as December 31, 2005 and January 31, 2006
and its results of operations for the twelve months ended December 31, 2005, and the one month
period ended January 31, 2006 in accordance with GAAP.




     (b) Except for Holdings Excluded Assets and except for cash distributed to Holdings and its
Affiliates, the Holdings Balance Sheet reflects all of the Holdings Acquired Assets that will be
acquired by Triple Sub at the Closing other than such assets as are disposed of or consumed in the
ordinary course of the Holdings Business and consistent with past practice since January 31, 2006
or such additional assets as are acquired by the Holdings Newspapers in the ordinary course of
business.



     (c) Except as set forth in Part B of Section 4.6 of the Holdings Disclosure Letter or as
reflected, reserved against or otherwise disclosed in the Holdings Balance Sheet and liabilities
and obligations incurred in the ordinary course of business since January 31, 2006, Holdings does
not have any material liabilities or obligations related to the Holdings Business that would have
been required to be reflected or otherwise disclosed by Holdings in the Holdings Balance Sheet in
accordance with GAAP.



     4.7 Business Since January 31, 2006. Except as disclosed in Part A of Section 4.7 of
the Holdings Disclosure Letter and except as required or otherwise contemplated by this Agreement,
since January 31, 2006 (i) the Holdings Business has been conducted in all material respects in the
ordinary course, consistent with past practices, (ii) neither the Holdings Business nor its
condition nor assets has materially adversely changed and (iii) no event or events has or have
occurred that individually or in the aggregate has or have had or is or are reasonably likely to
have a Holdings Material Adverse Effect. Since January 31, 2006, except as described in Part B of
Section 4.7 of the Holdings Disclosure Letter, there has not been:



     (a) any material damage, destruction, or loss to the assets of Holdings outside the ordinary
course of business;



     (b) any making or authorization of any capital expenditure relating to the Holdings Business
by Holdings in excess of $10,000 individually or the making or authorization of capital
expenditures relating to the Holdings Business by Holdings of more than $25,000 in the aggregate;



     (c) any sale, transfer, or other disposition of assets or properties, real, personal, tangible
or intangible, or mixed, relating to the Holdings Business, by Holdings, other than in the ordinary
course of business;



     (d) other than pursuant to existing collective bargaining agreements or pursuant to regular
salary reviews in the ordinary course of business consistent with past practices, any



23









 




increase in the compensation payable or to become payable to any employees or agents of Holdings that are involved in the Holdings Business, or any bonus arrangement made with any
thereof; or




     (e) no material increase in the operating costs of any of the Holdings Newspapers, whether
arising from or in connection with the sale or real property or otherwise, has occurred.



     4.8 Compliance with Law; Litigation; Injunctions. Holdings is not in violation in any
material respect of any law, rule, permit, regulation, order, judgment or decree applicable to it,
except as set forth in Part A of Section 4.8 of the Holdings Disclosure Letter. Except for the
matters set forth in Part B of Section 4.8 of the Holdings Disclosure Letter, (i) there is no
action, suit or other proceeding pending or, to Holdings’ Knowledge, threatened, at law or in
equity, before any federal, state or municipal court, administrative agency or arbitrator against
Holdings and relating to the Holdings Newspapers and (ii) Holdings is not a party to, or subject to
or bound by, any order, injunction or decree of any court or governmental authority relating to the
Holdings Newspapers.



     4.9 Licenses. With such exceptions as are set forth in Section 4.9 of the Holdings
Disclosure Letter (a) all licenses, permits, registrations or authorizations of any governmental
department or agency that are presently required for the operation of the Holdings Business as
presently conducted have been duly obtained and are in full force and effect, and (b) no consent,
authorization or approval is required to transfer such licenses, permits, registrations or
authorizations to Triple Sub (or one or more Affiliates of Triple Sub as designated by Triple)
pursuant to this Agreement.



     4.10 Taxes. Except as set forth in Section 4.10 of the Holdings Disclosure Letter:



     (a) Holdings and any consolidated, combined or unitary group of which Holdings is or was a
member have timely filed all Tax Returns which are required to be filed, and all Taxes shown to be
due on such Tax Returns have been timely paid. All such Tax Returns were true and correct in all
material respects. Holdings is not currently the beneficiary of any extension of time in which to
file any Tax Return. Holdings has not waived any statute of limitations with respect to Taxes or
agreed to any extension of time with respect to any assessment or deficiency of Tax. On January
31, 2006, Holdings had no liability for Taxes (other than Income Taxes) that would have been
required to be reflected in the Holdings Balance Sheet in accordance with GAAP, except to the
extent that such Taxes are reflected, reserved against or otherwise disclosed in the Holdings
Balance Sheet or will be paid prior to the Closing. There is no dispute or claim concerning any
liability for Taxes of Holdings that is either (1) claimed or raised by any authority in writing or
(2) as to which any of the directors and officers (or employees responsible for Tax matters) of
Holdings has any knowledge based upon personal contact with any agent of such authority. Holdings
has disclosed on their federal income Tax Returns all positions taken therein that could give rise
to a substantial understatement of federal income Tax within the meaning of Section 6662 of the
Code. Holdings has withheld and paid over all Taxes required to have been withheld and paid over
in connection with amounts paid or owing to any employee, creditor, independent contractor, or
other third Person.



24









 





     (b) No property of Holdings is subject to a tax benefit transfer lease subject to the
provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954.



     (c) Holdings is not a foreign person subject to withholding under Section 1445 of the Code and
the regulations promulgated thereunder, and, at the Closing, Holdings shall deliver to Triple Sub a
certificate to that effect.



     (d) Holdings is not bound by or obligated under any tax sharing or similar agreement or
arrangement.



     4.11 Affiliated Transactions. Section 4.11 of the Holdings Disclosure Letter sets
forth a complete and accurate list of all contracts to which Holdings on the one hand, and any of
its affiliates on the other hand, is a party.



     4.12 Brokers. Neither Holdings nor any of its directors, officers, employees or
Affiliates has employed any broker or finder or has incurred or will incur any broker’s, finder’s
or similar fees, commissions or expenses, in each case in connection with the transactions
contemplated by this Agreement.



     4.13 Labor.



     (a) Except as set forth in Part A of Section 4.13 of the Holdings Disclosure Letter, (i)
Holdings does not have any contracts of employment with any of its employees, or consulting
agreements with any consultants, involved in the Holdings Business, (ii) no union has been
certified as representing any of Holdings’ employees involved in the Holdings Business, (iii)
Holdings is not a party to or currently negotiating any collective bargaining agreements with
respect to its employees involved in the Holdings Business, (iv) to Holdings’ Knowledge, there is
no currently pending union representation activity involving any employees of Holdings involved in
the Holdings Business, (v) to Holdings’ Knowledge, no demand has been made for recognition by a
labor organization by or with respect to any employees of Holdings involved in the Holdings
Business, and (vi) none of the employees of Holdings involved in the Holdings Business is
represented by any labor union or organization. Except as set forth in, Part B of Section 4.13 of
the Holdings Disclosure Letter, there are no pending or, to Holdings Knowledge, overtly threatened
(i) claims of employment discrimination, wage and hour claims, OSHA claims, unemployment claims or
worker’s compensation claims or (ii) unfair labor practice claims before the National Labor
Relations Board.



     (b) There is not presently pending and during the last five years there has not been (i) any
strike, picketing or work stoppage by any employees of the Holdings Newspapers or (ii) any
application for certification of a collective bargaining agreement. There is no lockout of any
employee by Holdings involved in the Holdings Business, and no such action is contemplated by
Holdings.



     (c) To the knowledge of Holdings, Holdings is in compliance in all material respects with all
applicable Laws respecting employment and employment practices, terms and conditions of employment,
wages, hours of work, and occupational safety and health.



25









 





     4.14 Employee Benefits.



     (a) Section 4.14(a) of the Holdings Disclosure Letter lists each Employee Benefit Plan
maintained or contributed to by Holdings or any of its Affiliates for current or former employees
of Holdings (collectively, “Holdings Benefit Plans”).



     (b) Except as set forth in Section 4.14(b) of the Holdings Disclosure with respect to each
Assumed Holdings Benefit Plan, (i) each such plan is in material compliance with all applicable
laws and regulations and has been administered substantially in accordance with its terms; and (ii)
each such plan intended to be tax-qualified under Section 401(a) of the Code has received a
favorable determination letter from the IRS as to its tax-qualified status under the Code and, to
the Knowledge of Holdings, there are no existing circumstances likely to result in the revocation
of any such determination letter. There are no actions, suits or claims pending or, to Holdings’
Knowledge, threatened (other than routine claims for benefits) with respect to any Holdings Benefit
Plan which are likely to result in the imposition of liability on Triple Sub.



     (c) Except as set forth in Section 4.14(c) of the Holdings Disclosure Letter, no Holdings
Benefit Plan is a “single-employer” plan within the meaning of Section 4001(a)(15) of ERISA or a
“multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA. Holdings has not incurred
any liability under Title IV of ERISA with respect to any Assumed Holdings Benefit Plan other than
for PBGC premiums not yet due.



     (d) To the Knowledge of Holdings, no audit or investigation of any Holdings Benefit Plan by
the IRS, the Department of Labor or the PBGC is pending or threatened.



     (e) All contributions to the Assumed Holdings Benefit Plans that will have been required to be
made under such Assumed Holdings Benefit Plans will have been made or accrued as of the Closing
Date.



     (f) Neither Holdings nor any of its ERISA Affiliates nor, to Holdings’ Knowledge, any other
Person, has taken any action or failed to take any action with respect to any employee benefit plan
maintained or contributed to or previously maintained or contributed to by Holdings or any of their
ERISA Affiliates for which Holdings or any of its Affiliates may have any liability, contingent or
otherwise, or permitted any circumstance to exist that may subject Triple Sub or any Assumed
Holdings Benefit Plan to any Tax, penalty, fine or other liability under the Code or ERISA.



     4.15 Environmental Matters. Except as set forth on Section 4.15 of the Holdings
Disclosure Letter and to the knowledge of Holdings:



     (a) there has not been any past or continuing release or threat of release of any Hazardous
Substance in violation of Environmental Laws into the environment at, on or from the Holdings Real
Property or any other real property currently or previously leased or owned by Holdings and there
are no Hazardous Substances at, on or under the Holdings Real Property in violation of
Environmental Laws;



26









 





     (b) there have been no Hazardous Substances generated by Holdings that have been disposed of
or come to rest at any site that has been included in any federal, state or local priority list of
hazardous or toxic waste sites published by any governmental body, agency or authority;



     (c) there are no, and there has never been any, underground or above-ground storage tanks
located on, and no PCBs or PCB-containing equipment used or stored on, the Holdings Real Property;



     (d) a copy of any environmental investigations, studies, audits, tests, reviews or analyses
relating to the Holdings Acquired Assets conducted by Holdings or any consultant engaged by
Holdings within the last five years have previously been provided to Triple Sub;



     (e) Holdings has operated in compliance in all material respects with all applicable
Environmental Laws;



     (f) Holdings has not received any directive, order or notice from any government body alleging
any violation of or failure to comply with Environmental Laws at the Holdings Real Property by
Holdings;



     (g) Holdings has not received any directive, order or notice from any government body or any
other Person alleging that Holdings is actually or potentially liable under Environmental Laws for
the costs of environmental investigation or remediation of the Holdings Real Property, or other
real property to which Hazardous Substances generated by Holdings were transferred for disposal;
and



     (h) The Holdings Real Property is not subject to any Lien, securing the costs of environmental
remediation, arising under Environmental Laws.



     4.16 Intangible Property.



     (a) Except for Holdings Excluded Assets and except as set forth on Section 4.16 of the Holding
Disclosure Letter, Holdings owns or possesses valid, adequate and enforceable licenses or other
rights to use all Holdings Intangible Property used in the Holdings Business as currently
conducted. There are no existing, or to the Knowledge of Holdings, overtly threatened claims of
any third Person based on the use by Holdings, or challenging the ownership, use, scope,
enforceability or validity, of any of the Holdings Intangible Property used in the Holdings
Business. To the Knowledge of Holdings, there is no infringing use by any Person of the Holdings
Intangible Property used in the Holdings Business. Holdings’ use of the Holdings Intangible
Property does not infringe on the rights of any other Person.



     (b) All Holdings Copyrights and Holdings Trademarks described in Parts A and B, respectively,
of Section 1.2(b)(iii) of the Holdings Disclosure Letter are transferable to Triple Sub without the
consent of any third party.



     4.17 Insurance. All policies of insurance to which Holdings is a party or which
provide insurance coverage to Holdings, taken together, provide adequate insurance coverage for the
material Holdings Acquired Assets and Holdings for all risks to which the material Holdings



27









 




Acquired Assets and Holdings are normally exposed in the ordinary course of the Holdings
Business.




     4.18 Advertisers; Subscribers; Circulation. To Holdings’ Knowledge, none of the
advertisers that currently represent the Holdings Newspapers’ ten largest advertisers intends to
materially reduce such purchases. Set forth on Section 4.18 of the Holdings Disclosure Letter is
(i) the total paid circulation and the total unpaid circulation for each Holdings Newspaper as of
December 31, 2005, (ii) a list of the ten businesses or entities that generated the greatest amount
of advertising revenues for each Holdings Newspaper during the period from January 1, 2005 through
December 31, 2005 and (iii) a schedule of all sales during the period from January 1, 2005 through
December 31, 2005 or commitments during such period to sell, or representations during such period
that it will sell, advertising space in any Holdings Newspaper to any party at a rate below the
published rate for the type of advertising sold or to be sold.



     4.19 Real Property. (a) The Holdings Real Property complies in all material respects
with all zoning, building, fire, use restriction, air, water or other pollution control,
environmental protection, waste disposal, safety or health codes, ordinances, laws, rules or
regulations. All of the buildings and other improvements located upon the Holdings Real Property
are in a good state or repair, reasonable wear and tear excepted.



     (b) No condemnation proceedings have been instituted or, to the Knowledge of Holdings,
threatened against Holdings or the Holdings Real Property.



     (c) Except as otherwise described in Section 4.19 of the Holdings Disclosure Letter, all
buildings and structures located on the Holdings Real Property are located completely within the
boundary lines of the Holdings Real Property, no buildings, structure or other improvements owned
by others encroach onto or under the Holdings Real Property, and the Holdings Real Property has
access to public roads. Holdings has all easements and rights necessary to conduct the Holdings
Business on the Holdings Real Property in the manner presently conducted.



     4.20 Employment Matters. Since January 1, 2006, Holdings has not transferred, or
permitted or solicited the transfer of, any employee involved in the Holdings Business to another
newspaper or business owned or operated by Holdings or any of its Affiliates.



ARTICLE 5




INTENTIONALLY LEFT BLANK




ARTICLE 6.




CONDITIONS TO THE OBLIGATIONS OF TRIPLE SUB




     6.1 Triple Sub’s Closing Conditions. The obligations of Triple Sub under this
Agreement to effect the Closing are, at its option, subject to the fulfillment of the following



28









 




conditions prior to or at the Closing, each of which may be waived (as conditions to its
obligations) by Triple Sub in its absolute discretion:




     (a) Representations, Warranties, Covenants.




     (i) The representations and warranties of Holdings contained in Article 4 of this
Agreement shall be true and correct in all material respects as though such representations
and warranties were made, as written herein, immediately prior to the Closing (except to the
extent changes are permitted, required or otherwise contemplated pursuant to this Agreement)
provided, however, if any such representation or warranty is already
qualified by materiality in any manner (including, but not limited to, any materiality
qualification contained in a definition of a capitalized term used in such representation or
warranty), for purposes of determining whether this condition has been satisfied, such
representation or warranty as so qualified must be true and correct in all respects;




     (ii) Holdings shall have performed and complied in all material respects with each and
every covenant and agreement required by this Agreement to be performed or complied with by
it at or prior to the Closing; and




     (iii) Holdings shall have furnished Triple Sub with a certificate, dated the Closing
Date and duly executed on behalf of Holdings by an officer of Holdings, to the effect that
the conditions set forth in clauses (i) and (ii) of this Section 6.1(a) have been satisfied.



     (b) Proceedings. No action or proceeding shall have been instituted or threatened
prior to or on the Closing Date before any court or governmental body or authority pertaining to
the transactions contemplated by this Agreement or the Ancillary Instruments, the result of which
could prevent, or in any way limit or make illegal, the consummation of such transactions or
operation of the Holdings Newspapers after the Closing. No United States or state governmental
authority or other agency or commission or United States or state court of competent jurisdiction
shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation,
injunction or other order (whether temporary, preliminary, or permanent) that is in effect and has
the effect of limiting or prohibiting consummation of the transactions contemplated by this
Agreement.



     (c) Consents Under Contracts. Holdings shall have obtained and delivered to Triple
Sub all consents, waivers and approvals required under any Holdings Material Contract (without any
materially adverse provision or condition) to (i) permit the valid execution, delivery and
performance by Holdings of this Agreement and the Ancillary Instruments or (ii) prevent any
Holdings Material Contract from terminating or being amended prior to its scheduled termination as
a result of the consummation of the transactions contemplated hereby and thereby.



     (d) Governmental Approvals. All governmental agencies, departments, bureaus,
commissions and similar bodies, the consent, authorization or approval of which is necessary under
any applicable law, rule, order or regulation for the consummation of the transactions contemplated
by this Agreement and the Ancillary Instruments shall have consented to,



29









 




authorized, permitted or approved such transactions, and the waiting period (and any
extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and
the rules and regulations promulated thereunder (the “HSR Act”), applicable to the transactions
contemplated by this Agreement and the Ancillary Instruments shall have expired or been terminated
without any condition attached to such expiration or termination.




     (e) Noncompetition/Nonsolicitation Agreement. Holdings, Triple and Triple Sub shall
have entered into a Noncompetition/Nonsolicitation Agreement, dated the Closing Date, in the form
of Exhibit H attached hereto.



     (f) Real Estate Documents. Triple Sub shall have obtained, at Triple Sub’s expense,
each of the following, in form and substance reasonably satisfactory to Triple, covering the
Holdings Real Property.




     (i) An ALTA 1990 owner’s title policy (including extended coverage over the standard
printed exceptions, access, location, environmental lien, survey and comprehensive
endorsements) insuring title in Triple Sub (or one or more Affiliates of Triple Sub
designated by Triple) of each parcel of Holdings Real Property and all recorded easements
appurtenant thereto upon Closing, subject only to the Holdings Permitted Liens, in the
amount set forth with respect to each such parcel on Exhibit I attached hereto, together in
each case with any title insurance affidavit signed by Holdings or its Affiliates required
by the title insurance company issuing such policy and copies of all documents referenced in
the policy as exceptions.




     (ii) An as-built survey relating to each parcel of Holdings Real Property which survey
shall: (i) indicate the location, legal description and area and square feet of each parcel
of Holdings Real Property, (ii) locate all easements, utilities (including connections to
public streets), parking facilities, covenants and restrictions and rights of way, (iii)
indicate adjoining streets, building lines, surface improvements, encroachments, vehicular
access and parking requirements, (iv) identify which portions of Holdings Real Property are
located in a 100 year flood plain area as identified under the National Flood Insurance
Program and (v) satisfy the Minimum Standard Detail Requirements for ALTA/ACSM (1992) Land
Title Surveys, including Table A requirements 3, 4, 6, 7, 8, 9, 10, 11 and 13.


Holdings shall have delivered to Triple Sub such other documents as may be reasonably necessary to
consummate the acquisition of the Holdings Real Property effected through a “New York style” escrow
closing, including, but not limited to, escrow instructions, any releases and settlement agreements
from existing creditors of Holdings or its Affiliates which may be necessary to assure delivery of
title to the Holdings’ Real Property (including, but not limited to, the Holdings Real Property
owned by Affiliates of Holdings), subject only to Holdings Permitted Liens.




     (g) Environmental Reports. Triple Sub shall have obtained, at Triple Sub’s expense,
an environmental assessment evaluation report with respect to each parcel of the Holdings Real
Property designated by Triple Sub (the “Holdings Environmental Reports”) from an environmental
consultant selected, and directed as to the scope thereof, by Triple Sub and shall



30









 




be satisfied, in Triple’s Sub’s sole discretion, that such Holdings Environmental Reports do
not disclose conditions or the possibility of conditions which (a) might be expected to impose a
material liability on Triple Sub (or one or more Affiliates of Triple Sub) under applicable laws
for clean-up or other costs or (b) may make it difficult to obtain financing secured by the
Holdings Real Property.




     (h) Consents under Triple Credit Arrangements. Triple shall have received all
consents, waivers and approvals required under any of its credit arrangements to consummate and
finance the transactions contemplated by this Agreement and the Ancillary Instruments.



     (i) Closing Documents. Holdings shall have delivered to Triple Sub the documents
specified in Section 2.3(b) hereof, including, without limitation, an Assignment of Lease for any
Holdings Real Property leased by Holdings, together with appropriate consents to the assignment of
such leases from the landlords of such real property if such consents are required under the terms
of the lease;



     (j) Operating Cash Flow. The consolidated Operating Cash Flow of the Holdings
Newspapers for the fiscal year ending December 31, 2005 shall be equal to or greater than
$2,000,000.



ARTICLE 7




CONDITIONS TO THE OBLIGATIONS OF HOLDINGS




     7.1 Holdings’ Closing Conditions. The obligations of Holdings under this Agreement to
effect the Closing are, at its option, subject to the fulfillment of the following conditions prior
to or at the Closing, each of which may be waived (as conditions to their obligations) by Holdings
in its absolute discretion:



     (a) Representations, Warranties, Covenants.




     (i) The representations and warranties of Triple Sub and Triple contained in Article 3
of this Agreement shall be true and correct in all material respects as though such
representations and warranties were made, as written herein, immediately prior to the
Closing (except to the extent changes are permitted, required or otherwise contemplated
pursuant to this Agreement) provided, however, if any such representation or
warranty is already qualified by materiality in any manner (including, but not limited to,
any materiality qualification contained in a definition of a capitalized term used in such
representation or warranty), for purposes of determining whether this condition has been
satisfied, such representation or warranty as so qualified must be true and correct in all
respects;




     (ii) Triple Sub and Triple shall have performed and complied in all material respects
with each and every covenant and agreement required by this Agreement to be performed or
complied with by them at or prior to the Closing; and




     (iii) Triple Sub and Triple shall have furnished Holdings with a certificate, dated the
Closing Date and duly executed on behalf of Triple Subs and Triple by an



31









 






officer of Triple Sub and Triple, to the effect that the conditions set forth in clauses (i)
and (ii) of this Section 7.1(a) have been satisfied.



     (b) Proceedings. No action or proceeding shall have been instituted or threatened
prior to or on the Closing Date before any court or governmental body or authority pertaining to
the transactions contemplated by this Agreement or the Ancillary Instruments, the result of which
could prevent, or in any way limit or make illegal, the consummation of such transactions. No
United States or state governmental authority or other agency or commission or United States or
state court of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered
any statute, rule, regulation, injunction or other order (whether temporary, preliminary, or
permanent) that is in effect and has the effect of limiting or prohibiting consummation of the
transactions contemplated by this Agreement.



     (c) Consents Under Contracts. Triple and Triple Sub shall have obtained and delivered
to Holdings all consents, waivers and approvals required under any Triple Sub Material Contract
(without any materially adverse provision or condition) to (i) permit the valid execution, delivery
and performance by Triple and Triple Sub of this Agreement and the Ancillary Instruments or (ii)
prevent any Triple Sub Material Contract from terminating or being amended prior to its scheduled
termination as a result of the consummation of the transactions contemplated hereby and thereby.



     (d) Governmental Approvals. All governmental agencies, departments, bureaus,
commissions and similar bodies, the consent, authorization or approval of which is necessary under
any applicable law, rule, order or regulation for the consummation of the transactions contemplated
by this Agreement and the Ancillary Instruments shall have consented to, authorized, permitted or
approved such transactions, and the waiting period (and any extensions thereof) under the HSR Act
applicable to the transactions contemplated by this Agreement and the Ancillary Instruments shall
have expired or been terminated without any condition attached to such expiration or termination.



     (e) Noncompetition/Nonsolicitation Agreement. Holdings, Triple and Triple Sub shall
have entered into a Noncompetition/Nonsolicitation Agreement, dated the Closing Date, in the form
of Exhibit H attached hereto.



     (f) Real Estate Documents. Holdings shall have obtained, at Holdings’ expense, each
of the following, in form and substance reasonably satisfactory to Holdings, covering the Triple
Sub Real Property:




     (i) An ALTA 1990 owner’s title policy (including extended coverage over the standard
printed exceptions, access, location, environmental lien, survey and comprehensive
endorsements) insuring title in Holdings of each parcel of Triple Sub Real Property and all
recorded easements appurtenant thereto upon Closing, subject only to the Triple Sub
Permitted Liens, in the amount set forth with respect to each such parcel on Exhibit J,
together in each case with any title insurance affidavit signed by Triple, Triple Sub or
their Affiliates required by the title insurance company issuing such policy and copies of
all documents referenced in the policy as exceptions.



32









 






     (ii) An as-built survey relating to each parcel of Triple Sub Real Property which
survey shall: (i) indicate the location, legal description and area and square feet of each
parcel of Triple Sub Real Property, (ii) locate all easements, utilities (including
connections to public streets), parking facilities, covenants and restrictions and rights of
way, (iii) indicate adjoining streets, building lines, surface improvements, encroachments,
vehicular access and parking requirements, (iv) identify which portions of the Triple Sub
Real Property are located in a 100 year flood plain area as identified under the National
Flood Insurance Program and (v) satisfy the Minimum Standard Detail Requirements for
ALTA/ACSM (1992) Land Title Surveys, including Table A requirements 3, 4, 6, 7, 8, 9, 10, 11
and 13.


Triple and Triple Sub shall have delivered to Holdings such other documents as may be reasonably
necessary to consummate the acquisition of the Triple Sub Real Property effected through a “New
York style” escrow closing, including, but not limited to, escrow instructions, any releases and
settlement agreements from existing creditors of Triple, Triple Sub or their Affiliates which may
be necessary to assure delivery of title to the Triple Sub Real Property (including, but not
limited to, the Triple Sub Real Property owned by Affiliates of Triple or Triple Sub), subject
only to Triple Sub Permitted Liens.




     (g) Environmental Reports. Holdings shall have obtained, at Holdings’ expense, an
environmental assessment evaluation report with respect to each parcel of the Triple Sub Real
Property designated by Holdings (the “Triple Sub Environmental Reports”) from an environmental
consultant selected, and directed as to the scope thereof, by Holdings and shall be satisfied, in
Holdings’ sole discretion, that such Triple Sub Environmental Reports do not disclose conditions or
the possibility of conditions which (a) might be expected to impose a material liability on
Holdings under applicable laws for clean-up or other costs or (b) may make it difficult to obtain
financing secured by the Triple Sub Real Property.



     (h) Consents under Holdings Arrangements. Holdings shall have received all consents,
waivers and approvals required under any of its credit arrangements to consummate and finance the
transactions contemplated by this Agreement and the Ancillary Instruments.



     (i) Closing Documents. Triple and Triple Sub shall have delivered to Holdings the
documents specified in Section 2.3(a) hereof.



     (j) Operating Cash Flow. The consolidated Operating Cash Flow of the Triple Newspapers
for the fiscal year ending December 31, 2005 shall be equal to or greater than $2,000,000.



ARTICLE 8




SURVIVAL; INDEMNIFICATION




     8.1 Survival. All representations, warranties, covenants and agreements contained in
this Agreement, the Triple Sub Disclosure Letter, the Holdings Disclosure Letter or in any exhibit,
certificate, agreement, document or statement delivered pursuant hereto (an “Ancillary Instrument”)
shall survive (and not be affected in any respect by) the Closing and any



33









 




investigation conducted by any party hereto. Notwithstanding the foregoing, the
representations and warranties contained in or made pursuant to this Agreement or any Ancillary
Instrument, respectively, shall terminate on, and no claim or action with respect thereto may be
brought after, the date that is twenty-four months after the Closing Date, except that (1) the
representations and warranties contained in Sections 3.10, 3.14, 3.15, 4.10, 4.14 and 4.15 hereof
shall terminate on, and no claim or action with respect thereto may be brought after, the
expiration date of the applicable statute of limitations (giving effect to any waiver, stay or
extension thereof), and (2) the representations and warranties contained in Sections 3.4 and 4.4
hereof shall survive in perpetuity. The representations and warranties which terminate on the date
that is twenty-four months after the Closing Date, and upon the expiration date of the applicable
statute of limitations (giving effect to any waiver, stay or extension thereof), and the liability
of any party hereto with respect thereto pursuant to this Article 8 shall not terminate with
respect to any claim, whether or not fixed as to liability or liquidated as to amount, with respect
to which the Indemnifying Party (as defined in Section 8.2(c)) has been given written notice
setting forth the material facts upon which the claim for indemnification is based and, if
feasible, a reasonable estimate of the amount of the claims prior to the date that is twenty-four
months after the Closing Date or after expiration of the applicable statute of limitations, as the
case may be.




     8.2 Indemnification. The parties hereto shall indemnify each other as set forth
below:



     (a) Subject to Section 8.1 and to the other provisions of this Section 8.2, from and after the
Closing, Triple Sub and Triple hereby agree to jointly and severally indemnify and hold harmless
Holdings from, and to reimburse Holdings for any Losses (including, without limitation, any
reasonable Legal Expenses) which result from or arise out of:




     (i) the breach of any representation or warranty of Triple or Triple Sub contained in
this Agreement or any Ancillary Instrument;




     (ii) the breach by Triple or Triple Sub of, or failure by Triple or Triple Sub, to
perform any of its respective covenants or agreements contained in this Agreement or any
Ancillary Instrument; or




     (iii) the Triple Sub Retained Liabilities;




     (iv) the Holdings Assumed Liabilities;




     (v) the operation of the Holdings Business or the ownership of the Holdings Acquired
Assets following the Closing; or




     (vi) non-compliance with any applicable bulk sales law insofar as it relates to the
Holdings Acquired Assets;


provided, however, that (A) Triple and Triple Sub shall not be responsible for any
Losses with respect to the matters referred to in clause (i) of this Section 8.2(a) until the
cumulative aggregate amount of such Losses exceeds $50,000 (the “Triple Sub Basket Amount”), in
which case Triple and Triple Sub shall then be liable only for such Losses in excess of the Triple
Sub Basket Amount and(B) the cumulative aggregate indemnity obligation of Triple and Triple Sub
under Section 8.2(a)(i) shall in no event exceed $4.0 million.




34









 








     As used herein, “Legal Expenses” shall mean the fees, costs and expenses of any kind incurred
by any Person indemnified herein and its counsel in investigating, preparing for, defending against
or providing evidence, producing documents or taking other action with respect to any threatened or
asserted claim.



     (b) Subject to Section 8.1 and to the other provisions of this Section 8.2, from and after the
Closing, Holdings hereby agrees to indemnify and hold harmless Triple and Triple Sub from, and to
reimburse Triple and Triple Sub for any Losses (including, without limitation, any reasonable Legal
Expenses) which result from or arise out of:




     (i) the breach of any representation or warranty of Holdings contained in this
Agreement or any Ancillary Instrument;




     (ii) the breach by Holdings of or failure by Holdings to perform any of its respective
covenants or agreements contained in this Agreement or any Ancillary Instrument; or




     (iii) the Holdings Retained Liabilities;




     (iv) the Triple Sub Assumed Liabilities;




     (v) the operation of the Triple Sub Business or the ownership of the Triple Sub
Acquired Assets following the Closing; or




     (vi) non-compliance with any applicable bulk sales law insofar as it relates to the
Triple Sub Acquired Assets;


provided, however, that (A) Holdings shall not be responsible for any Losses with
respect to the matters referred to in clause (i) of this Section 8.2(b), until the cumulative
aggregate amount of such Losses exceeds $50,000 (the “Holdings Basket Amount”), in which case
Holdings shall then be liable only for such Losses in excess of the Holdings Basket Amount and (B)
the cumulative aggregate indemnity obligation of Holdings under Section 8.2(b)(i) shall in no event
exceed $4.0 million.




     (c) As promptly as practicable, and in any event within 30 days, after Holdings or any of its
Affiliates, on the one hand, or Triple or Triple Sub or any of their Affiliates, on the other hand,
shall receive any notice of, or otherwise become aware of, the commencement of any action, suit or
proceeding, the assertion of any claim, or the incurrence of any Loss, for which indemnification is
provided for (assuming, only for the purposes of this Section 8.2(c) and of the terms defined in
this Section 8.2(c), that the Triple Sub Basket Amount or the Holdings Basket mount, as the case
may be, was zero) by Section 8.2(a) or (b) (an “Indemnification Event”), the party entitled to such
indemnification (an “Indemnified Party”) shall give written notice (an “Indemnification Claim”) to
the party from which such indemnification is (or, under such assumption, could be) sought (an
“Indemnifying Party”) describing in reasonable detail the Indemnification Event and the basis on
which indemnification is (or, under such assumption, could be) sought. If the Indemnifying Party
is not so notified by the Indemnified Party within 30 days after the date of the receipt by the
Indemnified Party or any of its Affiliates of notice of, or of the Indemnified Party or any of its
Affiliates otherwise becoming aware of, any particular



35









 




Indemnification Event, the Indemnifying Party shall be relieved of all liability hereunder in
respect of such Indemnification Event (or the facts or circumstances giving rise thereto) to the
extent that such Indemnifying Party is prejudiced or harmed as a consequence of such failure (and,
to such extent, all Losses resulting from such Indemnification Event shall be disregarded for
purposes of determining whether the Triple Sub Basket Amount or the Holdings Basket Amount, as the
case may be, has been exceeded).




     (d) If any Indemnification Event involves the claim of any third party (a “Third-Party
Claim”), the Indemnifying Party shall (whether or not the Indemnified Party is entitled to claim
indemnification under Section 8.2(a) or (b), as the case may be) be entitled to, and the
Indemnified Party shall provide the Indemnifying Party with the right to, participate in, and
assume sole control over, the defense and settlement of such Third-Party Claim (with counsel
reasonably satisfactory to the Indemnified Party); provided, however, that (i) the
Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim and to
employ counsel at its own expense to assist in the handling of such Third-Party Claim, and (ii) the
Indemnifying Party shall obtain the prior written approval of the Indemnified Party before entering
into any settlement of such Third-Party Claim or ceasing to defend against such Third-Party Claim,
such approval not to be unreasonably withheld or delayed, if (x) as a result of such settlement or
ceasing to defend, injunctive or other equitable relief would be imposed against the Indemnified
Party or (y) in the case of a settlement, the Indemnified Party would not thereby receive from the
claimant an unconditional release from all further liability in respect of such Third-Party Claim.
After written notice by the Indemnifying Party to the Indemnified Party of its election to assume
control of the defense of any such Third-Party Claim, the Indemnifying Party shall not be liable
hereunder to indemnify any Person for any Legal Expenses subsequently incurred in connection
therewith except as provided below. If the Indemnifying Party does not assume sole control over
the defense or settlement of such Third-Party Claim as provided in this Section 8.2(d) within a
reasonable period of time, or, after assuming such control, fails to defend against such
Third-Party Claim (it being agreed that settlement of such Third-Party Claim does not constitute
such a failure to defend), the Indemnified Party shall have the right (as to itself) to defend and,
upon obtaining the written consent of the Indemnifying Party, which shall not be unreasonably
withheld or delayed, settle the claim in such manner as it may deem appropriate, and the
Indemnifying Party shall promptly reimburse the Indemnified Party therefor in accordance with (and
to the extent provided for (subject to, and not disregarding, the provisos to Section 8.2(a) and
8.2(b)) in) Section 8.2(a) or (b), as appropriate. Notwithstanding the foregoing provisions of
this Section 8.2(d), the Indemnified Party shall have the right at all times to take over and
assume the control (as to itself) of the defense or settlement of any Third-Party Claim;
provided, however, that in such event (x) the Indemnifying Party shall cease to
have any obligation under Section 8.2(a) or (b), as the case may be, in respect of such Third-Party
Claim and (y) all Losses resulting from such Third-Party Claim will not be considered for purposes
of determining whether the Triple Sub Basket Amount or the Holdings Basket Amount, as the case may
be, has been exceeded. The Indemnifying Party shall not be liable under this Section 8.2 for any
settlement or compromise effected without its consent.



     (e) The Indemnified Party and the Indemnifying Party shall each cooperate (and shall each
cause its Affiliates to cooperate) with the other in the defense of any Third-Party Claim pursuant
to Section 8.2(d). Without limiting the generality of the foregoing, each such Person shall
furnish the other such Person with such documentary or other evidence as is then in its or



36









 




any of its Affiliates’ possession as may reasonably be requested by the other Person for the
purpose of defending against any such Third-Party Claim.




     (f) Upon payment of any amount pursuant to any Indemnification Claim, the Indemnifying Party
shall be subrogated, to the extent of such payment, to all of the Indemnified Party’s rights of
recovery against any third party with respect to the matters to which such Indemnification Claim
relates.



     (g) The rights and remedies of Holdings and Triple and Triple Sub under this Section 8.2 are
exclusive and in lieu of any and all other rights and remedies which Holdings or Triple and Triple
Sub, as the case may be, may have against the other, under this Agreement or otherwise, (i) with
respect to (x) the inaccuracy of any representation, warranty, certification or other statement
made (or deemed made) by Triple and Triple Sub or Holdings in or pursuant to this Agreement, the
Triple Sub Disclosure Letter, the Holdings Disclosure Letter or any Ancillary Instrument or (y) any
breach of, or failure to perform or comply with, any covenant or agreement set forth in this
Agreement or in any Ancillary Instrument or (ii) with respect to the transactions contemplated by
this Agreement. All claims for indemnification must be asserted, if at all, in good faith and in
accordance with the provisions of Section 8.2(c) hereof and, to the extent applicable to such
claims, within the relevant time period set forth in Section 8.1 hereof.



     (h) If at any time subsequent to the receipt by an Indemnified Party of an indemnity payment
hereunder, such Indemnified Party (or any Affiliate thereof) receives any recovery, settlement or
other similar payment with respect to the Loss for which it received such indemnity payment (the
“Recovery”), such Indemnified Party shall promptly pay to the Indemnifying Party an amount equal to
the amount of such Recovery, less any expense incurred by such Indemnified Party (or its
Affiliates) in connection with such Recovery, but in no event shall any such payment exceed the
amount of such indemnity payment.



     (i) Any payment made by Holdings or Triple and Triple Sub pursuant to this Section 8.2 shall
be deemed an adjustment in the purchase price.



ARTICLE 9




TERMINATION




     9.1 Termination of Agreement. This Agreement may be terminated at any time on or
prior to the Closing:



     (a) by the mutual written consent of Triple Sub and Holdings;




     (b) by either Triple Sub or Holdings, if the Closing has not taken place by June 30, 2006 and
the terminating party is not in material breach of its obligations hereunder; or



     (c) by either Triple Sub or Holdings, if any court or governmental body of competent
jurisdiction in the United States shall have issued an order, stay, judgment or decree, or taken
any other action, permanently prohibiting the transactions contemplated by this Agreement, and such
order, stay, judgment, decree, or other action, shall have become final and non-appealable.



37









 





     If Triple Sub, Triple or Holdings shall terminate this Agreement pursuant to the foregoing
provisions of this Section 9.1, such termination shall be effected by written notice to the other
party specifying the provision pursuant to which such termination is made.



     9.2 Liabilities Upon Termination. Except for the terms of Section 11.2 hereof (and,
to the extent relevant thereto, the terms of Sections 8.2, 11.4, 11.5, 11.6, 11.7, 11.14, 11.16,
11.17, 11.19 and 11.20 hereof), which shall survive any termination of this Agreement, upon the
termination of this Agreement pursuant to Section 9.1 hereof this Agreement shall forthwith become
null and void, and no party hereto or any of its officers, directors, employees, agents,
consultants, stockholders or principals shall have any rights, liabilities or obligations hereunder
or with respect hereto; provided, however, that nothing contained in Section 9.1 or
this Section 9.2 shall relieve any party from liability for any willful failure to comply with any
covenant or agreement contained herein (and the terms of Sections 8.2, 11.4, 11.5, 11.6, 11.7,
11.14, 11.16, 11.17, 11.19 and 11.20 hereof shall apply to any such failure). Notwithstanding
anything to the contrary set forth herein, no party shall have any liability to the other parties
hereto arising out of any breach of a representation or warranty as set forth in this Agreement or
in any Ancillary Instrument, if such party had Knowledge of such breach prior to the closing;
provided, however, this provision shall not apply in the case of any intentional
misrepresentation or fraud on the part of the party in breach.



ARTICLE 10




EMPLOYEE AND CERTAIN TAX MATTERS




     10.1 Triple Sub Employee Matters.



     (a) (i) Triple Sub shall, after notifying Holdings of its intent thereto and after first
allowing Holdings to be present at and to participate during or in connection with such
notification (if Holdings desires), provide all current Triple Sub employees involved in the Triple
Sub Business with all appropriate notification of the sale of the Triple Sub Business and the
termination of each such employee’s employment with Triple Sub as a result thereof.



          (ii) Holdings shall have no obligation to hire any of Triple Sub’s current or former employees
involved in the Triple Sub Business. Holdings shall have the right to review all employment
records and files of the Triple Sub involving the Triple Sub Business, and to interview current
Triple Sub employees involved in the Triple Sub Business for employment after the Closing Date Any
employee of Triple Sub involved in the Triple Sub Business who commences employment with Holdings
is referred to herein as a “Triple Sub Transferred Employee.”




     (b) Each employee benefit plan, fund, policy or arrangement established or maintained by
Holdings or its Affiliates for Triple Sub Transferred Employees (“Holdings Plan”) shall grant
credit to each Triple Sub Transferred Employee for all service on or prior to the Closing Date with
Triple Sub or any predecessor or Affiliate of Triple Sub, for all purposes; provided,
however, that credit for such service shall not be required for any purpose under any
post-retirement medical or life insurance plan or for purposes of benefit accrual under a “defined



38









 




benefit plan”, within the meaning of Section 3(35) of ERISA; and provided
further, that any Holdings Plan may be designed to offset, or otherwise avoid duplication
of, any benefits to which a Triple Sub Transferred Employee is entitled under any comparable Triple
Sub Benefit Plan on or prior to the Closing.




     (c) Effective as of the Closing, Holdings shall establish or maintain a group health plan
which shall cover all Triple Sub Transferred Employees and their family members who immediately
prior to the Closing were covered under any group health plan maintained by Triple Sub. Any such
group health plan established or maintained by Holdings shall (i) waive any waiting period, (ii)
waive any exclusion or limitation for preexisting conditions which were covered (generally and/or
specifically as to any individual) under any group health plan maintained by Triple Sub prior to
the Closing and (iii) grant credit (for purposes of annual deductibles) for any covered claims
incurred or payments made prior to the Closing Date during the plan year in which the Closing Date
occurs.



     (d) Triple Sub’s 401(k) Plan shall be amended, if necessary, to permit Triple Sub Transferred
Employees to receive a distribution of their accounts under such plan within a reasonable period
following the Closing Date to the extent permitted by law. Holdings’ 401(k) Plan shall be amended,
if necessary, to accept rollovers of such distributions from Triple Sub’s 401(k) Plan (in cash) for
electing Triple Sub Transferred Employees to the extent such distributions are eligible for
rollover treatment under Section 402 of the Code, and Holdings will accept all such rollovers.



     (e) Holdings will assume and satisfy Triple Sub’s liability with respect to all incurred and
unpaid vacation pay to which Triple Sub Transferred Employees are entitled, if any, as of the
Closing Date, either by providing such employees with their eligible paid vacation time or a
payment in lieu thereof consistent with Holdings’ past practices. The Triple Sub Transferred
Employees will receive credit for past service with Triple Sub and its Affiliates in determining
the amount of paid vacation to which they may become entitled after the Closing Date in accordance
with Holdings’ vacation policies in effect from time to time.



     (f) Triple Sub shall be responsible for providing long-term disability benefits to any current
or former employees of Triple Sub who are receiving long-term disability benefits as of the Closing
in accordance with the terms of Triple Sub’s long-term disability plan and to any employees on
short-term disability leave as of the Closing who subsequently qualify for long-term disability
benefits.



     (g) Triple Sub shall be responsible for any covered claims incurred by any Triple Sub
Transferred Employee under Triple Sub’s medical or dental plans prior to the Closing in accordance
with the terms of such plans. Holdings shall be responsible for any claims incurred by any Triple
Sub Transferred Employee participating in Holdings’ medical or dental plans after the Closing, to
the extent such claims are covered by, and in accordance with the terms of, Holdings’ plans.



     (h) Triple Sub shall be responsible for providing continuation of group health coverage
required by Section 4980B of the Code or Sections 601 through 608 of ERISA (“COBRA”) to any current
or former employees of Triple Sub or any “qualified beneficiary”



39









 




(within the meaning of Section 4980B of the Code) of any such current or former employee who
has incurred a “qualifying event” (within the meaning of Section 4980B of the Code) under any
Triple Sub Benefit Plan on or prior to the Closing. Holdings shall not require, recommend or
encourage any Triple Sub Transferred Employee to elect continuation of coverage under a Triple
group health plan pursuant to COBRA. Holdings shall be responsible for providing COBRA coverage to
any Triple Sub Transferred Employee or any “qualified beneficiary” of a Triple Sub Transferred
Employee who incurs a “qualifying event” under any Holdings Benefit Plan after the Closing.




     (i) Triple Sub shall be responsible for providing any post-retirement medical and life
insurance benefits to any employees or former employees of Triple Sub (and their family members) in
accordance with the terms of Triple Sub’s Plans, if applicable.



     (j) Triple Sub shall be responsible for any workers compensation claims which are reported or
incurred by any Triple Sub Transferred Employee prior to the Closing Date. Holdings shall be
responsible for any workers compensation claims which are incurred by any Triple Sub Transferred
Employee on or after the Closing Date.



     (k) With respect to any other Triple Sub Benefit Plans not specifically addressed in this
Article 10, including but not limited to pension plans, deferred compensation plans, incentive
plans, bonus plans, equity-based compensation plans, severance and fringe benefit plans, Triple Sub
shall retain all liability for benefits accrued or expenses incurred on or prior to the Closing
Date for any Triple Sub Transferred Employee and Holdings shall have no liability therefor.



     (l) The parties agree that, to the extent permissible under applicable law (i) Holdings shall
be a successor employer with respect to the Triple Sub Transferred Employees for purposes of the
Federal Insurance Contributions Act, as codified at 26 U.S.C. §§ 3101-3128 and the Federal
Unemployment Tax Act, as codified at 26 U.S.C. §§ 3301-3311, and (ii) to the extent that Holdings
elects, it shall be treated as a successor employer under any applicable state unemployment
compensation laws. Triple Sub and Holdings agree to provide each other with such wage, tax and
other information as may reasonably be required for those purposes.



     (m) Triple Sub shall, upon the request of Holdings, deliver such documents, personnel or
benefit information and other information in its possession, as may be necessary or desirable from
time to time for the administration, analysis and operation of the Holdings Plans. Such documents
and information may be provided at such times and in such form (including any electronic media) as
may reasonably be requested by either party.



     10.2 Holdings Employee Matters.



     (a) (i) Holdings shall, after notifying Triple Sub of its intent thereto and after first
allowing Triple Sub to be present at and to participate during or in connection with such
notification (if Triple Sub desires), provide all current Holdings employees involved in the
Holdings Business with all appropriate notification of the sale of the Holdings Business and the
termination of each such employee’s employment with Holdings as a result thereof.



40









 





          (ii) Triple Sub shall have no obligation to hire any of Holdings current or former employees
involved in the Holdings Business. Triple Sub shall have the right to review all employment
records and files of Holdings involving the Holdings Business, and to interview current Holdings
employees involved in the Holdings Business for employment after the Closing Date. Any employee of
Holdings involved in the Holdings Business who commences employment with Triple Sub (or one or more
Affiliates of Triple Sub designated by Triple) is referred to herein as a “Holdings Transferred
Employee.”




     (b) Each employee benefit plan, fund, policy or arrangement established or maintained by
Triple Sub or its Affiliates for Holdings Transferred Employees (“Triple Sub Plan”) shall grant
credit to each Holdings Transferred Employee for all service on or prior to the Closing Date with
Holdings or any predecessor or Affiliate of the foregoing, for all purposes; provided,
however, that credit for such service shall not be required for any purpose under any
post-retirement medical or life insurance plan or for purposes of benefit accrual under a “defined
benefit plan”, within the meaning of Section 3(35) of ERISA; and provided further,
that any Triple Sub Plan may be designed to offset, or otherwise avoid duplication of, any benefits
to which a Holdings Transferred Employee is entitled under any comparable Holdings Benefit Plan on
or prior to the Closing.



     (c) Effective as of the Closing, Triple Sub shall establish or maintain a group health plan
which shall cover all Holdings Transferred Employees and their family members who immediately prior
to the Closing were covered under any group health plan maintained by Holdings. Any such group
health plan established or maintained by Triple Sub shall (i) waive any waiting period, (ii) waive
any exclusion or limitation for preexisting conditions which were covered (generally and/or
specifically as to any individual) under any group health plan maintained by Holdings prior to the
Closing and (iii) grant credit (for purposes of annual deductibles) for any covered claims incurred
or payments made prior to the Closing Date during the plan year in which the Closing Date occurs.



     (d) Holdings’ 401(k) Plan shall be amended, if necessary, to permit Holdings Transferred
Employees to receive a distribution of their accounts under such plan within a reasonable period
following the Closing Date. Triple Sub’s 401(k) Plan shall be amended, if necessary, to accept
rollovers of such distributions from Holdings’ 401(k) Plan (in cash) for electing Holdings
Transferred Employees to the extent such distributions are eligible for rollover treatment under
Section 402 of the Code, and Triple Sub will accept all such rollovers.



     (e) Triple Sub will assume and satisfy Holdings’ liability with respect to all incurred and
unpaid vacation pay to which Holdings Transferred Employees are entitled, if any, as of the Closing
Date, either by providing such employees with their eligible paid vacation time or a payment in
lieu thereof consistent with Triple Sub’s past practices. Triple Sub will give the Holdings
Transferred Employees credit for past service with Holdings and its Affiliates in determining the
amount of paid vacation to which they may become entitled after the Closing Date, in accordance
with Triple Sub’s vacation policies in effect from time to time.



     (f) Holdings shall be responsible for providing long-term disability benefits to any current
or former employees of Holdings who are receiving long-term disability benefits as of the Closing
in accordance with the terms of Holdings’ long-term disability plan and to any



41









 




employees on short-term disability leave as of the Closing who subsequently qualify for
long-term disability benefits.




     (g) Holdings shall be responsible for any covered claims incurred by any Holdings Transferred
Employee under Holdings’ medical, dental or vision plans prior to the Closing in accordance with
the terms of such plans. Triple Sub shall be responsible for any claims incurred by any Holdings
Transferred Employee participating in Triple Sub’s medical, dental or vision plans after the
Closing, to the extent such claims are covered by, and in accordance with the terms of, Triple
Sub’s plans.



     (h) Holdings shall be responsible for providing COBRA coverage to any current or former
employee of Holdings or any “qualified beneficiary” (within the meaning of Section 4980B of the
Code) of any such current or former employee who has incurred a “qualifying event” (within the
meaning of Section 4980B of the Code) under any Holdings Benefit Plan on or prior to the Closing.
Triple Sub shall not require, recommend or encourage any Holdings Transferred Employee to elect
continuation of coverage under a Holdings group health plan pursuant to COBRA. Triple Sub shall be
responsible for providing COBRA coverage to any Holdings Transferred Employee or any “qualified
beneficiary” of a Holdings Transferred Employee who incurs a “qualifying event” under any Triple
Sub Benefit Plan after the Closing.



     (i) Holdings shall be responsible for providing any post-retirement medical and life insurance
benefits to any employees or former employees of Holdings (and their family members) in accordance
with the terms of Holdings’ Plans, if applicable.



     (j) Holdings shall be responsible for any workers compensation claims which are reported or
incurred by any Holdings Transferred Employee prior to the Closing Date. Triple Sub shall be
responsible for any workers compensation claims which are incurred by any Holdings Transferred
Employee on or after the Closing Date.



     (k) With respect to any other Holdings Benefit Plans not specifically addressed in this
Article 10, including but not limited to pension plans, deferred compensation plans, incentive
plans, bonus plans, equity-based compensation plans, severance and fringe benefit plans, Holdings
shall retain all liability for benefits accrued or expenses incurred on or prior to the Closing
Date for any Holdings Transferred Employee and Triple Sub shall have no liability therefor.



     (l) The parties agree that, to the extent permissible under applicable law (i) Triple Sub
shall be a successor employer with respect to the Holdings Transferred Employees for purposes of
the Federal Insurance Contributions Act, as codified at 26 U.S.C. §§ 3101-3128 and the Federal
Unemployment Tax Act, as codified at 26 U.S.C. §§ 3301-3311, and (ii) to the extent that Triple Sub
elects, it shall be treated as a successor employer under any applicable state unemployment
compensation laws. Holdings, on the one hand, and Triple Sub on the other, agree to provide each
other with such wage, tax and other information as may reasonably be required for those purposes.



     (m) Holdings shall, upon the request of Triple Sub deliver such documents, personnel or
benefit information and other information in their possession, as may be necessary or



42









 




desirable from time to time for the administration, analysis and operation of the Triple Sub
Plans. Such documents and information may be provided at such times and in such form (including
any electronic media) as may reasonably be requested by either party.




     10.3 Certain Tax Matters. All federal, state, local and other transfer, sales and use
Taxes imposed upon the transfer to Triple Sub (or one or more Affiliates of Triple Sub as
designated by Triple) of the Holdings Acquired Assets or to Holdings of the Triple Sub Acquired
Assets as contemplated by this Agreement will be shared equally by Triple Sub on the one hand and
Holdings on the other.



ARTICLE 11




MISCELLANEOUS




     11.1 Exclusivity of Representations; Reliance on Representations.



     (a) THE REPRESENTATIONS AND WARRANTIES MADE BY TRIPLE SUB, TRIPLE AND HOLDINGS, RESPECTIVELY,
IN THIS AGREEMENT ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A
PARTICULAR PURPOSE AND ANY OTHER IMPLIED WARRANTIES, OF TRIPLE SUB, TRIPLE AND HOLDINGS
RESPECTIVELY. TRIPLE SUB, TRIPLE AND HOLDINGS EACH HEREBY DISCLAIMS ANY SUCH OTHER OR IMPLIED
REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE BY TRIPLE SUB, TRIPLE OR
ANY OTHER PERSON TO HOLDINGS OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR
REPRESENTATIVES, OR BY HOLDINGS OR ANY OTHER PERSON TO TRIPLE SUB, TRIPLE, ANY OF THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OF ANY DOCUMENTATION OR OTHER
INFORMATION IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



     (b) Holdings represents and warrants to Triple Sub and Triple that in making its decision to
enter into this Agreement it is not relying on any information provided or statements made by
Triple Sub, Triple or any of their respective agents, representatives, employees or affiliates
other than the specific representations and warranties made by Triple Sub and Triple in this
Agreement.



     (c) Triple Sub and Triple jointly and severally represent and warrant to Holdings that in
making their decision to enter into this Agreement they are not relying on any information provided
or statements made by Holdings or any of their respective agents, representatives, employees or
affiliates other than the specific representations and warranties made by Holdings in this
Agreement.



     11.2 Expenses. Except as expressly set forth in this Section 11.2 and Section 10.3
and Section 11.13, regardless of whether the Closing occurs, each party hereto shall bear all of
its expenses incurred in connection with the transactions contemplated by this Agreement,



43









 




including, without limitation, accounting and legal fees incurred in connection herewith.
Notwithstanding the foregoing, the fees of all filings required under the HSR Act in connection
with the transactions contemplated by this Agreement and the Ancillary Instruments will be shared
equally by the parties.




     11.3 Further Assurances; Bulk Transfer. Subject to Section 9.1 hereof, from time to
time prior to, at and after the Closing Date, without the payment of any additional consideration
except as otherwise set forth in this Agreement, each party hereto will execute all such
instruments and take all such actions as the other party shall reasonably request in connection
with carrying out and effectuating the intent and purpose hereof and all transactions and things
contemplated by this Agreement. The parties hereby waive compliance with the provisions of any
applicable bulk sales law of any jurisdiction in connection with the transactions contemplated
hereby and no representation, warranty or covenant contained in this Agreement shall be deemed to
have been breached as a result of such non-compliance.



     11.4 Notices. Notices and other communications provided for herein shall be in
writing (which shall include notice by facsimile transmission) and shall be delivered or mailed (or
if by facsimile communications equipment of the sending party hereto, delivered by such equipment),
addressed as follows:



     If to Triple Sub or Triple:



Triple Crown Media, Inc.

546 East Main Street

Lexington, Kentucky 40508

Telecopier: (859) 226-4308

Attn: Thomas J. Stultz




     with a copy to:



Dinsmore & Shohl LLP

250 West Main Street, Suite 1400

Lexington, Kentucky 40507

Telecopier: (859) 425-1099

Attn: Joseph H. Terry




     If to Holdings:



Community First Holdings, Inc.

3500 Colonnade Parkway, Suite 600

Birmingham, Alabama 35243

Attention: Donna Barrett




     with a copy to:



Thomas B. Henson

2131 Ayrsley Town Blvd.

Suite 300




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Charlotte, North Carolina 28273

Telecopier: (704) 643-4482



or to such other address as a party may from time to time designate in writing in accordance with
this section. All notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date of receipt.




     11.5 Assignment. This Agreement and all of the provisions hereof shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and permitted
assigns; provided, however, that neither this Agreement nor any of the rights,
interests, or obligations hereunder may be assigned by any of the parties hereto without the prior
written consent of the other parties, except that Triple Sub and Triple and Holdings may assign any
or all of their respective rights and obligations hereunder to any of their Affiliates without the
consent of the other parties; provided, that any such assignment shall not relieve Triple
Sub or Triple or Holdings, as the case may be, from any liability hereunder.



     11.6 Construction.



     (a) Unless otherwise expressly specified herein, (i) defined terms in the singular shall also
include the plural and vice versa, (ii) the words “hereof”, “herein”, “hereunder” and other similar
words refer to this Agreement as a whole, (iii) Article, Section and Exhibit references in this
Agreement are to Articles of, Sections of and Exhibits to this Agreement and (iv) words of any
gender (masculine, feminine, neuter) mean and include correlative words of the other genders.



     (b) The captions in this Agreement are for convenience only and shall not in any way affect
the meaning or construction of any provision of this Agreement.



     (c) All references to “days” shall be to calendar days unless business days are specified.



     (d) Unless the context otherwise requires, (i) “or” is not exclusive and (ii) “including”
means “including but not limited to” and “including without limitation”.



     (e) As used herein, the phrases “date of this Agreement” and “date hereof” and any other
phrases of similar import shall mean the
Closing Date (regardless, with respect to
representations and warranties, of the date or time as of which such representations and warranties
are made or deemed to have been made or as of which the accuracy or inaccuracy thereof is measured
or determined).



     11.7 Law Governing. THIS AGREEMENT IS INTENDED AS A CONTRACT UNDER AND SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LOCAL LAW OF THE STATE OF DELAWARE, INCLUDING WITHOUT LIMITATION
AS TO ALL MATTERS OF CONSTRUCTION, VALIDITY, ENFORCEABILITY AND PERFORMANCE.



     11.8 Waiver of Provisions. The provisions, terms, covenants, representations,
warranties and conditions of this Agreement may be waived only by a written instrument executed by
the party hereto waiving compliance. The failure of any party hereto at any time or



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times to require performance of any provision of this Agreement shall in no manner affect the
right of such party at a later date to enforce the same. No waiver by any party hereto of any
condition or the breach of any provision, term, covenant, representation or warranty contained in
this Agreement, whether by conduct or otherwise, in any one or more instances shall be deemed to be
or construed as a further or continuing waiver of any such condition or of the breach of any other
provision, term, covenant, representation or warranty of this Agreement.




     11.9 Counterparts. This Agreement may be executed in several counterparts, and all
counterparts so executed shall constitute one agreement, binding on the parties hereto,
notwithstanding that such parties are not signatory to the same counterpart.



     11.10 Entire Agreement. This Agreement constitutes the entire agreement between the
parties and supersedes and cancels any and all prior agreements between them relating to the
Subject matter hereof and may not be amended or modified except by a written agreement signed by
Holdings and Triple.



     11.11 Access to Books and Records.



     (a) After the Closing, Holdings shall, upon Triple Sub’s request from time to time, and upon
reasonable notice, in connection with the preparation by Triple Sub or its Affiliates of Tax
returns, audited financial statements incorporating the Holdings Newspapers and the Holdings
Business and all requisite securities law filings (including, but not limited to, a Form 8-K
filing, if required, with respect to the transactions contemplated by this Agreement) and the
initiation or defense of litigation with third parties involving Holdings Assumed Liabilities,
(i)(A) provide to the officers and other authorized representatives of Triple Sub, and its
Affiliates reasonable access, during normal business hours, to any and all premises, properties,
files, books, records, documents and other information (including, but not limited to, workpapers
in the possession of current and former accountants of the Holdings Newspapers) relating to the
Triple Sub Business with respect to the period prior to the Closing (including, but not limited to,
with respect to liabilities for Taxes included in the computation of Holdings Net Working Capital,
Holdings Tax Records), (B) cause its officers to furnish to Triple Sub and its authorized
representatives any and all financial, technical and operating data and other information
(including, but not limited to, workpapers in the possession of current and former accountants of
the Holdings Newspapers) pertaining to the Triple Sub Business with respect to the period prior to
the Closing, and (C) make available to Triple Sub, and its authorized representatives personnel of
Holdings to consult with such personnel and (ii) make available for inspection and copying by
Triple Sub at Triple Sub’s expense true and complete copies of any documents relating to the
foregoing. In exercising their rights under the foregoing provisions of this Section 11.11(a),
Triple Sub, and its representatives shall not interfere with the normal operations of the Triple
Sub Business. Holdings shall retain the files, books, records and documents relating to the Triple
Sub Business for at least six years after the Closing Date. In addition, after the Closing, upon
Triple Sub’s request from time to time, Holdings shall use its best efforts to cause each of the
Persons from whom Holdings acquired the Holdings Newspapers and their Affiliates and predecessors
to (i) provide to the officers and other authorized representatives (including, but not limited to,
accountants) of Triple Sub and its Affiliates reasonable access, during normal business hours, to
any and all files, books, records, documents, financial and operating data and other information
(including, but not limited to, workpapers in the possession of current and former accountants of



46









 




the Holdings Papers) relating to the Holding Newspapers and the Holdings Business
(collectively, the “Historical Books and Records”), (ii) cause its officers to furnish to, or make
available for inspection and copying, at Triple Sub’s expense, by, Triple Sub and its Affiliates
and their authorized representatives (including, but not limited to, accountants) true and complete
copies of all such Historical Books and Records, and (iii) make available to Triple Sub and its
Affiliates and their authorized representatives its personnel to consult with such representatives,
in each case in connection with, and as necessary in relation to, the preparation by Triple Sub and
its Affiliates of audited financial statements incorporating the Holdings Newspapers and the
Holdings Business and all requisite securities law filings (including, but not liimited to, a Form
8-K filing, if required, with respect to the transactions contemplated by this Agreement)




     (b) After the Closing, Triple Sub shall, upon Holdings’ request from time to time, and upon
reasonable notice, in connection with the preparation by Holdings or its Affiliates of Tax returns
and the initiation or defense of litigation with third parties involving Triple Sub Assumed
Liabilities, (i)(A) provide to the officers and other authorized representatives of Holdings and
its Affiliates reasonable access, during normal business hours, to any and all premises,
properties, files, books, records, documents and other information relating to the Holdings
Business with respect to the period prior to the Closing (including, with respect to liabilities
for Taxes included in the computation of Triple Sub Net Working Capital, Triple Sub Tax Records,
(B) cause its officers to furnish to Holdings and their authorized representatives any and all
financial, technical and operating data and other information pertaining to the Holdings Business
with respect to the period prior to the Closing, and (C) make available to Holdings and their
authorized representatives personnel of Triple Sub to consult with such personnel and (ii) make
available for inspection and copying by Holdings at Holdings’ expense true and complete copies of
any documents relating to the foregoing. In exercising their rights under the foregoing provisions
of this Section 11.11(b), Holdings and its representatives shall not interfere with the normal
operations of the Holdings Business. Triple Sub shall retain the files, books, records and
documents relating to the Holdings Business for at least six years after the Closing Date.



     11.12 Disclosure Letters.



     Any information disclosed in any section of the Triple Sub Disclosure Letter or the Holdings
Disclosure Letter if reasonably related to any other section or sections of the Triple Sub
Disclosure Letter or the Holdings Disclosure Letter, as the case may be, and described in
reasonable detail to allow a reasonable person to make the applicable connection to such section,
shall be deemed fully disclosed for the purposes of all such applicable sections of the Triple Sub
Disclosure Letter or the Holdings Disclosure Letter, as the case may be. Neither the specification
(directly or indirectly by reference to a defined term hereof) of any dollar amount in the
representations and warranties set forth in Article 3 or Article 4 or the indemnification
provisions of Article 8 nor the inclusion of any items in the Triple Sub Disclosure Letter or the
Holdings Disclosure Letter shall be deemed to constitute an admission by Triple Sub, Triple or
Holdings, or otherwise imply, that any such amount or such items so included are material for the
purposes of this Agreement. The inclusion of, or reference to, any item within any particular
section of the Triple Sub Disclosure Letter or the Holdings Disclosure Letter does not constitute
an admission by either Triple Sub, Triple or Holdings that such item meets any or all of the
criteria set forth in this Agreement for inclusion in such section of the Triple Sub Disclosure
Letter or the Holdings Disclosure Letter, as the case may be.



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     11.13 Cooperation.



     (a) From and after the Closing, Holdings will cooperate with Triple Sub in the investigation,
defense or prosecution of any action, suit, proceeding or other litigation, at law or in equity,
which is pending or threatened against Triple Sub or Triple or any of their Affiliates and which
relates to the Triple Sub Business or the Triple Newspapers. Without limiting the generality of
the foregoing, Holdings will make available its employees engaged in the Triple Sub Business to
give depositions or testimony and will furnish all documentary or other evidence in each case as
Triple Sub may reasonably request. Triple Sub shall reimburse Holdings for all reasonable and
necessary out-of-pocket expenses incurred in connection with the performance of its obligations
under this Section 11.13(a).



     (b) From and after the Closing, Triple Sub and Triple will cooperate with Holdings in the
investigation, defense or prosecution of any action, suit, proceeding or other litigation, at law
or in equity, which is pending or threatened against Holdings or any of its Affiliates and which
relates to the Holdings Business or the Holdings Newspapers. Without limiting the generality of
the foregoing, Triple Sub and Triple will make available its employees engaged in the Holdings
Business to give depositions or testimony and will furnish all documentary or other evidence in
each case as Holdings may reasonably request. Holdings shall reimburse Triple Sub and Triple for
all reasonable and necessary out-of-pocket expenses incurred in connection with the performance of
its obligations under this Section 11.13(b).



     11.14 No Third Party Beneficiary. This Agreement is for the sole benefit of the
parties hereto and their respective successors and permitted assigns and nothing herein, express or
implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit
or remedy of any nature whatsoever under or by reason of this Agreement.



     11.15 Insurance.



     (a) Holdings acknowledges that all insurance policies maintained by Triple Sub and its
Affiliates with respect to the Triple Sub Business and Triple Sub Acquired Assets will be
terminated effective on the Closing Date.



     (b) Triple Sub acknowledges that all insurance policies maintained by Holdings and its
Affiliates with respect to the Holdings Business and Holdings Acquired Assets will be terminated
effective on the Closing Date.



     11.16 No Presumption. With regard to each and every term and condition of this
Agreement and any and all agreements and instruments subject to the terms hereof or referred to
herein, the parties hereto understand and agree that the same have or has been mutually negotiated,
prepared and drafted, and if at any time the parties hereto desire or are required to interpret or
construe any such term or condition or any agreement or instrument subject hereto, no consideration
shall be given to the issue of which party hereto actually prepared, drafted or requested any term
or condition of this Agreement or any agreement or instrument subject hereto.



     11.17 Severability. To the fullest extent that they may effectively do so under
applicable law, the parties hereto hereby waive any provision of law which renders any provision



48









 




of this Agreement invalid, illegal or unenforceable in any respect. Such parties further
agree that any provision of this Agreement which, notwithstanding the preceding sentence, is
rendered or held invalid, illegal or unenforceable in any respect in any jurisdiction shall be
ineffective, but such ineffectiveness shall be limited as follows: (i) if such provision is
rendered or held invalid, illegal or unenforceable in such jurisdiction only as to a particular
Person or Persons or under any particular circumstance or circumstances, such provision shall be
ineffective, but only in such jurisdiction and only with respect to such particular Person or
Persons or under such particular circumstance or circumstances, as the case may be; (ii) without
limitation of clause (i), such provision shall in any event be ineffective only as to such
jurisdiction and only to the extent of such invalidity, illegality or unenforceability, and such
invalidity, illegality or unenforceability in such jurisdiction shall not render invalid, illegal
or unenforceable such provision in any other jurisdiction; and (iii) without limitation of clause
(i) or (ii), such ineffectiveness shall not render invalid, illegal or unenforceable this Agreement
or any of the remaining provisions hereof. Without limitation of the preceding sentence, (A) it is
the intent of the parties hereto that, in the event that in any court proceeding, such court
determines that any provision of this Agreement is illegal, invalid or unenforceable in any
jurisdiction to any extent, such court shall have the power to, and shall, (1) modify such
provision (including by limiting the Persons against whom, or the circumstances under which, such
provision shall be effective in such jurisdiction) for purposes of such proceeding to the minimum
extent necessary so that such provision, as so modified, may then be enforced in such proceeding
and (2) enforce such provision, as so modified pursuant to clause (1), in such proceeding and (B)
upon any determination that any provision of this Agreement is invalid, illegal or unenforceable,
the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the
original intent of such parties as closely as possible in a mutually acceptable manner in order
that the transactions contemplated hereby be consummated as originally contemplated to the greatest
extent possible




     11.18 Affiliates; Subsidiaries. References in this Agreement to “Affiliates” or
“Subsidiaries” of a specified Person refer to, and include, only other Persons which from time to
time constitute “Affiliates” or “Subsidiaries”, as the case may be, of such specified Person, and
do not include, at any particular time, other Persons that may have been, but at such time have
ceased to be, “Affiliates” or “Subsidiaries”, as the case may be, of such specified Person.



     11.19 Announcements. None of the parties hereto will (and each such party will cause
its Affiliates not to) issue any press release or otherwise make any public statement with respect
to the transactions contemplated hereby without the prior written consent of the other parties,
except as and to the extent that such party or any of its Affiliates determines in good faith that
it is so obligated by law or stock exchange rules, in which case such party shall use reasonable
efforts to give notice to the other parties in advance of such party’s or its Affiliate’s intent to
make such announcement or issue such press release and the parties hereto shall use reasonable
efforts to cause a mutually agreeable release or announcement to be issued.



     11.20 Confidential Information. Each of the parties hereto agrees to maintain the
confidentiality of all documents, materials, and other information regarding the other parties
which it shall have obtained during the course of the negotiations leading to the consummation of
the transactions contemplated by this Agreement (whether obtained before or after the dated hereof)
or the preparation of this Agreement or any Ancillary Instrument.



49









 





     The obligation of each party to maintain the confidentiality of such documents, materials and
other information shall not apply to any information whiche: (a) such party can demonstrate was
already lawfully in its possession prior to the disclosure thereof by the other parties, (b) is
known to the public and did not become so known through a violation of a legal obligation; (c) is
later lawfully acquired by such party from other sources; (d) is required to be disclosed under the
previous of any state or United States statute or regulation issued by a duly authorized agency,
board or commission thereof, or by any stock exchange or similar body; or (e) is required to be
disclosed by a rule or order of any court of competent jurisdiction.



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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.



	 	 	 	 	 
	 

	 	TRIPLE CROWN MEDIA, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ THOMAS J. STULTZ
	 

	 	 	 	 
	 

	 	Its: Authorized Representative
	 
	 	 	 	 
	 

	 	GRAY PUBLISHING, LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ THOMAS J. STULTZ
	 

	 	 	 	 
	 

	 	Its: Authorized Representative
	 
	 	 	 	 
	 

	 	COMMUNITY FIRST HOLDINGS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ DONNA BARRETT
	 

	 	 	 	 
	 

	 	Its: Authorized Representative
	 
	 	 	 	 







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