mnipurchagrmtex10-1.htm


    

      
         

        
          
            Exhibit
10.1

          

        

      


      $875,000,000

       

      THE
MCCLATCHY COMPANY

       

      11.5%
Senior Secured Notes due 2017

       

      Purchase
Agreement

       

      February
4, 2010

       

      J.P.
Morgan Securities Inc.

       

      As
Representative of the

       

      several
Initial Purchasers listed

       

      in Schedule 1
hereto

       

      c/o J.P.
Morgan Securities Inc.

       

      270 Park
Avenue

       

      New York,
New York 10017

       

      Ladies
and Gentlemen:

       

      The
McClatchy Company, a Delaware corporation (the “Company”), proposes to issue and
sell to the several initial purchasers listed in Schedule 1 hereto
(the “Initial Purchasers”), for whom you are acting as representative (the
“Representative”), $875,000,000 aggregate principal amount of its 11.5% Senior
Secured Notes due 2017 (the “Securities”).  The Securities will be
issued pursuant to an Indenture to be dated as of February 11, 2010 (the
“Indenture”) among the Company, the guarantors from time to time party thereto
(the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as
trustee (the “Trustee”), and will be guaranteed on a senior secured basis,
jointly and severally, by each of the Guarantors listed on Schedule 2 hereto
(the “Guarantees”).

       

      The
Securities will be sold to the Initial Purchasers without being registered under
the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon
an exemption therefrom.  The Company and the Guarantors have prepared
a preliminary offering memorandum dated January 27, 2010 (the “Preliminary
Offering Memorandum”) and will prepare an offering memorandum dated the date
hereof (the “Offering Memorandum”) setting forth information concerning the
Company and the Securities.  Copies of the Preliminary Offering
Memorandum have been, and copies of the Offering Memorandum will be, delivered
by the Company to the Initial Purchasers pursuant to the terms of this
Agreement.  The Company hereby confirms that it has authorized the use
of the Preliminary Offering Memorandum, the other Time of Sale Information (as
defined below) and the Offering Memorandum in connection with the offering and
resale of the Securities by the Initial Purchasers in the manner contemplated by
this Agreement. References herein to the Preliminary Offering Memorandum, the
Time of Sale Information and the Offering Memorandum shall be deemed to refer to
and include any document incorporated by reference therein prior to the Time of
Sale (as defined below) unless specifically otherwise indicated.

       


      
        
           


        

        
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            Exhibit
10.1

          

        

      


      At or
prior to the time when sales of the Securities by an Initial Purchaser were
first made (the “Time of Sale”), the following information shall have been
prepared (collectively, the “Time of Sale Information”):  the
Preliminary Offering Memorandum, as supplemented and amended by the written
communications listed on Annex A hereto
including the term sheet substantially in the form of Annex B here
to.

       

      The
Company and the Guarantors will secure their obligations under the Securities
and the Guarantees by first-priority security interests in the Collateral (as
defined below), subject to Permitted Liens (as defined under the caption
“Description of notes” in the Offering Memorandum), as described in the Time of
Sale Information.  In connection with the offering, the Company and
the Guarantors, as applicable, and the Collateral Agent (as defined in Section
13), will enter into a Security Agreement (as defined in Section 13), the
Trademark Security Agreement (as defined in Section 13) and the Copyright
Security Agreement (as defined in Section 13), providing for, among other
things, the Company and the Guarantors party thereto to grant a security
interest in the Collateral as security for their obligations under the
Securities and the Guarantees. For the purposes of this Agreement, the term
“Collateral” shall have the meaning assigned to such term in the Time of Sale
Information and Offering Memorandum.

       

      Prior to
the commencement of the offering, the Company has entered into an Amendment and
Restatement Agreement, dated as of January 26, 2010, that will, subject to the
satisfaction of specified conditions, amend and restate the credit agreement
dated as of June 27, 2006 with Bank of America, N.A., as administrative agent
(the “Credit Facility”) immediately prior to the closing of the offering of the
notes (the “Credit Facility Amendment”).  Concurrently with the
offering, the Company and Guarantors will enter into an intercreditor agreement
(the “Intercreditor Agreement”), to be dated the Closing Date (as defined below)
by and between Bank of America, N.A., as collateral agent for the lenders under
the Company’s Credit Facility and the Collateral Agent, and (ii) pursuant to an
Offer to Purchase and Consent Solicitation Statement and related letter of
transmittal, each dated as of January 27, 2010 (together, the “Offer to
Purchase”), the Company has commenced a cash tender offer (the “Tender Offer”)
for any and all of its outstanding 7.125% notes due 2011 (the “2011 Notes”) and
its 15.75% senior notes due 2014 (the “2014 Notes”) and consent solicitation
(the “Consent Solicitation”) of registered holders of the 2014 Notes to certain
proposed amendments and waivers to the indenture, dated as of June 26, 2009 (as
amended and supplemented, the “2014 Indenture”) among the Company, the
guarantors party thereto and U.S. Bank National Association, as trustee under
the 2014 Indenture.  As described in the Time of Sale Information and
the Offering Memorandum, proceeds from the issuance and sale of the Securities
shall be used to (i) pay consideration to holders who tender their 2011
Notes in the Tender Offer to the extent the Company obtains the requisite
consents under the Consent Solicitation, (ii) repay a portion of the
indebtedness outstanding under the Company’s Credit Facility, (iii) repay funds
borrowed under the Credit Facility to pay consideration to holders who tender
their 2011 Notes to the extent that the Company failed to obtain the requisite
consent under the Consent Solicitation for the 2014 Notes in the tender offer
(iv) pay fees and expenses in connection with the Tender Offer and Consent
Solicitation, the Credit Facility Amendment and the issuance and sale of the
Securities. For purposes of this Agreement, the term “Transactions” shall refer
to, collectively, the issuance and sale of the Securities, the consummation of
the Tender Offer and Consent Solicitation, the entering into of the Credit
Facility Amendment, the entering into of the Intercreditor Agreement and the
payment of related fees and expenses in connection with the
foregoing.

       


      
        
           


        

        
          2

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      Holders
of the Securities (including the Initial Purchasers and their direct and
indirect transferees) will be entitled to the benefits of a Registration Rights
Agreement, to be dated the Closing Date and substantially in the form attached
hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which the
Company and the Guarantors will agree to file one or more registration
statements with the Securities and Exchange Commission (the “Commission”)
providing for the registration under the Securities Act of the resale of the
Securities or the Exchange Securities referred to (and as defined) in the
Registration Rights Agreement.

       

      The
Company hereby confirms its agreement with the several Initial Purchasers
concerning the purchase and resale of the Securities, as follows:

       

      1. Purchase and Resale of the
Securities.

       

      (a) The
Company agrees to issue and sell the Securities to the several Initial
Purchasers as provided in this Agreement, and each Initial Purchaser, on the
basis of the representations, warranties and agreements of the Company and the
Guarantors set forth herein and subject to the conditions set forth herein,
agrees, severally and not jointly, to purchase from the Company the respective
principal amount of Securities set forth opposite such Initial Purchaser’s name
in Schedule 1
hereto at a price equal to 96.984% of the principal amount thereof plus accrued
interest, if any, from February 4, 2010 to the Closing Date.  The
Company will not be obligated to deliver any of the Securities except upon
payment for all the Securities to be purchased as provided herein.

       

      (b) The
Company understands that the Initial Purchasers intend to offer the Securities
for resale on the terms set forth in the Time of Sale
Information.  Each Initial Purchaser, severally and not jointly,
represents, warrants and agrees that:

       

      (i) it is a
qualified institutional buyer within the meaning of Rule 144A under the
Securities Act (a “QIB”) and an accredited investor within the meaning of Rule
501(a) under the Securities Act;

       

      (ii) it has
not solicited offers for, or offered or sold, and will not solicit offers for,
or offer or sell, the Securities by means of any form of general solicitation or
general advertising within the meaning of Rule 502(c) of Regulation D under the
Securities Act (“Regulation D”) or in any manner involving a public offering
within the meaning of Section 4(2) of the Securities Act; and

       

      (iii) it has
not solicited offers for, or offered or sold, and will not solicit offers for,
or offer or sell, the Securities as part of their initial offering
except:

       

      (A) within
the United States to persons whom it reasonably believes to be QIBs in
transactions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and in
connection with each such sale, it has taken or will take reasonable steps to
ensure that the purchaser of the Securities is aware that such sale is being
made in reliance on Rule 144A; or

       

      (B) outside
the United States in accordance with the restrictions set forth in Annex C
hereto.

       


      
        
           


        

        
          3

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      (c) Each
Initial Purchaser acknowledges and agrees that the Company and, for purposes of
the opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f)
and 6(h), counsel for the Company and counsel for the Initial Purchasers,
respectively, may rely upon the accuracy of the representations and warranties
of the Initial Purchasers, and compliance by the Initial Purchasers with their
agreements, contained in paragraph (b) above (including Annex C hereto), and
each Initial Purchaser hereby consents to such reliance.

       

      (d) The
Company and the Guarantors acknowledge and agree that the Initial Purchasers may
offer and sell Securities to or through any affiliate of an Initial Purchaser
and that any such affiliate may offer and sell Securities purchased by it to or
through any Initial Purchaser; provided that such
offers and sales shall be made in a accordance with the provisions of this
Agreement.

       

      (e) The
Company and the Guarantors acknowledge and agree that the Initial Purchasers are
acting solely in the capacity of an arm’s length contractual counterparty to
each of the Company and the Guarantors with respect to the offering of
Securities contemplated hereby (including in connection with determining the
terms of the offering) and not as financial advisors or fiduciaries to, or
agents of, the Company, the Guarantors or any other
person.  Additionally, neither the Representative nor any other
Initial Purchaser is advising the Company, the Guarantors or any other person as
to any legal, tax, investment, accounting or regulatory matters in any
jurisdiction.  The Company and the Guarantors shall consult with their
own advisors concerning such matters and shall be responsible for making their
own independent investigation and appraisal of the transactions contemplated
hereby, and neither the Representative nor any other Initial Purchaser shall
have any responsibility or liability to the Company or the Guarantors with
respect thereto.  Any review by the Representative or any Initial
Purchaser of the Company, the Guarantors and the transactions contemplated
hereby or other matters relating to such transactions will be performed solely
for the benefit of the Representative or such Initial Purchaser, as the case may
be, and shall not be on behalf of the Company, the Guarantors or any other
person.

       

      2. Payment and
Delivery.

       

      (a) Payment
for and delivery of the Securities will be made at the offices of Cahill Gordon
& Reindel llp, 80 Pine Street,
New York, New York 10005 at 10:00 A.M., New York City time, on February 11,
2010, or at such other time or place on the same or such other date, not later
than the third business day thereafter, as the Representative and the Company
may agree upon in writing.  The time and date of such payment and
delivery is referred to herein as the “Closing Date.”

       

      (b) Payment
for the Securities shall be made by wire transfer in immediately available funds
to the account(s) specified by the Company to the Representative against
delivery to the nominee of The Depository Trust Company, for the account of the
Initial Purchasers, of one or more global notes representing the Securities
(collectively, the “Global Note”), with any transfer taxes payable in connection
with the sale of the Securities duly paid by the Company.  The Global
Note will be made available for inspection by the Representative not later than
1:00 P.M., New York City time, on the business day prior to the Closing
Date.

       


      
        
           


        

        
          4

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      3. Representations and
Warranties of the Company and the Guarantors.  The Company and
the Guarantors jointly and severally represent and warrant to each Initial
Purchaser that:

       

      (a) Preliminary Offering Memorandum,
Time of Sale Information and Offering Memorandum.  The
Preliminary Offering Memorandum, as of its date, did not, the Time of Sale
Information, at the Time of Sale, did not, and at the Closing Date, will not,
and the Offering Memorandum, as of its date and as of the Closing Date, will
not, contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that the
Company and the Guarantors make no representation or warranty with respect to
any statements or omissions made in reliance upon and in conformity with
information relating to any Initial Purchaser furnished to the Company in
writing by such Initial Purchaser through the Representative expressly for use
in the Preliminary Offering Memorandum, the Time of Sale Information or the
Offering Memorandum.

       

      (b) Additional Written
Communications.  The Company (including its agents and
representatives, other than the Initial Purchasers in their capacity as such)
has not prepared, made, used, authorized, approved or referred to and will not
prepare, make, use, authorize, approve or refer to any written communication
that constitutes an offer to sell or solicitation of an offer to buy the
Securities (each such communication by the Company or its agents and
representatives (other than a communication referred to in clauses (i), (ii) and
(iii) below) an “Issuer Written Communication”) other than (i) the Preliminary
Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on
Annex A hereto,
including a term sheet or pricing supplement substantially in the form of Annex B hereto, which
constitute part of the Time of Sale Information, and (iv) any electronic road
show or other written communications, in each case used in accordance with
Section 4(c).  Each such Issuer Written Communication, when taken
together with the Time of Sale Information, did not at the Time of Sale, and at
the Closing Date will not, contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading;
provided that
the Company and the Guarantors make no representation and warranty with respect
to any statements or omissions made in each such Issuer Written Communication in
reliance upon and in conformity with information relating to any Initial
Purchaser furnished to the Company in writing by such Initial Purchaser through
the Representative expressly for use in any Issuer Written
Communication.

       

      (c) Incorporated
Documents.  The documents incorporated by reference in each of
the Time of Sale Information and the Offering Memorandum, when filed with the
Commission, conformed or will conform, as the case may be, in all material
respects to the requirements of the Exchange Act and the rules and regulations
of the Commission thereunder, and did not and will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading provided,
however, that no representation is made as to any statement or omission that
shall have been superseded or modified in either (i) a document
subse-

       


      
        
           


        

        
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            Exhibit
10.1

          

        

      


      quently
filed with the Commission and incorporated by reference in each of the Time of
Sale Information and the Offering Memorandum or (ii) each of the Time of Sale
Information and the Offering Memorandum.

       

      (d) Financial
Statements.  The financial statements and the related notes
thereto included or incorporated by reference in each of the Time of Sale
Information and the Offering Memorandum present fairly in all material respects
the consolidated financial position of the Company and its subsidiaries as of
the dates indicated and the consolidated results of their operations and the
changes in their cash flows for the periods specified; such financial statements
have been prepared in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods covered thereby except as
set forth in the Time of Sale Information and the Offering Memorandum; and the
other financial information of the Company and its subsidiaries included or
incorporated by reference in each of the Time of Sale Information and the
Offering Memorandum has been derived from the accounting records of the Company
and its subsidiaries and presents fairly in all material respects the
information shown thereby.

       

      (e) No Material Adverse
Change.  Except as disclosed in the Time of Sale Information
and the Offering Memorandum (exclusive of any amendment or supplement thereto
after the Time of Sale), since the date of the most recent financial statements
of the Company included or incorporated by reference in each of the Time of Sale
Information and the Offering Memorandum (i) there has not been any change in the
capital stock (other than the issuance of the shares of Common Stock, options or
restricted stock units to purchase or acquire shares of Common Stock granted
under, or contracts or commitments pursuant to, the Company’s previous or
currently existing stock option, employee stock purchase and other similar
officer, director or employee benefit plans or the issuance of the Common Stock
upon the exercise of outstanding options and warrants) or long-term debt of the
Company or any of its subsidiaries, or any dividend or distribution of any kind
declared, set aside for payment, paid or made by the Company on any class of
capital stock, or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the business, properties,
management, financial position or results of operations of the Company and its
subsidiaries taken as a whole; (ii) neither the Company nor any of its
subsidiaries has entered into any transaction or agreement that is material to
the Company and its subsidiaries taken as a whole or incurred any liability or
obligation, direct or contingent, that is material to the Company and its
subsidiaries taken as a whole; and (iii) neither the Company nor any of its
subsidiaries has sustained any material loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor disturbance or dispute or any action, order or
decree of any court or arbitrator or governmental or regulatory
authority.

       

      (f) Organization and Good
Standing.  The Company and each of its subsidiaries have been
duly organized and are validly existing and in good standing under the laws of
their respective jurisdictions of organization, are duly qualified to do
business and are in good standing in each jurisdiction in which their respective
ownership or lease of property or the conduct of their respective businesses as
currently conducted requires such qualification, and have all power and
authority necessary to own or hold their re-

       


      
        
           


        

        
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            Exhibit
10.1

          

        

      


      spective
properties and to conduct the businesses in which they are engaged, except where
the failure to be so qualified, in good standing or have such power or authority
would not, individually or in the aggregate, have a material adverse effect on
the business, properties, financial position or results of operations of the
Company and its subsidiaries taken as a whole or on the performance by the
Company and the Guarantors of their obligations under the Securities and the
Guarantees (a “Material Adverse Effect”).  The Company does not own or
control, directly or indirectly, any corporation, association or other entity
other than the subsidiaries listed in Schedule 3 to this
Agreement.

       

      (g) Capitalization.  The
Company has an authorized capitalization as set forth in each of the Time of
Sale Information and the Offering Memorandum under the heading “Capitalization”;
and all the outstanding shares of capital stock or other equity interests of the
subsidiaries of the Company have been duly and validly authorized and issued,
are, to the extent applicable, fully paid and non-assessable and are owned
directly or indirectly by the Company, free and clear of any lien, charge,
encumbrance, security interest, restriction on voting or transfer or any other
claim of any third party.

       

      (h) Due
Authorization.  The Company and each of the Guarantors have
full right, power and authority to execute and deliver this Agreement, the
Securities, the Indenture (including each Guarantee set forth therein), the
Exchange Securities, the Registration Rights Agreement, the Security Documents
(as defined in Section 13), the Intercreditor Agreement and the Credit Facility
Amendment  (collectively, the “Transaction Documents”), grant security
interests in the Collateral thereunder and perform their respective obligations
hereunder and thereunder; and, on the Closing Date, all action required to be
taken for the granting of the security interests in the Collateral and the
consummation of the Transactions has been duly and validly taken.

       

      (i) The Indenture.  The
Indenture has been duly authorized by the Company and each of the Guarantors
and, when duly executed and delivered in accordance with its terms by each of
the parties thereto, will constitute a valid and legally binding agreement of
the Company and each of the Guarantors enforceable against the Company and each
of the Guarantors in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally or by equitable principles relating to
enforceability including principles of good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or equity)
(collectively, the “Enforceability Exceptions”); and on the Closing Date, the
Indenture will conform in all material respects to the requirements of the Trust
Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and
regulations of the Commission applicable to an indenture that is qualified
thereunder.

       

      (j) The Securities and the
Guarantees.  The Securities have been duly authorized by the
Company and, when duly executed, authenticated, issued and delivered as provided
in the Indenture and paid for as provided herein, will be duly and validly
issued and outstanding and will constitute valid and legally binding obligations
of the Company enforceable against the Company in accordance with their terms,
subject to the Enforceability Exceptions, and will be entitled to the benefits
of the Indenture; and the Guarantees

       


      
        
           


        

        
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            Exhibit
10.1

          

        

      


      have been
duly authorized by each of the Guarantors and, when the Securities have been
duly executed, authenticated, issued and delivered as provided in the Indenture
and paid for as provided herein, the Guarantees will be valid and legally
binding obligations of each of the respective Guarantors, enforceable against
each of the respective Guarantors in accordance with their terms, subject to the
Enforceability Exceptions, and will be entitled to the benefits of the
Indenture.

       

      (k) The Exchange
Securities.  On the Closing Date, the Exchange Securities
(including the related Guarantees) will have been duly authorized by the Company
and each of the Guarantors and, when duly executed, authenticated, issued and
delivered as contemplated by the Registration Rights Agreement and in accordance
with the provisions of the Indenture, will be duly and validly issued and
outstanding and will constitute valid and legally binding obligations of the
Company as issuer with respect to the Exchange Securities, and each of the
Guarantors, as guarantors, with respect to the respective Guarantees related to
the Exchange Securities, enforceable against the Company and each of the
respective Guarantors in accordance with their terms, subject to the
Enforceability Exceptions, and will be entitled to the benefits of the
Indenture.

       

      (l) Purchase and Registration Rights
Agreements.  This Agreement has been duly authorized, executed
and delivered by the Company and each of the Guarantors.  The
Registration Rights Agreement has been duly authorized by the Company and each
of the Guarantors and on the Closing Date will be duly executed and delivered by
the Company and each of the Guarantors and, when duly executed and delivered in
accordance with its terms by each of the parties thereto, will constitute a
valid and legally binding agreement of the Company and each of the Guarantors
enforceable against the Company and each of the Guarantors in accordance with
its terms, subject to the Enforceability Exceptions, and except that rights to
indemnity and contribution thereunder may be limited by applicable law and
public policy.

       

      (m) Other Transaction
Documents.  (i) The Security Documents have been duly
authorized by the Company and each Guarantor to the extent a party thereto, (ii)
the Credit Facility Amendment has been duly authorized by the Company and each
Guarantor to the extent a party thereto and (iii) the Intercreditor Agreement
has been duly authorized by the Company and each Guarantor to the extent a party
thereto.  When the Credit Facility Amendment, the Intercreditor
Agreement and each of the Security Documents have been duly executed and
delivered, each of the Credit Facility Amendment, the Intercreditor Agreement
and the Security Documents will constitute legal, valid and binding agreements
of the Company and each Guarantor to the extent a party thereto, enforceable
against the Company and each Guarantor to the extent a party thereto in
accordance with their terms, subject to the Enforceability
Exceptions.

       

      (n) Descriptions of the Transaction
Documents.  Each Transaction Document conforms in all material
respects to the description, if any, thereof contained in each of the Time of
Sale Information and the Offering Memorandum.

       

      (o) No Violation or
Default.  Neither the Company nor any of its subsidiaries is
(i) in violation of its charter or by-laws or similar organizational documents;
(ii) in de

       


      
        
           


        

        
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            Exhibit
10.1

          

        

      


      fault,
and no event has occurred that, with notice or lapse of time or both, would
constitute such a default, in the due performance or observance of any term,
covenant or condition contained in any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries is
bound or to which any of the property or assets of the Company or any of its
subsidiaries is subject; or (iii) in violation of any applicable law or statute
or any judgment, order, rule or regulation of any court or arbitrator or
governmental or regulatory authority having jurisdiction over the Company or its
subsidiaries or any of their properties, except, in the case of clauses (ii) and
(iii) above, for any such default or violation that would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse
Effect.

       

      (p) No Conflicts.  The
execution, delivery and performance by the Company and each of the Guarantors of
each of the Transaction Documents to which each is a party, the issuance and
sale of the Securities (including the Guarantees) and compliance by the Company
and each of the Guarantors with the terms thereof, the granting of the security
interest in the Collateral and the consummation of the Transactions contemplated
by the Transaction Documents will not (i) upon the effectiveness of the Credit
Facility Amendment in accordance with its terms, conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or any of its
subsidiaries (other than any lien, charge or encumbrance created or imposed by
the Transaction Documents) pursuant to, any indenture, lease, mortgage, deed of
trust, loan agreement or other agreement or instrument to which the Company or
any of its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of the Company
or any of its subsidiaries is subject, (ii) result in any violation of the
provisions of the charter or by-laws or similar organizational documents of the
Company or any of its subsidiaries or (iii) assuming the accuracy of the
representations and warranties of the Initial Purchasers contained herein and
their compliance with their agreements contained herein, result in the violation
of any applicable law or statute or any judgment, order, rule or regulation of
any court or arbitrator or governmental or regulatory authority having
jurisdiction over the Company or any of its subsidiaries or any of their
properties, except, in the case of clauses (i) and (iii) above, for any such
conflict, breach, violation or default that would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.

       

      (q) No Consents
Required.  Assuming the accuracy of the representations and
warranties of the Initial Purchasers contained herein and their compliance with
their agreements contained herein, no consent, approval, authorization, order,
registration or qualification of or with any court or arbitrator or governmental
or regulatory authority is required on the part of the Company or the Guarantors
for the execution, delivery and performance by the Company and each of the
Guarantors of each of the Transaction Documents to which each is a party, the
issuance and sale of the Securities (including the Guarantees) and compliance by
the Company and each of the Guarantors with the terms thereof and the
consummation of the Transactions contemplated by the Transaction Documents,
except for (i) such consents, approvals, authorizations, orders and
registrations or qualifications as have been obtained, (ii) such consents,
approvals, authorizations, orders

       


      
        
           


        

        
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            Exhibit
10.1

          

        

      


      and
registrations or qualifications as may be required (1) under applicable state
and foreign securities laws in connection with the purchase and resale of the
Securities by the Initial Purchasers, (2) with respect to the Exchange
Securities (including the related guarantees) under the Securities Act, the
Trust Indenture Act and applicable state securities laws as contemplated by the
Registration Rights Agreement, (3) under the Uniform Commercial Code as
from time to time in effect in the relevant jurisdictions or other relevant
personal property security legislation, each as from time to time in effect in
the relevant jurisdictions or (4) by the United States Patent and Trademark
Office or the United States Copyright Office or the applicable intellectual
property legislation, rules or regulations in effect in the other relevant
jurisdictions and (iii) such consents, approvals, authorizations, orders and
registrations or qualifications as are expressly contemplated by the Transaction
Documents.

       

      (r) Legal
Proceedings.  Except as described in each of the Time of Sale
Information and the Offering Memorandum, there are no legal, governmental or
regulatory investigations, actions, suits or proceedings pending to which the
Company or any of its subsidiaries is a party or may be a party or to which any
property of the Company or any of its subsidiaries, to the knowledge of the
Company is or may be subject that, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect; and to the Company’s
knowledge, no such investigations, actions, suits or proceedings are threatened
or contemplated by any governmental or regulatory authority or by
others.

       

      (s) Independent
Accountants.  Deloitte & Touche LLP, who have certified
certain financial statements of the Company and its subsidiaries, are
independent public accountants with respect to the Company and its subsidiaries
within the applicable rules and regulations adopted by the Commission and the
Public Company Accounting Oversight Board (United States) and as required by the
Securities Act.

       

      (t) Title to Real and Personal
Property.  Except as disclosed in each of the Time of Sale
Information and the Offering Memorandum, the Company and its subsidiaries have
good and marketable title in fee simple to, or have valid rights to lease or
otherwise use, all items of real and personal property that are material to the
respective businesses of the Company and its subsidiaries, in each case free and
clear of all liens, encumbrances, claims and defects and imperfections of title,
except those that (i) do not materially interfere with the use made and proposed
to be made of such property by the Company and its subsidiaries or (ii) would
not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect.

       

      (u) Title to Intellectual
Property.  Except as would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect or as set
forth in the Time of Sale Information and the Offering Memorandum, the Company
and its subsidiaries own or possess adequate rights to use all material patents,
patent applications, trademarks, service marks, trade names, trademark
registrations, service mark registrations, copyrights, licenses and know-how
(including trade secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures) necessary for the conduct of
their respective businesses; and the conduct of their respective businesses will
not conflict in any material respect with any such rights of oth-

       


      
        
           


        

        
          10

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      ers, and
the Company and its subsidiaries have not received any notice of any claim of
infringement of or conflict with any such rights of others that if true would
result in a Material Adverse Effect.

       

      (v) No Undisclosed
Relationships.  No relationship, direct or indirect, exists
between or among the Company or any of its subsidiaries, on the one hand, and
the directors, officers, stockholders or other affiliates of the Company or any
of its subsidiaries, on the other, that would be required by the Securities Act
to be described in a registration statement to be filed with the Commission and
that is not so described in each of the Time of Sale Information and the
Offering Memorandum.

       

      (w) Investment Company
Act.  Neither the Company nor any of its subsidiaries is, and
after giving effect to the offering and sale of the Securities and the
application of the proceeds thereof as described in each of the Time of Sale
Information and the Offering Memorandum none of them will be, an “investment
company” or an entity “controlled” by an “investment company” within the meaning
of the Investment Company Act of 1940, as amended, and the rules and regulations
of the Commission thereunder (collectively, the “Investment Company
Act”).

       

      (x) Taxes.  Except, in
each case, for (i) any such taxes or tax deficiencies that are currently being
contested in good faith by appropriate proceedings and for which the Company has
established adequate reserves in accordance with generally accepted accounting
principles or (ii) would not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect, (1) the Company and its
subsidiaries have paid all federal, state, local and foreign taxes and filed all
tax returns required to be paid or filed through the date hereof and (2) there
is no tax deficiency that has been, or could reasonably be expected to be,
asserted against the Company or any of its subsidiaries or any of their
respective properties or assets.

       

      (y) Licenses and
Permits.  The Company and its subsidiaries possess all
licenses, certificates, permits and other authorizations issued by, and have
made all declarations and filings with, the appropriate federal, state, local or
foreign governmental or regulatory authorities that are necessary for the
ownership or lease of their respective properties or the conduct of their
respective businesses as described in each of the Time of Sale Information and
the Offering Memorandum, except where the failure to possess or make the same
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect; and except as described in each of the Time of Sale
Information and the Offering Memorandum, neither the Company nor any of its
subsidiaries has received notice of any revocation or modification of any such
license, certificate, permit or authorization or has any reason to believe that
any such license, certificate, permit or authorization will not be renewed in
the ordinary course except where such revocation, modification or non-renewal
would not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect.

       

      (z) No Labor
Disputes.  Except as disclosed in the Time of Sale Information
and Offering Memorandum, no labor disturbance by or dispute with employees of
the Company or any of its subsidiaries exists or, to the knowledge of the
Company and each

       


      
        
           


        

        
          11

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      of the
Guarantors, is contemplated or threatened and neither the Company nor any
Guarantor is aware of any existing or imminent labor disturbance by, or dispute
with, the employees of any of the Company’s or the Company’s subsidiaries’
principal suppliers, except, in each case, as would not reasonably be expected
have a Material Adverse Effect.

       

      (aa) Compliance with Environmental
Laws.  (i) The Company and its subsidiaries (x) are in
compliance with any and all applicable federal, state and local laws, rules,
regulations, requirements, decisions and orders relating to the protection of
human health or safety, the environment, natural resources, hazardous or toxic
substances or wastes, pollutants or contaminants (collectively, “Environmental
Laws”), (y) have received and are in compliance with all permits, licenses,
certificates or other authorizations or approvals required of them under
applicable Environmental Laws to conduct their respective businesses, and (z)
have not received notice of any actual or potential liability under or relating
to any Environmental Laws, including for the investigation or remediation of any
disposal or release of hazardous or toxic substances or wastes, pollutants or
contaminants; (ii) there are no costs or liabilities associated with
Environmental Laws of or relating to the Company or its subsidiaries, except in
the case of each of clauses (i) and (ii) above, for any such failure to comply,
or failure to receive required permits, licenses, certificates, or other
authorizations or approvals, or cost or liability, as would not, individually or
in the aggregate, have a Material Adverse Effect or would not require disclosure
pursuant to the Commission’s Regulation S-K. Except as described in each of the
Time of Sale Information and the Offering Memorandum, (x) there are no
proceedings that are pending, or that are known by the Company to be
contemplated, against the Company or any of its subsidiaries under any
Environmental Laws in which a governmental entity is also a party, other than
such proceedings regarding which it is reasonably believed no monetary sanctions
of $10.0 million or more will be imposed, (y) the Company and its subsidiaries
are not aware of any noncompliance by them with Environmental Laws, or
liabilities or other obligations of them under Environmental Laws or laws
concerning hazardous or toxic substances or wastes, pollutants or contaminants,
that would reasonably be expected to have a Material Adverse
Effect.

       

      (bb) Compliance with
ERISA.  Each employee benefit plan, within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), for which the Company or any member of its “Controlled Group”
(defined as any organization which is a member of a controlled group of
corporations within the meaning of Section 414 of the Internal Revenue Code of
1986, as amended (the “Code”)) would have any liability (each, a
“Plan”)  is in compliance in all material respects with the applicable
provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is
intended to qualify under Section 401(a) of the Code has received a favorable
determination letter from the United States Internal Revenue
Service  (the “IRS”) or an application for such a letter is currently
being processed by the IRS with respect thereto, has been established under a
prototype plan for which an IRS opinion letter has been obtained by the plan
sponsor and is valid as to the adopting employer, or is within its applicable
remedial amendment period under Section 401(b) of the Code and, to the knowledge
of the Company, nothing has occurred which would prevent, or cause the loss of,
such qualification. No Plan has failed prior to, or after, the effectiveness of
the Pension Protection Act of 2006, as amended from time to time (the “Pension
Act”), to satisfy the minimum

       


      
        
           


        

        
          12

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      funding
standard within the meaning of Section 412 of the Code or Section 302 of ERISA,
as of the last day of the most recent fiscal year of such Plan ended prior to
the date as of which this representation is made. Neither the Company nor any
trade or business (whether or not incorporated) under common control with the
Company within the meaning of Section 414(b) or (c) of the Code (and Sections
414(m) and (o) of the Code for purposes of provisions relating to Section 412 of
the Code)  is (A) prior to the effectiveness of the Pension Act,
required to give security to any Plan pursuant to Section 401(a)(29) of the Code
or Section 307 of ERISA, or on or after the effectiveness of the Pension Act,
required to make an additional contribution or give security to any Plan
pursuant to Section 436 of the Code or Section 206(g) of ERISA, or (B) subject
to a lien in favor of a Plan, under either Section 302(f) of ERISA or Section
412(m) of the Code prior to the effectiveness of the Pension Act, or under
Section 303(k) of the ERISA or Section 430(k) of the Code on and after the
effectiveness of the Pension Act.

       

      (cc) Disclosure
Controls.  The Company and its subsidiaries maintain an
effective system of “disclosure controls and procedures” (as defined in Rule
13a-15(e) of the Exchange Act) that is designed to ensure that information
required to be disclosed by the Company in reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Commission’s rules and forms, including
controls and procedures designed to ensure that such information is accumulated
and communicated to the Company’s management as appropriate to allow timely
decisions regarding required disclosure.  The Company and its
subsidiaries have carried out evaluations of the effectiveness of their
disclosure controls and procedures as required by Rule 13a-15 of the Exchange
Act.

       

      (dd) Accounting
Controls.  The Company and its subsidiaries maintain systems of
“internal control over financial reporting” (as defined in Rule 13a-15(f) of the
Exchange Act) that comply with the requirements of the Exchange Act and have
been designed by, or under the supervision of, their respective principal
executive and principal financial officers, or persons performing similar
functions, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles.  The Company maintains internal accounting controls
sufficient to provide reasonable assurance (i) that the maintenance of records
is in reasonable detail that accurately and fairly reflects the transactions and
disposition of assets; (ii) that transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally accepted
accounting principles and receipts and expenditures are being made only in
accordance with the authorizations of management and directors; and (iii)
regarding prevention or timely detection of unauthorized acquisitions, use or
disposition of the Company’s and its Subsidiaries’ assets that could have a
material effect on the Company’s consolidated financial statements. Except as
disclosed in each of the Time of Sale Information and the Offering Memorandum,
there are no material weaknesses or significant deficiencies in the Company’s
internal controls.

       

      (ee) Insurance.  The
Company and its subsidiaries have insurance covering their respective
properties, operations, personnel and businesses, which insurance is in amounts
as is customary for companies engaged in similar businesses in similar
indus

       


      
        
           


        

        
          13

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      tries and
neither the Company nor any of its subsidiaries has any reason to believe that
it will not be able to renew its existing insurance coverage as and when such
coverage expires or to obtain similar coverage at a reasonable cost from similar
insurers as may be necessary to continue its business.

       

      (ff) No Unlawful
Payments.  Neither the Company nor any of its subsidiaries nor,
to the knowledge of the Company and each of the Guarantors, any director,
officer, agent, employee or any other person acting on behalf of the Company or
any of its subsidiaries has (i) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expense relating to
political activity; (ii) made any direct or indirect unlawful payment to any
foreign or domestic government official or employee from corporate funds; (iii)
violated or is in violation of any provision of the Foreign Corrupt Practices
Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback
or other unlawful payment.

       

      (gg) Compliance with Money Laundering
Laws.  The operations of the Company and its subsidiaries are
and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements of the Currency and Foreign
Transactions Reporting Act of 1970, as amended, the money laundering statutes of
all relevant jurisdictions, the rules and regulations thereunder and any
applicable related or similar rules, regulations or guidelines, issued,
administered or enforced by any governmental agency (collectively, the “Money
Laundering Laws”) and no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the Company
or any of its subsidiaries with respect to the Money Laundering Laws is pending
or, to the knowledge of the Company, threatened.

       

      (hh) Compliance with
OFAC.  None of the Company, any of its subsidiaries or, to the
knowledge of the Company, any director, officer, agent, employee or affiliate of
the Company or any of its subsidiaries is currently subject to any U.S.
sanctions administered by the Office of Foreign Assets Control of the U.S.
Department of the Treasury (“OFAC”); and the Company will not directly or
indirectly use the proceeds of the offering of the Securities hereunder, or
lend, contribute or otherwise make available such proceeds to any subsidiary,
joint venture partner or other person or entity, for the purpose of financing
the activities of any person currently subject to any U.S. sanctions
administered by OFAC.

       

      (ii) Solvency.  On and
immediately after the Closing Date, the Company (after giving effect to the
issuance of the Securities and the Refinancing (as defined in the Time of Sale
Information and the Offering Memorandum) and the other Transactions as described
in each of the Time of Sale Information and the Offering Memorandum) will be
Solvent.  As used in this paragraph, the term “Solvent” means, with
respect to a particular date, that on such date (i) the present fair market
value (or present fair saleable value) of the assets of the Company is not less
than the total amount required to pay the liabilities of the Company on its
total existing debts and liabilities (including contingent liabilities) as they
become absolute and matured; (ii) the Company is able to realize upon its assets
and pay its debts and other liabilities, contingent obligations and commitments
as they mature and become due in the normal course of business; (iii) assuming
consummation of

       


      
        
           


        

        
          14

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      the
issuance of the Securities as contemplated by this Agreement, the Time of Sale
Information and the Offering Memorandum, the Company is not incurring debts or
liabilities beyond its ability to pay as such debts and liabilities mature; and
(iv) the Company is not engaged in any business or transaction, and does not
propose to engage in any business or transaction, for which its property would
constitute unreasonably small capital after giving due consideration to the
prevailing practice in the industry in which the Company is
engaged.

       

      (jj) No Restrictions on
Subsidiaries.  No subsidiary of the Company is currently
prohibited, directly or indirectly, under any agreement or other instrument to
which it is a party or is subject, from paying any dividends to the Company,
from making any other distribution on such subsidiary’s capital stock to the
Company or any subsidiary, from repaying to the Company any loans or advances to
such subsidiary from the Company or from transferring any of such subsidiary’s
properties or assets to the Company or any other subsidiary of the Company in
each case, except for restrictions contemplated by the Indenture and except for
restrictions permitted by the Credit Agreement that the Company has determined
are not likely to materially impair the Company’s ability to make scheduled
payments or principal and interest on the Notes when due.

       

      (kk) No Broker’s
Fees.  Neither the Company nor any of its subsidiaries is a
party to any contract, agreement or understanding with any person (other than
this Agreement) that would give rise to a valid claim against any of them or any
Initial Purchaser for a brokerage commission, finder’s fee or like payment in
connection with the offering and sale of the Securities.

       

      (ll) Rule 144A
Eligibility.  On the Closing Date, the Securities will not be
of the same class as securities listed on a national securities exchange
registered under Section 6 of the Exchange Act or quoted in an automated
inter-dealer quotation system; and each of the Preliminary Offering Memorandum
and the Offering Memorandum, as of its respective date, contains or will contain
all the information that, if requested by a prospective purchaser of the
Securities, would be required to be provided to such prospective purchaser
pursuant to Rule 144A(d)(4) under the Securities Act.

       

      (mm) No
Integration.  Neither the Company nor any of its affiliates (as
defined in Rule 501(b) of Regulation D) has, directly or through any agent,
sold, offered for sale, solicited offers to buy or otherwise negotiated in
respect of, any security (as defined in the Securities Act), that is or will be
integrated with the sale of the Securities in a manner that would require
registration of the Securities under the Securities Act.

       

      (nn) No General Solicitation or Directed
Selling Efforts.  None of the Company or any of its affiliates
(as defined in Rule 501(b) of Regulation D) or any other person acting on its or
their behalf (other than the Initial Purchasers or persons acting on their
behalf, as to which no representation is made) has (i) solicited offers for, or
offered or sold, the Securities by means of any form of general solicitation or
general advertising within the meaning of Rule 502(c) of Regulation D or in any
manner involving a public offering within the meaning of Section 4(2) of the
Securities Act or (ii) engaged in any directed selling efforts within the
meaning of Regulation S under the Securities Act

       


      
        
           


        

        
          15

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      (“Regulation
S”), and all such persons have complied with the offering restrictions
requirement of Regulation S.

       

      (oo) Securities Law
Exemptions.  Assuming the accuracy of the representations and
warranties of the Initial Purchasers contained in Section 1(b) (including Annex C hereto) and
their compliance with their agreements set forth herein, it is not necessary, in
connection with the issuance and sale of the Securities to the Initial
Purchasers and the offer, resale and delivery of the Securities by the Initial
Purchasers in the manner contemplated by this Agreement, the Time of Sale
Information and the Offering Memorandum (it being understood that no
representation is given as to any subsequent resale of the Securities by
purchasers of the Securities from the Initial Purchasers), to register the
Securities under the Securities Act or to qualify the Indenture under the Trust
Indenture Act.

       

      (pp) No
Stabilization.  Neither the Company nor any of the Guarantors
has taken, directly or indirectly, any action designed to or that could
reasonably be expected to cause or result in any stabilization or manipulation
of the price of the Securities.

       

      (qq) Forward-Looking
Statements.  No forward-looking statement (within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act)
contained or incorporated by reference in any of the Time of Sale Information or
the Offering Memorandum has been made or reaffirmed without a reasonable basis
or has been disclosed other than in good faith.

       

      (rr) Statistical and Market
Data.  Nothing has come to the attention of the Company that
has caused the Company to believe that the statistical and market-related data
included or incorporated by reference in each of the Time of Sale Information
and the Offering Memorandum is not based on or derived from sources that are
reliable and accurate in all material respects.

       

      (ss) Sarbanes-Oxley
Act.  The Company and each of the Company’s directors or
officers, in their capacities as such, has complied in all material respects
with the provision of the Sarbanes-Oxley Act of 2002 and the rules and
regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”),
including Section 402 related to loans and Sections 302 and 906 related to
certifications.

       

      (tt) Liens and Security Interests in
Personal Property.  The Security Documents, when executed and
delivered, will create in favor of the Collateral Agent for the benefit of the
holders of Securities, the Collateral Agent and the Trustee on behalf of the
holders of the Securities, valid and enforceable first-priority security
interests (subject to Permitted Liens) in and liens on the rights of the Company
and each Guarantor in the property in which a security interest is purported to
be granted under such Security Documents and upon, or as a result of, the filing
of Uniform Commercial Code financing statements in appropriate form and with the
appropriate governmental authorities (including payment of all necessary fees
and taxes) and upon the taking of the other actions described in the Security
Documents, such security interests in the rights of the Company and each
Guarantor in such property will constitute a perfected security interest in
all

       


      
        
           


        

        
          16

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      right,
title and interest in the property in which a security interest is purported to
be granted to the extent such perfection can be obtained upon the taking of such
actions and will be subject only to Permitted Liens.

       

      (uu) Transfer of
Collateral.  The Company and the Guarantors collectively own,
have rights in or have the power to transfer rights in the Collateral, free and
clear of any liens other than (i) the security interests granted pursuant to the
Security Documents, (ii) Liens expressly permitted to exist on the Collateral
under the Indenture.

       

      Any
certificate signed by any officer of the Company, the Guarantors or their
respective subsidiaries and delivered to the Initial Purchasers or counsel for
the Initial Purchasers in connection with the offering of the Securities and,
when issued, the Guarantees, shall be deemed a joint and several representation
and warranty by each of the Company, the Guarantors and their respective
subsidiaries, as to matters covered thereby, to the Initial
Purchasers.

       

      4. Further Agreements of the
Company and the Guarantors.  The Company and each of the
Guarantors jointly and severally covenant and agree with each Initial Purchaser
that:

       

      (a) Delivery of
Copies.  Until the earlier to occur of (i) the completion of
the initial resale of the Securities by the Initial Purchasers and (ii) the nine
month anniversary of the Closing Date, the Company will deliver, without charge,
to the Initial Purchasers as many copies of the Preliminary Offering Memorandum,
any other Time of Sale Information, any Issuer Written Communication and the
Offering Memorandum (including all amendments and supplements thereto) as the
Representative may reasonably request.

       

      (b) Offering Memorandum, Amendments or
Supplements.  During the period beginning the date hereof and
the ending upon the earlier to occur of (i) the completion of the initial resale
of the Securities by the Initial Purchasers and (ii) the nine month anniversary
of the Closing Date, before finalizing the Offering Memorandum or making or
distributing any amendment or supplement to any of the Time of Sale Information
or the Offering Memorandum or filing with the Commission any document that will
be incorporated by reference therein, the Company will furnish to the
Representative and counsel for the Initial Purchasers a copy of the proposed
Offering Memorandum or such amendment or supplement or document to be
incorporated by reference therein for review, and will not distribute any such
proposed Offering Memorandum, amendment or supplement or file any such document
with the Commission to which the Representative reasonably objects; provided, however, that the
Representative shall not object to any such filing if the Company obtains advice
of outside counsel that such filing is required under the rules and regulations
of the Securities Act or Exchange Act; provided further that the Company shall
have the right to file with the Commission any report required to be filed by
the Company under the Exchange Act (based on the advice of the Company’s
internal or external counsel) no later than the time period required by the
Exchange Act.

       

      (c) Additional Written
Communications.  Before making, preparing, using, authorizing,
approving or referring to any Issuer Written Communication, the Company will
furnish to the Representative and counsel for the Initial Purchasers a copy of
such

       


      
        
           


        

        
          17

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      written
communication for review and will not make, prepare, use, authorize, approve or
refer to any such written communication to which the Representative reasonably
objects.

       

      (d) Notice to the
Representative.  The Company will advise the Representative
promptly, and confirm such advice in writing, (i) of the issuance by any
governmental or regulatory authority of any order preventing or suspending the
use of any of the Time of Sale Information, any Issuer Written Communication or
the Offering Memorandum or the initiation or threatening of any proceeding for
that purpose; (ii) of the occurrence of any event at any time prior to the
completion of the initial offering of the Securities as a result of which any of
the Time of Sale Information, any Issuer Written Communication or the Offering
Memorandum as then amended or supplemented would include any untrue statement of
a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances existing when such Time of
Sale Information, Issuer Written Communication or the Offering Memorandum is
delivered to a purchaser, not misleading; and (iii) of the receipt by the
Company of any notice with respect to any suspension of the qualification of the
Securities for offer and sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and the Company will use its
commercially reasonable efforts to prevent the issuance of any such order
suspending any such qualification of the Securities and, if any such order is
issued, will use commercially reasonable efforts to obtain as soon as possible
the withdrawal thereof.

       

      (e) Time of Sale
Information.  If at any time prior to the Closing Date (i) any
event shall occur or condition shall exist as a result of which any of the Time
of Sale Information as then amended or supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading or (ii) it is necessary to amend or
supplement any of the Time of Sale Information to comply with applicable law,
the Company will promptly notify the Initial Purchasers thereof and forthwith
prepare and, subject to paragraph (b) above, furnish to the Initial Purchasers
such amendments or supplements to any of the Time of Sale Information (or any
document to be filed with the Commission and incorporated by reference therein)
as may be necessary so that the statements in any of the Time of Sale
Information as so amended or supplemented will not, in light of the
circumstances under which they were made, be misleading or so that any of the
Time of Sale Information will comply with applicable law.

       

      (f) Ongoing Compliance of the Offering
Memorandum.  If at any time prior to the earlier of (i) the
completion of the initial resale of the Securities and (ii) the nine month
anniversary of the Closing Date, (i) any event shall occur or condition shall
exist as a result of which the Offering Memorandum as then amended or
supplemented would include any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances existing when the Offering Memorandum is
delivered to a purchaser, not misleading or (ii) it is necessary to amend or
supplement the Offering Memorandum to comply with applicable law, the Company
will promptly notify the Initial Purchasers thereof and forthwith prepare and,
subject to paragraph (b) above, furnish to the Initial Purchasers such
amendments or supplements to the Offering Memorandum (or any document to be
filed with the Com-

       


      
        
           


        

        
          18

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      mission
and incorporated by reference therein) as may be necessary so that the
statements in the Offering Memorandum as so amended or supplemented (including
such document to be incorporated by reference therein) will not, in the light of
the circumstances existing when the Offering Memorandum is delivered to a
purchaser, be misleading or so that the Offering Memorandum will comply with
applicable law.

       

      (g) Blue Sky
Compliance.  The Company will qualify the Securities for offer
and sale under the securities or Blue Sky laws of such jurisdictions (including
Canada) as the Representative shall reasonably request and will continue such
qualifications in effect so long as required for the initial offering and resale
of the Securities by the Initial Purchasers; provided that neither
the Company nor any of the Guarantors shall be required to (i) qualify as a
foreign corporation or other entity or as a dealer in securities in any such
jurisdiction where it would not otherwise be required to so qualify, (ii) file
any general consent to service of process in any such jurisdiction or (iii)
subject itself to taxation in any such jurisdiction if it is not otherwise so
subject.

       

      (h) Clear
Market.  During the period from the date hereof through and
including the date that is 90 days after the date hereof, neither the Company
nor any of the Guarantors will, without the prior written consent of J.P. Morgan
Securities Inc., Banc of America Securities LLC and Credit Suisse Securities
(USA) LLC, offer, sell, contract to sell or otherwise dispose of any debt
securities issued or guaranteed by the Company or any of the Guarantors and
having a tenor of more than one year; provided that the
foregoing shall not apply to the sale of Securities under this Agreement or the
Exchange Securities.

       

      (i) Use of
Proceeds.  The Company will apply the net proceeds from the
sale of the Securities as described in each of the Time of Sale Information and
the Offering Memorandum under the heading “Use of proceeds”.

       

      (j) Supplying
Information.  While the Securities remain outstanding and are
“restricted securities” within the meaning of Rule 144(a)(3) under the
Securities Act, the Company and each of the Guarantors will, during any period
in which the Company is not subject to and in compliance with Section 13 or
15(d) of the Exchange Act, furnish to holders of the Securities and prospective
purchasers of the Securities designated by such holders, upon the request of
such holders or such prospective purchasers, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

       

      (k) DTC.  The Company
will use its commercially reasonable efforts to assist the Initial Purchasers in
arranging for the Securities to be eligible for clearance and settlement through
The Depository Trust Company (“DTC”).

       

      (l) No Resales by the
Company.  Until the earlier of the one year anniversary of the
Closing Date and the completion of the exchange offer contemplated by the
Registration Rights Agreement, the Company will not, and will not permit any of
its affiliates (as defined in Rule 144 under the Securities Act) to, resell any
of the Securities that have been acquired by any of them, except for sales of
Securities purchased by the Company or any of its affiliates and resold in a
transaction registered under the Securities Act.

       


      
        
           


        

        
          19

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      (m) No
Integration.  Neither the Company nor any of its affiliates (as
defined in Rule 501(b) of Regulation D) will, directly or through any agent,
sell, offer for sale, solicit offers to buy or otherwise negotiate in respect
of, any security (as defined in the Securities Act), that is or will be
integrated with the sale of the Securities in a manner that would require
registration of the Securities under the Securities Act.

       

      (n) No General Solicitation or Directed
Selling Efforts.  None of the Company or any of its affiliates
or any other person acting on its or their behalf (other than the Initial
Purchasers and persons acting on their behalf, as to which no covenant is given)
will (i) solicit offers for, or offer or sell, the Securities by means of any
form of general solicitation or general advertising within the meaning of Rule
502(c) of Regulation D or in any manner involving a public offering within the
meaning of Section 4(2) of the Securities Act or (ii) engage in any directed
selling efforts within the meaning of Regulation S, and all such persons will
comply with the offering restrictions requirement of Regulation S.

       

      (o) No
Stabilization.  Neither the Company nor any of the Guarantors
will take, directly or indirectly, any action designed to or that could
reasonably be expected to cause or result in any stabilization or manipulation
of the price of the Securities.

       

      5. Certain Agreements of the
Initial Purchasers.  Each Initial Purchaser hereby represents
and agrees that it has not and will not use, authorize use of, refer to, or
participate in the planning for use of, any written communication that
constitutes an offer to sell or the solicitation of an offer to buy the
Securities other than (i) the Preliminary Offering Memorandum and the Offering
Memorandum, (ii) a written communication that contains no “issuer information”
(as defined in Rule 433(h)(2) under the Securities Act) that was not included
(including through incorporation by reference) in the Preliminary Offering
Memorandum or the Offering Memorandum, (iii) any written communication listed on
Annex A or
prepared pursuant to Section 4(c) above (including any electronic road show),
(iv) any written communication prepared by such Initial Purchaser and approved
by the Company in advance in writing or (v) any written communication relating
to or that contains the terms of the Securities and/or other information that
was included (including through incorporation by reference) in the Preliminary
Offering Memorandum or the Offering Memorandum.

       

      6. Conditions of Initial
Purchasers’ Obligations.  The obligation of each Initial
Purchaser to purchase Securities on the Closing Date as provided herein is
subject to the performance in all material respects by the Company and each of
the Guarantors of their respective covenants and other obligations hereunder and
to the following additional conditions:

       

      (a) Representations and
Warranties.  The representations and warranties of the Company
and the Guarantors contained herein shall be true and correct on the date hereof
and on and as of the Closing Date; and the statements of the Company, the
Guarantors and their respective officers made in any certificates delivered
pursuant to this Agreement shall be true and correct on and as of the Closing
Date.

       

      (b) No
Downgrade.  Subsequent to the earlier of (A) the Time of Sale
and (B) the execution and delivery of this Agreement, (i) no downgrading shall
have occurred in

       


      
        
           


        

        
          20

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      the
rating accorded the Company or any of its subsidiaries, the Securities or any
other debt or preferred stock issued or guaranteed by the Company or any of its
subsidiaries by any “nationally recognized statistical rating organization,” as
such term is defined by the Commission for purposes of Rule 436(g)(2) under the
Securities Act; and (ii) no such organization shall have publicly announced that
it has under surveillance or review, or has changed its outlook with respect to,
its rating of the Securities or of any other debt securities or preferred stock
issued or guaranteed by the Company or any of its subsidiaries (other than an
announcement with positive implications of a possible upgrading); provided that the
ratings change and negative ratings outlook from Standard & Poor’s Ratings
Group, Inc. and Moody’s Investors Service, Inc. as described under the caption
“Risk factors − The Company has $1.9 billion in total consolidated debt, which
subjects the Company to significant interest rate and credit
risk”  shall not be deemed an event covered in clauses (i) or (ii)
above.

       

      (c) No Material Adverse
Change.  No event or condition of a type described in Section
3(e) hereof shall have occurred or shall exist, which event or condition is not
described in each of the Time of Sale Information (excluding any amendment or
supplement thereto) and the Offering Memorandum (excluding any amendment or
supplement thereto) the effect of which in the reasonable judgment of the
Representative makes it impracticable or inadvisable to proceed with the
offering, sale or delivery of the Securities on the terms and in the manner
contemplated by this Agreement, the Time of Sale Information and the Offering
Memorandum.

       

      (d) Officer’s
Certificate.  The Representative shall have received on and as
of the Closing Date a certificate of an executive officer of the Company who has
specific knowledge of the Company’s and the Guarantors’ financial matters and is
satisfactory to the Representative (i) confirming that such officer has
carefully reviewed the Time of Sale Information and the Offering Memorandum and,
to the knowledge of such officer, the representations set forth in Sections 3(a)
and 3(b) hereof are true and correct, (ii) confirming that the other
representations and warranties of the Company and the Guarantors in this
Agreement are true and correct and that the Company and the Guarantors have
complied in all material respects with all agreements and satisfied all
conditions on their part to be performed or satisfied hereunder at or prior to
the Closing Date and (iii) to the effect set forth in paragraphs (b) and
(c) above.

       

      (e) Comfort
Letters.  On the date of this Agreement and on the Closing
Date, Deloitte & Touche LLP shall have furnished to the Representative, at
the request of the Company, letters, dated the respective dates of delivery
thereof and addressed to the Initial Purchasers and the board of directors of
the Company, in form and substance reasonably satisfactory to the
Representative, containing statements and information of the type customarily
included in accountants’ “comfort letters” to underwriters with respect to the
financial statements and certain financial information contained or incorporated
by reference in each of the Time of Sale Information and the Offering
Memorandum.

       

      (f) Opinions and 10b-5 Statement of
Counsel for the Company.  Wilson Sonsini Goodrich & Rosati,
Professional Corporation, counsel for the Company, shall have furnished to the
Representative, at the request of the Company, their written opinion
and

       


      
        
           


        

        
          21

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      10b-5
statement, dated the Closing Date and addressed to the Initial Purchasers, in
form and substance reasonably satisfactory to the Representative, to the effect
set forth in Annex
D hereto.

       

      (g) Opinions of Local Counsel.
Local counsel, reasonably acceptable to the Representative and listed on Annex E hereto for
each jurisdiction set forth therein, shall have furnished to the Representative
opinion letters in a form and substance reasonably satisfactory to the
Representative, substantially to the effect set forth in Annex F.

       

      (h) Opinion and 10b-5 Statement of
Counsel for the Initial Purchasers.  The Representative shall
have received on and as of the Closing Date an opinion and 10b-5 statement of
Cahill Gordon & Reindel llp, counsel for the
Initial Purchasers, with respect to such matters as the Representative may
reasonably request, and such counsel shall have received such documents and
information as they may reasonably request to enable them to pass upon such
matters.

       

      (i) No Legal Impediment to
Issuance.  No action shall have been taken and no statute,
rule, regulation or order shall have been enacted, adopted or issued by any
federal, state or foreign governmental or regulatory authority that would, as of
the Closing Date, prevent the issuance or sale of the Securities or the issuance
of the Guarantees; and no injunction or order of any federal, state or foreign
court shall have been issued that would, as of the Closing Date, prevent the
issuance or sale of the Securities or the issuance of the
Guarantees.

       

      (j) Good Standing.  The
Representative shall have received on and as of the Closing Date satisfactory
evidence of the good standing of the Company and its subsidiaries in their
respective jurisdictions of organization and their good standing in such other
jurisdictions as the Representative may reasonably request, in each case in
writing or any standard form of telecommunication, from the appropriate
governmental authorities of such jurisdictions.

       

      (k) Registration Rights
Agreement.  The Initial Purchasers shall have received a
counterpart of the Registration Rights Agreement that shall have been executed
and delivered by a duly authorized officer of the Company and each of the
Guarantors.

       

      (l) DTC.  The
Securities shall be eligible for clearance and settlement through DTC on or
prior to the Closing Date.

       

      (m) Indenture.  At the
Closing Date, the Company, the Guarantors and the Trustee shall have entered
into the Indenture, and the Initial Purchasers shall have received counterparts,
conformed as executed, thereof.

       

      (n) Security
Documents.  At the Closing Date, the Collateral Agent shall
have received each of the Security Documents executed by the parties thereto and
Uniform Commercial Code financing statements in appropriate form for filing and
filings with the United States Patent and Trademark Office and the United States
Copyright Office in appropriate form for filing in each case as
applicable.  Each such document shall be in form and substance
reasonably satisfactory to the Representative and in full force and
effect

       


      
        
           


        

        
          22

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      and the
Company and the Guarantors shall have taken all actions required by the Security
Documents to be taken as of such date.  The Representative shall also
have received (i) copies of Uniform Commercial Code, United States Patent and
Trademark Office and United States Copyright Office, tax and judgment lien
searches, bankruptcy and pending lawsuit searches or equivalent reports or
searches, each of a recent date, listing all effective financing statements,
lien notices or comparable documents that name the Company or any Guarantor as
Debtor and that are filed in those state jurisdictions in which the Company or
such Guarantor is organized and such other searches that the Representative
deems necessary or appropriate, none of which encumber the Collateral covered or
intended to be covered by the Security Documents, subject only to Permitted
Liens.

       

      (o) The Credit Facility
Amendment.  Immediately prior to the Closing Date, the Credit
Facility Amendment shall have become effective.

       

      (p) The Intercreditor Agreement.
At the Closing Date, the Intercreditor Agreement shall have become
effective.

       

      (q) Additional
Documents.  On or prior to the Closing Date, the Company and
the Guarantors shall have furnished to the Representative such further
certificates and documents as the Representative may reasonably
request.

       

      All
opinions, letters, certificates and evidence mentioned above or elsewhere in
this Agreement shall be deemed to be in compliance with the provisions hereof
only if they are in form and substance reasonably satisfactory to counsel for
the Initial Purchasers.

       

      7. Indemnification and
Contribution.

       

      (a) Indemnification of the Initial
Purchasers.  The Company and the Guarantors jointly and
severally agree to indemnify and hold harmless each Initial Purchaser, its
affiliates, directors and officers and each person, if any, who controls such
Initial Purchaser within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act, from and against any and all losses, claims,
damages and liabilities (including, without limitation, reasonable legal fees
and other reasonable expenses incurred in connection with any suit, action or
proceeding or any claim asserted, as such fees and expenses are incurred), joint
or several, that arise out of, or are based upon, any untrue statement or
alleged untrue statement of a material fact contained in the Preliminary
Offering Memorandum, any of the other Time of Sale Information, any Issuer
Written Communication or the Offering Memorandum (or any amendment or supplement
thereto) or any omission or alleged omission to state therein a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case except
insofar as such losses, claims, damages or liabilities (including such legal
fees and expenses) arise out of, or are based upon, any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with any information relating to any Initial Purchaser furnished to
the Company in writing by such Initial Purchaser through the Representative
expressly for use therein.

       

      (b) Indemnification of the
Company.  Each Initial Purchaser agrees, severally and not
jointly, to indemnify and hold harmless the Company, each of the Guarantors and
each

       


      
        
           


        

        
          23

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      of their
respective directors and officers and each person, if any, who controls the
Company or any of the Guarantors within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
indemnity set forth in paragraph (a) above, but only with respect to any losses,
claims, damages or liabilities (including, without limitation, reasonable legal
fees and other reasonable expenses incurred in a connection with any suit,
action or proceeding or any claim asserted, as such fees and expenses are
incurred) that arise out of, or are based upon, any untrue statement or omission
or alleged untrue statement or omission made in reliance upon and in conformity
with any information relating to such Initial Purchaser furnished to the Company
in writing by such Initial Purchaser through the Representative expressly for
use in the Preliminary Offering Memorandum, any of the other Time of Sale
Information, any Issuer Written Communication or the Offering Memorandum (or any
amendment or supplement thereto), it being understood and agreed that the only
such information consists of the following:  the fourth sentence of
the eleventh paragraph and the thirteenth paragraph, each under the heading
“Plan of distribution” in the Preliminary Offering Memorandum and the Offering
Memorandum.

       

      (c) Notice and
Procedures.  If any suit, action, proceeding (including any
governmental or regulatory investigation), claim or demand shall be brought or
asserted against any person in respect of which indemnification may be sought
pursuant to either paragraph (a) or (b) above, such person (the “Indemnified
Person”) shall promptly notify the person against whom such indemnification may
be sought (the “Indemnifying Person”) in writing; provided that the
failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have under paragraph (a) or (b) above except to the extent
that it has been materially prejudiced (through the forfeiture of substantive
rights or defenses) by such failure; and provided, further, that the
failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have to an Indemnified Person otherwise than under
paragraph (a) or (b) above.  If any such proceeding shall be brought
or asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the Indemnified Person (who shall not, without the
consent of the Indemnified Person, be counsel to the Indemnifying Person) to
represent the Indemnified Person and any others entitled to indemnification
pursuant to this Section 7 that the Indemnifying Person may designate in such
proceeding and shall pay the fees and expenses of such proceeding and shall pay
the reasonable fees and expenses of such counsel related to such proceeding, as
incurred.  In any such proceeding, any Indemnified Person shall have
the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person unless (i) the Indemnifying
Person and the Indemnified Person shall have mutually agreed to the contrary;
(ii) the Indemnifying Person has failed within a reasonable time to retain
counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified
Person shall have reasonably concluded that there may be legal defenses
available to it that are different from or in addition to those available to the
Indemnifying Person; or (iv) the named parties in any such proceeding (including
any impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between
them.  It is understood and agreed that the Indemnifying Person shall
not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm (in addition to any local counsel) for all Indemnified Persons,
and that all such fees and expenses shall be reimbursed as they are
incurred.  Any such separate firm for any Initial Purchaser, its
affiliates, directors and officers and any control persons of such Initial
Purchaser shall be designated in writing by J.P.

       


      
        
           


        

        
          24

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      Morgan
Securities Inc. and any such separate firm for the Company, the Guarantors,
their respective directors and officers and any control persons of the Company
and the Guarantors shall be designated in writing by the Company.  The
Indemnifying Person shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the Indemnifying Person agrees to
indemnify each Indemnified Person from and against any loss or liability by
reason of such settlement or judgment.  No Indemnifying Person shall,
without the written consent of the Indemnified Person, effect any settlement of
any pending or threatened proceeding in respect of which any Indemnified Person
is or could have been a party and indemnification could have been sought
hereunder by such Indemnified Person, unless such settlement (x) includes an
unconditional release of such Indemnified Person, in form and substance
reasonably satisfactory to such Indemnified Person, from all liability on claims
that are the subject matter of such proceeding and (y) does not include any
statement as to or any admission of fault, culpability or a failure to act by or
on behalf of any Indemnified Person.

       

      (d) Contribution.  If
the indemnification provided for in paragraphs (a) and (b) above is unavailable
to an Indemnified Person or insufficient in respect of any losses, claims,
damages or liabilities referred to therein, then each Indemnifying Person under
such paragraph, in lieu of indemnifying such Indemnified Person thereunder,
shall contribute to the amount paid or payable by such Indemnified Person as a
result of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company and the
Guarantors on the one hand and the Initial Purchasers on the other from the
offering of the Securities or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) but also the relative
fault of the Company and the Guarantors on the one hand and the Initial
Purchasers on the other in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations.  The relative benefits received by
the Company and the Guarantors on the one hand and the Initial Purchasers on the
other shall be deemed to be in the same respective proportions as the net
proceeds (before deducting expenses) received by the Company from the sale of
the Securities and the total discounts and commissions received by the Initial
Purchasers in connection therewith, as provided in this Agreement, bear to the
aggregate offering price of the Securities.  The relative fault of the
Company and the Guarantors on the one hand and the Initial Purchasers on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or any Guarantor or by the Initial Purchasers and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

       

      (e) Limitation on
Liability.  The Company, the Guarantors and the Initial
Purchasers agree that it would not be just and equitable if contribution
pursuant to this Section 7 were determined by pro rata allocation (even
if the Initial Purchasers were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable
considerations referred to in paragraph (d) above.  The amount paid or
payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any reasonable legal or other
reasonable expenses incurred by such Indemnified Person in connection with any
such

       


      
        
           


        

        
          25

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      action or
claim.  Notwithstanding the provisions of this Section 7, in no event
shall an Initial Purchaser be required to contribute any amount in excess of the
amount by which the total discounts and commissions received by such Initial
Purchaser with respect to the offering of the Securities exceeds the amount of
any damages that such Initial Purchaser has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  The Initial Purchasers’ obligations to contribute
pursuant to this Section 7 are several in proportion to their respective
purchase obligations hereunder and not joint.

       

      (f) Non-Exclusive
Remedies.  The remedies provided for in this Section 7 are not
exclusive and shall not limit any rights or remedies that may otherwise be
available to any Indemnified Person at law or in equity.

       

      8. Termination.  This
Agreement may be terminated in the absolute discretion of the Representative, by
notice to the Company, if after the execution and delivery of this Agreement and
on or prior to the Closing Date (i) trading generally shall have been suspended
or materially limited on the New York Stock Exchange or the Nasdaq Global Select
Market; (ii) trading of any securities issued or guaranteed by the Company or
any of the Guarantors shall have been suspended on any exchange or in any
over-the-counter market; (iii) a general moratorium on commercial banking
activities shall have been declared by federal or New York State authorities; or
(iv) there shall have occurred any outbreak or escalation of hostilities or any
change in financial markets or any calamity or crisis, either within or outside
the United States, that, in the reasonable judgment of the Representative, is
material and adverse and makes it impracticable or inadvisable to proceed with
the offering, sale or delivery, of the Securities on the terms and in the manner
contemplated by this Agreement, the Time of Sale Information and the Offering
Memorandum.

       

      9. Defaulting Initial
Purchaser.

       

      (a) If, on
the Closing Date, any Initial Purchaser defaults on its obligation to purchase
the Securities that it has agreed to purchase hereunder, the non-defaulting
Initial Purchasers may in their discretion arrange for the purchase of such
Securities by other persons satisfactory to the Company on the terms contained
in this Agreement.  If, within 36 hours after any such default by any
Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the
purchase of such Securities, then the Company shall be entitled to a further
period of 36 hours within which to procure other persons satisfactory to the
non-defaulting Initial Purchasers to purchase such Securities on such
terms.  If other persons become obligated or agree to purchase the
Securities of a defaulting Initial Purchaser, either the non defaulting Initial
Purchasers or the Company may postpone the Closing Date for up to five full
business days in order to effect any changes that in the opinion of counsel for
the Company or counsel for the Initial Purchasers may be necessary in the Time
of Sale Information, the Offering Memorandum or in any other document or
arrangement, and the Company agrees to promptly prepare any amendment or
supplement to the Time of Sale Information or the Offering Memorandum that
effects any such changes.  As used in this Agreement, the term
“Initial Purchaser” includes, for all purposes of this Agreement unless the
context otherwise requires, any person not listed in Schedule 1
hereto

       


      
        
           


        

        
          26

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      that,
pursuant to this Section 9, purchases Securities that a defaulting Initial
Purchaser agreed but failed to purchase.

       

      (b) If, after
giving effect to any arrangements for the purchase of the Securities of a
defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial
Purchasers and the Company as provided in paragraph (a) above, the aggregate
principal amount of such Securities that remains unpurchased does not exceed
one-eleventh of the aggregate principal amount of all the Securities, then the
Company shall have the right to require each non-defaulting Initial Purchaser to
purchase the principal amount of Securities that such Initial Purchaser agreed
to purchase hereunder plus such Initial Purchaser’s pro rata share (based on
the principal amount of Securities that such Initial Purchaser agreed to
purchase hereunder) of the Securities of such defaulting Initial Purchaser or
Initial Purchasers for which such arrangements have not been made.

       

      (c) If, after
giving effect to any arrangements for the purchase of the Securities of a
defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial
Purchasers and the Company as provided in paragraph (a) above, the aggregate
principal amount of such Securities that remains unpurchased exceeds
one-eleventh of the aggregate principal amount of all the Securities, or if the
Company shall not exercise the right described in paragraph (b) above, then this
Agreement shall terminate without liability on the part of the non-defaulting
Initial Purchasers.  Any termination of this Agreement pursuant to
this Section 9 shall be without liability on the part of the Company or the
Guarantors, except that the Company and each of the Guarantors will continue to
be liable for the payment of expenses as set forth in Section 10 hereof and
except that the provisions of Section 7 hereof shall not terminate and shall
remain in effect.

       

      (d) Nothing
contained herein shall relieve a defaulting Initial Purchaser of any liability
it may have to the Company, the Guarantors or any non-defaulting Initial
Purchaser for damages caused by its default.

       

      10. Payment of
Expenses.

       

      (a) Whether
or not the transactions contemplated by this Agreement are consummated or this
Agreement is terminated, the Company and each of the Guarantors jointly and
severally agree to pay or cause to be paid all costs and expenses incident to
the performance of their respective obligations hereunder, including without
limitation, (i) the costs incident to the authorization, issuance, sale,
preparation and delivery of the Securities and any taxes payable in that
connection; (ii) the costs incident to the preparation and printing of the
Preliminary Offering Memorandum, any other Time of Sale Information, any Issuer
Written Communication and the Offering Memorandum (including any amendment or
supplement thereto) and the distribution thereof; (iii) the costs of reproducing
and distributing each of the Transaction Documents; (iv) the reasonable
fees and expenses of the Company’s and the Guarantors’ counsel and independent
accountants; (v) all reasonable out-of-pocket costs and expenses of the Initial
Purchasers (including, without limitation, 50% of the reasonable fees,
disbursements and other charges of legal counsel and other experts up to
$250,000); provided that, if the
Initial Purchasers default in their obligation to purchase the Securities, such
that no Securities are purchased hereunder or if this Agreement is terminated
pursuant to Section 8 (other than Section 8(ii)), the Company has no obligation
pursuant to this clause (v); (vi) the fees and expenses incurred in connection
with

       


      
        
           


        

        
          27

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      the
registration or qualification and determination of eligibility for investment of
the Securities under the laws of such United States and Canadian jurisdictions
as the Representative may designate, the preparation, printing and distribution
of a Blue Sky Memorandum (including filing fees and the related fees and
expenses of counsel for the Initial Purchasers); (vii) any fees charged by
rating agencies for rating the Securities; (viii) the fees and expenses of the
Trustee and any paying agent (including related fees and expenses of any counsel
to such parties); (ix) all expenses and application fees incurred in connection
with the application for the approval of the Securities for book-entry transfer
by DTC; and (x) all expenses incurred by the Company in connection with any
“road show” presentation to potential investors (except that, subject to Section
10(b), the Initial Purchasers shall pay 50% of the cost of any aircraft used in
connection with the “road show”).

       

      (b) If (i)
this Agreement is terminated pursuant to Section 8(ii) (other than as the result
of an event of the type described in Section 8(i)), (ii) the Company for any
reason fails to tender the Securities for delivery to the Initial Purchasers or
(iii) the Initial Purchasers decline to purchase the Securities for any reason
permitted under this Agreement, the Company and each of the Guarantors jointly
and severally agrees to reimburse the Initial Purchasers for all out-of-pocket
costs and expenses (including the reasonable fees and expenses of their counsel
and the full cost of any aircraft used in connection with the “road show”)
reasonably incurred by the Initial Purchasers in connection with this Agreement
and the offering contemplated hereby.

       

      11. Persons Entitled to Benefit
of Agreement.  This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and any
controlling persons referred to herein, and the affiliates, officers and
directors of each Initial Purchaser referred to in Section 7
hereof.  Nothing in this Agreement is intended or shall be construed
to give any other person any legal or equitable right, remedy or claim under or
in respect of this Agreement or any provision contained herein.  No
purchaser of Securities from any Initial Purchaser shall be deemed to be a
successor merely by reason of such purchase.

       

      12. Survival.  The
respective indemnities, rights of contribution, representations, warranties (it
being understood that such representations and warranties are made only as of
the date hereof and as of the date of any officer’s certificate delivered
pursuant to Section 6(d)) and agreements of the Company, the Guarantors and the
Initial Purchasers contained in this Agreement or made by or on behalf of the
Company, the Guarantors or the Initial Purchasers pursuant to this Agreement or
any certificate delivered pursuant hereto shall survive the delivery of and
payment for the Securities and shall remain in full force and effect, regardless
of any termination of this Agreement or any investigation made by or on behalf
of the Company, the Guarantors or the Initial Purchasers.

       

      13. Certain Defined
Terms.  For purposes of this Agreement, (a) except where
otherwise expressly provided, the term “affiliate” has the meaning set forth in
Rule 405 under the Securities Act; (b) the term “business day” means any day
other than a day on which banks are permitted or required to be closed in New
York City; (c) the term “Exchange Act” means the Securities Exchange Act of
1934, as amended; (d) the term “subsidiary” has the meaning set forth in Rule
405 under the Securities Act; (e) the term “written communication” has the
meaning set forth in Rule 405 under the Securities Act; (f) the
term  “Collateral Agent” shall mean The Bank of New York Mellon, in
its capacity as collateral agent for the holders of the Securities; (g)
the

       


      
        
           


        

        
          28

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      term
“Security Agreement” shall mean the security agreement to be dated as of the
Closing Date, among the Company, the Guarantors and the Collateral Agent; (h)
the term “Trademark Security Agreement” shall mean the trademark security
agreement to be dated as of the Closing Date, among the Company, the Guarantors
party thereto and the Collateral Agent; (i) the term “Copyright Security
Agreement” shall mean the copyright security agreement to be dated as of the
Closing Date, among the Company, the Guarantors party thereto and the Collateral
Agent; and (j) the term “Security Documents” shall mean (i) the Security
Agreement, (ii) the Trademark Security Agreement, (iii) the Copyright Security
Agreement and (iv) any other instruments evidencing or creating or purporting to
create a security interest in favor of the Collateral Agent to secure the
Securities and the Guarantees.

       

      14. Miscellaneous.

       

      (a) Authority of the
Representative.  Any action by the Initial Purchasers hereunder
may be taken by J.P. Morgan Securities Inc. on behalf of the Initial Purchasers,
and any such action taken by J.P. Morgan Securities Inc. shall be binding upon
the Initial Purchasers.

       

      (b) Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted and confirmed by any
standard form of telecommunication.  Notices to the Initial Purchasers
shall be given to the Representative c/o J.P. Morgan Securities Inc., 270 Park
Avenue, New York, New York 10017 (fax: (212) 270-1063); Attention: Richard
Gabriel.  Notices to the Company and the Guarantors shall be given c/o
The McClatchy Company, 2100 “Q” Street, Sacramento, California 95816 (fax:
(916) 326-5586); Attention: Karole Morgan-Prager, with a copy to Wilson
Sonsini Goodrich Rosati, Professional Corporation, 650 Page Mill Road, Palo
Alto, California 94304 (fax: (650) 493-6811); Attention Michael A.
Occhiolini.

       

      (c) Governing Law,
etc.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. THE COMPANY, EACH GUARANTOR
AND EACH INITIAL PURCHASER EACH IRREVOCABLY AGREES TO WAIVE TRIAL BY JURY IN ANY
ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY
TO THIS AGREEMENT OR THE PERFORMANCE HEREOF.  The Company and each
Guarantor irrevocably and unconditionally submits to the exclusive jurisdiction
of any state or federal court sitting in the County and City of New York over
any suit, action or proceeding arising out of or relating to this
agreement.  Service of any process, summons, notice or document by
registered mail addressed to the Company or any Guarantor shall be effective
service of process against such person for any suit, action or proceeding
brought in any such court.  The Company and each Guarantor irrevocably
and unconditionally waives any objection to the laying of venue of any such
suit, action or proceeding brought in any such court and any claim that any such
suit, action or proceeding has been brought in an inconvenient
forum.  A final judgment in any such suit, action or proceeding
brought in any such court may be enforced in any other courts to whose
jurisdiction the Company or any Guarantor is or may be subject, by suit upon
judgment.  The Company and each Guarantor further agrees that nothing
herein shall affect any Initial Purchaser’s right to effect service of process
in any other manner permitted by law or bring a suit action or proceeding
(including a proceeding for enforcement of a judgment) in any other court or
jurisdiction in accordance with applicable law.

       


      
        
           


        

        
          29

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      (d) Counterparts.  This
Agreement may be signed in counterparts (which may include counterparts
delivered by any standard form of telecommunication), each of which shall be an
original and all of which together shall constitute one and the same
instrument.

       

      (e) Amendments or
Waivers.  No amendment or waiver of any provision of this
Agreement, nor any consent or approval to any departure therefrom, shall in any
event be effective unless the same shall be in writing and signed by the parties
hereto.

       

      (f) Headings.  The
headings herein are included for convenience of reference only and are not
intended to be part of, or to affect the meaning or interpretation of, this
Agreement.

       

       [Remainder
of page intentionally left blank]

       


      
        
           


        

        
          30

          
            

          

        

        
           


        

      


      If the
foregoing is in accordance with your understanding, please indicate your
acceptance of this Agreement by signing in the space provided
below.

       

      Very
truly yours,

       

      THE
MCCLATCHY COMPANY

       

       

      By:         

       

       

      Name:

       

       

      Title:

       


      
        
           


        

        
          31

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      


        
          	
                  Aboard
      Publishing, Inc., a Florida corporation

                
	
                  Anchorage
      Daily News, Inc., an Alaska corporation

                
	
                  Bellingham
      Herald Publishing, LLC, a Delaware limited liability
    company

                
	
                  Belton
      Publishing Company, Inc., a Missouri corporation

                
	
                  Big
      Valley, Inc.

                
	
                  Biscayne
      Bay Publishing, Inc., a Florida corporation

                
	
                  Cass
      County Publishing Company, a Missouri corporation

                
	
                  Columbus-Ledger
      Enquirer, Inc., a Georgia corporation

                
	
                  Cypress
      Media, Inc., a New York corporation

                
	
                  Cypress
      Media, LLC, a Delaware limited liability company

                
	
                  Dagren,
      Inc.

                
	
                  Double
      A Publishing, Inc.

                
	
                  East
      Coast Newspapers, Inc., a South Carolina corporation

                
	
                  El
      Dorado Newspapers

                
	
                  Gables
      Publishing

                
	
                  Gulf
      Publishing Company, Inc., a Mississippi corporation

                
	
                  HLB
      Newspapers, Inc., a Missouri corporation

                
	
                  Idaho
      Statesman Publishing, LLC, a Delaware limited liability
      company

                
	
                  Keltatim
      PublishingCompany, Inc., a Kansas corporation

                
	
                  Keynoter
      Publishing Company, Inc., a Florida corporation

                
	
                  Lee’s
      Summit Journal, Incorporated, a Missouri corporation

                
	
                  Lexington
      H-L Services, Inc., a Kentucky corporation

                
	
                  Macon
      Telegraph Publishing Company, a Georgia corporation

                
	
                  Mail
      Advertising Corporation, a Texas corporation

                
	
                  McClatchy
      Interactive LLC, a Delaware limited liability company

                
	
                  McClatchy
      Interactive West, a Delaware corporation

                
	
                  McClatchy
      International, Inc.

                
	
                  McClatchy
      Investment Company, a Delaware corporation

                
	
                  McClatchy
      Leasing Company

                
	
                  McClatchy
      Management Services, Inc., a Delaware corporation

                
	
                  McClatchy
      Net Ventures

                
	
                  McClatchy
      News Services

                
	
                  McClatchy
      Newspaper Sales, Inc.

                
	
                  McClatchy
      Newspapers, Inc., a Delaware corporation

                
	
                  McClatchy
      Newsprint Company

                
	
                  McClatchy
      Property, Inc.

                
	
                  McClatchy
      Resources

                
	
                  McClatchy
      Sales, Inc.

                
	
                  McClatchy
      Shared Services

                
	
                  McClatchy
      U.S.A., Inc., a Delaware corporation

                
	
                  Mediastream,
      Inc.

                
	
                  Miami
      Herald Media Company, a Delaware corporation

                
	
                  N&O
      Holdings, Inc.

                
	
                  Newsprint
      Ventures, Inc., a California corporation

                
	
                  Nittany
      Printing and Publishing Company, a Pennsylvania
  corporation

                
	
                  Nor-Tex
      Publishing, Inc., a Texas corporation

                
	
                  Oak
      Street Development Corporation

                
	
                  Olympian
      Publishing, LLC, a Delaware limited liability company

                
	
                  Olympic-Cascade
      Publishing, Inc., a Washington corporation

                
	
                  Pacific
      Northwest Publishing Company, Inc., a Florida
  corporation

                
	
                  Quad
      County Publishing, Inc., an Illinois corporation

                
	
                  Richwood,
      Inc.

                
	
                  Runways
      Pub, Inc.

                
	
                  San
      Luis Obispo Tribune, LLC, a Delaware limited liability
    company

                
	
                  Star-Telegram,
      Inc., a Delaware corporation

                
	
                  Tacoma
      News, Inc., a Washington corporation

                
	
                  The
      Bradenton Herald, Inc., a Florida corporation

                
	
                  The
      Charlotte Observer Publishing Company, a Delaware
    corporation

                
	
                  The
      News and Observer Publishing Company, a North Carolina
      corporation

                
	
                  The
      State Media Company, a South Carolina corporation

                
	
                  The
      Sun Publishing Company, Inc., a South Carolina
  corporation

                
	
                  Tribune
      Newsprint Company

                
	
                  Wichita
      Eagle and Beacon Publishing Company, Inc., a Kansas
      corporation

                
	
                  Wingate
      Paper Company, a Delaware
corporation

                


        


By:         

       

       

      Name:

       

       

      Title:

       


      
        
           


        

        
          32

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      


      MCCLATCHY
INTERACTIVE LLC

       

      MCCLATCHY
MANAGEMENT SERVICES, INC.

       

      QUAD
COUNTY PUBLISHING, INC.

       

       

      By:         

       

       

      Name:

       

       

      Title:

       

      BELLINGHAM
HERALD PUBLISHING, LLC

       

      IDAHO
STATESMAN PUBLISHING, LLC

       

      OLYMPIAN
PUBLISHING, LLC

       

      
        	
                 
      

              	
                By:

              	
                PACIFIC
      Northwest Publishing Company, Inc., its Sole
  Member

              


      

       

       

      By:         

       

       

      Name:

       

       

      Title:

       

      CYPRESS
MEDIA, LLC

       

      
        	
                 
      

              	
                By:

              	
                CYPRESS
      Media, Inc.,

              


      

       

      
        	
                 
      

              	
                its
      Sole Member

              


      

       

       

      By:         

       

       

      Name:

       

       

      Title:

       

      SAN LUIS
OBISPO TRIBUNE, LLC

       

      


       

      By:           The
McClatchy Company,

       

      its Sole Member

       

       

      By:         

       

       

      Name:

       

       

      Title:

       


      
        
           


        

        
          33

          
            

          

        

        
           


          
            Exhibit
10.1

          

        

      


      


       

      


       

      Accepted:  February
4, 2010

       

      J.P.
MORGAN SECURITIES INC.

       

      For
itself and on behalf of the

      several
Initial Purchasers listed

      in Schedule 1
hereto.

       

      By:                                                                

      Authorized
Signatory


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
1

       

      
        	
                Initial
      Purchaser

              	 	 Principle Amount	 
	
                J.P.
      Morgan Securities Inc.

              	 	$	285,326,000
      	 
	
                Banc
      of America Securities LLC

              	 	$	285,326,000
    	 
	
                Credit
      Suisse Securities (USA) LLC

              	 	$	285,326,000
    	 
	
                Lazard
      Capital Markets LLC

              	 	$	19,022,000
      	 
	
                Total

              	 	$	875,000,000	 


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
2

       

      Guarantors

       

      
        	
                Aboard
      Publishing, Inc., a Florida corporation

              
	
                Anchorage
      Daily News, Inc., an Alaska corporation

              
	
                Bellingham
      Herald Publishing, LLC, a Delaware limited liability
    company

              
	
                Belton
      Publishing Company, Inc., a Missouri corporation

              
	
                Biscayne
      Bay Publishing, Inc., a Florida corporation

              
	
                Cass
      County Publishing Company, a Missouri corporation

              
	
                Columbus-Ledger
      Enquirer, Inc., a Georgia corporation

              
	
                Cypress
      Media, Inc., a New York corporation

              
	
                Cypress
      Media, LLC, a Delaware limited liability company

              
	
                East
      Coast Newspapers, Inc., a South Carolina corporation

              
	
                Gulf
      Publishing Company, Inc., a Mississippi corporation

              
	
                HLB
      Newspapers, Inc., a Missouri corporation

              
	
                Idaho
      Statesman Publishing, LLC, a Delaware limited liability
      company

              
	
                Keltatim
      PublishingCompany, Inc., a Kansas corporation

              
	
                Keynoter
      Publishing Company, Inc., a Florida corporation

              
	
                Lee’s
      Summit Journal, Incorporated, a Missouri corporation

              
	
                Lexington
      H-L Services, Inc., a Kentucky corporation

              
	
                Macon
      Telegraph Publishing Company, a Georgia corporation

              
	
                Mail
      Advertising Corporation, a Texas corporation

              
	
                McClatchy
      Interactive LLC, a Delaware limited liability company

              
	
                McClatchy
      Interactive West, a Delaware corporation

              
	
                McClatchy
      Investment Company, a Delaware corporation

              
	
                McClatchy
      Management Services, Inc., a Delaware corporation

              
	
                McClatchy
      Newspapers, Inc., a Delaware corporation

              
	
                McClatchy
      U.S.A., Inc., a Delaware corporation

              
	
                Miami
      Herald Media Company, a Delaware corporation

              
	
                Newsprint
      Ventures, Inc., a California corporation

              
	
                Nittany
      Printing and Publishing Company, a Pennsylvania
  corporation

              
	
                Nor-Tex
      Publishing, Inc., a Texas corporation

              
	
                Olympian
      Publishing, LLC, a Delaware limited liability company

              
	
                Olympic-Cascade
      Publishing, Inc., a Washington corporation

              
	
                Pacific
      Northwest Publishing Company, Inc., a Florida
  corporation

              
	
                Quad
      County Publishing, Inc., an Illinois corporation

              
	
                San
      Luis Obispo Tribune, LLC, a Delaware limited liability
    company

              
	
                Star-Telegram,
      Inc., a Delaware corporation

              
	
                Tacoma
      News, Inc., a Washington corporation

              
	
                The
      Bradenton Herald, Inc., a Florida corporation

              
	
                The
      Charlotte Observer Publishing Company, a Delaware
    corporation

              
	
                The
      News and Observer Publishing Company, a North Carolina
      corporation

              
	
                The
      State Media Company, a South Carolina corporation

              
	
                The
      Sun Publishing Company, Inc., a South Carolina
  corporation

              
	
                Wichita
      Eagle and Beacon Publishing Company, Inc., a Kansas
      corporation

              
	
                Wingate
      Paper Company, a Delaware
corporation

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
3

       

      Subsidiaries
of The McClatchy Company

       

      
        	
                Aboard
      Publishing, Inc., a Florida corporation

              
	
                Anchorage
      Daily News, Inc., an Alaska corporation

              
	
                Bellingham
      Herald Publishing, LLC, a Delaware limited liability
    company

              
	
                Belton
      Publishing Company, Inc., a Missouri corporation

              
	
                Big
      Valley, Inc.

              
	
                Biscayne
      Bay Publishing, Inc., a Florida corporation

              
	
                Cass
      County Publishing Company, a Missouri corporation

              
	
                Columbus-Ledger
      Enquirer, Inc., a Georgia corporation

              
	
                Cypress
      Media, Inc., a New York corporation

              
	
                Cypress
      Media, LLC, a Delaware limited liability company

              
	
                Dagren,
      Inc.

              
	
                Double
      A Publishing, Inc.

              
	
                East
      Coast Newspapers, Inc., a South Carolina corporation

              
	
                El
      Dorado Newspapers

              
	
                Gables
      Publishing

              
	
                Gulf
      Publishing Company, Inc., a Mississippi corporation

              
	
                HLB
      Newspapers, Inc., a Missouri corporation

              
	
                Idaho
      Statesman Publishing, LLC, a Delaware limited liability
      company

              
	
                Keltatim
      PublishingCompany, Inc., a Kansas corporation

              
	
                Keynoter
      Publishing Company, Inc., a Florida corporation

              
	
                Lee’s
      Summit Journal, Incorporated, a Missouri corporation

              
	
                Lexington
      H-L Services, Inc., a Kentucky corporation

              
	
                Macon
      Telegraph Publishing Company, a Georgia corporation

              
	
                Mail
      Advertising Corporation, a Texas corporation

              
	
                McClatchy
      Interactive LLC, a Delaware limited liability company

              
	
                McClatchy
      Interactive West, a Delaware corporation

              
	
                McClatchy
      International, Inc.

              
	
                McClatchy
      Investment Company, a Delaware corporation

              
	
                McClatchy
      Leasing Company

              
	
                McClatchy
      Management Services, Inc., a Delaware corporation

              
	
                McClatchy
      Net Ventures

              
	
                McClatchy
      News Services

              
	
                McClatchy
      Newspaper Sales, Inc.

              
	
                McClatchy
      Newspapers, Inc., a Delaware corporation

              
	
                McClatchy
      Newsprint Company

              
	
                McClatchy
      Property, Inc.

              
	
                McClatchy
      Resources

              
	
                McClatchy
      Sales, Inc.

              
	
                McClatchy
      Shared Services

              
	
                McClatchy
      U.S.A., Inc., a Delaware corporation

              
	
                Mediastream,
      Inc.

              
	
                Miami
      Herald Media Company, a Delaware corporation

              
	
                N&O
      Holdings, Inc.

              
	
                Newsprint
      Ventures, Inc., a California corporation

              
	
                Nittany
      Printing and Publishing Company, a Pennsylvania
  corporation

              
	
                Nor-Tex
      Publishing, Inc., a Texas corporation

              
	
                Oak
      Street Development Corporation

              
	
                Olympian
      Publishing, LLC, a Delaware limited liability company

              
	
                Olympic-Cascade
      Publishing, Inc., a Washington corporation

              
	
                Pacific
      Northwest Publishing Company, Inc., a Florida
  corporation

              
	
                Quad
      County Publishing, Inc., an Illinois corporation

              
	
                Richwood,
      Inc.

              
	
                Runways
      Pub, Inc.

              
	
                San
      Luis Obispo Tribune, LLC, a Delaware limited liability
    company

              
	
                Star-Telegram,
      Inc., a Delaware corporation

              
	
                Tacoma
      News, Inc., a Washington corporation

              
	
                The
      Bradenton Herald, Inc., a Florida corporation

              
	
                The
      Charlotte Observer Publishing Company, a Delaware
    corporation

              
	
                The
      News and Observer Publishing Company, a North Carolina
      corporation

              
	
                The
      State Media Company, a South Carolina corporation

              
	
                The
      Sun Publishing Company, Inc., a South Carolina
  corporation

              
	
                Tribune
      Newsprint Company

              
	
                Wichita
      Eagle and Beacon Publishing Company, Inc., a Kansas
      corporation

              
	
                Wingate
      Paper Company, a Delaware
corporation

              


      

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
A

       

      [FORM OF
REGISTRATION RIGHTS AGREEMENT]

       

      See
attached.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX A

       

      a.           Additional
Time of Sale Information

       

      1.           Term
sheet containing the terms of the securities, substantially in the form of Annex
B.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX B

       

      


      


      See
attached.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX C

       

      Restrictions
on Offers and Sales Outside the United States

       

      In
connection with offers and sales of Securities outside the United
States:

       

      (a)           Each
Initial Purchaser acknowledges that the Securities have not been registered
under the Securities Act and may not be offered or sold within the United States
or to, or for the account or benefit of, U.S. persons except pursuant to an
exemption from, or in transactions not subject to, the registration requirements
of the Securities Act.

       

      (b)           Each
Initial Purchaser, severally and not jointly, represents, warrants and agrees
that:

       

                      (i)Such Initial Purchaser has offered
and sold the Securities, and will offer and sell the Securities, (A) as part of
their distribution at any time and (B) otherwise until 40 days after the later
of the commencement of the offering of the Securities and the Closing Date, only
in accordance with Regulation S under the Securities Act (“Regulation S”) or
Rule 144A or any other available exemption from registration under the
Securities Act.

       

                      (ii)None of such Initial Purchaser or any
of its affiliates or any other person acting on its or their behalf has engaged
or will engage in any directed selling efforts with respect to the Securities,
and all such persons have complied and will comply with the offering
restrictions requirement of Regulation S.

       

                      (iii)At or prior to the confirmation of
sale of any Securities sold in reliance on Regulation S, such Initial Purchaser
will have sent to each distributor, dealer or other person receiving a selling
concession, fee or other remuneration that purchases Securities from it during
the distribution compliance period a confirmation or notice to substantially the
following effect:

       

      “The
Securities covered hereby have not been registered under the U.S. Securities Act
of 1933, as amended (the “Securities Act”), and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons
(i) as part of their distribution at any time or (ii) otherwise until 40 days
after the later of the commencement of the offering of the Securities and the
date of original issuance of the Securities, except in accordance with
Regulation S or Rule 144A or any other available exemption from registration
under the Securities Act.  Terms used above have the meanings given to
them by Regulation S.”

       

                      (iv)Such Initial Purchaser has not and
will not enter into any contractual arrangement with any distributor with
respect to the distribution of the Se-

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      curities,
except with its affiliates that agree to comply with the provisions of this
Annex C or with
the prior written consent of the Company.

       

      Terms
used in paragraph (a) and this paragraph (b) and not otherwise defined in this
Agreement have the meanings given to them by Regulation S.

       

      (c)           Each
Initial Purchaser, severally and not jointly, represents, warrants and agrees
that:

       

                      (i)it has only communicated or caused to
be communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the United Kingdom Financial Services and Markets Act 2000 (the
“FSMA”)) received by it in connection with the issue or sale of any Securities
in circumstances in which Section 21(1) of the FSMA does not apply to the
Company or the Guarantors; and

       

                      (ii)it has complied and will comply with
all applicable provisions of the FSMA with respect to anything done by it in
relation to the Securities in, from or otherwise involving the United
Kingdom.

       

      (d)           Each
Initial Purchaser acknowledges that no action has been or will be taken by the
Company that would permit a public offering of the Securities, or possession or
distribution of any of the Time of Sale Information, the Offering Memorandum,
any Issuer Written Communication or any other offering or publicity material
relating to the Securities, in any country or jurisdiction where action for that
purpose is required.

       

      (e)           In
relation to each Member State of the European Economic Area that has implemented
the Prospectus Directive (each, a “Relevant Member State”), each Initial
Purchaser, severally and not jointly, represents, warrants and agrees that with
effect from and including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the “Relevant Implementation Date”)
it has not made and will not make an offer of Securities to the public in that
Relevant Member State prior to the publication of a prospectus in relation to
the notes that has been approved by the competent authority in that Relevant
Member State or, where appropriate, approved in another Relevant Member State
and notified to the competent authority in that Relevant Member State, all in
accordance with the Prospectus Directive, except that it may, with effect from
and including the Relevant Implementation Date, make an offer of notes to the
public in that Relevant Member State at any time:

       

                      (i)to legal entities that are authorized
or regulated to operate in the financial markets or, if not so authorized or
regulated, whose corporate purpose is solely to invest in
securities;

       

                      (ii)to any legal entity that has two or
more of (1) an average of at least 250 employees during the last financial year;
(2) a total balance sheet of more than €43,000,000 and (3) an annual net
turnover of more than €50,000,000, as shown in its last annual or consolidated
accounts; or

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


                      (iii)in any other circumstances that do
not require the publication by the Company of a prospectus pursuant to Article 3
of the Prospectus Directive.

       

      For the
purposes of this provision, the expression an “offer of Securities to the
public” in relation to any Securities in any Relevant Member State means the
communication in any form and by any means of sufficient information of the
terms of the offer and the Securities to be offered so as to enable an investor
to decide to purchase or subscribe for the Securities, as the same may be varied
in that Member State by any measure implementing the Prospectus Directive in
that Member State.  For the purposes of this provision, the expression
“Prospectus Directive” means Directive 2003/71/EC and includes any relevant
implementing measure in each Relevant Member State.

       

      (f)           Each
Initial Purchaser, severally and not jointly, represents, warrants and agrees
that it has not, directly or indirectly, offered or sold and will not, directly
or indirectly, offer or sell in the Netherlands any Securities with a
denomination of less than €50,000 (or its other currency equivalent) other than
to persons who trade or invest in securities in the conduct of a profession or
business (which includes banks, stockbrokers, insurance companies, pension
funds, other institutional investors and finance companies and treasury
departments of large enterprises) unless one of the other exemptions from or
exceptions to the prohibition contained in article 3 of the Dutch Securities
Transactions Supervision Act 1995 (Wet toezicht effectenverkeer
1995) is applicable and the conditions attached to such exemption or exception
are complied with.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX D

       

      


       

      Form
of Opinions of Wilson Sonsini Goodrich & Rosati, Professional
Corporation

      


       

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX E

      Local
Counsel Opinions

      


      
        	
                Jurisdiction

              	
                Local
      Counsel

              
	
                Alaska

              	
                Davis
      Wright Tremaine LLP

              
	
                Florida

              	
                Holland
      & Knight LLP

              
	
                Georgia

              	
                Carlton
      Fields, P.A.

              
	
                Kansas

              	
                Fleeson,
      Gooing, Coulson & Kitch, L.L.C.

              
	
                Kentucky

              	
                Stoll
      Keenon Ogden, PLLC

              
	
                Illinois

              	
                Lewis,
      Rice & Fingerish, L.C.

              
	
                Mississippi

              	
                Watkins
      Ludlam Winter & Stennis, P.A.

              
	
                Missouri

              	
                Lewis,
      Rice & Fingerish, L.C.

              
	
                North
      Carolina

              	
                McGuireWoods
      LLP

              
	
                Pennsylvania

              	
                Eisenstein
      & Bower, LLP

              
	
                South
      Carolina

              	
                Wyche,
      Burgess, Freeman & Parham, P.A.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX F

      


      Form
of Opinion of Local Counsel for the Guarantors