Letter Agreement for Assignment and Consent Regarding Indemnity and Operating Agreements among The Herald Company, Pulitzer Inc., and Pulitzer Technologies, Inc.
This agreement, dated December 14, 2006, is between The Herald Company, Inc., Pulitzer Inc., and Pulitzer Technologies, Inc. It documents Herald's request for Pulitzer's consent to assign Herald's rights and liabilities under an Indemnity Agreement to The Herald Publishing Company, LLC, as part of a transfer of assets and liabilities. Herald confirms all relevant facts and agrees to indemnify Pulitzer for any adverse tax consequences resulting from the assignment. Pulitzer consents to the assignment by signing the letter.
Exhibit 10.11
THE HERALD COMPANY, INC. | ||||
Clinton Square | ||||
Syracuse, NY 13201 |
December 14, 2006
Pulitzer Inc.
Pulitzer Technologies, Inc.
900 North Tucker Boulevard
St. Louis, MO 63101
Attention: Mr. Ronald H. Ridgway
Reference is made to:
(a) | the Operating Agreement of St. Louis Post-Dispatch LLC (SPD), dated as of May 1, 2000, among The Herald Company, Inc. (Herald) Pulitzer Inc. (Pulitzer) and Pulitzer Technologies, Inc. (PTI) (the Post-Dispatch Operating Agreement); |
(b) | the Indemnity Agreement, dated May 1, 2000, between Herald and Pulitzer; and |
(c) | the Operating Agreement of STL Distribution Services LLC, dated May 31, 2001, among Herald, Pulitzer and PTI, as amended (the STL Operating Agreement, together with the Post-Dispatch Operating Agreement, the Operating Agreements), |
and in the case of the two Operating Agreements, as supplemented by the letter from Pulitzer and PTI to Herald, dated June 27, 2001.
On December 31, 2006, Herald intends to assign all of its assets subject to all its liabilities to The Herald Publishing Company, LLC, a New York limited liability company (HPC). HPC qualifies as an Affiliate under Section 7.1 of each of the Operating Agreements. We hereby request the consent of Pulitzer to the assignment of the rights and liabilities of Herald under the Indemnity Agreement to HPC. In that connection, we confirm to you that the facts stated in the letter dated May 1, 2000 from Herald to Pulitzer are true as of the date hereof, will be true on December 31, 2006 and that all of the assets of the nature described in such letter will be transferred to HPC on December 31, 2006. Herald agrees to indemnify Pulitzer in the event and to the extent that the assignment consented to herein causes any adverse tax consequences to Pulitzer.
Please indicate your consent to the assignment by signing and returning the enclosed copy of this letter.
Very truly yours, | ||
THE HERALD COMPANY, INC. | ||
By: | /s/ Donald E. Newhouse |
AGREED TO: | ||
PULITZER INC. PULITZER TECHNOLOGIES, INC. | ||
By: | /s/ Karen J. Guest | |
Date: | 12/16/06 | |
PULITZER TECHNOLOGIES, INC. | ||
By: | /s/ Karen J. Guest | |
Date: | 12/16/06 |