Exhibit 10.1 – Second Amendment to Limited Waiver to Note Agreement and Guaranty Agreement entered into as of January 30, 2009 by and among St. Louis Post-Dispatch LLC, Pulitzer Inc. and the Note-Holders party thereto


         


        SECOND AMENDMENT TO LIMITED WAIVER TO NOTE AGREEMENT AND GUARANTY AGREEMENT


         


                  THIS SECOND AMENDMENT TO LIMITED WAIVER TO NOTE AGREEMENT AND GUARANTY AGREEMENT (this "Amendment") is entered into as of January 30, 2009 by and among ST. LOUIS POST-DISPATCH LLC, a Delaware limited liability company (the
        "Company"), PULITZER INC., a Delaware corporation (the "Guarantor"), and the undersigned holders of Notes (as hereinafter defined) (the Company, the Guarantor and the undersigned holders of Notes being collectively referred to herein as the "Parties"). Capitalized terms used and not otherwise defined herein shall have the respective meanings
        ascribed to them in the Waiver or the Note Agreement (as each such term is defined in Recital A below), as amended hereby.


         


        Recitals


         


                  A.        Reference is made to (i) that certain Note Agreement, dated as of May 1, 2000, among the Company and the holders of the senior notes issued thereunder, as amended prior to the date hereof (the "Note Agreement") and (ii) that
        certain Limited Waiver to Note Agreement and Guaranty Agreement, entered into as of December 26, 2008, by and among the Parties, as amended prior to the date hereof (the "Waiver").


         


                  B.        The Company and the Guarantor have requested, and the holders of the Notes have agreed, subject to the terms and conditions of this Amendment, to extend the terms of the Waiver as set forth herein.


         


                  NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


         


                  1.         Extension of Waiver Period. Paragraph 2 of the Waiver is hereby amended by substituting "February 6, 2009" for "January 30, 2009" in
        each place that the latter date appears in such paragraph.


         


                  2.         Waiver Remains in Full Force and Effect. Except as expressly amended by this Amendment, all terms, conditions, covenants and other
        provisions contained in the Waiver are hereby ratified and shall be and remain in full force and effect; provided, however, that (a) the conditions to effectiveness contained herein shall supersede those contained in the Waiver, and (b) no additional Waiver Fee or other fee shall be payable in connection with this Amendment.


         


                  3.         Conditions to Effectiveness. This Amendment shall become effective, as of the date first written above (the
        "Effective Date"), when the Company, the Guarantor and the Required Holders shall have signed a counterpart hereof (whether the same or separate counterparts) and shall have delivered (including by way of facsimile or other electronic transmission) the same to Bingham McCutchen LLP, One State Street, Hartford CT 06001, Attention: Chip Fisher (facsimile number: 860-240-2564/e-mail address: chip.fisher @bingham.com).


         


        
            

        


        
            	
                         

                    	
                        4.

                    	
                        Miscellaneous.

                    


        


         


                     (a)        Ratification and Confirmation. Except as specifically modified herein, the Waiver shall remain in full force and effect, and is hereby ratified and confirmed.


         


                  (b)       No Waiver. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any holder of Notes, nor constitute a waiver of any provision
        of the Note Agreement, the Guaranty Agreement, any Note or any other instrument or agreement entered into in connection therewith or otherwise related thereto.


         


                 (c)       Representation and Warranty. The Company and the Guarantor jointly and severally represent and warrant that (i) none of the events described in clauses (w), (x) or (y) of Section 2 of the Waiver has occurred and (ii) each is in
        compliance with its respective obligation under Section 3 of the Waiver.


         


                  (d)       GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK.


         


                  (e)       Counterparts. This Amendment may be executed in counterparts (including those transmitted by facsimile), each of which shall be deemed an original and all of which taken together shall constitute one and the same document. Delivery
        of this Amendment may be made by facsimile transmission of a duly executed counterpart copy hereof.


         


        [The remainder of this page is intentionally left blank; signature page follows]


         


        
            

        


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


         


        ST. LOUIS POST-DISPATCH LLC


         


        
            	
                         

                    	
                        By:

                    	
                        PULITZER INC., as Managing Member

                    


        


         


        
            	
                         

                    	
                        By: /s/Carl G. Schmidt

                    


        


        
            	
                         

                    	
                        Name:

                    	
                        Carl G. Schmidt

                    


        


        
            	
                         

                    	
                        Title:

                    	
                        Treasurer

                    


        


         


         


        PULITZER INC.


        
            	
                         

                    	
                        By: /s/Carl G. Schmidt

                    


        


        
            	
                         

                    	
                        Name:

                    	
                        Carl G. Schmidt

                    


        


        
            	
                         

                    	
                        Title:

                    	
                        Treasurer

                    


        


         


         


        THE PRUDENTIAL INSURANCE COMPANY OF AMERICA


        
            	
                         

                    	
                        By: /s/Paul H. Procyk

                    


        


        
            	
                         

                    	
                        Name: Paul H. Procyk

                    


        


        
            	
                         

                    	
                        Title:

                    	
                        Vice President

                    


        


         


        AMERICAN GENERAL LIFE INSURANCE COMPANY


        AIG ANNUITY INSURANCE COMPANY


         


        
            	
                         

                    	
                        By:

                    	
                        AIG Global Investment Corp., Investment Advisor

                    


        


        
            	
                         

                    	
                        By: /s/Richard Conway

                    


        


        
            	
                         

                    	
                        Name: Richard Conway

                    


        


        
            	
                         

                    	
                        Title:

                    	
                        Managing Director

                    


        


         


        AIG EDISON LIFE INSURANCE COMPANY


         


        
            	
                         

                    	
                        By:

                    	
                        AIG Global Investment Corp., Investment Sub-Advisor

                    


        


        
            	
                         

                    	
                        By: /s/ Richard Conway

                    


        


        
            	
                         

                    	
                        Name: Richard Conway

                    


        


        
            	
                         

                    	
                        Title:

                    	
                        Managing Director

                    


        


         


        [Signature Page to Second Amendment to Limited Waiver]


         


        
            
                

            

        


        GENWORTH LIFE AND ANNUITY INSURANCE COMPANY


        (as Successor by Merger to First Colony Insurance Company)


        
            	
                         

                    	
                        By: /s/John R. Endres

                    


        


        
            	
                         

                    	
                        Name:

                    	
                        John R. Endres

                    


        


        Title:              Investment Officer  


        THE NORTHWESTERN MUTUAL LIFE INSURANCE


        COMPANY


         


        
            	
                         

                    	
                        By: /s/Richard A. Strait

                    


        


        
            	
                         

                    	
                        Name:

                    	
                        Richard A. Strait

                    


        


        Its Authorized Representative  


        THE NORTHWESTERN MUTUAL LIFE INSURANCE


        COMPANY, for its Group Annuity Separate Account


        
            	
                         

                    	
                        By: /s/Richard A. Strait

                    


        


        
            	
                         

                    	
                        Name:

                    	
                        Richard A. Strait

                    


        


        Its Authorized Representative  


        PACIFIC LIFE INSURANCE COMPANY


        
            	
                         

                    	
                        By:/s/ Diane W. Dales

                    


        


        
            	
                         

                    	
                        Name: Diane W. Dales

                    


        


        
            	
                         

                    	
                        Title: Assistant Vice President

                    


        


         


        
            	
                         

                    	
                        By:/s/ Peter S. Fiek

                    


        


        
            	
                         

                    	
                        Name: Peter S. Fiek

                    


        


        
            	
                         

                    	
                        Title: Assistant Secretary

                    


        


         


         


         


         


         


         


         


        [Signature Page to Second Amendment to Limited Waiver]