17,250,000 Shares JOURNAL COMMUNICATIONS, INC. CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT September 23, 2003Underwriting Agreement • September 24th, 2003 • Journal Co • Newspapers: publishing or publishing & printing • New York
Exhibit 1 ______________ Shares JOURNAL COMMUNICATIONS, INC. CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTJournal Co • July 11th, 2003 • Newspapers: publishing or publishing & printing • New York
by and amongShareholders Agreement • June 19th, 2003 • Journal Co • Newspapers: publishing or publishing & printing • Wisconsin
6,000,000 Shares JOURNAL COMMUNICATIONS, INC. CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 29th, 2004 • Journal Communications Inc • Newspapers: publishing or publishing & printing • New York
CHANGE IN CONTROL AGREEMENT BETWEEN STEVEN H. WEXLER AND JOURNAL COMMUNICATIONS, INC.Change in Control Agreement • August 8th, 2014 • Journal Communications Inc • Newspapers: publishing or publishing & printing • Wisconsin
AGREEMENT by and between Journal Communications, Inc., a Wisconsin corporation (the “Company”) and Steven H. Wexler (“Executive”), dated as of the 8th day of May, 2014.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 25th, 2005 • Journal Communications Inc • Newspapers: publishing or publishing & printing • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of August 19, 2005 among Emmis Television Broadcasting, L.P., an Indiana limited partnership, and Emmis Television License, LLC, an Indiana limited liability company (collectively, “Seller”), and Journal Broadcast Corporation, a Nevada corporation (“JBC”), and Journal Broadcast Group, Inc., a Wisconsin corporation and a wholly-owned subsidiary of JBC (“JBG”) (JBC and JBG, collectively, “Buyer”).
SCRIPPS TAX MATTERS AGREEMENT Dated as of July 30, 2014 by and among THE E. W. SCRIPPS COMPANY, on the one hand, and DESK SPINCO, INC. and BOAT NP NEWCO, INC., on the other handScripps Tax Matters Agreement • July 31st, 2014 • Journal Communications Inc • Newspapers: publishing or publishing & printing • New York
THIS SCRIPPS TAX MATTERS AGREEMENT (this “Agreement”) is dated as of the 30th day of July, 2014, by and among (i) The E. W. Scripps Company, an Ohio corporation (“Scripps”), on the one hand, and (ii) Desk Spinco, Inc., a Wisconsin corporation and an indirect subsidiary of Scripps (“Scripps Spinco”), and Boat NP Newco, Inc., a Wisconsin corporation (“Newco”), on the other hand. Capitalized terms used in this Agreement are defined as set forth in Section 1.01.
ASSET PURCHASE AGREEMENT BY AND BETWEEN MULTI-COLOR CORPORATION, MCC-WISCONSIN, LLC, MCC-NORWAY, INC., NORTHSTAR PRINT GROUP, INC. AND JOURNAL COMMUNICATIONS, INC.Asset Purchase Agreement • March 10th, 2005 • Journal Communications Inc • Newspapers: publishing or publishing & printing • Wisconsin
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of the 25th day of January, 2005, by and among MULTI-COLOR CORPORATION, an Ohio corporation (“Multi-Color”); MCC-WISCONSIN, LLC (“MCC-Wisconsin”), an Ohio limited liability company wholly owned by Multi-Color; MCC-NORWAY, INC., a Michigan corporation wholly owned by Multi-Color (“MCC-Norway”) (collectively Multi-Color, MCC-Wisconsin and MCC-Norway, the “Buyer”); NORTHSTAR PRINT GROUP, INC., a Wisconsin corporation (the “Seller”); and JOURNAL COMMUNICATIONS, INC., a Wisconsin corporation and the sole shareholder of the Seller (“JCI”).
EMPLOYEE MATTERS AGREEMENT Dated as of July 30, 2014 by and among The E.W. Scripps Company, Desk Spinco, Inc., Desk NP Operating, LLC, Journal Communications, Inc., Boat Spinco, Inc., and Boat NP Newco, Inc.Employee Matters Agreement • July 31st, 2014 • Journal Communications Inc • Newspapers: publishing or publishing & printing
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated July 30, 2014, is by and among The E.W. Scripps Company, an Ohio corporation (“Scripps”), Desk Spinco, Inc., a Wisconsin corporation (“Scripps Spinco”), Desk NP Operating, LLC, a Wisconsin limited liability company and wholly owned subsidiary of Scripps Spinco (“SNOC”), Journal Communications, Inc., a Wisconsin corporation (“Journal”), Boat Spinco, Inc., a Wisconsin corporation (“Journal Spinco”), and Boat NP Newco, Inc., a Wisconsin corporation (“Newco”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 21st, 2010 • Journal Communications Inc • Newspapers: publishing or publishing & printing
THIS AGREEMENT by and between Journal Communications, Inc., a Wisconsin corporation (the “Company”), and Steven J. Smith (the “Executive”) was originally made as of the 8th day of February, 2005, and amended and restated as of January 29, 2007, December 8, 2007, April 6, 2009 and December 15, 2010.
STOCK GRANT AGREEMENT FOR THE JOURNAL COMMUNICATIONS, INC. 2003 EQUITY INCENTIVE PLANStock Grant Agreement • January 25th, 2005 • Journal Communications Inc • Newspapers: publishing or publishing & printing
THIS AGREEMENT is effective as of (hereinafter referred to as the "Grant Date") and is by and between Journal Communications, Inc., a Wisconsin corporation (hereinafter referred to as the "Company") and (hereinafter referred to as the "Participant").
S T O C K A P P R E C I A T I O N R I G H T S C E R T I F I C A T E Non- transferable G R A N T T O _________________ (“Grantee”) by Journal Communications, Inc. (the "Company") of Stock Appreciation Rights with respect to shares of its Class [A][B]...Journal Communications Inc • May 22nd, 2007 • Newspapers: publishing or publishing & printing
pursuant to and subject to the provisions of the Journal Communications, Inc. 2007 Omnibus Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
JOURNAL TAX MATTERS AGREEMENT Dated as of July 30, 2014 by and among DESK BC MERGER, LLC, as successor in interest to JOURNAL COMMUNICATIONS, INC., and JOURNAL COMMUNICATIONS, INC., on the one hand, and BOAT SPINCO, INC. and BOAT NP NEWCO, INC., on...Tax Matters Agreement • July 31st, 2014 • Journal Communications Inc • Newspapers: publishing or publishing & printing • New York
THIS JOURNAL TAX MATTERS AGREEMENT (this “Agreement”) is dated as of the 30th day of July, 2014, by and among (i) Desk BC Merger, LLC, a Wisconsin limited liability company (“Scripps LLC”) as successor in interest to Journal Communications Inc., a Wisconsin corporation (“Journal”), and Journal, on the one hand, and (ii) Boat NP Newco, Inc., a Wisconsin corporation (“Newco”), and Journal Spinco, Inc., a Wisconsin corporation and an indirect subsidiary of Journal (“Journal Spinco”), on the other hand. Capitalized terms used in this Agreement are defined as set forth in Section 1.01.
S T O C K A P P R E C I A T I O N R I G H T S A G R E E M E N T Non- transferable G R A N T T O _____________________________ (“Grantee”) by Journal Communications, Inc. (the “Company”) of Stock Appreciation Rights with respect to shares of its Class...Journal Communications Inc • February 20th, 2007 • Newspapers: publishing or publishing & printing
pursuant to and subject to the provisions of the Journal Communications, Inc. 2003 Equity Incentive Plan, as amended (the “Plan”), and to the terms and conditions set forth on the following page (the “Terms and Conditions”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
Grantee”) by Journal Communications, Inc. (the “Company”) of Stock Appreciation Rights with respect to shares of its Class B Common Stock, $0.01 par value (the “SARs”), having a base value of $____ per share (the “Base Value”)Journal Communications Inc • March 9th, 2012 • Newspapers: publishing or publishing & printing
pursuant to and subject to the provisions of the Journal Communications, Inc. 2007 Omnibus Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
MASTER TRANSACTION AGREEMENT Dated as of July 30, 2014 by and among The E. W. Scripps Company, Scripps Media, Inc., Desk Spinco, Inc., Desk NP Operating, LLC, Desk NP Merger Co., Desk BC Merger, LLC, Journal Communications, Inc., Boat Spinco, Inc.,...Master Transaction Agreement • July 31st, 2014 • Journal Communications Inc • Newspapers: publishing or publishing & printing • New York
THIS MASTER TRANSACTION AGREEMENT (this “Agreement”), dated July 30, 2014, is by and among The E. W. Scripps Company, an Ohio corporation (“Scripps”), Scripps Media, Inc., a Delaware corporation and wholly owned subsidiary of Scripps (“SMI”), Desk Spinco, Inc., a Wisconsin corporation and wholly owned subsidiary of SMI (“Scripps Spinco”), Desk NP Operating, LLC, a Wisconsin limited liability company and wholly owned subsidiary of SMI (“SNOC”), Desk BC Merger, LLC, a Wisconsin limited liability company and wholly owned subsidiary of Scripps (“Scripps Broadcast Merger, LLC”), Journal Communications, Inc., a Wisconsin corporation (“Journal”), Boat Spinco, Inc., a Wisconsin corporation and wholly owned subsidiary of Journal (“Journal Spinco”), Boat NP Newco, Inc., a Wisconsin corporation (“Newco”), Desk NP Merger Co., a Wisconsin corporation and wholly owned subsidiary of Newco (“Scripps Newspaper Merger Sub”) and Boat NP Merger Co., a Wisconsin corporation and wholly owned subsidiary of N
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 2, 2005 among JOURNAL COMMUNICATIONS, INC. as Borrower, CERTAIN SUBSIDIARIES FROM TIME TO TIME PARTIES HERETO, as Guarantors, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, U.S. BANK...Credit Agreement • May 4th, 2009 • Journal Communications Inc • Newspapers: publishing or publishing & printing • Wisconsin
THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 2, 2005 (the “Credit Agreement”), is by and among JOURNAL COMMUNICATIONS, INC. (“Borrower”), those Subsidiaries identified as a “Guarantor” on the signature pages hereto and such other Subsidiaries as may from time to time become a party hereto (each a “Guarantor” and collectively, the “Guarantors”), the several lenders identified as “Lenders” on the signature pages hereto and such other lenders as may from time to time become party hereto as a “Lender” (each a “Lender” and collectively, the “Lenders”), U.S. BANK NATIONAL ASSOCIATION as the administrative agent for the Lenders (in such capacity, the “Agent”), SUNTRUST BANK, as a Lender and as Syndication Agent, BANK OF AMERICA, N.A., as a Lender and as Co-Documentation Agent and WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender and as Co-Documentation Agent.
CHANGE IN CONTROL AGREEMENT BETWEEN DOUGLAS G. KIEL AND JOURNAL COMMUNICATIONS, INC.Control Agreement • January 31st, 2007 • Journal Communications Inc • Newspapers: publishing or publishing & printing • Wisconsin
AGREEMENT by and between Journal Communications, Inc., a Wisconsin corporation (the "Company") and Douglas G. Kiel ("Executive"), dated as of the 29th day of January, 2007.
PURCHASE AGREEMENTPurchase Agreement • September 7th, 2012 • Journal Communications Inc • Newspapers: publishing or publishing & printing • Delaware
THIS PURCHASE AGREEMENT is made and entered into and effective as of the 31st day of August, 2012, by and among LANDMARK TELEVISION, LLC, a Nevada limited liability company (“Seller”), and JOURNAL BROADCAST GROUP, INC., a Wisconsin corporation (“Buyer”), and, for the purposes of Article IV, Section 5.16, Section 9.1, Section 9.3, Section 9.4, Section 9.12 and Section 9.17, JOURNAL BROADCAST CORPORATION, a Nevada corporation (“JBC”), and JOURNAL COMMUNICATIONS, INC., a Wisconsin corporation (“JCI,” and JBC are each a “Buyer’s Parent” and collectively, “Buyer’s Parents”), and, solely for the purposes of Article III, Section 5.16(d), Article VII, Section 9.1, Section 9.3, Section 9.4 and Section 9.12, LANDMARK MEDIA ENTERPRISES, LLC, a Virginia limited liability company (“Seller’s Parent”).
AMENDMENT TO SHAREHOLDERS AGREEMENT by and among JOURNAL COMMUNICATIONS, INC., THE JOURNAL COMPANY, MATEX INC. and ABERT FAMILY JOURNAL STOCK TRUST And subsequently joined by GRANT D. ABERT and BARBARA ABERT TOOMANShareholders Agreement • August 27th, 2007 • Journal Communications Inc • Newspapers: publishing or publishing & printing
THIS AMENDMENT (this “Amendment”) is made and entered into as of this 22nd day of August, 2007, by and among Journal Communications, Inc., a Wisconsin corporation formerly known as The Journal Company (“New Journal”), The Journal Company, a Wisconsin corporation formerly known as Journal Communications, Inc. (“JCI”), Matex Inc., a Wisconsin corporation (“Matex”), the Abert Family Journal Stock Trust created under the agreement dated January 27, 1987, as amended (the “Abert Trust”), Grant D. Abert and Barbara Abert Tooman (collectively with Matex, the Abert Trust, Grant D. Abert and any transferees permitted under Section 9.7 of the Shareholders Agreement (as defined below), the “Family Shareholders”).
AMENDMENT TO RETENTION AGREEMENTRetention Agreement • December 14th, 2006 • Journal Communications Inc • Newspapers: publishing or publishing & printing
THIS AMENDMENT (the “Amendment”), effective as of December 10, 2006, by and between Norlight Telecommunications, Inc. (“Norlight”) and James J. Ditter (“Executive”), amends that certain Retention Agreement, dated as of July 31, 2006, by and between Norlight and Executive (the “Retention Agreement”).
STOCK PURCHASE AGREEMENT among JOURNAL COMMUNICATIONS, INC., NORLIGHT TELECOMMUNICATIONS, INC. and Q-COMM CORPORATION dated as of November 13, 2006Stock Purchase Agreement • March 7th, 2007 • Journal Communications Inc • Newspapers: publishing or publishing & printing • Wisconsin
STOCK PURCHASE AGREEMENT, dated as of November 13, 2006 (the “Agreement”), by and among JOURNAL COMMUNICATIONS, INC., a Wisconsin corporation (“Parent”), NORLIGHT TELECOMMUNICATIONS, INC., a Wisconsin corporation and a wholly owned indirect subsidiary of Parent (“Company”), and Q-COMM CORPORATION, a Nevada corporation (“Buyer”).
R E S T R I C T E D S T O C K A W A R D A G R E E M E N T Non-transferable G R A N T T O ___________________ (“Grantee”) by Journal Communications, Inc. (the “Company”) of _____ shares of its Class B common stock, $0.01 par value (the “Shares”)Journal Communications Inc • February 20th, 2007 • Newspapers: publishing or publishing & printing
pursuant to and subject to the provisions of the Journal Communications, Inc. 2003 Equity Incentive Plan, as amended (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”). By accepting the Shares, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Agreement and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • March 10th, 2005 • Journal Communications Inc • Newspapers: publishing or publishing & printing
THIS AGREEMENT by and between Journal Communications, Inc., a Wisconsin corporation (the “Company”), and Steven J. Smith (the “Executive”) is hereby made as of the 8th day of February, 2005.
F U L L Y V E S T E D S T O C K A W A R D N O T I C E Non-transferable G R A N T T O _________________ (“Grantee”) by Journal Communications, Inc. (the “Company”) of _____________ shares of its Class [A][B] common stock, $0.01 par value (the “Shares”)Journal Communications Inc • May 22nd, 2007 • Newspapers: publishing or publishing & printing
pursuant to and subject to the provisions of the Journal Communications, Inc. 2007 Omnibus Incentive Plan (the “Plan”). By accepting the Shares, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Notice and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
AMENDMENT TO EMPLOYMENT AGREEMENT with STEVEN J. SMITHEmployment Agreement • May 4th, 2012 • Journal Communications Inc • Newspapers: publishing or publishing & printing
THIS AMENDMENT (this “Amendment”), effective as of March 19, 2012, by and between Journal Communications, Inc., a Wisconsin corporation (the “Company”), and Steven J. Smith (the “Executive”), amends that certain Amended and Restated Employment Agreement, dated as of December 15, 2010, by and between the Company and the Executive (the “Employment Agreement”).
AMENDMENT TO EMPLOYMENT AGREEMENT with STEVEN J. SMITHEmployment Agreement • January 31st, 2007 • Journal Communications Inc • Newspapers: publishing or publishing & printing
THIS AMENDMENT (this “Amendment”), effective as of January 29th, 2007, by and between Journal Communications, Inc., a Wisconsin corporation (the “Company”), and Steven J. Smith (the “Executive”), amends that certain Employment Agreement, dated as February 8, 2005, by and between the Company and the Executive, as heretofore amended (the “Employment Agreement”).
R E S T R I C T E D S T O C K A W A R D C E R T I F I C A T E Non-transferable G R A N T T O _________________ (“Grantee”) by Journal Communications, Inc. (the “Company”) of _____ shares of its Class [A][B] common stock, $0.01 par value (the “Shares”)Journal Communications Inc • May 22nd, 2007 • Newspapers: publishing or publishing & printing
pursuant to and subject to the provisions of the Journal Communications, Inc. 2007 Omnibus Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”). By accepting the Shares, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Certificate and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
RETENTION AGREEMENTRetention Agreement • August 4th, 2006 • Journal Communications Inc • Newspapers: publishing or publishing & printing • Wisconsin
This Retention Agreement (“Agreement”) is made as of the 31st day of July, 2006 (“Effective Date”), by and between Norlight Telecommunications, Inc. (“Norlight”) and James J. Ditter (“Executive”), and sometimes collectively referred to as the “Parties.”
Exhibit 1 ______________ Shares JOURNAL COMMUNICATIONS, INC. CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTJournal Co • June 19th, 2003 • Newspapers: publishing or publishing & printing • New York
CONSULTING AGREEMENTConsulting Agreement • December 12th, 2008 • Journal Communications Inc • Newspapers: publishing or publishing & printing • Wisconsin
THIS CONSULTING AGREEMENT (“Agreement”) is entered into on this 12th day of December, 2008, to be effective as of the 1st day of January, 2009, by and between Journal Communications, Inc. (the “Company”) and Paul M. Bonaiuto (“Consultant”).
6,000,000 Shares JOURNAL COMMUNICATIONS, INC. CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2004 • Journal Communications Inc • Newspapers: publishing or publishing & printing • New York
Morgan Stanley & Co. Incorporated Robert W. Baird & Co. Incorporated Credit Suisse First Boston LLC Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 5, 2012 among JOURNAL COMMUNICATIONS, INC. as Borrower, CERTAIN SUBSIDIARIES FROM TIME TO TIME PARTIES HERETO, as Guarantors, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, U.S....Credit Agreement • December 7th, 2012 • Journal Communications Inc • Newspapers: publishing or publishing & printing • Wisconsin
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 5, 2012 (the “Credit Agreement”), is by and among JOURNAL COMMUNICATIONS, INC. (“Borrower”), those Subsidiaries identified as a “Guarantor” on the signature pages hereto and such other Subsidiaries as may from time to time become a party hereto (each a “Guarantor” and collectively, the “Guarantors”), the several lenders identified as “Lenders” on the signature pages hereto and such other lenders as may from time to time become party hereto as a “Lender” (each a “Lender” and collectively, the “Lenders”), U.S. BANK NATIONAL ASSOCIATION as the administrative agent for the Lenders (in such capacity, the “Agent”), SUNTRUST BANK, as a Lender and as Co-Syndication Agent, and BANK OF AMERICA, N.A., as a Lender and as Co-Syndication Agent.
ARTICLE 1Agreement and Plan of Share Exchange • June 19th, 2003 • Journal Co • Newspapers: publishing or publishing & printing • Wisconsin
N O N — S T A T U T O R Y S T O C K O P T I O N A G R E E M E N T Non- transferable G R A N T T O _____________________________ (“Optionee”) the right to purchase from Journal Communications, Inc. (the “Company”) shares of its Class B Common Stock,...Journal Communications Inc • February 20th, 2007 • Newspapers: publishing or publishing & printing
pursuant to and subject to the provisions of the Journal Communications, Inc. 2003 Equity Incentive Plan, as amended (the “Plan”) and to the terms and conditions set forth on the following page (the “Terms and Conditions”). By accepting the Option, Optionee shall be deemed to have agreed to the terms and conditions set forth in this Agreement and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
