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EXHIBIT 10.4
The Pulitzer Publishing Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
September 29, 1986
To the persons identified
on Schedules I and II
attached hereto.
Dear Sirs:
With reference to an agreement (the "Agreement") dated as of May
12, 1986 among The Pulitzer Publishing Company (the "Company") and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Manufacturers Hanover Trust Company, Trustee under Trust for the benefit of
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and Manufacturers Hanover Trust
Company, Trustees under the Indenture of Hope ▇. ▇▇▇▇▇▇, holders of Voting Trust
Certificates (the "Certificates") representing shares of Class B Common Stock,
par value $.01 (the "Shares"), of the Company, the Company and all holders of
shares of the Company's Common Stock and Certificates hereby acknowledge and
consent to (i) transfer by each of the persons (the "Sellers") set forth on
Schedule I of Certificates representing the number of Shares set forth opposite
the name of such Seller on Schedule I (and the Shares underlying such
Certificates) to the persons (the "Purchasers") set forth on Schedule II on a
pro rata basis (based on the ratio of the number of Shares set forth opposite
the name of each such Purchaser on Schedule II to the aggregate number of Shares
set forth opposite the names of all Purchasers on Schedule II) subject to the
assumption by such Purchasers of the Seller's obligations under Sections 2(a),
(b), and (d) and 9 of the Agreement with respect to the Certificates to be
purchased by such Purchasers (and the Company shall deliver to the depository
under the Voting Trust Agreement the Certificates, together with instruments of
transfer delivered to the Company by the Sellers, and shall direct the
depository to reflect in the records of the depository the transfers reflected
in such documents), (ii) transfer by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ of Certificates
representing 456,750 Shares and 292,350 Shares to The ▇▇▇▇▇ Foundation, Inc. and
Mariemont Corporation, respectively, subject to the assumption by The ▇▇▇▇▇
Foundation, Inc. and the Mariemont Corporation, respectively, of ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, II'S obligations under Sections 2(a), (b), and (d) and 9 of the Agreement
with respect to the Certificates to be transferred to The ▇▇▇▇▇ Foundation, Inc.
and Mariemont Corporation, respectively, (iii) the transfer by
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ of Certificates representing 1,260,400 Shares to Z Press,
Inc., subject to the assumption by Z Press, Inc. of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇'▇
obligations under Sections 2(a), (b) and (d) and 9 of the Agreement with respect
to the Certificates to be transferred to Z Press, Inc., (iv) the grant to the
Purchasers of an irrevocable proxy to vote the Certificates (and the Shares
underlying such Certificates) to be purchased in such manner as they may deem
appropriate, to the extent permitted by the Voting Trust Agreement and subject
to Section 9 of the Agreement, (v) the assignment of the rights of Sellers to
the Purchasers, and assumption of the obligations of the Sellers by the
Purchasers, under Sections 2(a), (b) and (d) and 9 of the Agreement with respect
to the Certificates to be purchased by such Purchasers, (vi) the assignment of
the rights of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ to The ▇▇▇▇▇ Foundation, Inc. and Mariemont
Corporation, and assumption of the obligations of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ by The
▇▇▇▇▇ Foundation Inc. and Mariemont Corporation, under Sections 2(a), (b), and
(d) and 9 of the Agreement with respect to the Certificates to be transferred to
The ▇▇▇▇▇ Foundation, Inc. and Mariemont Corporation, respectively, and (vii)
the assignment of the rights of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to Z Press, Inc., and
assumption of the obligations of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ by Z Press, Inc., under
Sections 2(a), (b), and (d) and 9 of the Agreement with respect to the
Certificates to be transferred to Z Press, Inc.
The Company hereby further agrees to release (x) the Sellers from
liability with respect to their obligations under Sections 2(a), (b) and (d) and
9 of the Agreement with respect to the Certificates to be purchased by such
Purchasers, subject to the consummation of the Closing, as defined in the
Agreement, (y) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ from liability with respect to. his
obligations under Sections 2(a), (b) and (d) and 9 of the Agreement with respect
to the Certificates to be transferred to The ▇▇▇▇▇ Foundation, Inc. and
Mariemont Corporation, subject to the consummation of the Closing, as defined in
the Agreement, and (z) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ from liability with respect to his
obligations under Sections 2(a), (b) and (d) and 9 of the Agreement with respect
to the Certificates to be transferred to Z Press, Inc., subject to the
consummation of the Closing, as defined in the Agreement. The Company and the
Sellers further affirm that in all other respects the Agreement continues to be
a valid and binding obligation between the Sellers and the Company, including,
without limitation, the rights of the Sellers under Section 8 of the Agreement,
as if the Certificates to be sold to the Purchasers had not been so sold and as
if the Certificates to be transferred by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ to The ▇▇▇▇▇
Foundation, Inc. and Mariemont Corporation and by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to Z Press,
Inc. had not been so transferred.
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The Purchasers hereby agree with the Sellers and confirm to the
Company that the Purchasers do not succeed to the rights of the Sellers under
Section 8 of the Agreement upon the sale of the Certificates to be sold by the
Sellers to the Purchasers. The ▇▇▇▇▇ Foundation, Inc. and Mariemont Corporation
hereby agree with ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ and confirm to the Company that The ▇▇▇▇▇
Foundation, Inc. and Mariemont Corporation do not succeed to the rights of
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ under Section 8 of the Agreement upon the transfer of the
Certificates to be transferred by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ to The ▇▇▇▇▇ Foundation,
Inc. and Mariemont Corporation. Z Press, Inc. hereby agrees with ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ and confirms to the Company that Z Press, Inc. does not succeed to the
rights of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ under Section 8 of the Agreement upon the transfer
of the Certificates to be transferred by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to Z Press, Inc.
Very truly yours,
The Pulitzer Publishing Company
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: President
Trust Under Agreement
Made by ▇▇▇▇▇ ▇▇▇▇▇
By /s/ A. ▇▇▇▇ ▇'▇▇▇▇▇▇▇▇▇, Trustee
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A. ▇▇▇▇ ▇'▇▇▇▇▇▇▇▇▇, trustee
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Pulitzer
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇ Pulitzer
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, trustee
Manufacturers Hanover Trust
Company, Trustees under
Indenture of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Trustee
[SIG]
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Manufacturers Hanover
Trust Company, Trustee
Manufacturers Hanover Trust
Company, Trustees under
Trust for the benefit of
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
By [SIG]
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Title:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
The ▇▇▇▇▇ Foundation, Inc.
By /s/ ▇▇ ▇▇▇▇▇ ▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
President
Mariemont Corporation
By /s/ ▇▇ ▇▇▇▇▇ ▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
President
Z Press, Inc.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President
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/s/ ▇.▇. ▇▇▇▇▇, ▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
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SCHEDULE I
----------
Name Number of Shares
---- ----------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 17,344,200
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ 7,827,100
▇▇▇▇▇ ▇. ▇▇▇▇ 1,827,580
▇▇▇▇▇▇ ▇. ▇▇▇▇ 1,717,980
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 1,717,980
Manufacturers Hanover 438,400
Trust Company, Trustee
under Trust for benefit
of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇
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SCHEDULE II
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Name Number of Shares
---- ----------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 11,003,840
T. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 11,003,840
▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 4,411 400
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 4,466,200
------------
30,885,280