EX-10.5



 Exhibit 10.5 
 EXECUTION VERSION 
 FIRST AMENDMENT TO INTERCREDITOR AGREEMENT 

This FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”) is dated as of May 1, 2013, among THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A., as Collateral Agent (in such capacity, with its successors and assigns, the “First Priority Representative”) for the First Priority Secured Parties, WILMINGTON TRUST, NATIONAL ASSOCIATION, as
Collateral Agent (in such capacity, with its successors and assigns, the “Second Priority Representative”) for the Second Priority Secured Parties, ST. LOUIS POST-DISPATCH LLC (“STL Post-Dispatch”), PULITZER INC.
(“Pulitzer,” and together with STL Post-Dispatch, the “Obligors”), and each of the other Loan Parties. Unless otherwise indicated, capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided such terms in the Intercreditor Agreement referred to below. 
 W I T N
E S S E T H : 
 WHEREAS, the First Priority Representative, the Second Priority
Representative, the Obligors, and the Loan Parties are parties to an Intercreditor Agreement, dated as of January 30, 2012 (as amended, restated, modified and/or supplemented to, but not including, the date hereof, the “Intercreditor
Agreement”); 
 WHEREAS, the Obligors intend on the date hereof to refinance in full and replace the Existing First
Priority Agreement with the proceeds of Permitted Pulitzer Debt Refinancing Indebtedness (as defined in the Second Priority Term Loan Agreement) pursuant to a Note Agreement, dated as of May 1, 2013, by and among St. Louis Post-Dispatch LLC,
Pulitzer Inc. and the purchasers of the notes named therein (as amended, restated, modified and/or supplemented from time to time, the “New Pulitzer Note Agreement”); 

WHEREAS, the parties hereto have agreed, subject to the terms and conditions of this Amendment, and for the good and valuable
consideration provided herein, to amend the Intercreditor Agreement to, among other things, establish and confirm that the indebtedness issued under the New Pulitzer Note Agreement constitutes First Priority Obligations under the Intercreditor
Agreement; 
 NOW, THEREFORE, it is agreed: 
 SECTION 1. Amendments to the Intercreditor Agreement. 
 (a) The second
“WHEREAS” clause of the recitals of the Intercreditor Agreement is hereby amended to replace the defined term “Notes” with the defined term “Existing First Priority Agreement Notes”. 

(b) The recitals of the Intercreditor Agreement are hereby further amended to insert the following new “WHEREAS” clause as the
fourth “WHEREAS” clause thereof: 
 “WHEREAS, on May 1, 2013 the Borrower and Pulitzer Inc.
(“Pulitzer”) refinanced in full and replaced the Existing First Priority Agreement and the Existing First Priority Agreement Notes with the proceeds of Permitted Pulitzer Debt Refinancing Indebtedness (as defined in the Second
Priority Term Loan Agreement) pursuant to the New Pulitzer Note Agreement (as defined below);” 







 (c) The recitals of the Intercreditor Agreement are hereby further amended by amending and
restating the former fourth “WHEREAS” clause (which begins with the words “WHEREAS, the Borrower is the obligor”) in its entirety as follows: 

“WHEREAS, the Borrower and Pulitzer are the obligors, and the other Loan Parties are the guarantors, of the First
Priority Obligations and the Loan Parties have granted to the First Priority Representative security interests in the Common Collateral as security for payment and performance of the First Priority Obligations;” 

(d) The recitals of the Intercreditor Agreement are hereby further amended by replacing the term “Existing First Priority
Agreement” in the last “WHEREAS” clause with the term “First Priority Agreement”. 
 (e)
Section 1.1 of the Intercreditor Agreement is hereby amended by adding the following defined terms in Section 1.1 in appropriate alphabetical order: 
 “Existing First Priority Agreement Notes” has the meaning set forth in the recitals to this Agreement. 

“Existing First Priority Documents” means the Existing First Priority Agreement, the Existing First
Priority Agreement Notes, the “Collateral Documents” (as defined in the Existing First Priority Agreement), the “Guaranty Agreement” (as defined in the Existing First Priority Agreement) and the “Subsidiary Guaranty
Agreement” (as defined in the Existing First Priority Agreement). 
 “New Pulitzer Note
Agreement” means the Note Agreement, dated as of May 1, 2013, by and among the Borrower, Pulitzer and the purchasers of the notes named therein. 
 (f) Section 1.1 of the Intercreditor Agreement is hereby further amended by replacing each of the two instances of the term “Existing First Priority Agreement” in the definition of
“First Priority Agreement” with the term “New Pulitzer Note Agreement”. 
 (g) Section 1.1 of the
Intercreditor Agreement is hereby further amended by replacing each of the four instances of the term “Existing First Priority Agreement” in the definition of “First Priority Obligations” with the term “New Pulitzer Note
Agreement”. 
 (h) Section 1.1 of the Intercreditor Agreement is hereby further amended by replacing the term
“Existing First Priority Agreement” in the definition of “First Priority Security Documents” with the term “New Pulitzer Note Agreement”. 

  
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 (i) Section 1.1 of the Intercreditor Agreement is hereby amended by deleting the
defined term “Maximum First Priority Amount” in its entirety and replacing it with the following defined term: 
 “Maximum First Priority Amount” means $94,000,000 minus the aggregate amount (without duplication) of all payments of principal of (x) the Notes (which, for the avoidance of
doubt, shall not include any payments of the Existing First Priority Agreement Notes) and (y) any other Permitted Pulitzer Debt Refinancing Indebtedness. For the avoidance of doubt, the amount of any DIP Financing shall not be included for
purposes of determining the “Maximum First Priority Amount.” 
 (j) Section 1.1 of the Intercreditor Agreement is
hereby amended by deleting the defined term “Notes” in its entirety and replacing it with the following defined term: 
 “Notes” means any of the notes delivered pursuant to any provision of the New Pulitzer Note Agreement and each note delivered in substitution or exchange for any other note pursuant to
any such provision. 
 (k) Section 2.3 of the Intercreditor Agreement is hereby amended by replacing (x) the words
“the Borrower’s” in clause (i) of the first proviso of clause (c) thereof with the word “Pulitzer’s” and (y) the word “Borrower” in clause (i)(y) of the first proviso of clause (c) thereof
with the word “Pulitzer”. 
 (l) Section 3.2 of the Intercreditor Agreement is hereby amended by replacing the
phrase “and the Borrower” in the first proviso thereof with the phrase, “, the Borrower and Pulitzer”. 
 (m)
Section 3.2 of the Intercreditor Agreement is hereby further amended by replacing the term “Existing First Priority Agreement” in the parenthetical in clause (i) of the second proviso thereof with the term “New Pulitzer Note
Agreement”. 
 SECTION 2. Miscellaneous Provisions 
 (a) Each party hereto acknowledges and agrees that the Intercreditor Agreement (as modified hereby) and all agreements and obligations thereunder, are valid and enforceable against such Person in every
respect and all of the terms and conditions thereof are legally binding upon such Person, and the Second Priority Secured Parties and the Loan Parties reaffirm the priorities set forth in Section 2 of the Intercreditor Agreement. 

(b) Each party hereto acknowledges and agrees that the First Priority Representative hereunder is the “First Priority
Representative” for purposes of the Intercreditor Agreement as of the date hereof. 
 (c) Each party hereto acknowledges and
agrees that the First Priority Obligations Payment Date has not occurred as of the date hereof. 

  
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 (d) The Second Priority Secured Parties and the Loan Parties acknowledge and agree that the
aggregate principal amount of the Notes outstanding on the date hereof (after giving effect to the transactions contemplated to occur on the date hereof) under the First Priority Agreement does not exceed the Maximum First Priority Amount (as
amended herein). 
 (e) The Second Priority Secured Parties and the Loan Parties acknowledge and agree that a memorandum of
Intercreditor Agreement or any other document setting forth the effect of the Intercreditor Agreement may be recorded to evidence the priorities set forth in the Intercreditor Agreement by any party hereto in any jurisdiction, including in
connection with the execution, delivery, and recordation of deeds of trust, mortgages, deeds, and similar instruments for real property comprising Common Collateral. 
 (f) This Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Intercreditor Agreement. 

(g) This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of
which counterparts when executed and delivered (including by facsimile or other electronic transmission) shall be an original, but all of which shall together constitute one and the same instrument. 

(h) THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, EXCEPT AS OTHERWISE REQUIRED
BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT REMEDIES PROVIDED BY THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK ARE GOVERNED BY THE LAWS OF SUCH JURISDICTION. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT AND FOR ANY COUNTERCLAIM THEREIN. 
 (i) From and after the date hereof, all references to the Intercreditor Agreement shall be deemed to be references to the Intercreditor Agreement as modified hereby. 

[Remainder of page intentionally left blank.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute
and deliver this Amendment as of the date first above written. 
  

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as First Priority Representative for and on behalf of the First Priority Secured Parties
		
	By:	 	/s/ TERESA PETTA
		 	 Name: TERESA PETTA

Title:   VICE PRESIDENT



  

			
	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Priority Representative for and on behalf of the Second Priority Secured Parties
		
	By:	 	/s/ Joshua G. James
		 	 Name: Joshua G. James

Title:   Assistant Vice President




  
 Signature Page
to First Amendment to Intercreditor Agreement 








 
			
	PULITZER INC.
		
	By:	 	/s/ Carl G. Schmidt
	Name: Carl G. Schmidt
	Title:   Treasurer


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


 
			
	
	 FLAGSTAFF PUBLISHING CO.
 HANFORD SENTINEL INC.
 NAPA VALLEY PUBLISHING CO.

PANTAGRAPH PUBLISHING CO.
 PULITZER
MISSOURI NEWSPAPERS, INC.
 PULITZER NEWSPAPERS, INC.
 PULITZER TECHNOLOGIES, INC.
 SANTA MARIA TIMES, INC.

SOUTHWESTERN OREGON PUBLISHING CO.

STAR PUBLISHING COMPANY
 YNEZ
CORPORATION

		
	By:	 	/s/ C. D. Waterman III
	Name: C. D. Waterman III
	Title:   Secretary



  
 Signature Page
to First Amendment to Intercreditor Agreement 








 
							
	FAIRGROVE LLC
	By:	  	 ST. LOUIS POST-DISPATCH LLC,
 Managing Member

		
	By:	  	PULITZER Inc., Managing Member
			
		  	By:	 	/s/ C. D. Waterman III
		  	Name: C. D. Waterman III
		  	Title:   Secretary


 
			
	
	 AMPLIFIED DIGITAL, LLC
 STL DISTRIBUTION SERVICES LLC
 SUBURBAN JOURNALS
OF GREATER ST. LOUIS LLC
 PULITZER NETWORK SYSTEMS LLC



 
							
		
	By:	  	PULITZER INC., Managing Member
			
		  	By:	 	/s/ C. D. Waterman III
		  	Name: C. D. Waterman III
		  	Title:   Secretary



  
 Signature Page
to First Amendment to Intercreditor Agreement