Non-Confidentiality Agreement



 EXHIBIT 10.10 
  
 NON-CONFIDENTIALITY AGREEMENT 
  
 THIS AGREEMENT (the “Agreement”), is made as of May 1, 2000, by and among the undersigned (including their respective partners, members,
officers, employees and agents) and any other persons who agree to be bound by the terms and conditions of this Agreement by signing a copy hereof (each a “Party” and collectively, the “Parties”). 
  
 WHEREAS, Pulitzer Inc. and Pulitzer Technologies, Inc. (collectively, the
“Pulitzer Parties”) and The Herald Company, Inc.( “Herald” and, together with Pulitzer Parties, the “Permittees”) have investigated the possibility of entering into a transaction involving their respective interests in
the assets and operations of the St. Louis Post-Dispatch and certain related businesses (the “Transaction”); 
  
 WHEREAS, the other Parties to this Agreement (collectively, the “Permitters”) serve as advisors to either the Pulitzer Parties or Herald in
connection with, or otherwise have participated in the planning, negotiation, organization or management of the proposed Transaction; 
  
 WHEREAS, the Parties hereto desire this Agreement to be an agreement described in Section 301.6111-2T(c)(2) of the Treasury Regulations authorizing
relevant persons to make certain disclosures, and 
  
 WHEREAS, all
of the Parties desire to confirm their understanding regarding the right of each Party to disclose information regarding the proposed Transaction; 
  
 NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Parties hereby agree as follows: 
  
 1. Authorization of Disclosure. Subject to the applicable provisions of
federal, state and other securities laws which may restrict or limit the disclosure of material non-public information, and subject to Section 6.1 of the Operating Agreement of St. Louis Post-Dispatch LLC, each of the Parties hereby confirms that it
has granted to each Permittee permission to disclose the structure and tax aspects of the Transaction to any and all persons, without limitation of any kind. 
  
 2. Representations and Covenants. 
  
 (a) Each Party (other than the Permittees) hereby represents that, subject to (1) the applicable provisions of federal, state and other securities laws
which may restrict or limit the disclosure of material non-public information, and (2) professional canons and rules limiting the disclosure of client confidences and client secrets without client consent, (i) such Party does not have any express or
implied understanding or agreement with or for the benefit of any other 










 
person which would render the Transaction “confidential” within the meaning of Section 301.6111-2T(c) of the Treasury Regulations and (ii) prior to
the date hereof, such Party was not aware of any express or implied understanding or agreement with or for the benefit of any other person which would render the Transaction “confidential” within the meaning of Section 301.6111-2T(c) of
the Treasury Regulations. 
  
 (b) Each Party (other than the
Permittees) covenants that, subject to (1) the applicable provisions of federal, state and other securities laws which may restrict or limit the disclosure of material non-public information, (2) any other law, or order, judgment, or decree of any
court or government agency that may limit the disclosure of information, and (3) professional canons and rules limiting the disclosure of client confidences and client secrets without client consent such Party will not enter into any express or
implied understanding or agreement with or for the benefit of any other person which would render the Transaction “confidential” within the meaning of Section 301.6111-2T(c) of the Treasury Regulations. 
  
 3. Additional Parties. Each Party agrees that prior to the participation
(within the meaning of the Treasury Regulations under Section 6111 of the Internal Revenue Code of 1986, as amended (the “Code”)) in the Transaction of any person who is not a Party, directly or indirectly, such person shall be required to
execute a copy of this Agreement as a condition to such Person’s participation in the Transaction. 
  
 4. Privilege. Each Permittee acknowledges that (1) certain information regarding the Transaction is “secret” information but is not a
“confidential” information that is subject to the attorney-client privilege or the privilege for confidential tax advice under Section 7525(a) of the Code, (2) if such Permittee did not execute this Non-Confidentiality Agreement, such
Permittee’s legal advisors would be obligated by professional rules and canons not to disclose such “secret” information, and (3) by executing this Non-Confidentiality Agreement, such Permittee hereby waives its rights to limit the
disclosure of such “secret information” in respect of any information for which such waiver would be required to permit this Agreement to be an agreement described in Section 301.6111-2T(c)(2) of the Treasury Regulations. Notwithstanding
anything to the contrary, this Agreement does not, and is not intended to, waive any Party’s rights under the attorney-client privilege or the privilege for confidential tax advice under Section 7525(a) of the Code. 
  
 5. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York without giving effect to any choice of law provision or rule. 
  
 6. Amendment. This Agreement may be amended only with the written consent of each of the Parties. 
  
 7. Counterparts; parties. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement. The agreement shall be effective among all parties who may from time to time execute the agreement, regardless of whether (x) any
other parties named herein execute this Agreement or (y) any additional parties execute this Agreement. 
  
 8. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof. 
  
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 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written
above. 
  

					
	 PULITZER INC.

			
	By:	 	 	 	/s/    RONALD H. RIDGWAY        
	 	 	 Name:
	 	Ronald H. Ridgway
	 	 	 Title: 
	 	Senior Vice President - Finance
	
	 THE HERALD COMPANY, INC.

			
	By: 	 	 	 	/s/    S.I. NEWHOUSE,
JR.        
	 	 	 Name:
	 	S.I. Newhouse, Jr.
	 	 	 Title: 
	 	Vice President
	
	 DELOITTE &TOUCHE LLP

			
	By:	 	 	 	/s/    DONALD B. POLING        
	 	 	 Name:
	 	Donald B. Poling
	 	 	 Title: 
	 	Partner
	
	 FULBRIGHT & JAWORSKI L.L.P.

			
	By:	 	 	 	/s/    RICHARD A. PALMER        
	 	 	 Name:
	 	Richard A. Palmer
	 	 	 Title: 
	 	Partner
	
	 GOLDMAN, SACHS & CO.

			
	By:	 	 	 	/s/    GOLDMAN, SACHS & CO.        
	 	 	 Name:
	 	Ivan Ross
	 	 	 Title: 
	 	Managing Director
	
	 HUNTLIEGH SECURITIES CORPORATION

			
	By:	 	 	 	/s/    JAMES M. SNOWDEN,
JR.        
	 	 	 Name:
	 	James M. Snowden, Jr.
	 	 	 Title: 
	 	Executive Vice President
	
	 KING & BALLOW

			
	By:	 	 	 	/s/    RICHARD C. LOWE        
	 	 	 Name:
	 	Richard C. Lowe
	 	 	 Title: 
	 	Partner












					
	 PAUL SCHERER & COMPANY LLP

			
	By:	 	 	 	/s/    PAUL L. NEWMAN        
	 	 	 Name:
	 	Paul L. Newman
	 	 	 Title: 
	 	Partner
	
	 SABIN, BERMANT & GOULD

			
	By: 	 	 	 	/s/    CRAIG D. HOLLEMAN        
	 	 	 Name:
	 	Craig D. Holleman
	 	 	 Title: 
	 	Partner
	
	 Dow Lohnes & Albertson

			
	By: 	 	 	 	/s/    J. MICHAEL HINES        
	 	 	 Name:
	 	J. Michael Hines
	 	 	 Title: 
	 	Member
	
	 FRIED, FRANK, HARRIS, SHRIVER & JACOBSON

			
	By: 	 	 	 	/s/    STUART Z. KATZ        
	 	 	 Name:
	 	Stuart Z. Katz
	 	 	 Title: 
	 	Partner