3rd Amendment to Limited Waiver to Note Agreement & Guaranty Agreement



 Exhibit 10.5 - Third Amendment to Limited Waiver to Note Agreement and Guaranty Agreement 
 THIRD AMENDMENT TO LIMITED WAIVER TO NOTE AGREEMENT AND GUARANTY AGREEMENT 
 THIS THIRD AMENDMENT TO LIMITED WAIVER TO NOTE AGREEMENT AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of
February 6, 2009 by and among ST. LOUIS POST-DISPATCH LLC, a Delaware limited liability company (the “Company”), PULITZER INC., a Delaware corporation (the “Guarantor”), and the undersigned holders of Notes (as
hereinafter defined) (the Company, the Guarantor and the undersigned holders of Notes being collectively referred to herein as the “Parties”). Capitalized terms used and not otherwise defined herein shall have the respective
meanings ascribed to them in the Waiver or the Note Agreement (as each such term is defined in Recital A below), as amended hereby. 
 Recitals 
 A. Reference is made to (i) that certain Note Agreement, dated as of May 1, 2000, among the
Company and the holders of the senior notes issued thereunder, as amended prior to the date hereof (the “Note Agreement”) and (ii) that certain Limited Waiver to Note Agreement and Guaranty Agreement, entered into as of
December 26, 2008, by and among the Parties, as amended prior to the date hereof (the “Waiver”). 
 B. The Company
and the Guarantor have requested, and the holders of the Notes have agreed, subject to the terms and conditions of this Amendment, to amend and extend the terms of the Waiver as set forth herein. 
 NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows: 
 1. Amendment to Waiver. Paragraph D. of the Recitals to the
Waiver is hereby amended by deleting “and” at the end of clause (a), designating clause (b) as clause (c) and adding the following new clause (b): 
 “(b) Section 5.1(i) of the Guaranty Agreement in the event that the ratio of Consolidated Debt as of December 28, 2008 to EBITDA for the four fiscal quarters most recently ended is greater than 4.25 to
1.00, and”. 
 2. Extension of Waiver Period. Paragraph 2 of the Waiver is hereby amended by substituting
“February 13, 2009” for “February 6, 2009” in each place that the latter date appears in such paragraph. 
 3. Waiver Remains in Full Force and Effect. Except as expressly amended by this Amendment, all terms, conditions, covenants and other provisions contained in the Waiver are hereby ratified and shall be and remain
in full force and effect; provided, however, that (a) the conditions to effectiveness contained herein shall supersede those contained in the Waiver, and (b) no additional Waiver Fee or other fee shall be payable in connection with this
Amendment. 







 4. Conditions to Effectiveness. This Amendment shall become effective, as of
the date first written above (the “Effective Date”), when the Company, the Guarantor and the Required Holders shall have signed a counterpart hereof (whether the same or separate counterparts) and shall have delivered (including by
way of facsimile or other electronic transmission) the same to Bingham McCutchen LLP, One State Street, Hartford CT 06001, Attention: Chip Fisher (facsimile number: 860-240-2564/e-mail address: chip.fisher @bingham.com). 
 5. Miscellaneous. 
 (a) Ratification and Confirmation. Except as specifically modified herein, the Waiver shall remain in full force and effect, and is hereby ratified and confirmed. 
 (b) No Waiver. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver
of any right, power or remedy of any holder of Notes, nor constitute a waiver of any provision of the Note Agreement, the Guaranty Agreement, any Note or any other instrument or agreement entered into in connection therewith or otherwise related
thereto. 
 (c) Representation and Warranty. The Company and the Guarantor jointly and severally represent and warrant that
(i) none of the events described in clauses (w), (x) or (y) of Section 2 of the Waiver has occurred and (ii) each is in compliance with its respective obligations under Section 3 of the Waiver. 
 (d) GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY,
THE LAW OF THE STATE OF NEW YORK. 
 (e) Counterparts. This Amendment may be executed in counterparts (including those
transmitted by facsimile), each of which shall be deemed an original and all of which taken together shall constitute one and the same document. Delivery of this Amendment may be made by facsimile transmission of a duly executed counterpart copy
hereof. 
 [The remainder of this page is intentionally left blank; signature pages follow] 







 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered by their duly
authorized officers as of the date first above written. 
  

			
	ST. LOUIS POST-DISPATCH LLC
		
	By:	 	PULITZER INC., as Managing Member
		
	By:	 	 /s/    Carl G. Schmidt

	Name:	 	Carl G. Schmidt
	Title:	 	Treasurer


  

			
	PULITZER INC.
		
	By:	 	 /s/    Carl G. Schmidt

	Name:	 	Carl G. Schmidt
	Title:	 	Treasurer


 [Signature Page to Third Amendment to Limited Waiver] 







  

			
	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
		
	By:	 	 /s/    Paul H. Procyk

	Name:	 	Paul H. Procyk
	Title:	 	Vice President


 [Signature Page to Third Amendment to Limited Waiver] 








			
	AMERICAN GENERAL LIFE INSURANCE COMPANY AIG ANNUITY INSURANCE COMPANY
		
	By:	 	AIG Global Investment Corp., Investment Advisor
		
	By:	 	 /s/    Richard Conway

	Name:	 	Richard Conway
	Title:	 	Managing Director


  

			
	AIG EDISON LIFE INSURANCE COMPANY
		
	By:	 	AIG Global Investment Corp., as Investment Sub-adviser
		
	By:	 	 /s/    Richard Conway

	Name:	 	Richard Conway
	Title:	 	Managing Director


 [Signature Page to Third Amendment to Limited Waiver] 








			
	GENWORTH LIFE AND ANNUITY INSURANCE COMPANY
	(as Successor by Merger to First Colony Insurance Company)
		
	By:	 	 /s/    John R. Endres

	Name:	 	John R. Endres
	Title:	 	Investment Officer


 [Signature Page to Third Amendment to Limited Waiver] 








			
	 THE NORTHWESTERN MUTUAL LIFE INSURANCE
 COMPANY

		
	By:	 	 /s/    Richard A. Strait

	Name:	 	Richard A. Strait
	Its Authorized Representative
	
	 THE NORTHWESTERN MUTUAL LIFE INSURANCE
 COMPANY, for its Group Annuity Separate Account

		
	By:	 	 /s/    Richard A. Strait

	Name:	 	Richard A. Strait
	Its Authorized Representative


 [Signature Page to Third Amendment to Limited Waiver] 








			
	PACIFIC LIFE INSURANCE COMPANY
		
	By:	 	 /s/    Diane W. Dales

	Name:	 	Diane W. Dales
	Title:	 	Assistant Vice President
		
	By:	 	 /s/    Peter S. Fiek

	Name:	 	Peter S. Fiek
	Title:	 	Assistant Secretary


 [Signature Page to Third Amendment to Limited Waiver]